AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AXA FINANCIAL, INC.
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
AXA FINANCIAL, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
certifies as follows:
1. The text of Paragraph 1 of ARTICLE FOURTH of the Corporation's Amended
and Restated Certificate of Incorporation is hereby amended to read in its
entirety as follows:
"1. The amount of total authorized capital stock of the Corporation is
2,010,000,000 shares, of which 2,000,000,000 shares shall be Common Stock,
having a par value of $.01 per share, and 10,000,000 shares shall be
Preferred Stock, having a par value of $1.00 per share."
2. This Amendment to the Corporation's Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
3. This Amendment to the Corporation's Amended and Restated Certificate of
Incorporation shall become effective on May 19, 2000 at 9:00 A.M. (New York
time).
IN WITNESS WHEREOF, AXA FINANCIAL, INC. has caused this certificate to be signed
by Kevin R. Byrne, Senior Vice President and Treasurer, this 18th day of May,
2000.
AXA FINANCIAL, INC.
/s/ Kevin R. Byrne
------------------------------------
By: Kevin R. Byrne
Senior Vice President and Treasurer
