6-K 1 axa6k2009.htm

Document de Référence

Annual Report 2008

Table of contents

01   PART 1 - CERTAIN PRELIMINARY INFORMATION
ABOUT THIS ANNUAL REPORT		  
1   1.1 Presentation of Information  
1   1.2 Exchange Rate Information  
2   1.3 Cautionary Statements concerning the use of non-GAAP measures  
    and forward-looking statements  
03   PART II - THE AXA GROUP: OUR GLOBAL
BUSINESS OPERATIONS, RECENT FINANCIAL
PERFORMANCE AND FINANCIAL CONDITION		  
4   2.1 Selected Consolidated Financial Data  
9   2.2 Information on the Company  
47   2.3 Activity Report  
111   2.4 Liquidity and Capital resources  
117   PART III - CORPORATE GOVERNANCE, EXECUTIVE
COMPENSATION, MAJOR SHAREHOLDERS AND
RELATED MATTERS		  
118   3.1 Directors, Senior Management and Employees  
141   3.2 Full disclosure on executive compensation and share ownership  
179   3.3 Description of the Company's share repurchase program  
181   3.4 Major Shareholders and Related Party Transactions  
188   3.5 The Offer and Listing  
191   PART IV - RISK FACTORS, CERTAIN DISCLOSURES
ABOUT MARKET RISK AND RELATED MATTERS		  
192   4.1 Risk Factors  
206   4.2 Quantitative and Qualitative Disclosures About Market Risk and Risk  
    factors  
228   4.3 Certain Financial Information  
229   PART V - CONSOLIDATED FINANCIAL STATEMENTS  
415   PART VI - CERTAIN ADDITIONAL INFORMATION  
431   APPENDICES  

Pursuant to article 212-13 of the AMF General Regulations, this Annual Report has been filed with the AMF
on March 26, 2009 and may, as a consequence, be used in connection with a financial transaction provided
it is accompanied by a prospectus registered with the AMF.

This is a free translation into English of the French Annual Report filed with the Autorité des marchés financiers
(AMF) and which is provided solely for the convenience of English readers.

PART I

CERTAIN PRELIMINARY INFORMATION
ABOUT THIS ANNUAL REPORT

This Annual Report serves as AXA's Document de Reference within the meaning of article 212-13 of the Autorite des marches
financiers (AMF) General Regulations.

It was filed with the AMF on March 26, 2009 and may, as a consequence, be used in connection with a financing transaction
provided it is accompanied by a prospectus registered with the AMF.

This Annual Report also includes (i) all the components of the Annual Financial Report (Rapport Financier Annuel) referred to
in paragraph I of article L.451-1-2 of the French Monetary and Financial Code as well as in article 222-3 of the AMF General
Regulations (please see the table on page 552 of this Annual Report which indicates the relevant sections of this Document de
Reference corresponding to the components required under the terms of article 222-3 of the AMF General Regulations), (ii) all
the compulsory matters required to be covered in the Management Board's Report to the Shareholders' Meeting to be held on
April 30, 2009, established pursuant to the articles L.225-100 and L.225-100-2 of the French Commercial Code (the relevant
sections of this Document de Reference corresponding to these compulsory matters have been approved by the Management
Board and are presented in the table found on page 549 of this Annual Report) and (iii) all information required under article
R.225-83 of the French Commercial Code.

1.1 PRESENTATION OF INFORMATION

In this Annual Report (referred to herein as the "annual report" or "Annual Report") unless provided otherwise, the "Company", "AXA"
or "AXA SA" refers to AXA, a Societe Anonyme organized under the laws of France which is the publicly traded parent company
of the AXA Group, and "AXA Group", the "Group" or "we" refers to the Company together with its direct and indirect subsidiaries.
The Company's ordinary shares are referred to in this annual report as "shares", "ordinary shares", or "AXA ordinary shares". The
principal trading market for the Company's ordinary shares is the Compartment A of Euronext Paris, which we refer to in this
annual report as "Euronext Paris". The Company's American Depositary Shares and American Depositary Receipts are referred
to in this annual report as "ADSs" and "ADRs", respectively. The ADSs and ADRs are listed on the New York Stock Exchange
(referred to in this annual report as "NYSE"). Each ADR evidences one ADS which, in turn, represents one AXA ordinary share.

This annual report includes AXA's consolidated financial statements for the years ended December 31, 2008, 2007 and 2006.
AXA's consolidated financial statements, including the notes thereto, are included in Part V "Consolidated Financial Statements"
of this Annual Report and have been prepared in accordance with International Financial Reporting Standards (referred to in this
Annual Report as "IFRS") and interpretations from the International Financial Reporting Interpretations Committee (referred to in
this Annual Report as "IFRIC") that were definitive and effective as at December 31, 2008, as adopted by the European Union prior
to the balance sheet date. The Group does not, however, use the "carve out" option to avoid applying all the hedge accounting
principles required by IAS 39. As a consequence, the consolidated financial statements also comply with IFRS as issued by the
International Accounting Standards Board ("IASB").

Various amounts in this document are shown in million for presentation purposes. Such amounts have been rounded and,
accordingly, may not total. Rounding differences may also exist for percentages.

1.2 EXCHANGE RATE INFORMATION

The Company publishes its consolidated financial statements in Euro ("Euro", "euro" or "€"). Unless noted otherwise, all amounts
in this annual report are expressed in Euro. The currency of the United States will be referred to as "U.S. dollars" or "USD" or
"U.S.$" or "$". For historical exchange rate information, please refer to Part II "The AXA Group: Our global business operations,
recent financial performance and financial condition", Section 2.1 "Exchange Rate Information" of this Annual Report. For a
discussion of the impact of foreign currency fluctuations on AXA's financial condition and results of operations, please see Part II
"The AXA Group: Our global business operations, recent financial performance and financial condition", Section 2.3 "Activity
Report" of this Annual Report.

1

1.3 CAUTIONARY STATEMENTS CONCERNING THE USE OF NON-GAAP
MEASURES AND FORWARD-LOOKING STATEMENT

This Annual Report includes certain terms that are used by AXA management in analyzing its business operations and, therefore,
may not be comparable with terms used by other companies. These terms are defined in the glossary provided at the end
of Section 2.3 in Part II "The AXA Group: Our global business operations, recent financial performance and financial condition",
of this Annual Report.

Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predictions
of, or indicate, future events, trends, plans or objectives. Undue reliance should not be placed on such statements because,
by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could
cause actual results and AXA's plans and objectives to differ materially from those expressed or implied in the forward-looking
statements (or from past results). These risks and uncertainties include, without limitation, the risk of future catastrophic events
including possible future weather-related catastrophic events or terrorist related incidents. Please refer to Part IV "Risk factors,
certain disclosures about market risks and related matters" of this Annual Report for a description of certain important factors,
risks and uncertainties that may affect AXAs business and/or results of operations. AXA undertakes no obligation to publicly
update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or
otherwise.

2              2008 ANNUAL REPORT

PART II

THE AXA GROUP: OUR GLOBAL
BUSINESS OPERATIONS,
RECENT FINANCIAL PERFORMANCE
AND FINANCIAL CONDITION

2.1 SELECTED CONSOLIDATED FINANCIAL DATA      
Exchange Rate Information   6  
Information on Euro Noon Buying Rates   7  
Dividends   8  
2.2 INFORMATION ON THE COMPANY      
Introduction   9  
History and development   10  
Recent developments   12  
General information   13  
Table of principal subsidiaries with ownership and voting rights percentages   14  
Ratings   17  
Business overview   18  
Segment information   21  
Property & Casualty and International Insurance claims reserves   36  
Additional factors which may affect AXA's business   40  
2.3 ACTIVITY REPORT      
Insurance and Asset Management markets   47  
Financial market conditions in 2008   52  
Operating highlights   54  
Events subsequent to December 31, 2008   59  
Consolidated operating results   60  
Life & Savings Segment   68  
Property & Casualty Segment   84  
International Insurance Segment   96  
Asset Management Segment   99  
Banking   102  
Holdings and other companies   104  
Outlook   107  
Glossary   108  
2.4 LIQUIDITY AND CAPITAL RESOURCES      
Internal sources of liquidity: AXA's subsidiaries   111  
Liquidity position and risk management framework   112  
Uses of funds   114  
Solvency margin   114  
Credit Rating   115  
Subsequent events after December 31, 2008 impacting AXA's liquidity   116  

3

2.1 SELECTED CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data presented below have been derived from AXA's consolidated financial statements
and related notes for the years ended December 31, 2008, 2007, 2006, 2005 and 2004, in accordance with IFRS.

The table of historical data set out below is only a summary. You should read it in conjunction with the consolidated financial
statements and related notes for the years ended December 31, 2008, 2007 and 2006 included in Part V -"Consolidated Financial
Statements" of this Annual Report.

AXA's Consolidated Financial Statements were prepared in accordance with IFRS and IFRIC interpretations that were definitive and
effective as at December 31, 2008, as adopted by the European Union before the balance sheet date. However, the Group does
not use the "carve out" option to avoid applying all the hedge accounting principles required by IAS 39. As a consequence, the
consolidated financial statements also comply with IFRS as issued by the International Accounting Standards Board ("IASB").

(in Euro million, except per share data)   2008   2007   2006   2005   2004  
INCOME STATEMENT DATA:                      
In accordance with IFRS:                      
Total revenues(a)   91,221   93,633   77,966   70,865   66,053  
Net investment result excluding financing expenses(a) (b)   (36,068)   25,891   32,555   32,693   27,699  
Operating income before tax(a)   406   7,695   7,626   6,163   5,903  
Income tax(a)   830   (1,783)   (1,991)   (1,454)   (1,802)  
Result from discontinued operations, net of tax(a)   -   480   123   97   166  
Net Consolidated Income(a)   1,236   6,391   5,758   4,806   4,266  
Net income Group Share(a)   923   5,666   5,085   4,318   3,793  
Earnings per share:(c)                      
-basic(a) (d)   0.44   2.76   2.54   2.16   2.03  
-diluted(a) (d)   0.44   2.73   2.49   2.13   1.95  
Earnings per share from discontinued operations:                      
- basic   -   0.23   0.06   0.05   0.09  
-diluted   -   0.23   0.06   0.05   0.08  
Other data:                      
Number of outstanding shares   2,089.2   2,060.8   2,092.9   1,871.6   1,908.4  
Dividend per share(e)   0.40   1.20   1.06   0.88   0.61  

4              2008 ANNUAL REPORT

(in Euro million, except per share data)   2008   2007   2006   2005   2004  
BALANCE SHEET DATA:                      
In accordance with IFRS:                      
Total assets(a)   673,516   722,927   727,609   575,974   503,678  
Shareholders' equity(a)   37,440   45,642   47,225   36,525   31,571  
Shareholders' equity per share(a) (c)   18.2   22.5   22.9   19.9   16.8  

(a) As described in Notes 1.10, 1.12.2 and 1.13.2 of Part V — Consolidated Financial Statements of this Annual Report, these amounts take into account:
(i) following clarification of IFRIC agenda committee following IASB decision, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity in 2006 with retrospective application in 2005 and 2004 with impact on net income, (ii) in line with accounting FRS27, the reclassification
in the United Kingdom of some with-profits technical reserves to allow for all future terminal bonuses payable to with-profits policyholders within the
allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings, and (iii) the restatement
of The Netherlands' activities as discontinued businesses.
(b) Includes investment income net of investment management costs, impairment, net realized investment gains and losses and net unrealized investment
gains and losses on assets with financial risk borne by the policyholders and on assets designated as at fair value through profit & loss, including assets
backing the UK with-profits business.
(c) (i) the calculation of net income per share is based on the weighted average number of outstanding shares for each period presented, and (ii) shareholders'
equity per share is calculated based on the actual number of outstanding shares at each period-end presented. The calculations deduct shares held
by AXA and its subsidiaries (i.e. treasury shares) in the calculation of weighted average number of outstanding shares (for net income per share) and
outstanding shares (for shareholders' equity per share). The calculation of basic and diluted net income per share for the three years ended December 31,
2008, 2007 and 2006 is presented in Note 26 "Net Income per Ordinary Share" to AXA's consolidated financial statements. Since 2008, the net income
per share takes into account interest charges and foreign exchange impacts related to perpetual debts classified in shareholders' equity, with retroactive
impact on prior years.
(d) The share capital increase with preferential subscription rights launched by AXA on June 14,2006 to finance part of the acquisition of Winterthur resulted in
the issue of 208,265,897 new shares at a price of €19.80 compared to a market price of €24.47. According to IAS 33, share issues carried out at a below-
market price may give rise to an adjustment to the average number of shares during the period and in each period presented. As a consequence, the loss
of value suffered by existing shares represents the value of the existing shareholders' theoretical subscription right, and the issue can be regarded as a
bonus issue in the amount of the total value of the subscription rights. An adjustment factor (1.019456) equal to the pre-transaction share price divided
by the theoretical post-transaction value of the shares is applied to the weighted average number of shares outstanding in each period. (e) An annual dividend is generally paid each year in respect of the prior year after the Shareholders' Meeting (customarily held in April or May) and before
September of that year. Dividends are presented in this table in the year to which they relate and not in the year in which they are declared and paid. A
dividend of €0.40 per share will be proposed at AXA's Shareholders' Meeting that will be held on April 30, 2009. The dividend will be payable on May 12,
2009 with an ex-dividend date of May 7, 2009.

  

5

2.1 SELECTED CONSOLIDATED FINANCIAL DATA

Exchange Rate Information

The average and closing exchange rates used in the preparation of the consolidated financial statements, to translate into Euro
the results of operations of the principal subsidiaries that are not denominated in Euro, are set out in the table below:

    Year-End
Exchange Rate		   Average
Exchange Rate
    2008   2007   2006   2008   2007   2006
    (for €1)   (for €1)   (for €1)   (for €1)   (for €1)   (for €1)
U.S. Dollar   1.40   1.47   1.32   1.47   1.37   1.26
Japanese Yen (x100)   1.27   1.64   1.49   1.62   1.58   1.43
British Pound   0.96   0.73   0.67   0.80   0.68   0.68
Swiss Franc   1.49   1.66   1.61   1.59   1.64   1.57

6              2008 ANNUAL REPORT

2.1 SELECTED CONSOLIDATED FINANCIAL DATA

Information on Euro Noon Buying Rates

The following table sets forth, for the periods and dates indicated, certain information concerning the Noon Buying Rate of one
Euro to U.S. dollars in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New
York, which we refer to in this Annual Report as the "Euro Noon Buying Rate". The Euro Noon Buying Rates presented below
are for your convenience and were not used by AXA to prepare AXA's consolidated financial statements included in Part V of
this Annual Report.

U.S. dollar per Euro    
Calendar period   Average rate(a)
2004   1.2478
2005   1.2400
2006   1.2661
2007   1.3797
2008   1.4695
2009 (through February 28, 2009)   1.2733
(a) The average of the Euro Noon Buying Rates on the last business day of each full month during the relevant period.

 

U.S. dollar per Euro        
Month   High   Low
September 2008   1.4737   1.3939
October 2008   1.4058   1.2446
November 2008   1.3039   1.2525
December 2008   1.4358   1.2634
January 2009   1.3718   1.2804
February 2009   1.3064   1.2547
The Euro Noon Buying Rate on December 31,2008 was €1.00 =$1.3919.

7

2.1 SELECTED CONSOLIDATED FINANCIAL DATA

Dividends

The Company pays dividends in Euro. Future dividends will depend on AXA's earnings, financial condition and other factors.
Proposals for dividend payments are made at the discretion of the Management Board, subject to prior approval by the Supervisory
Board, and are submitted for final approval to AXA's shareholders at their Annual General Meeting.

AXA determines its dividend policy on the basis of its adjusted earnings minus interest charges on perpetual debt, and, in each
of the past several years, has paid aggregate dividends in a general range of 40% to 50% of this amount. While management
currently intends to maintain this dividend policy over the long term, it has decided to propose to the Shareholders' Meeting
to be held on April 30, 2009 a dividend of €0.40 per share, which management believes strikes the correct balance between
prudent capital management and the range of 40% to 50%, taking into account current financial market conditions and the
general economic environment.

The following table sets forth information on the dividends declared and paid in the most recent five years.

Fiscal year   Distribution
(in Euro million)		   Number of shares
(as of December 31)		   Net dividend per share
(in Euro)		   Dividend per share eligible
for a tax relief
(in Euro)		   Gross dividend per share
(in Euro)
2004   1,164   1,908,444,170   0.61(b)   0.61(b)   0.61 (b)
2005   1,647   1,871,605,004   0.88(c)   0.88(c)   0.88(c)
2006   2,218   2,092,888,314   1.06(d)   1.06(d)   1.06(d)
2007   2,473   2,060,753,492   1.20(e)   1.20(e)   1.20(e)
2008   835(a)   2,089,158,169   0.40(f)   0.40(f)   0.40(f)
(a) Proposal to be submitted to the Shareholders' Meeting to be held on April 30, 2009.
(b) As of January 1, 2005 individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 50% on the dividend, i.e. Euro
0.305 per share for fiscal year 2004.
(c) As of January 1, 2006 individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. Euro
0.352 per share for fiscal year 2005.
(d) As of January 1, 2007 individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. Euro
0.424 per share for fiscal year 2006.
(e) As of January 1, 2008 individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. Euro
0.48 per share for fiscal year 2007.
(f)  Proposal to be submitted to the Shareholders' Meeting to be held on April 30, 2009. As of January 1, 2009 individual shareholders who are residents of
France for tax purposes are eligible for a tax relief of 40% on the dividend, i.e. Euro 0.16 per share for fiscal year 2008.

Dividends not claimed within five years of the date of payout become the property of the French Treasury Department.

For information on AXA's dividend policy, see Part V "Consolidated Financial Statement" and Part VI "Certain Additional Information",
Section "Dividends" of this Annual Report.

8              2008 ANNUAL REPORT

2.2 INFORMATION ON THE COMPANY

Introduction

AXA is a French "Societe Anonyme a Directoire et Conseil de Surveillance" (a form of limited liability company with a
Management Board and a Supervisory Board) existing under the laws of France. The Company's registered office is located at
25 avenue Matignon, 75008 Paris, France and its telephone number is +33 (0) 1 40 75 57 00. For information on the principal
trading markets for AXA's ordinary shares, ADSs and ADRs, please see Part III "Corporate governance, executive compensation,
major shareholders and related matters", Section 3.5 "The Offer and Listing" included in this Annual Report. AXA was incorporated
in 1957 but the origin of its activities goes back to 1852. The Company's corporate existence will continue, subject to dissolution
or prolongation, until December 31, 2059. The Company's number in the Paris Trade Registry is 572 093 920.

9

2.2 INFORMATION ON THE COMPANY

History and development

AXA originated from several French regional mutual insurance companies, known collectively as "les Mutuelles Unies".

In 1982, les Mutuelles Unies took control of Groupe Drouot and following this transaction, the new Group began operating under
the name of AXA.

In 1986, AXA acquired Groupe Presence.

In 1988, AXA transferred its insurance businesses to Compagnie du Midi which operated under the name of AXA Midi and
subsequently changed its name to AXA.

In 1992, AXA acquired a controlling interest in The Equitable Companies Incorporated following the demutualization of Equitable
Life. The Equitable Companies Incorporated, based in the United States, changed its name in 1999 to AXA Financial, Inc.
("AXA Financial").

In 1995, AXA acquired a majority interest in National Mutual Holdings following its demutualization. National Mutual Holdings,
based in Australia, subsequently changed its name to AXA Asia Pacific Holdings Ltd.

In 1997, AXA merged with its French competitor Compagnie UAP This transaction enabled AXA to significantly increase its size
and reinforce its strategic position in a number of important markets, particularly in Europe.

In 1998, AXA purchased the minority interest in its subsidiary AXA Royale Beige and, in 1999, AXA acquired Guardian Royal
Exchange in Great Britain through its subsidiary Sun Life & Provincial Holdings ("SLPH"). The Guardian Royal Exchange acquisition
allowed AXA to further strengthen its positions in both the United Kingdom and Germany.

In 2000, AXA (i) acquired a majority interest in a Japanese life insurance company, "Nippon Dantaï Life Insurance Company",
through a new Japanese holding company, "AXA Nichidan", (ii) increased its interest in SLPH from 56.3% to 100%, (iii) sold its
interest in Donaldson Lufkin & Jenrette ("DLJ") to Credit Suisse Group, (iv) acquired Sanford C. Bernstein through its US based
asset management subsidiary Alliance Capital (which subsequently changed its name to AllianceBernstein), and (v) acquired the
minority interest in AXA Financial, which is now a 100% owned subsidiary of AXA.

In 2001 and 2002, AXA acquired a banking platform in France, Banque Directe. AXA also continued to streamline its portfolio
of businesses, selling its health business in Australia and insurance operations in Austria and Hungary, and reorganizing its
reinsurance business.

In 2003, AXA sold all its activities in Argentina and Brazil.

In 2004, AXA acquired the American insurance group MONY, which allowed AXA to expand its life insurance distribution capacity
in the United States by approximately 25%. In addition, during 2004 AXA sold (i) its insurance activities in Uruguay (AXA Seguros
Uruguay) thereby finalizing its disengagement from South America, (ii) its Dutch insurance broking operations (Unirobe), (iii) its
Dutch health insurance operations, and (iv) its mortgage lending activities in Germany (AXA Bausparkasse AG).

In 2005, FINAXA, a listed holding company that was AXA's principal shareholder, was merged into AXA. Prior to the merger,
FINAXA owned the "AXA" brand which, upon consummation of the merger, became the property of AXA. This merger resulted
in a simplification of AXA's shareholding structure and an increase in the proportion of its publicly traded shares.

In 2006, AXA acquired the Winterthur Group, which was then active in 17 countries and served approximately 13 million clients
worldwide. This operation gave AXA the opportunity to strengthen its leading position in several European markets and to
increase its presence in a number of high growth markets including in Central and Eastern Europe and Asia. During 2006,
AXA also acquired (i) "Citadel" in Canada, (ii) Thinc Destini (subsequently renamed Thinc Group) in the United Kingdom, and
(iii) MLC Hong Kong and Indonesia via its subsidiary AXA Asia Pacific Holdings. In addition, in December AXA completed the
sale of AXA RE's reinsurance business.

In 2007, AXA (i) acquired a 90% stake in Kyobo Auto (now called "Kyobo AXA General Insurance Company") which has a leading
position in the South Korean direct motor insurance market, (ii) established of a joint-venture in the Ukrainian P&C insurance
market with UkrSibbank (the Ukrainian banking subsidiary of BNP Paribas) and subsequently acquired (together with UkrSibbank)
99% of the capital of Vesko, Ukraine's 6th largest P&C insurer, (iii) completed the sale of its principal Dutch operations, comprising

10           2008 ANNUAL REPORT

100% of AXA Netherlands, Winterthur Netherlands and DBV Netherlands, (iv) finalized a long-term partnership agreement with
the Italian bank BMPS for the distribution of life, non-life and pension business in Italy, and (v) signed an agreement to acquire a
36.7% interest in Reso Garantia ("RESO") representing AXA's entry into the Russian market.

In 2008, AXA (i) completed the acquisition of 36.7% of the share capital of RESO, Russia's 2nd largest P&C insurer1 (June 2008),
(ii) completed the acquisition of Seguros ING (subsequently renamed AXA Seguros, S.A. de Compañia de Valores), the 3rd largest
Mexican insurer2 with leading positions in key markets such as Motor or Health and also active on the Life market (July 2008)
and (iii) acquired OYAK's 50% share in AXA OYAK, Turkey's 1st largest P&C insurer3 (August 2008).

(1) Source: HSBC, "Overview of Russian opportunities".
(2) Source: Asociacion Mexicana de Instituciones de Seguros.
(3) Source: Association of the Insurance and Reinsurance Companies of Turkey.

11

2.2 INFORMATION ON THE COMPANY

Recent developments

For a description of significant acquisitions and disposals undertaken by AXA please see Part II "The AXA Group: Our global
business operations, recent financial performance and financial condition", Section 2.3 "Activity Report" - "Operating highlights"
and Note 5 "Goodwill" to the consolidated financial statements included in Part V "Consolidated financial statements" of this
Annual Report.

12           2008 ANNUAL REPORT

2.2 INFORMATION ON THE COMPANY

General information

The Company is the holding company for the AXA Group, a worldwide leader in financial protection. Based on available information
at December 31, 2008, the AXA Group was one of the world's largest insurance groups, with consolidated gross revenues of
€91.2 billion for the year ended December 31, 2008. The AXA Group was also one of the world's largest asset managers, with
total assets under management as at December 31, 2008 of €981.5 billion. Based on available information at December 31,
2007 and taking into account banking companies engaged in the asset management business, AXA was the world's 4th largest
asset manager1.

For information concerning the ownership structure of the Group, see Part 3.4 - "Major Shareholders and Related Party
Transactions" in this Annual Report.

AXA operates primarily in Europe, North America, the Asia Pacific region and, to a lesser extent, in other regions including
the Middle East, Africa, and Latin America. AXA has five operating business segments: Life & Savings, Property & Casualty
International Insurance, Asset Management, and Banking. In addition, various holding companies within the AXA Group conduct
certain non-operating activities.

The diversification of the AXA Group - both by geography and by business - is designed to mutualize and hedge the different
types of risks to which the Group is exposed. For example, mortality risks are partly offset by longevity risks, and Life & Savings
risks by Property & Casualty risks. In addition, geographic diversification helps reduce the concentration of risk and volatility of
claims experience, which, in turn, helps limit the cost of economic capital needed to support the Group's solvency position.

(1) Source: Pensions & Investments, Watson Wyatt Global 500 survey. 2007

13

2.2 INFORMATION ON THE COMPANY

Table of principal subsidiaries with
ownership and voting rights percentages

Set forth below is a simplified organization chart of AXA as of December 31, 2008. For additional information, please see Note 2
"Scope of consolidation" included in Part V "Consolidated Financial Statements" of this Annual Report.
Please note that the percentages shown in the second column ("Ownership interest percentage") represent the economic interest
and the percentages shown in the third column ("Voting rights percentage") represent the percentage of the company's total
voting power controlled by AXA.

PRINCIPAL SUBSIDIARIES AS OF DECEMBER 31, 2008

        Ownership interest
percentage		   Voting rights
percentage		  
International Insurance              
AXA Assistance SA       100%   100%  
AXA Corporate Solutions Assurance       98.75%   98.75%  
Asset Management              
AXA Investment Managers       95.05%   95.06%  
AXA Real Estate Investment Managers  
 
   95.05%   100%  
AllianceBernstein(a)       62.38%   62.38%  
AXA Rosenberg       71.29%   75%  
NORTH AMERICA              
   
United States
          
Insurance  
AXA Financial, Inc.(b)
   100%   100%  
   
Canada
          
Insurance  
AXA Canada Inc.(c)
   100%   100%  
   
Mexico
          
Insurance  
AXA Seguros, S.A. de Compañia de Valores(d)
   99.94%   99.94%  
AFRICA              
   
Morocco
          
Insurance  
AXA Holding Maroc(e)
   100%   100%  
EUROPE              
   
Belgium
          
Insurance  
AXA Holdings Belgium(f)
   100%   100%  
Financial Services  
AXA Bank Europe
   100%   100%  
   
Czech Republic
          
Insurance  
AXA zivotní pojišt'ovna a.s.
   79.49%   79.49%  
   
AXA penzijni fond a.s.
   92.85%   92.85%  
(a) AXA also holds indirectly 100% of the general partner of AllianceBernstein.
(b) Holding company that owns AXA Equitable Life Insurance Company.
(c)  Holding company that owns AXA Assurances inc. and AXA Insurance (Canada).
(d) New corporate name (formerly Seguros ING). Company owned by AXA Mediterranean Holding, S.A. (Spain).
(e)  Holding company that owns AXA Assurance Maroc. (f)  Holding company that owns AXA Belgium.

14           2008 ANNUAL REPORT

        Ownership interest
percentage		   Voting rights
percentage		  
   
France
          
Insurance  
AXA France Assurance(g)
   100%   100%  
Financial Services  
Compagnie Financiere de Paris
   100%   100%  
   
AXA Banque
   99.89%   100%  
   
Greece
          
Insurance  
AXA Insurance A.E.(h)
   99.89%   99.89%  
   
Hungary
          
Insurance  
AXA Biztosító Zrt.
   65%   65%  
Financial Services  
AXA Bank Europe SA Magyarorszagi Fioktelepe(i)
   100%   100%  
   
Italy
          
Insurance  
AXA Italia S.p.A(j)
   100%   100%  
   
AXA MPS Assicurazioni Vita S.p.A.(k)
   50%   50%  
   
AXA MPS Assicurazioni Danni S.p.A.(l)
   50%   50%  
   
Ireland
          
Insurance  
AXA Holdings Ireland Limited(m)
   99.99%   100%  
   
Germany
          
Insurance  
AXA Konzern AG(n)
   100%   100%  
   
DBV-Winterthur Holding AG(o)
   98.81%   98.81%  
Financial Services  
AXA Bank AG
   100%   100%  
   
Luxembourg
          
Insurance  
AXA Luxembourg SA(p)
   100%   100%  
   
Poland
          
Insurance  
AXA PTE S.A.
   70%   70%  
   
AXA Zycie TU S.A.
   65%   65%  
   
Portugal
          
Insurance  
AXA Portugal Companhia de Seguros SA
   99.49%   99.73%  
   
AXA Portugal Companhia de Seguros de Vida SA
   94.89%   95.09%  
   
Seguro Directo Gere(q)
   100%   100%  
   
Spain
          
Insurance  
AXA Mediterranean Holding S.A.(r)
   100%   100%  
   
Switzerland
          
Insurance  
AXA Versicherungen AG(s)
   100%   100%  
   
AXA Leben AG(t)
   100%   100%  
   
Turkey
          
Insurance  
AXA Holding A.S.(u)
   100%   100%  
   
United Kingdom
          
Insurance  
AXA UK plc(v)
   99.99%   100%  
(g) Holding company that owns AXA France Vie, AXA France IARD, AVANSSUR, AXA Corporate Solutions Assurance and Juridica.
(h) Company owned by AXA Mediterranean Holding, S.A. (Spain).
(i) New corporate name (formerly ELLA Bank). (j) Holding company that owns AXA Assicurazioni S.p.A. and AXA Interlife S.p.A.
(k) 50% of ownership interest and 50% (+ one voting right) of voting rights. Company owned by AXA Mediterranean Holding, S.A. (Spain). Company that owns Quadrifoglio Vita S.p.A.
(l) 50% of ownership interest and 50% (+ one voting right) of voting rights. Company owned by AXA Mediterranean Holding, S.A. (Spain),
(m) Holding company that owns AXA Ireland Limited and AXA Insurance Limited.
(n) Holding company that owns AXA Versicherung AG, AXA Lebenversicherung AG and AXA ART Versicherung AG.
(o) Holding company that owns DBV-Winterthur Lebensversicherung AG, AXA Krankenversicherung AG and DBV-Winterthur Versicherung AG.
(p) Holding company that owns AXA Assurance Luxembourg and AXA Assurance Vie Luxembourg,
(q) Company owned by AXA Mediterranean Holding, S.A. (Spain),
(r) Holding company that owns Hilo Direct de Seguros y Reaseguros, AXA'Seguros Generales, S.A. de Seguros y Reaseguros, AXA Vida, S.A. de Seguros y Reaseguros, Winterthur Service, S.A, AXA Winterthur Salud S.A. de Seguros and AXA Aurora Vida, S.A. de Seguros y Reaseguros.
(s) New corporate name (formerly Winterthur Swiss Insurance Company). Holding company that owns 66.66% of Winterthur-ARAG.
(t) New corporate name (formerly Winterthur Life).
(u) New corporate name (formerly AXA Oyak Holding A.S.). Holding company that owns 100% of AXA Hayat Sigorta A.S. and 72.55% of AXA Sigorta A.S.
(v) Holding company that owns directly AXA Sun Life Plc, Guardian Royal Exchange and Bluefin Group Limited (formerly AXA Advisory Holdings Limited) and indirectly AXA Sun Life Pic, Winterthur UK Financial Services Group Limited, AXA Insurance Plc and Thinc Group Holdings Limited.

15

        Ownership interest
percentage		   Voting rights
percentage		  
ASIA-PACIFIC              
   
Australia/New Zealand
          
Insurance  
AXA Asia Pacific Holdings Limited(w)
   53.42%   53.15%  
   
Hong Kong
          
Insurance  
AXA China Region Limited(x)
   53.42%   100%  
   
Japan
          
Insurance  
AXA Japan Holding Co. Ltd(y)
   98.40%   98.40%  
   
Singapore
          
Insurance  
AXA Financial Services (Singapore) Pte Ltd(z)
   53.42%   100%  
   
South Korea
          
Insurance  
Kyobo AXA General Insurance Co, Ltd(aa)
   92.36%   92.36%  
(w) Holding company that owns The National Mutual Life Association of Australasia Limited, National Mutual Funds Management (Global) Limited and National
Mutual International Pty Limited. AXA's ownership interest and voting power in AXA Asia Pacific Group is divided between a direct holding of 44.10% and
an additional 9.32% owned by AXA Sun Life PLC.
(x) Wholly owned by AXA Asia Pacific Holdings Limited.
(y) Holding company that owns AXA Life Insurance Co. Ltd, AXA Non-Life Insurance Co. Ltd and AXA Financial Life Insurance Co. Ltd.
(z) Holding company that owns AXA Life Insurance Singapore Pte Ltd. Wholly owned by AXA Asia Pacific Holdings Limited.
(aa) New corporate name (formerly Kyobo AXA Auto Insurance Co. Ltd).

16           2008 ANNUAL REPORT

2.2 INFORMATION ON THE COMPANY

Ratings

PRINCIPAL RATINGS OF THE GROUP AS AT MARCH 25, 2009

The Company and certain of its insurance subsidiaries are rated by recognized rating agencies. The significance and the meaning
of individual ratings vary from agency to agency.
At March 25, 2009, the relevant ratings for the Company and its principal insurance subsidiaries were as follows:

   
Agency
   Rating   Outlook  
Insurer Financial Strength Ratings              
The Company's principal insurance subsidiaries  
Standard & Poor's
   AA   Negative  
   
Moody's
   Aa3   Stable  
   
Fitch Ratings
   AA-   Negative  
Ratings of the Company's Long Term and Short Term Debt              
Counterparty credit rating /Senior Debt  
Standard & Poor's
   A+      
   
Moody's
   A2      
   
Fitch Ratings
   A-      
Short Term Debt  
Standard & Poor's
   A-1      
   
Moody's
   P-1      
   
Fitch Ratings
   F-1      

The ratings set forth above may be subject to revision or withdrawal at any time by the assigning rating agency. None of these
ratings is an indication of the historic or potential performance of the ordinary shares, ADSs, ADRs or debt securities and should
not be relied upon for purpose of making an investment decision with respect to any of these securities. The Company accepts
no responsibility for the accuracy or reliability of the ratings.

17

2.2 INFORMATION ON THE COMPANY

Business overview

The table below summarizes certain key financial data by segment for the last three years.

AXA ACTIVITY INDICATORS AND EARNINGS

   
Years ended December 31,
 
2008
  
2007
  
2006
    
(in Euro million, except percentages)                   Restated(a)   Published    
Consolidated gross revenues                            
- Life & Savings   57,977   64%   59,845   64%   49,952   50,479   64%
- Property & Casualty   26,039   29%   25,016   27%   19,510   19,793   25%
- International Insurance   2,841   3%   3,568   4%   3,716   3,716   5%
- Asset management   3,947   4%   4,863   5%   4,406   4,406   6%
- Banking   412   -   339   -   377   381   -
- Holdings and other companies   5   -   2   -   4   -   -
CONSOLIDATED GROSS REVENUES   91,221   100%   93,633   100%   77,966   78,775   100%
Annual Premium Equivalent (APE)(b)   6,789       7,694       6,186   6,234    
New Business Value (NBV)(c)   985       1,772       1,500   1,501    
Underlying earnings(d)                            
- Life & Savings   1,508   37%   2,670   54%   2,270   2,325   58%
- Property & Casualty   2,394   59%   1,863   38%   1,417   1,453   36%
- International Insurance   188   5%   218   4%   131   131   3%
- Asset management   589   15%   590   12%   508   508   13%
- Banking   33   1%   36   1%   18   51   1%
- Holdings and other companies   (668)   -17%   (414)   -8%   (424)   (457)   -11%
Underlying earnings   4,044   100%   4,963   100%   3,919   4,010   100%
Net capital gains   (345)       1,175       1,107   1,130    
Adjusted earnings(e)   3,699       6,138       5,026   5,140    
Exceptional operations (including discontinued operations)   (49)       482       311   196    
Goodwill and other related intangible impacts   (99)       (106)       (24)   (24)    
Profit or loss on financial assets
(under fair value option) & derivatives		   (2,501)       (596)       (228)   (226)    
Integration costs   (127)       (252)       -   -    
NET INCOME   923       5,666       5,085   5,085    
- Life & Savings   (446)   -47%   2,899   49%   2,957   2,957   51%
- Property & Casualty   926   98%   2,218   37%   1,977   1,977   34%
- International Insurance   103   11%   243   4%   244   244   4%
- Asset management   396   42%   588   10%   610   610   10%
- Banking   (38)   -4%   6   -   10   43   1%
NET INCOME FROM OPERATING SEGMENTS   942   100%   5,953   100%   5,798   5,831   100%
- Holdings and other companies   (19)       (287)       (712)   (745)    
NET INCOME   923       5,666       5,085   5,085    

(a)  Restated for full year 2006 means restatement of The Netherlands' activities as discontinued businesses.
(b) Annual Premium Equivalent (APE): Measure of new business volume which represents 100% of regular premiums + 10% of single premiums, in line
with EEV methodology. APE is group share.
(c)  New Business Value (NBV): The value of new business issued during the current year which consists of the Value In Force of new business at the end of
the year plus the statutory profit result of the business during the year. NBV is Group share.
(d)  Underlying earnings correspond to adjusted earnings excluding net capital gains attributable to shareholders.
(e)  Adjusted earnings represent the net income (Group share) before the impact of:

(i) Exceptional operations (primarily change in scope and discontinued operations)
(ii) Integration and restructuring costs related to material newly acquired companies
(iii) Goodwill and other related intangibles, and
(iv) Profit or loss on financial assets accounted for under fair value option (excluding assets backing liabilities for which the financial risk is borne by the
policyholder) and derivatives related to invested assets, including all foreign exchange rate impacts on assets, liabilities and derivatives.

 

18           2008 ANNUAL REPORT

OTHER FINANCIAL DATA

    2008   2007   2006  
For the years ended December 31,              
Net income per ordinary share (in Euro)(a)              
Basic   0.44   2.76   2.54  
Diluted   0.44   2.73   2.49  
Average share price (in Euro)   20.5   30.9   28.1  
At December 31,              
Shareholders' equity (in Euro million)   37,440   45,642   47,225  
Share price (in Euro)   15.8   27.4   30.7  
(a) Since 2008, the net income per share takes into account interest charges and foreign exchange impacts related to perpetual debts classified in shareholders'
equity, with retroactive impact on prior years.

The table below sets forth the total assets managed by AXA's entities, including assets managed on behalf of third parties:

AXA'S TOTAL ASSETS UNDER MANAGEMENT

        At December 31,      
(in Euro million)   2008   2007   2006  
AXA:              
General account assets   433,576   439,604   449,099  
Assets backing contracts with financial risk borne by policyholders (Unit-linked)   131,990   182,827   176,562  
Subtotal   565,566   622,431   625,661  
Managed on behalf of third parties(a)   415,913   658,921   652,413  
TOTAL ASSETS UNDER MANAGEMENT   981,479   1,281,352   1,278,074  
(a) Includes Mutuelles AXA.

19

The table below sets forth AXA's consolidated gross revenues by segment for each of its major geographic markets for the years
indicated:

BREAKDOWN OF AXA'S GROSS REVENUES

    Years ended December 31,
    2008   2007   2006
   
Segment
contribution (%)
   Market
contribution to total
Segment (%)		   Segment
contribution (%)		   Market
contribtion to total
Segment (%)		   Segment
contribution (%)		   Market
contribution to total
Segment (%)
TOTAL GROSS REVENUES (in Euro million)(b)    91,221   93,633   77,966  
Life & Savings  
64%
       64%       64%    
France       25%       25%       30%
United States       24%       27%       31%
United Kingdom       6%       8%       9%
Japan       8%       9%       10%
Germany       11%       10%       7%
Belgium       4%       5%       5%
Mediterranean & Latin American Region       8%       3%       3%
Switzerland       8%       7%       -
Other countries       6%       6%       5%
Property & Casualty  
29%
       27%       25%    
France       21%       21%       27%
Germany       14%       14%       14%
United Kingdom (including Ireland)       17%       20%       24%
Belgium       8%       8%       8%
Mediterranean & Latin American Region       25%       21%       20%
Switzerland       8%       8%       -
Other countries       7%       7%       7%
International Insurance  
3%
       4%       5%    
AXA Corporate Solutions Assurance       69%       51%       45%
AXA Cessions       2%       2%       2%
AXA Assistance       26%       20%       17%
Others(a)       3%       28%       36%
Asset Management  
4%
       5%       6%    
AllianceBernstein       64%       64%       67%
AXA Investment Managers       36%       36%       33%
Banking   -       -       -    
AXA Banque (France)       25%       25%       15%
AXA Bank Europe (Belgium)       60%       64%       78%
Others       15%       11%       7%
Holdings and other companies   -       -       -    
(a) Includes business fronted by AXA RE and fully reinsured by Paris RE (fronting arrangement set in place in the context of the sale of AXA RE's business
to Paris RE).
(b) As described in Note 1.10 of "Part V- Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.

For additional information on AXA's revenues by segments, see Note 20 "Revenues by segment and net revenues from banking
activities" included in "Part V - Consolidated Financial Statements" of this Annual Report.
For additional information on AXA's business segments, see "Part 2.3 - Activity Report", and Note 3 "Segmental Information"
included in "Part V - Consolidated Financial Statements" of this Annual Report.

20           2008 ANNUAL REPORT

2.2 INFORMATION ON THE COMPANY

Segment information

LIFE & SAVINGS SEGMENT

AXA offers a broad range of Life & Savings products including individual and group savings products, as well as life and health
products for both individual and commercial clients. The Life & Savings segment accounted for €58.0 billion or 64% of AXA's
consolidated gross revenues for the year ended December 31, 2008 (2007: €59.8 billion or 64%).

The table below summarizes AXA's Life & Savings consolidated gross revenues and gross insurance liabilities by geographic
region for the periods and at the dates indicated:

LIFE & SAVINGS SEGMENT: GROSS REVENUES BY COUNTRY

   
Gross revenues
Years ended December 31, 
   Gross insurance liabilities at December 31,
(in Euro million, except percentages)   2008       2007       2006(b)       2008
France   14,271   25%   15,045   25%   14,797   30%   103,251
United States   13,755   24%   16,243   27%   15,389   31%   93,108
Japan   4,628   8%   5,116   9%   5,027   10%   35,478
United Kingdom   3,549   6%   4,628   8%   4,292   9%   62,921
Germany   6,233   11%   6,200   10%   3,681   7%   53,469
Belgium   2,559   4%   3,072   5%   2,512   5%   24,739
Mediterranean & Latin American Region(c)   4,813   8%   1,918   3%   1,476   3%   32,182
Switzerland   4,482   8%   4,116   7%   141   -   35,767
Others   3,688   6%   3,507   6%   2,637   5%   17,993
Of which Australia
and New Zealand		   1,719   3%   1,384   2%   1,254   3%   6,839
Of which Hong Kong   1,126   2%   1,257   2%   1,041   2%   5,981
TOTAL   57,977   100%   59,845   100%   49,952   100%   458,908
Of which:                            
Gross written premiums   56,071       57,773       48,268        
Fees and charges relating
to investment contracts
with no participating feature		   662       740       608        
Fees, commissions
and others revenues(a)		   1,244       1,332       1,076        
(a) Includes revenues from other activities (mainly commissions and related fees on mutual funds sales).
(b) As described in Note 1.10 of "Part V - Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.
(c)  In 2006, the Mediterranean and Latin American Region consisted of Spain, Italy and Portugal. In 2007, this region also included Greece, Morocco and
Turkey and, in 2008, Mexico.

21

BREAKDOWN OF AXA'S LIFE & SAVINGS APE AND NBV

   
Annual Premium
Equivalent(a)
  
New Business
Value(b)
  
(in Euro million)   2008   2007   2006(c)   2008   2007   2006 (c)  
France   1,347   1,360   1,231   78   230   202  
United States   1,540   2,099   1,922   73   397   424  
Japan   482   567   651   299   440   431  
United Kingdom   1,287   1,588   1,134   125   140   100  
Germany   468   457   287   86   166   90  
Belgium   260   340   300   29   144   123  
Mediterranean & Latin American Region (d)   406   206   143   55   43   23  
Switzerland   280   222   -   78   46   -  
Others   720   855   519   162   166   106  
of which Australia and New Zealand   378   545   420   35   51   38  
of which Hong Kong   112   139   100   75   77   68  
TOTAL GROUP SHARE   6,789   7,694   6,186   985   1,772   1,500  
(a) Annual Premium Equivalent (APE): Measure of new business volume. Represents 100% of regular premiums + 10% of single premiums, in line with EEV
methodology. APE is Group share.
(b) New Business Value (NBV): The value of new business issued during the current year consists of the Value In Force of new business at the end of the year
plus the statutory profit result of the business during the year. NBV is Group share.
(c) As described in Note 1.10 of "Part V- Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.
(d) For APE and NBV: In 2006, Mediterranean & Latin American Region consisted of Spain, Italy and Portugal. In 2007, also included Greece and Turkey. In
2008, also included Mexico.

MARKETS AND COMPETITION

In the Life & Savings segment, AXA operates primarily in Western Europe (including France, the United Kingdom, Germany,
Belgium, Switzerland and the Mediterranean Region), the United States and Japan. In addition, AXA offers investment and saving
products as well as life and health products in a number of other jurisdictions including Australia and New Zealand, Asia (notably
Hong Kong, Singapore, China and Indonesia), Central and Eastern Europe, Middle East and Latin America (Mexico). The products
in these markets are offered through various distribution channels, including exclusive agents, salaried salesforces, brokers,
independent financial advisers, and bank networks. See the "Distribution channels" section below.

The nature and level of competition vary among the countries in which AXA operates for all the types of individual and group Life
& Savings products sold by AXA. Many other insurance companies offer similar products to those offered by AXA, and, in some
cases, also use similar marketing techniques and distribution methods.

The principal competitive factors affecting the Life & Savings business include:
•    Size, strength and quality of the distribution channels, in particular the quality of advisors,
•    Range of product lines and product quality, feature functionality and innovation,
•    Price,
•    Quality of service,
•    Investment management performance,
•    Historical levels of bonuses with respect to participating contracts,
•    Crediting rates on general account products,
•    Reputation, visibility and recognition of brand,
•    Quality of management,
•    Ratings for financial strength and claims-paying ability, and
•    Changes in regulations that may affect the policy charge structure relating to commission and administrative charges.

AXA competes with insurance companies and also with banks, asset management companies, investment advisers and other
financial institutions for sales of savings-related investment products and, to a lesser extent, life insurance products.

22           2008 ANNUAL REPORT

The table below presents the main Life & Savings insurance markets in which AXA operates ranked by worldwide gross revenues
in 2007, along with AXA's estimated ranking (by market share):

INSURANCE MARKET - LIFE & SAVINGS

    Based on worldwide gross revenues in 2007
    Country Statistics(a)   AXA(b)
Countries   Ranking   % revenues   Ranking   Market share
France   4   8%   3(e)   9%
United States   1   23%   1(c)   9%
Japan   3   13%   15   3%
United Kingdom   2   17%   6(d)   8%
Germany(i)   5   4%   5(h)   6%
Belgium   17   1%   2   14%
Mediterranean & Latin American Region                
- Italy   6   4%   7(f)   5%
-Spain   16   1%   11   4%
- Portugal   25   1%   7   2%
-Turkey   45   -   9   6%
- Morocco   50   -   5   8%
- Greece   37   -   7   6%
- Mexico(g)   30   -   7   6%
Switzerland   19   1%   2   27%
(a) Source: Swiss Re, Sigma report 2008 "World Insurance in 2007".
(b) Source: AXA, mainly based on national insurance association data for each specific country in 2007.
(c)  Relates to variable annuity products.
(d)  Based on new business Annual Premium Equivalent (APE). Represents 100% of regular premiums + 10% of single premiums, in line with EEV methodology.
(e) Excludes Health.
(f)  Includes MPS Financial's activity (based in Ireland).
(g) Indicative only, as AXA purchased business in Mexico in July 2008.
(h) Considering all companies part of the Group of Public Insurer independently. If these companies were to be considered as a group in the rankings, AXA would rank 6th.
(i) Country statistics exclude Health and AXA data include Health.

For additional information on markets, see section "Insurance and Asset Management Markets" included in "Part 2.3 - Activity
Report" of this Annual Report.

PRODUCTS AND SERVICES

AXA's Life & Savings products include a broad range of investment and savings products as well as life and health products
marketed to individual and commercial clients. The Life & Savings products offered by AXA include term life, whole life, universal
life, endowment, deferred annuities, immediate annuities, and other investment-based products. The health products offered
include critical illness and permanent health insurance products. The types and specificities of the products offered by AXA vary
from market to market.

Product types by nature of risk

Investment and savings products include:
•    Deferred annuities, which may be purchased with either a single premium or regular premiums. A deferred annuity has two
distinct periods: an accumulation period and an annuity payment period. Typically, more flexibility is permitted in premium
payments for longer deferred periods. The premium generally can be invested either in the general account of the insurer, or
in a choice of unit-linked funds. Also known as individual variable annuities in the United States, these products often include
optional guarantees (for a fee) such as guaranteed minimum income benefit (GMIB), guaranteed minimum death benefit (GMDB)
and guaranteed minimum withdrawal benefit (GMWB).
•    Pure savings products, which provide investment return to policyholders, while AXA bears the investment risk.
•    Universal savings products, which is the same as universal life but has no significant death benefit component. See below for
a description of universal life products.

Life products include:
•   Term assurance, which provides a death benefit for a defined period of time.
•   Whole life products, which provide a death benefit over a person's entire lifetime or up to a certain age, such as age 95 or
100, as long as the required premiums are paid.

23

•    Universal life products, which are unbundled products that include a significant death benefit component. Funds can be
invested in unit-linked and /or general accounts.
•    Endowment products, which pay a level death benefit for a limited period of time or to age 65. An endowment benefit is paid
at the end of that period if the insured is still alive.
•    Disability products, which pay a benefit in case of disability. The benefit can be a lump sum, or a percentage of the income
paid over a specified period of time.
•    Immediate annuity products, which are usually single premium products with no previous accumulation period, which promise
regular payments for a fixed period of time or over a beneficiaries' lifetime.

Health products1 generally offer reimbursement of medical expenses or provide medical services.

Mutual funds offered by insurance companies are generally open-ended funds operated by an investment management company
in accordance with a stated set of objectives.
AXA's Life & Savings products may be distinguished between:
•    participating contracts, in which the policyholders participate in the excess assets over liabilities (the surplus) of - and
therefore in the investment return and/or in part of the operating profits earned by - the insurance company issuing the contract
by way of the payment of an interest or bonus payment. Such savings contracts are Euro denominated products or traditional
products.
•    contracts with the financial risk borne by the policyholders (unit-linked), in which the investment risk (and reward)
is generally borne by the policyholder while the issuing company earns fee income from managing the underlying assets.

New product initiatives
To attract and retain clients, especially in the segments identified as strategic, AXA has developed solutions designed to meet the
needs of the targeted customer groups. In addition, new products have been designed to support AXA's cross-selling strategy
and thus improve client retention and enhance value for the clients. AXA also aims to reuse across markets successful products
and experiences developed for individual country markets.

(1) Health products are classified either in Life & Savings or Property & Casualty, depending on the features of the products but also market practice specific
to each country. For example health product providing savings features or rider options are classified in the Life & Savings segment.

24          2008 ANNUAL REPORT

The table below presents consolidated gross revenues (after inter-segment elimination) and gross insurance liabilities by major
product for the periods and as of the dates indicated for AXA's Life & Savings segment:

LIFE & SAVINGS SEGMENT

    Gross revenues by main product lines
Years ended December 31,		       Gross insurance liabilities at December 31,
(in Euro millon, except percentages)   2008   2007   2006(b)    2008
Investment & Savings   28,690   51%   31,652   55%   29,024   60%   233,264
Individual   25,829   46%   28,264   49%   26,038   54%   198,354
Group   2,861   5%   3,388   6%   2,986   6%   34,911
Life contracts (including endowment contracts)   18,661   33%   18,095   31%   12,837   27%   143,304
Health contracts   6,200   11%   5,966   10%   4,468   9%   16,388
Other   2,520   4%   2,059   4%   1,938   4%   11,095
Sub-Total   56,071   100%   57,773   100%   48,268   100%   404,052
Fees and charges relating to investment
contracts with no participating features		   662       740       608       39,975
Fees, commissions and other revenues(c)   1,244       1,332       1,076        
Liabilities arising from
policyholder's participation		                           13,584
Unearned revenues and unearned fees reserves                           2,454
Derivatives relating to insurance
and investment contracts		                           (1,156)
TOTAL REVENUES AND LIABILITIES   57,977       59,845       49,952       458,908
Of which:                            
Contracts with financial risk borne by policyholders (Unit-Linked)   18,435   33%   21,529   37%   18,512   38%   132,436
UK with-profits business(a)   706   1%   976   2%   941   2%   17,496
(a) UK with-profits business: A participating contract, specific to the United Kingdom and known as the with-profits contract, was offered by AXA Sun Life
until 2002. Under with-profits contracts, the policyholders are entitled to receive a share of the profits arising from the invested policyholders' premiums
which includes regular bonuses and terminal bonuses. The regular bonuses are designed to provide a return to the policyholder through a periodic
increase in benefits and are credited to the policyholder. Once credited, regular bonuses are guaranteed to be paid at maturity, death or as otherwise
specified in the policy. Terminal bonuses, which are not guaranteed in advance of payment are designed to provide policyholders with their share of total
investment performance and other experience of the fund (including expenses, mortality experience and income taxes) over several periods. Terminal
bonuses can represent a significant portion of the total amount paid at maturity or upon surrender prior to maturity and are at the discretion of the Board
of Directors. Following policyholder and court approvals, in 2001 AXA Equity & Law underwent a financial reorganization whereby the life insurance
funds were transferred to AXA Sun Life and fundamentally restructured. A portion of the assets that accumulated over the years (which we refer to in this
Annual Report as the "inherited estate") were attributed to AXA as the shareholder, less a portion allocated to the with-profits policyholders in the form
of a reorganization bonus, based on the number of eligible policyholders that elected in favor of this plan.
(b) As described in Note 1.10 of "Part V - Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.
(c)  Includes revenues from other activities (mainly commissions and related fees on mutual funds sales).

DISTRIBUTION CHANNELS

AXA distributes its products through exclusive and non-exclusive channels that vary from country to country. Exclusive channels
include exclusive agents, salaried sales forces and direct sales. Non-exclusive channels include brokers, independent financial
advisors, aligned distributors or wholesale distributors and partnerships.

Exclusive agents are individuals or firms commissioned by a single insurance company to sell its products exclusively on its
behalf. Tied agents are exclusive agents.

Salaried sales forces are salespeople employed by a single insurance company (or an affiliated company) to sell the company's
products exclusively.

Direct sales relate to all sales made through mail, telephone, and internet.

Brokers are independent firms who negotiate with insurance companies on behalf of customers. As opposed to exclusive agents,
brokers can work with different insurance companies.

Independent financial advisors are individuals or firms that provide financial advice to customers and negotiate related policies
with insurance companies on behalf of customers.

25

Aligned distributors are independent individuals or firms who have chosen AXA to provide them with a full range of dealership
services. They negotiate, on behalf of customers, policies of various insurance companies among a range of products selected
by AXA.

Distribution partnerships are generally structured as sales agreements between an insurance company and another company
from the financial services industry, especially banks, or from another industry, such as car dealers. This may take the form of a
joint venture between the insurance company and its partner or a pure contractual distribution arrangement.

AXA's distribution strategy focuses on strengthening traditional channels and developing new ones, such as direct selling and
partnerships. Staff hiring, retention of veteran staff, professionalism and commercial performance are the main initiatives to
strengthen traditional distribution channels. To serve increasingly sophisticated and demanding customers, AXA believes that
the diversification of its distribution channels through the development of new channels improves opportunities for increased
penetration and more frequent contact with AXA's target customer base.

The split of distribution channels used by AXA's principal Life & Savings operations, based on consolidated gross revenues for
the years ended December 31, 2008 and 2007, is presented below:

BASED ON GROSS REVENUES IN 2008

    Agents, salaried salesforce
and direct sales		   Intermediaries / independent
advisers / brokers		   Other networks, including corporate partnerships and bank networks
France   50%   42%   8%
United States   56%   6%   38%
Japan   43%   46%   11%
United Kingdom   16%   79%   5%
Germany   56%   36%   8%
Belgium   -   100%   -
Mediterranean & Latin American Region(a)   25%   11%   64%
Switzerland   55%   41%   4%
(a) In 2008, the share of other networks increased due to the acquisition of MPS, for which Life & Savings products are fully distributed through these channels.

BASED ON GROSS REVENUES IN 2007

    Agents, salaried salesforce
and direct sales		   Intermediaries / independent
advisers / brokers		   Other networks, including corporate partnerships and bank networks
France   52%   42%   6%
United States   52%   5%   43%
Japan   49%   37%   14%
United Kingdom   15%   80%   5%
Germany   56%   35%   9%
Belgium   -   100%   -
Mediterranean & Latin American Region   65%   20%   15%
Switzerland   63%   32%   5%

SURRENDERS AND LAPSES

For most Life & Savings products, fees and revenues are accrued over time, while costs to the issuing company in the first year
are higher than costs in subsequent years due to first year commissions and the costs of underwriting and issuing a contract.
Consequently, the rate of policies remaining in-force and not lapsing, also known as the "persistency rate", plays an important
role in profitability. The majority of individual Life & Savings products issued by AXA may be surrendered for a cash surrender
value. Most of the individual Life & Savings products issued by AXA have front-end charges to the policyholder (or subscription
fees), which are assessed at the inception date of the contract and/or surrender charges (charges assessed in the case of early
surrender). Both front-end charges and surrender charges are intended to offset a portion of the acquisition costs.

26           2008 ANNUAL REPORT

Total surrenders and lapses for 2008, and the ratio of surrenders and lapses to gross surrenderable insurance reserves at the
beginning of the periods indicated are presented below:

SURRENDERS AND LAPSES

    Years ended December, 31
    2008   2008   2007   2006
    Total surrenders & lapses    Surrenders & lapses ratio   
  (in Euro million)   %   %   %
France   6,517   6.6%   7.1%   7.0%
United States(a)   6,195   6.7%   9.1%   8.4%
Japan(b)   2,332   8.6%   8.4%   7.9%
United Kingdom   6,877   9.2%   10.6%   12.6%
Germany   884   2.6%   2.0%   2.0%
Belgium   743   3.2%   3.2%   4.5%
Mediterranean & Latin American Region(c)   3,499   13.0%   11.6%   9.6%
Switzerland   375   1.5%   2.9%   -
(a) Amounts and percentages reported for the United States operations exclude lapses and corporate separate accounts surrenders.
(b) Includes conversions in Japan.
(c)  In 2006, Mediterranean & Latin American Region consisted of Spain, Italy and Portugal. In 2007, this region also included Morocco, Greece and Turkey
and, in 2008, Mexico.

27

PROPERTY & CASUALTY SEGMENT

AXA's Property & Casualty Segment offers a broad range of products including motor, household property and general liability
insurance for both personal and commercial customers, targeting mainly small to medium sized companies. In certain countries,
health products are classified as Property & Casualty products1. The Property & Casualty segment accounted for €26.0 billion,
or 29% of AXA's consolidated gross revenues for the year ended December 31, 2008 (2007: €25.0 billion or 27%).

The table below summarizes AXA's Property & Casualty consolidated gross revenues (after inter-segment eliminations) and gross
insurance liabilities by geographic region for the periods and at the indicated dates.

PROPERTY & CASUALTY SEGMENT

    Gross revenues
Years ended December 31,		   Gross insurance liabilities at December 31,
(in Euro millon, except percentages)   2008   2007   2006(a)   2008
France   5,595   21%   5,330   21%   5,187   27%   11,792
Germany   3,530   14%   3,506   14%   2,745   14%   6,250
United Kingdom & Ireland   4,420   17%   5,076   20%   4,721   24%   5,197
Belgium   2,139   8%   2,112   8%   1,511   8%   6,666
Mediterranean & Latin American Region(b)   6,414   25%   5,276   21%   3,822   20%   9,404
Switzerland   2,017   8%   1,974   8%   94   -   5,850
Other Countries   1,925   7%   1,743   7%   1,431   7%   2,471
TOTAL   26,039   100%   25,016   100%   19,510   100%   47,631
Of which:                            
Gross written premiums   25,937       24,937       19,459        
Other revenues   102       79       52        
(a) As described in Note 1.10 of "Part V - Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.
(b) In 2006, Mediterranean and Latin American Region consisted of Spain, Italy and Portugal. In 2007, this region also included Greece, Morocco and Turkey,
and in 2008, Mexico and the Gulf Region.

MARKETS AND COMPETITION

In the Property & Casualty segment, AXA operates mainly in the largest Western European markets, including France, Germany,
the United Kingdom, Belgium, Switzerland and the Mediterranean Region. AXA also offers personal and commercial Property
& Casualty insurance products in other countries in Central and Eastern Europe as well as in Canada, Asia (notably Japan,
Singapore, Korea and Hong Kong), the Middle East, and Latin America (Mexico).

The nature and level of competition vary among the countries in which AXA operates. AXA competes with other insurers in each
of its Property & Casualty products and in all the markets where it operates. In general, the Property & Casualty insurance industry
tends to be cyclical with surplus underwriting capacity leading to lower premium rates.

The principal competitive factors are as follows:
•    Price,
•    Quality of service,
•    Distribution network,
•    Brand recognition,
•    Ratings for financial strength and claims-paying ability (mainly group business), and
•    Changes in regulations, which may affect premium rates charged or claims settlement costs paid.

The table below presents the Property & Casualty markets in which AXA operates ranked by worldwide gross revenues in 2007,
along with AXA's ranking (by market share).

(1) Some countries classify health activity in the Property & Casualty segment, while other countries classify it in the Life & Savings segment. AXA chooses
to follow local classification.

28          2008 ANNUAL REPORT

PROPERTY AND CASUALTY MARKETS

    Based on worldwide gross revenues in 2007
    Country Statistics(a)   AXA(b)
    Ranking   % revenues   Ranking   Market share
France   5   5%   2   16%
Germany(g)   2   7%   3(f)   6%
United Kingdom(c)   3   7%   4   7%
Belgium   16   1%   1   22%
Mediterranean & Latin American Region                
- Italy   8   3%   7   4%
- Spain   9   3%   2   9%
- Portugal   28   -   3   9%
- Turkey   27   -   2   12%
- Morocco   51   -   1   18%
- Greece   42   -   11   4%
-Gulf Region(e)   26   -   7   5%
- Mexico(d)   21   1%   1   14%
Switzerland   15   1%   1   15%

(a) Source: Swiss Re, Sigma report 2008 "World insurance in 2007".
(b) Source: AXA, mainly based on national insurance association data for each specific country in 2007.
(c) United Kingdom: includes Health, but excludes Ireland.
(d) Indicative only, as AXA purchased business in Mexico in July 2008.
(e) Gulf Region: includes Saudi Arabia, United Arab Emirates, Kuwait, Qatar and Oman.
(f) Considering all companies part of the Group of Public Insurer independently. If these companies were to be considered as a group in the rankings, AXA
would rank 4th.
(g) Country statistics include Health and AXA data exclude Health.

For more details on market description, refer to "Part 2.3 - Activity Report", section "Insurance and Asset Management
Markets".

PRODUCTS AND SERVICES

AXA's Property & Casualty insurance operations offer a broad range of products including motor, household, property and general
liability insurance for both personal and commercial customers (targeting mainly small to medium sized companies) and, in certain
countries, health products. In addition, AXA offers engineering services to support prevention policies in companies.

The table below sets forth gross revenues and gross insurance liabilities by major product for the periods and as at the dates
indicated:

PROPERTY & CASUALTY SEGMENT: GROSS REVENUES BY PRODUCT

    Gross revenues
Years ended December 31,		   Gross insurance liabilities at December 31,
(in Euro millon, except percentages)   2008   2007   2006(a)   2008
Personal lines                            
- Motor   9,053   35%   8,709   35%   6,560   34%   15,349
- Homeowners/household   3,745   14%   3,564   14%   3,016   15%   3,240
-Other   2,875   11%   2,908   12%   2,441   13%   5,471
Commercial lines                            
- Motor   1,877   7%   1,618   6%   1,349   7%   2,885
- Property damage   2,679   10%   2,740   11%   2,204   11%   3,012
- Liability   1,662   6%   1,740   7%   1,390   7%   6,717
-Other   3,668   14%   3,313   13%   2,222   11%   9,950
Other   378   1%   345   1%   275   1%   731
TOTAL   25,937   100%   24,937   100%   19,459   100%   47,356
Liabilities arising from policyholders' participation                           276
TOTAL                           47,631
(a) As described in Note 1.10 of "Part V - Consolidated Financial Statements", the contribution of discontinued operations is stated in a separate line of the
income statement.

29

To attract and retain clients, new products are designed to add value for the clients and support cross-selling, thus improving
client retention.

DISTRIBUTION CHANNELS

AXA distributes its Property & Casualty insurance products through a number of channels that vary from country to country,
including exclusive agents, brokers, salaried sales forces, direct sales and banks and other partnerships, including car dealers.
In Europe, the same distribution channels are used by both AXA's Life & Savings and Property & Casualty operations. For a
description of these distribution channels, please refer to the "Distribution channels" section in the Life & Savings segment of
this Part 2.2.

Development of distribution channels is key to reach targeted customers and overall for the profitability of the activity.

The split of distribution channels used by AXA's Property & Casualty operations, based on gross revenues for the year ended
December 31, 2008 and 2007, is presented below:

BASED ON GROSS REVENUES IN 2008

    General agents
and salaried salesforce		 Intermediaries, independent advisers & brokers   Direct Sales
and marketing		   Other networks, including corporate partnerships and bank networks
France   70% 24%   5%   1%
Germany   48% 45%   1%   5%
United Kingdom   3% 60%   26%   10%
Belgium   2% 94%   3%   2%
Mediterranean & Latin American Region(a)   47% 41%   3%   8%
Switzerland   77% 21%   -   3%
(a) In 2008, the share of intermediaries, independent advisers and brokers increased due to the acquisition of Mexico in July 2008, for which products are
fully distributed through these channels.

BASED ON GROSS REVENUES IN 2007

  General agents
and salaried salesforce		   Intermediaries,
independent
advisers & brokers		   Direct Sales
and marketing		   Other networks,
including corporate
partnerships and
bank networks
France 69%   26%   4%   1%
Germany 50%   45%   1%   5%
United Kingdom 3%   60%   25%   12%
Belgium -   94%   2%   4%
Mediterranean & Latin American Region 54%   33%   4%   9%
Switzerland 76%   21%   -   3%

CEDED REINSURANCE

AXA's Property & Casualty operations use various types of reinsurance, primarily to limit their maximum exposure to catastrophic
events, environmental pollution risks and certain other types of risks, in order to protect Group Solvency and reduce volatility on
key financial indicators. A growing portion of AXA's Property & Casualty insurance exposures are ceded internally to AXA Cessions,
which organizes external reinsurance programs. Total gross premiums ceded by AXA's Property & Casualty operations to third
party reinsurers in 2008 amounted to €1,343 million (2007: €1,232 million).

30           2008 ANNUAL REPORT

INTERNATIONAL INSURANCE SEGMENT

Operations in this segment are principally focused on large risks, reinsurance and assistance. The insurance products, offered by
AXA Corporate Solutions Assurance include coverage to large national and international corporations mainly relating to property
damage, third party liability, marine, aviation and transport, construction risk, financial risk, and directors and officer liability. In
addition, AXA Liabilities Managers is the Group's specialized unit in charge of managing the AXA Group's Property & Casualty
run-off portfolios including risks underwritten by AXA RE for all periods prior to and including 2005 when AXA RE's business was
sold. Reinsurance operations (AXA RE) principally focus on property damage, third party liability, marine and aviation property, and
third-party liability reinsurance. The reserves corresponding to the ceded business are fully reinsured by Paris Ré, with AXA RE
however retaining the risk of any deviation (positive or negative) as compared to the reserves constituted as at January 1, 2006
in respect of occurrence years 2005 and prior.

The businesses of the International Insurance activities are described below. The International Insurance segment accounted for
€2.8 billion, or 3% of AXA's consolidated gross revenues for the year ended December 31, 2008 (2007: €3.6 billion or 4%).

AXA Corporate Solutions Assurance is the AXA Group subsidiary dedicated to worldwide Property & Casualty insurance of
large national and multinational corporations, and to Aviation, Marine and Space insurance.

AXA Cessions is an intra-group reinsurance company. Most of the companies within the AXA Group cede internally some of
their major claims and catastrophic exposure to AXA Cessions which analyzes structures and places reinsurance programs
for these risks with third-party reinsurers. It also provides advice in risk management and purchase of reinsurance cover to
AXA Group subsidiaries.

AXA Assistance provides assistance services including medical aid for travelers, automobile-related road assistance, home
assistance and health-related services mainly to banking and insurance companies, tour operators, telecommunications operators,
gas, water and electricity utilities and automobiles manufacturers. AXA Assistance has also developed its expertise in the home
services market.

AXA Liabilities Managers is the Group's specialized unit in charge of managing the AXA Group's Property & Casualty run-off
portfolios. This entity manages the internal run-off portfolios of AXA UK, AXA Germany and AXA Belgium, as well as a number of
stand-alone run-off companies in the "Other International Activities" segment. In connection with the disposal of AXA's reinsurance
activities, AXA Liabilities Managers also manages the run-off of AXA RE as noted above.

The table below summarizes AXA's consolidated gross revenues and gross insurance liabilities (gross of reinsurance) for the
International Insurance segment for the periods and at the dates indicated:

INTERNATIONAL INSURANCE

    Gross revenues
Years ended December 31,		   Gross insurance liabilities at December 31,
(in Euro millon, except percentages)   2008   2007   2006  2008
AXA Corporate Solutions Assurance   1,954   69%   1,805   51%   1,689   45%   5,476
AXA Cessions   50   2%   67   2%   56   2%   259
AXA Assistance   751   26%   699   20%   621   17%   288
Other international activities   86   3%   996   28%   1,351   36%   4,942
of which                            
AXA RE(a)   -6   -   896   25%   1,217   33%   2,255
AXA Liabilities Managers   17   1%   18   1%   36   1%   2,021
AXA Corporate Solutions Life Reinsurance   75   3%   82   2%   98   3%   666
TOTAL   2,841   100%   3,568   100%   3,716   100%   10,965
Gross written premiums   2,654       3,407       3,572       -
Other revenues   187       161       144       -
(a) In 2006 and 2007, revenues represent business fronted by AXA RE until October 2007, and fully reinsured by Paris RE (fronting arrangement set in place
in the context of the sale of AXA RE's business to Paris RE in 2006).

31

MARKET AND COMPETITION

AXA Corporate Solutions Assurance. The competitors in the global risks market are acting at a worldwide level with multinational
clients placing their risks far beyond their countries of origin via international programs or in key global marketplaces. Since 2005,
after several years of rate increases and program restructurings, the market had experienced soft underwriting conditions on
these lines of business. 2008 confirmed the slowdown of this trend and a general upturn of the pricing cycle is expected with
January 1, 2009 renewals already showing rate increases in specialty lines of business. AXA Corporate Solutions Assurance is
among the top five large corporate risks insurers in Europe1.

AXA Assistance is one of the three leading worldwide assistance companies, in a market seeing the emergence of some
specialized niche players2.

PRODUCTS AND SERVICES

AXA Corporate Solutions Assurance provides global insurance programs to large international corporations that require
coverage for all their worldwide locations. AXA Corporate Solutions Assurance underwrites large insurance risks such as property
damage, liability, construction risks, motor fleet, marine and aviation. AXA also offers loss-prevention and risk management
services.

AXA Assistance provides both emergency and daily services and health management through a new range of products and
claims management. AXA Assistance has developed its expertise in managing crisis situations, whether they are of a political
nature, health-related nature or linked to natural disasters.

The table below presents the International Insurance segment's gross revenues and gross insurance liabilities by major product
for the periods and at the dates indicated:

INTERNATIONAL INSURANCE

    Gross revenues
Years ended December 31,		   Gross insurance liabilities at December 31,
(in Euro millon, except percentages)   2008   2007   2006    2008
Property damage   526   20%   957   28%   1,132   32%   1,604
Motor, Marine, Aviation   805   30%   956   28%   977   27%   2,980
Casualty / Civil Liability   410   15%   467   14%   493   14%   3,649
Other   913   34%   1,027   30%   969   27%   2,751
TOTAL   2,654   100%   3,407   100%   3,572   100%   10,985
Derivatives relating to insurance
and investment contracts		                           (20)
TOTAL                           10,965

DISTRIBUTION CHANNELS

AXA Corporate Solutions Assurance mainly distributes its products through international brokers, but also domestic brokers.
Marine and aviation business is distributed through specialized brokers.

AXA Assistance mainly operates as a business-to-business company although it also uses direct sales and marketing to sell its
products. In countries in which AXA offers Property & Casualty insurance products such as France, Switzerland, Mediterranean
and Latin American Region, Belgium, the United Kingdom and Germany, AXA distribution networks offer assistance services
among their portfolio of insurance products. AXA Assistance aims at integrating service providers and developing capacities of
distribution to final customers.

CEDED REINSURANCE AND RETROCESSION

AXA Corporate Solutions Assurance reviews annually its exposure to ensure that the risks underwritten are diversified
geographically and by lines of business in order to manage concentration risk. In 2008, AXA Corporate Solutions Assurance
ceded €849 million of premiums (2007: €714 million) to third-party reinsurers.

Also, in 2008, approximately €818 million of premiums were placed externally by AXA Cessions on behalf of AXA's insurance
subsidiaries (2007: €757 million), mainly for Property & Casualty business but also increasingly in Life & Savings.

(1) Sources: Lehman Brothers, Merrill Lynch, JP Morgan, KBW, Annual Reports.
(2) Source: SNSA (National Syndicate of Insurance Companies).

32          2008 ANNUAL REPORT

ASSET MANAGEMENT SEGMENT

Asset Management is important to AXA, from both a strategic and a profitability perspective. The development of Asset Management
activities is a key part of AXA's financial services strategy, which seeks to capitalize on existing strengths and expand its client
base. This strategy is based on the belief that its asset management expertise will enable AXA to benefit in the future from the
expected growth in savings-related products in the markets in which it operates. The Asset Management segment accounted for
€3.9 billion, or 4% of AXA's consolidated gross revenues for the year-ended December 31, 2008 (2007: €4.9 billion or 5%).

AXA's principal Asset Management companies are AllianceBernstein and AXA Investment Managers. These companies manage
assets on behalf of institutional clients, retail investors and private clients, as well as on behalf of companies affiliated with AXA.

AXA has asset management specialists' teams in each of its major markets: Western Europe, the United States and the Asia /
Pacific region.

The table below sets forth the total assets managed by AllianceBernstein and AXA Investment Managers, including assets managed
on behalf of third parties, and the fees earned by such companies on these assets for the indicated dates and periods.

ASSETS MANAGEMENT SEGMENT

(in Euro million)   2008   2007   2006
Assets managed by AXA's Assets Managers at December 31,(a)            
Managed on behalf of third parties(b)   415,035   657,957   651,184
Assets backing contracts with financial risk borne by policyholders   60,955   95,225   94,999
Other invested assets   340,022   338,672   282,573
TOTAL   816,012   1,091,853   1,028,756
Of which            
AllianceBernstein   331,077   543,465   544,123
AXA Investment Managers   484,935   548,388   484,633
Commissions and fees earned for the years ended December 31,            
AllianceBernstein   2,627   3,277   3,102
AXA Investment Managers   1,716   2,006   1,679
SUB-TOTAL   4,342   5,283   4,781
Intercompany eliminations   (395)   (420)   (375)
CONTRIBUTION TO AXA'S CONSOLIDATED GROSS REVENUES   3,947   4,863   4,406
(a) Based on estimated fair value at the dates indicated. Assets under management presented in this table are based on asset management companies
only. AXA Group (including insurance companies) assets under management amounted to €981.5 billion, €1,281.4 billion, and €1,278.0 billion, as of December 31,2008, 2007 and 2006 respectively.
(b) Includes Mutuelles AXA.

MARKET AND COMPETITION, PRODUCTS AND SERVICES,
AND DISTRIBUTION CHANNELS

AllianceBernstein

AllianceBernstein, a 65% subsidiary of AXA Financial, is a leading global investment management firm based in the United States.
AllianceBernstein provides diversified investment management and related services to individual investors, private clients and to
a variety of institutional clients, including AXA and its insurance company subsidiaries (which collectively are AllianceBernstein's
largest client). AllianceBernstein Holding L.P. is listed on the New York Stock Exchange under the ticker symbol "AB".

AllianceBernstein provides diversified Asset Management and related services globally to a broad range of clients including:
•    Diversified investment management services through separately managed accounts, hedge funds, mutual funds, and other
investment vehicles to private clients (such as high net worth individuals, trusts and estates and charitable foundations),
•    Management of mutual funds sponsored by AllianceBernstein, its subsidiaries and affiliates, for individual investors,
•    Management of investments on behalf of institutional investors, and
•    Independent research and brokerage-related services for institutional investors.

33

At December 31, 2008, AllianceBernstein had €331.1 billion of assets under management, including €263.8 billion of assets
managed on behalf of third party clients (2007: €543.5 billion and €461.1 billion, respectively).

AXA Investment Managers ("AXA IM")

AXA IM, headquartered in Paris, is a significant player in the international Asset Management business. AXA IM provides its
clients with a wide range of global products and expertise via mutual funds and dedicated portfolios. AXA IM's clients include
(i) institutional investors, (ii) individual investors to whom mutual funds are distributed through AXA and external distribution
networks, and (iii) AXA's insurance subsidiaries both for main fund and unit-linked fund backing insurance products.

At December 31, 2008, AXA IM had €484.9 billion of assets under management, including €151.2 billion of assets managed on
behalf of third party clients (2007: €548.4 billion and €196.8 billion, respectively).

34           2008 ANNUAL REPORT

BANKING SEGMENT

The operations in the Banking segment are conducted primarily in Belgium, France and Germany. For the years ended December 31,
2008 and 2007, the Banking segment accounted for €0.4 billion and €0.3 billion, respectively, or less than 1% of AXA's consolidated
gross revenues.

This segment's operations principally include:

AXA BANK EUROPE

AXA Bank Europe, a subsidiary of AXA Belgium, offers a comprehensive range of financial services to individuals and small
businesses and has a network of approximately 950 exclusive independent bank agents, who also support the sale of products
offered by AXA Investment Managers and of insurance products offered by AXA Belgium. AXA Bank Europe is the sixth bank
in Belgium where the four largest banks represent 85% of the market1.

AXA BANQUE

Based in Paris, AXA Banque had more than 675,000 registered customers at the end of 2008, with development focused on
exclusive networks (exclusive agents and salaried sales force) covering 80% of client scope. It offers a large range of retail banking
products including deposit and savings accounts and consumer loans.

GERMAN BANK

AXA Bank targets private customers in retail banking, and is an important element of pensions and asset management of
AXA Germany. The Bank had approximately 76,000 customers at year-end 2008. The major activities of AXA Bank are mortgage
loans, mutual funds and deposits. These products are sold exclusively through the tied agent network of AXA Germany.

(1) AXA source

35

2.2 INFORMATION ON THE COMPANY

Property & Casualty and

International Insurance claims reserves

ESTABLISHMENT OF CLAIMS RESERVES

AXA is required by applicable insurance laws and regulations, and generally accepted accounting principles to establish reserves
for outstanding claims (claims which have not yet been settled) and associated claims expenses that arise from its Property
& Casualty and International Insurance operations.

LOSS RESERVE DEVELOPMENT TABLE

The loss reserve development table shows movements in loss reserves between 1998 and 2008, based on previously applied
accounting standards, in accordance with IFRS 4. All contracts concerned are insurance contracts as defined by IFRS.

The first line entitled "Gross reserves for unpaid claims and claim expenses developed initially at the booking date" represents the
loss reserves developed in the balance sheet on the reporting date for the year indicated in the column heading. For example,
the amount of €31,168 million appearing in the first line of the table in the 2005 column represents all loss reserves developed in
all years of occurrence prior to and including 2005, recognized on the company's balance sheet at December 31, 2005.

The second line entitled "Gross reserves for unpaid claims and claim expenses developed in 2008 adjusted for changes in
exchange rates and scope of consolidation" indicates the amount that would have been developed initially at the booking date
had the exchange rates for the current year been used (for reserves recognized by AXA Group entities that do not use the Euro
as their functional currency) and assuming an identical scope of consolidation to that used for the last diagonal of the table.

Preparation of the last diagonal reflects the fact that, following the merger of some newly-acquired portfolios with the AXA Group's
existing portfolios, it is not always technically possible to distinguish, within payments made in a given year in respect of prior
occurrence years, between those relating to the historical portfolio and those relating to the recently-acquired portfolio. In these
cases, the merged scope is used to prepare the last diagonal of the table, even in the columns corresponding to years before
the one in which the most recent portfolio was acquired.

With effect from the development of loss reserves at end of 2006, however, AXA uses the method which consists in completing
each column of the table using the same scope as that used for "Gross reserves for unpaid claims and claim expenses developed
initially at the booking date". In practice, therefore, with effect from the 2006 column, the differences between the first and second
lines are mainly due to exchange rate impacts and only marginally to changes in scope of consolidation.

Also with effect from year end 2006, IBNR reserves related to construction insurance in France (so called "PSNEM") and the
annuity reserves for the Property & Casualty segment have been included in the loss reserve development table for Property
& Casualty and the International Insurance (excluding AXA RE).

The first section of the table entitled "Cumulative payments" shows, for a given column N, the cumulative amount of payments
related to years of occurrence prior to and including N, made since December 31 of year N.

The second part of the table entitled "Reserve re-estimated" shows, for a given column N, an estimate of the final cost of liabilities
carried at December 31 of year N in respect of all years of occurrence prior to and including N, at each future period end. The
final cost estimate varies year on year as information relating to losses still outstanding becomes more reliable.

The surplus (shortfall) of the initial reserve with respect to the re-estimated gross final cost for each year represents, for a given
year N, the difference between the amount shown in the second line (gross reserves for unpaid claims and claims expenses
developed in 2008 adjusted for changes in exchange rates and scope of consolidation) and the amount shown in the final diagonal
under "Reserve re-estimated".

36           2008 ANNUAL REPORT

LOSS RESERVES DEVELOPMENT TABLE: PROPERTY & CASUALTY
AND INTERNATIONAL INSURANCE (EXCLUDING AXA RE)

(In Euro million except percentages)   1998   1999 (b)   2000   2001   2002   2003   2004 (c)   2005   2006 (d)   2007   2008
Gross reserves for unpaid claims and claims
expenses developed initially at the booking date (c)		   20,941   26,656   26,916   28,636   28,465   27,825   29,128   31,168   41,301   44,020   44,046
Gross reserves for unpaid claims and claims
expenses developed in 2008 adjusted for changes
in exchange rates and scope of consolidation (c)		   21,346   23,000   23,738   25,158   25,716   26,414   27,230   28,598   41,983   43,433   44,046
Cumulative payments at:                                            
One year later   4,745   7,727   6,807   6,715   6,371   6,075   6,180   6,084   7,652   8,312    
Two years later   6,818   11,184   10,302   9,900   9,554   9,233   8,871   8,700   11,243        
Three years later   9,361   13,474   12,378   12,440   11,846   11,332   10,580   10,314            
Four years later   10,632   14,798   14,220   14,140   13,411   12,518   11,590                
Five years later   11,384   16,239   15,297   15,410   14,159   13,131                    
Six years later   12,435   16,554   16,420   15,816   14,414                        
Seven years later   12,889   17,667   16,646   15,831                            
Eight years later   13,557   17,742   16,483                                
Nine years later   13,727   17,302                                    
Ten years later   13,751                                        
Reserve re-estimated at:                                            
One year later   19,040   23,041   27,069   27,425   26,856   27,527   29,179   29,878   40,966   41,371    
Two years later   19,407   26,294   25,919   25,718   26,219   26,791   27,833   27,084   38,406        
Three years later   22,048   25,542   24,864   25,610   25,835   26,920   25,572   24,595            
Four years later   21,485   24,409   24,665   25,542   25,783   24,994   23,455                
Five years later   20,804   24,304   24,658   25,756   24,076   23,153                    
Six years later   20,820   24,174   25,093   24,112   22,458                        
Seven years later   20,671   24,720   23,585   22,577                            
Eight years later   21,049   23,387   22,226                                
Nine years later   20,120   22,102                                    
Ten years later   19,514                                        
Cumulative redundancy (deficiency) from the initial gross
reserves in excess of re-estimated gross reserves: (a)		                                            
Amount   1,832   897   1,512   2,580   3,257   3,260   3,775   4,003   3,577   2,061    
Percentages   8.6%   3.9%   6.4%   10.3%   12.7%   12.3%   13.9%   14.0%   8.5%   4.7%    
(a) It is not appropriate to extrapolate future redundancies or future deficiencies based on the loss reserves development presented in the table, as conditions and trends that have affected development of the liability in prior periods may not necessarily occur in the future periods. Redundancy/deficiency disclosed includes forex impact between one year and the next.
This line also includes the impact of the unwind of discount rate on annuities (which are developed from 2006 on) for an amount of €107 million for 2007 and €196 million for 2006.
(b)AXA acquired GRE in May 1999. GRE's operations have been integrated within AXA. At the time of acquisition, GRE's gross reserves totaled €5.6 billion.
(c)  In 2004, AXA Corporate Solutions Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to "other
international activities". The reserves of AXA Corporate Solutions Assurance US were presented on an occurrence year basis and included in the Property
& Casualty loss reserves development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were presented on
an underwriting year basis and included in the AXA RE loss reserves development table.
(d) In 2006, Winterthur's operations were integrated within AXA. Total loss reserves developed amounted to €41.3 billion including €8.7 billion in respect of
Winterthur (final figure after PGAAP re-opening).

37

LOSS RESERVES DEVELOPMENT TABLE: AXA RE

On December 21, 2006, the AXA Group finalized an agreement to sell the AXA RE reinsurance business to Paris Ré Holding.
Under the terms of the agreement, AXA retains exposure to any changes in the final cost of claims occurring before December
31, 2005. However, the proportional treaty set in place as part of the agreement between AXA RE and Paris Ré protects AXA
entirely from any claims occurring after January 1, 2006. Consequently, the table below shows the development of loss reserves
recognized in AXA RE's balance sheet at each year-end until December 31, 2005. Reserves recognized after that, which correspond
to exposure assumed fully by Paris Ré, have not been developed.

(in Euro million except percentages)   1998   1999   2000   2001(c)   2002   2003   2004(b)   2005
Gross reserves for unpaid claims and claims expenses
developed initially at the booking date(a)		   3,060   3,396   3,455   5,868   4,778   4,200   3,314   4,523
Gross reserves for unpaid claims and claims
expenses developed in 2008(d)		   3,060   3,396   3,453   5,868   4,778   3,742   3,314   4,253
Initial retroceded reserves   (416)   (430)   (393)   (1,652)   (1,020)   (853)   (410)   (1,048)
Retroceded reserves in 2008(d)   (416)   (430)   (393)   (1,652)   (1,020)   (461)   (502)   (1,048)
Initial net claims reserves   2,644   2,966   3,060   4,216   3,758   3,281   2,812   3,205
Cumulative payments at:                                
One year later   956   1,165   1,218   1,987   1,441   950   1,127   1,191
Two years later   1,594   1,893   1,860   3,198   2,113   1,543   1,574   1,688
Three years later   2,000   2,265   2,449   3,603   2,570   1,784   1,812   2,123
Four years later   2,232   2,779   2,549   3,978   2,768   1,953   2,289    
Five years later   2,677   2,726   2,770   4,140   2,899   2,352        
Six years later   2,566   2,894   2,874   4,242   3,239            
Seven years later   2,697   2,966   2,939   4,538                
Eight years later   2,755   3,011   3,148                    
Nine years later   2,794   3,099                        
Ten years later   2,878                            
Reserve re-estimated at:                                
One year later   3,743   3,969   4,199   5,922   5,012   3,438   3,797   4,061
Two years later   3,817   4,105   4,061   6,183   4,163   3,642   3,621   3,745
Three years later   3,772   3,955   4,034   5,314   4,374   3,514   3,399   3,884
Four years later   3,643   4,027   3,817   5,536   4,281   3,332   3,664    
Five years later   3,722   3,755   3,944   5,466   4,107   3,553        
Six years later   3,444   3,845   3,887   5,308   4,326            
Seven years later   3,521   3,797   3,766   5,451                
Eight years later   3,478   3,713   3,895                    
Nine years later   3,403   3,723                        
Ten years later   3,459                            
Cumulative redundancy (deficiency) from the initial
gross claims reserves in excess of (less than)
re-estimated gross claim reserves		   (399)   (327)   (442)   417   452   189   (350)   369
Re-estimated retroceded reserves   590   504   572   1,364   1,003   722   1,057   1,394
Premium adjustment(b)   724   1,034   1,281   1,387   1,289   580   374   404
Re-estimated net claims reserves   2,145   2,185   2,042   2,700   2,034   2,251   2,233   2,086
Initial net claims reserves in excess of (less than)
re-estimated net claims reserves as at December 31,2008		                                
Amount(a)   499   781   1,018   1,516   1,724   1,030   579   1,119
Percentages of original net reserve(a)   18.9%   26.3%   33.3%   36.0%   45.9%   31.4%   20.6%   34.9%
(a) The loss reserves development table is presented on an underwriting year basis for AXA RE business. Accordingly reserves re-estimated and the excess
of re-estimated reserves of the initial reserves include reserves for losses occurring up to twelve months subsequent to the original year-end. It is not
appropriate to extrapolate future redundancies or future deficiencies based on the loss reserves development presented in the table, as conditions and
trends that have affected the development of the liability in prior periods may not necessarily occur in future periods.
(b) Represents premiums earned subsequent to the accounting year end and premium reinstatements/experience-rated premiums received and accrued
from the ceding insurers as assumed losses were incurred.
(c)  In 2001, AXA RE's claims reserves were adversely affected by the September 11 attacks.
(d) In 2004, AXA Corporate Solutions Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to
the "other international activities". The reserves of AXA Corporate Solutions Assurance US were presented on an occurrence year basis and included in
the Property & Casualty loss reserves development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were
presented on an underwriting year basis and included in the AXA RE loss reserves development table.

38           2008 ANNUAL REPORT

RECONCILIATION BETWEEN DEVELOPED RESERVES AND TOTAL
RECOGNIZED CLAIM RESERVES

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006(c)
Gross claims and other reserves developed            
Property & Casualty and International Insurance
(excluding AXA RE)		   44,046   44,020   41,301
- Of which future policy benefits annuity reserves   3,530   3,321   -
- Of which construction reserves (PSNEM)   1,592   1,418   1,258
Future policy benefits annuity reserves
(separately developed in 2006)		   _   _   2,492
Total gross claims and other reserves developed   44,046   44,020   43,793
Other reserves non developed(b)   4,431   4,734   5,242
Total gross claim reserves and other reserves for Property & Casualty and International Insurance   48,477   48,754   49,035
(a) Total gross claims and other reserves developed are presented on the basis of the loss reserves development table. The reserves of AXA Corporate Solutions Insurance US were included in Property & Casualty and International Insurance loss reserves. The reserves of AXA RE P&C Insurance Company
and AXA RE Reinsurance Company (€165 million in 2008, €203 million in 2007 and €282 million in 2006) were included in AXA RE's loss reserves development table.
(b) Includes reserves on acceptations (€798 million in 2008, €699 million in 2007 and €771 million in 2006).
(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

ENVIRONMENTAL, ASBESTOS AND OTHER EXPOSURES

AXA regularly reviews environmental, asbestos and other related exposures to ensure that loss provisions take into account
recent developments and information. Further details are provided in Note 14.7 "Environmental pollution and asbestos" included
in "Part V - Consolidated Financial Statements" of this Annual Report.

39

2.2 INFORMATION ON THE COMPANY

Additional factors which may
affect AXA's business

For information relating to certain additional matters that may affect AXA's business, see the "Risk factors" Section included in
Part IV, and Part V "Consolidated Financial Statements" included in this Annual Report.

REGULATION

AXA is engaged in regulated business activities on a global basis through numerous operating subsidiaries and the Group's
principal business activities of insurance and asset management are subject to comprehensive regulation and supervision in
each of the various jurisdictions where the Group operates. AXA SA, the ultimate parent holding company of the AXA Group,
is also subject to extensive regulation as a result of its listing on Euronext Paris and on the New York Stock Exchange and its
nterest in numerous regulated insurance and asset management subsidiaries. Given that the AXA Group is headquartered in
Paris, France, this supervision is based to a significant extent on European Union ("EU") directives, discussed more fully below,
and on the French regulatory system. The AXA Group's principal regulators in France are the Autorite des marches financiers
("AMF"), which is the French financial market regulator, and the Autorite de Controle des Assurances et des Mutuelles ("ACAM"),
which is the principal French insurance regulator.

REGULATORY AND LEGISLATIVE INITIATIVES RELATED TO FINANCIAL
MARKET CRISIS

The financial market crisis of 2008 gave rise to numerous legislative and regulatory initiatives across various jurisdictions where
the Group does business. Most of these initiatives, which were generally designed to stabilize financial markets and financial
institutions around the world, were enacted during the fourth quarter of 2008 following the bankruptcy of Lehman Brothers and
the bail-out of American International Group in September 2008. These initiatives included government programs in France, the
United States and most of the other principal markets where the Group does business.

While the precise nature, scope and extent of legislative and regulatory initiatives growing out of the financial market crisis is not
clear yet, management believes that many of the principal jurisdictions where the Group does business are likely to consider
fundamental legislative and regulatory reforms to address the perceived "root causes" of the financial crisis. Management believes
that these initiatives will likely revolve around common themes but may result in the enactment of a series of technically incoherent
and inconsistent measures across the various jurisdictions where the Group does business, with broad potential implications
for the Group and its business. Management believes that these initiatives are likely to revolve around the following areas and
themes, among others:
•   Potential Reforms to Regulatory Structures
- Proposal to establish a cross-border "supra-national" regulator to supervise the largest global financial institutions
- Move towards a universal "FSA-type" regulatory structure in the US with an optional or mandatory Federal charter for insurance
companies and increased powers for the US Federal Reserve and Treasury to broadly regulate financial institutions and
systemic risk
- Similar proposals aimed at addressing the risk of "regulatory arbitrage" arising from fractured and inconsistent regulation of
financial institutions both nationally and internationally.

•   Potential Legislative Initiatives designed to "cure" perceived excessive risk taking and misaligned financial incentives
-Attempts to legislate corporate governance standards and principles
- Increased responsibilities of Boards and Board Committees to specifically identify and address financial incentives that may
lead to "excessive" risk taking by an institution with broad potential implications for fiduciary duties and liabilities of directors
- Increased restrictions on, and new disclosure requirements with respect to, executive compensation
- Increased restrictions on, and new disclosure requirements with respect to, related party transactions
- Increased restrictions on, and new disclosure requirements with respect to, conflicts of interest - in particular aimed at
misaligned financial incentives
- Increased restrictions on, and new disclosure requirements with respect to, securitization transactions - in particular retention
of risk by originators/ sponsors
- Increased restrictions on, and new disclosure requirements with respect to, off-balance sheet arrangements.

40           2008 ANNUAL REPORT

•   Potential Financial Market Regulation Reforms
- Establishment of regulated trading markets for Credit Default Swaps (CDSs) and other derivatives
- Potential regulation of CDSs as "credit insurance" requiring licensing of institutions offering these instruments
- Regulation of ratings agencies and redefinition of the relationship (including compensation relationship) between agencies
and issuers
- Regulation of hedge funds, mortgage brokers, non-bank lenders and other participants in the "shadow" financial systems
- Tighter regulation of short selling
- Review of mark-to-market accounting rules and impairment rules.

•   Potential Reforms to solvency, capital and liquidity requirements for financial institutions including limitations on excessive
leverage
- Proposals to subject "systemically significant" institutions to more stringent requirements.

•   Potential Consumer Protection Reforms for Financial Products
- Proposals to create consumer protections structures such as a "Consumer Financial Products Safety Commission" charged with
broad oversight of all types of consumer financial products - from banking to insurance to asset management and beyond.

•   Increased prosecution and criminalization of corporate risks.

Management believes that 2009 is likely to see significant regulation in some or all of these areas, among others, and that the
massive injection of government funds into a number of major financial institutions over the past months has broad potential
triplications, the full extent of which is not clear yet, for those institutions (and for the financial services sector more generally)
in terms of the extent and nature of continuing government influence and control. The Group will monitor the evolution of these
initiatives and their potential impact on our business closely over the coming months.

Financial institutions such as AXA, that have not received any form of government support or backing, find themselves increasingly
competing directly against government supported or controlled financial institutions in many of their principal markets. This is an
unprecedented situation with broad potential implications for the competitive landscape going forward. In this context, management
is concerned about potentially abusive uncompetitive practices by its government supported or controlled competitors, for
example, in attempting to use their government backing as a marketing advantage with consumers and/or taking advantage of
government injected funds to aggressively "buy" revenues and market shares by underwriting risks on an unprofitable basis - in
both cases to the detriment of pure private sector players such as AXA. Management is monitoring this situation very closely and
will act to protect its interests where warranted.

INSURANCE RELATED REGULATION

While the extent and nature of regulation varies from country to country, most jurisdictions in which AXA's insurance subsidiaries
operate have laws and regulations governing sales practices, standards of solvency, levels of capital and reserves, permitted types
and concentrations of investments, business conduct, agent licensing, approval of policy forms and, for certain lines of insurance,
approval or filing of rates. In certain jurisdictions, regulations limit sales commissions and certain other marketing expenses that may
be incurred by the insurer. In general, insurers are required to file detailed annual financial statements with their supervisory agencies
in each of the jurisdictions in which they do business. Such agencies may conduct regular or targeted examinations of the insurers'
operations and accounts and make requests for information from the insurer. Certain jurisdictions also require registration and periodic
reporting by holding companies that control a licensed insurer. This holding company legislation typically requires periodic disclosure
concerning the corporation that controls the licensed insurer and other affiliated companies, including prior approval of transactions
between the insurer and other affiliates such as inter-Group transfers of assets and payment of dividends by the controlled insurer.
In general, these regulatory regimes are designed to protect the interests of policyholders rather than shareholders.

REGULATORY CAPITAL REQUIREMENTS

The Company's insurance subsidiaries are subject to regulatory capital requirements in the jurisdictions where they do business,
which are designed to monitor capital adequacy and to protect policyholders. While the specific regulatory capital requirements
(including definition of admitted assets and methods of calculation) vary between jurisdictions, an insurer's required capital
can be impacted by a wide variety of factors including, but not limited to, business mix, product design, sales volume, invested
assets, liabilities, reserves and movements in the capital markets, including interest rates and equity markets. Regulatory capital
requirements may increase, possibly significantly, during periods of declining equity markets and/or lower interest rates such as
those experienced during 2008.

At the consolidated Group level, the Company is required to calculate, in accordance with applicable French "Solvency 1"
regulations, a consolidated solvency margin ratio which represents the Company's total available capital as compared to its
required regulatory capital. Under applicable French regulations, 100% is the minimum required consolidated solvency margin for
the Company. As at December 31, 2008 the Company's consolidated solvency margin was 131% (or 127% taking into account
the proposed 2008 dividend payment of €0.40 per share). The Company's year-end 2008 solvency margin is lower than its
consolidated solvency margin at December 31, 2007 (154%) and is also lower than the consolidated solvency margin ratios
published by certain of the Company's principal competitors.

41

Insurance regulators have broad discretion in interpreting, applying and enforcing their rules and regulations with respect to
regulatory capital requirements and, during periods of extreme financial market turmoil of the type we have experienced over
the past several months, regulators may become more conservative in the interpretation, application and enforcement of these
rules which may involve them, for example, imposing increased reserving requirements for certain types of risks, greater liquidity
requirements, higher discounts/"haircuts" on certain assets or asset classes, more conservative calculation methodologies or
taking other similar measures which may significantly increase regulatory capital requirements.

Ratings agencies also take into account the Company's consolidated solvency margin and the regulatory capital position of its
insurance subsidiaries in assessing our financial strength and credit ratings. Ratings agencies may make changes to their internal
models from time to time that may increase or decrease the amount of capital we must hold in order to maintain our current
ratings. To the extent that our regulatory capital levels are deemed insufficient to meet rating agency criteria, our financial strength
and credit ratings may be downgraded.

Management monitors the Company's consolidated solvency margin and the regulatory capital requirements of its insurance
subsidiaries on an on-going basis both for regulatory compliance purposes and to ensure that the Company and its subsidiaries
are appropriately positioned from a competitive point of view. In the event of a failure by the Company and/or any of its insurance
subsidiaries to meet minimum regulatory capital requirements, insurance regulators have broad authority to require or take various
regulatory actions including limiting or prohibiting the issuance of new business, prohibiting payment of dividends, and/or, in
extreme cases, putting a company into rehabilitation or insolvency proceedings. A failure of any of the Company's insurance
subsidiaries to meet their regulatory capital requirements may also result in the Company having to inject significant amounts of
new capital into its insurance subsidiaries which could adversely affect the Company's liquidity position, results of operations
and financial position. For further information, please see Section 4.1 - "Risk Factors" - "The Company's consolidated solvency
margin declined significantly during 2008 and continued adverse capital market conditions may further negatively impact our
consolidated solvency margin and the regulatory capital requirements of our insurance subsidiaries which could have a material
adverse affect on our business, liquidity, credit ratings, results of operations and financial position".

EUROPE

In Europe, AXA operates in most major markets, including France, Germany, the United Kingdom ("UK") and Belgium through free-
standing subsidiaries that are subject to a comprehensive regulatory regime based on the EU insurance directives on life insurance
and insurance other than life insurance. These directives have been implemented in France, Germany, the UK and other European
jurisdictions and are founded on the "home country control" principle, according to which the ongoing regulation of insurance
companies, including their non-home country insurance operations (whether direct or through branches), is the responsibility of
the home country insurance regulatory authority. The home country insurance regulator monitors compliance with applicable
regulations, including regulations governing solvency, actuarial reserves, investment of assets, statutory accounting principles,
internal governance and periodic reporting requirements. In France, ACAM monitors compliance with applicable regulations, the
insurer's capital base and actuarial reserves, as well as the assets of the insurer that support such reserves. Selling activities of
non-home country insurance operations, however, are generally supervised by the regulator in the country in which the sale of
the insurance product takes place. As a result of the implementation of these directives, an insurance company that has been
licensed to conduct insurance business in one jurisdiction of the EU may do business directly or through branches in all other
jurisdictions of the EU without being subject to additional licensing requirements in the other jurisdictions.

The EU has also adopted various directives concerning solvency margin requirements for insurers and insurance groups:
•   A 1998 EU directive, implemented into French law in 2002, requires insurance groups to calculate a consolidated solvency
margin. In accordance with this directive, AXA must establish appropriate internal controls to ensure solvency sufficient to
cover all of the Group's insurance liabilities, inform the French insurance regulatory authorities annually of certain intra-group
transactions, and calculate on a consolidated basis the capital needed to meet the respective solvency requirements of the
Group's insurance subsidiaries. Similar solvency requirements must be fulfilled by intermediate holding companies that own
AXA Group insurance subsidiaries in different EU jurisdictions.
•   A 2002 EU directive, implemented into French law in 2005, concerns the regulation and supervision of financial conglomerates
and provides for the assessment of financial conglomerates capital requirements at the consolidated Group level, the supervision
of risk concentration and intra-group transactions, and the prevention of double-leveraging of the capital of a parent holding
company, i.e. once at the holding parent level and a second time at the subsidiary level ("double gearing"). Although the AXA
Group is not currently deemed a financial conglomerate within the meaning of this legislation by the French insurance regulator,
there can be no assurance that it will not become (or be deemed) a financial conglomerate in the future. Due to the lack of
uniform interpretation of this legislation by local insurance regulators throughout the various EU jurisdictions, AXA's Belgian
subsidiaries have been deemed a financial conglomerate by the Belgian insurance regulator and it is possible that other
European subsidiaries of the AXA Group may also be deemed financial conglomerates by local regulators thereby subjecting
them to the requirements of this law.
•   The European Commission (the "Commission"), jointly with Member States, is carrying out a fundamental review of the regulatory
capital regime of the insurance industry (the "Solvency 2" project) that will update the existing life, non-life, reinsurance and
insurance groups directives. Its principal objective is to establish a solvency system that is better matched to the true risks of
insurers, enabling supervisors to protect policyholders' interests as effectively as possible and in accordance with common
principles across the EU. Solvency 2 is expected to be based on the concept of three pillars: minimum capital requirements,
supervisory review of firms' assessments of risk and enhanced disclosure requirements. Its scope is expected to cover, among
other matters, valuations, the treatment of insurance groups, the definition of capital and the overall level of capital requirements.

42           2008 ANNUAL REPORT

Under Solvency 2, companies will be encouraged to improve their risk management processes and will be permitted to make
use of internal economic capital models to enable a better understanding of risks and appropriate adaptation of the model to
each insurer's specific business mix and risks. In 2007, the Commission adopted a draft directive setting forth various policy
principles and guidelines that will act as a framework for the development of the Solvency 2 regime. Implementing measures
will be adopted by the Commission and the Member States, supplementing this framework, and Solvency 2 is expected to
be implemented by 2012.

In addition to these directives governing solvency of insurance companies and groups, in France, Germany, the UK, and certain
other European jurisdictions, Property & Casualty insurers are required to maintain equalization reserves to protect themselves
against the impact of large claims and catastrophes. The basis on which these equalization reserves are established is set out
in the local country regulations based on pre-established formulas applicable to certain lines of business and may be capped
at a maximum level.

There have been a number of other initiatives in Europe with implications for AXA's European insurance subsidiaries, and the
European insurance sector more generally, including the following:
•   The financial stabilization initiatives referred to above.
•    In various European and other jurisdictions, including the UK, insurance and financial services regulators have adopted or are
generally moving towards a "principles based" system of regulation founded on a set of general and broadly worded principles
rather than detailed prescriptive rules. These principles, which provide regulators with broad discretion in their application, cover
a variety of matters and are designed to ensure, among other matters, that insurers and other financial services providers treat
their customers fairly, conduct their business with the requisite levels of integrity and ethics, maintain appropriate corporate
governance practices and internal controls, and generally manage their businesses in a prudent manner taking into account
their fiduciary duties and the interests of their customers.
•   Over the past several years a number of European jurisdictions, including France and Belgium, and other jurisdictions have
enacted legislation that permits corporate entities to be charged with criminal offenses. The standard for attributing criminal
conduct by corporate officers and employees to corporate entities is not clearly defined in many of these jurisdictions and
government prosecutors and judges have broad discretion in this area. In recent years, indictments of corporate entities for
alleged criminal offenses have become increasingly common. While a criminal indictment of a corporate entity may not pose
material financial risk, it has broad potential implications for a regulated financial institution like AXA both from a reputation point
of view and from a regulatory perspective because a criminal conviction can have potentially far reaching negative implications
for other Group companies engaged in regulated businesses around the world including for their ability to obtain and/or maintain
licenses to engage in certain types of regulated business activities.

Finally, there are numerous other legislative and regulatory initiatives within various European jurisdictions relating to a variety of
matters, including such matters as distribution practices and changes to tax laws that may affect the attractiveness of certain of
our products, which currently have favorable tax treatment.

UNITED STATES

In the United States, regulation of the insurance business remains principally at the state level, with AXA's insurance operations
being subject to regulation and supervision by various states and territories. Within the U.S., the method of regulation vary between
the different states but generally has its source in statutes that delegate regulatory and supervisory powers to a state insurance
commissioner. While the extent of regulation varies by jurisdiction, most jurisdictions have laws and regulations governing approval of
policy forms and rates, sales practices and business conduct, the standards of solvency that must be met and maintained (including
risk-based capital measurements), the establishment and levels of reserves, the licensing of insurers and their agents, sales practices
by agents, the nature of and limitations on permitted investments, restrictions on the size of risks which may be insured under a
single policy, deposits of securities for the benefit of policyholders, methods of accounting, periodic examinations of the affairs of
insurance companies, and the form and content of reports of financial condition and results of operations to be filed.

Certain of AXA's U.S. insurance, broker-dealer, investment adviser and investment management subsidiaries, including AXA Equitable
Life Insurance Company ("AXA Equitable"), and certain life insurance policies and annuity contracts offered by them are subject to
regulation under the Federal securities laws administered by the SEC and under certain state securities laws. The SEC conducts
regular examinations of the operations of these companies, and from time to time, makes requests for information from them. The
SEC, other governmental and regulatory authorities, including state insurance and securities regulators, and the Financial Institutions
Regulatory Authority ("FINRA") may institute administrative or judicial proceedings which may result in censure, fines, the issuance
of cease-and-desist orders, the suspension or expulsion of a broker-dealer or member, its officers or employees or other similar
sanctions. Over time, AXA Financial's broker-dealer subsidiaries and its other subsidiaries have provided and, in certain cases
continue to provide, information and documents to the SEC, FINRA, state attorneys general and other regulators on a wide range
of issues. Ongoing or future regulatory investigations could result in fines, other sanctions and/or other costs.

Several U.S. states, including the state of New York, regulate transactions between an insurer and its affiliates under insurance
holding company acts that establish certain reporting requirements and place restrictions on provision of services and on
ntercompany transactions. State insurance regulators also have the discretionary authority to limit or prohibit new issuances of
business to policyholders within their jurisdiction when, in their judgment, the issuing insurer is not maintaining adequate statutory
surplus or capital. Life insurers in the United States are also subject to risk-based capital ("RBC") guidelines, which provide a

43

method of measuring the adjusted capital (statutory capital and surplus plus asset valuation allowance and other adjustments)
that a life insurance company should have for regulatory purposes and that takes into account the risk characteristics of the
company's investments and products. AXA Equitable and AXA's other U.S. life insurance subsidiaries expect that the statutory
surplus will continue to be in excess of the minimum RBC levels required to avoid regulatory action.

Although the U.S. federal government generally does not directly regulate the insurance business, many federal laws affect the
insurance business in a variety of ways, including the Federal Fair Credit Reporting Act related to the privacy of information and
the USA Patriot Act of 2001 relating to, among other things, the establishment of anti-money laundering programs. Furthermore,
many U.S. federal tax laws affect the business in a variety of ways. There are a number of existing, expiring, newly enacted and
previously or currently proposed U.S. federal legislative initiatives, including U.S. federal tax initiatives, that may significantly affect
AXA's U.S. life insurance subsidiaries including, among others, the following:

Estate and Related Taxes. Under federal tax legislation passed in 2001, exemption amounts have been increasing and rates have
been decreasing for estate and generation skipping taxes. Under current law, such taxes are scheduled to be repealed for 2010,
but to return to their 2001 levels thereafter. Legislative proposals range from eliminating the one-year repeal and continuing these
taxes at or above the 2009 exemption amounts and rates to making permanent the 2010 one-year repeal. Although a continuation
of the repeal beyond 2010 seems unlikely, elimination of the estate tax would likely have an adverse impact on life insurance sales
since a significant portion of our life insurance sales are made in conjunction with estate planning. Conversely, a continuation or
an increase of the estate tax would benefit sales and persistency.

Income, Capital Gains and Dividend Tax Rates. Federal tax legislation passed in 2001 also reduced income tax rates, and tax
rates on long-term capital gains and qualifying corporate dividends. Such changes have lessened the tax appeal of cash value
life insurance and annuity products. Unless extended, these lower rates are set to expire after 2010. The Obama administration
has expressed an intention to increase the income tax rates for higher income taxpayers and to reduce income tax rates for
middle and lower income taxpayers. The tax appeal of cash value life insurance and annuity products would benefit from higher
income and capital gains tax rates but would be reduced by lower tax rates.

Other Proposals. The U.S. Congress may also consider proposals for, among other things, the comprehensive overhaul of the
Federal tax law and/or tax incentives targeted particularly to lower and middle income taxpayers. For example, there may be
renewed interest in tax reform options, which could present sweeping changes to many longstanding tax rules. One possible
change includes the creation of new tax-favoured savings accounts that would replace many existing qualified plan arrangements.
Another would eliminate or limit certain tax benefits currently available to cash value life insurance and deferred annuity products.
Enactment of these changes or similar alternatives would likely adversely affect new sales, and possibly funding and persistency
of existing cash value life insurance and deferred annuity products.

The current, rapidly changing economic environment may increase the likelihood of substantial changes to federal tax law.
Management cannot predict what, if any, legislation will actually be proposed or enacted based on these proposals or what
other proposals or legislation, if any, may be introduced or enacted relating to AXA Financial's business or what the effect of any
such legislation might be.

On August 25, 1998, AXA, Winterthur Group and certain other European insurers signed a Memorandum of Understanding with
certain U.S. insurance regulators and non-governmental Jewish organizations agreeing to the establishment of the International
Commission on Holocaust Era Insurance Claims ("ICHEIC"). ICHEIC conducted an investigatory process to determine the status of
life insurance policies issued to Holocaust victims between 1920 and 1945 and settled thousands of claims filed with the ICHEIC
with respect to policies issued by the European insurers participating in ICHEIC. After having completed its archival research and
audit processes as well as the payment of all valid claims submitted by Holocaust victims and their heirs, the ICHEIC concluded its
work in March 2007. As a result of its participation in the ICHEIC process, AXA benefits from a statement of interest issued by the
U.S. federal government which provides that ICHEIC should be recognized as the exclusive remedy for all Holocaust era insurance
claims. This statement of interest is intended to protect AXA against future civil litigation in the U.S. by Holocaust claimants and
to encourage judges handing this type of litigation to dismiss these claims. While this statement of interest provides AXA with a
certain level of protection against future lawsuits of this type in the U.S., it does not offer complete protection and, consequently
AXA could still be subject to litigation in the U.S. brought by Holocaust claimants.

ASIA-PACIFIC AND OTHER JURISDICTIONS

The other jurisdictions in which AXA operates, including those in the Asia-Pacific region, also have comprehensive regulatory
regimes with which AXA must comply. In general, insurance laws and regulations grant supervisory authorities broad administrative
powers, including the power to limit or restrict the conduct of business for failure to comply with such laws and regulations or
to revoke an insurer's license to operate. Consequently, AXA's insurance subsidiaries operating in the Asia-Pacific region could
be subject to regulatory orders limiting, restricting or terminating their regulated business activities in the event they fail to meet
local regulatory requirements. In addition to licensing requirements, AXA's insurance operations in these jurisdictions are also
generally regulated with respect to currency, policy terms and language, amount and types of security deposits, amount and type
of reserves, amount and type of local investment and the share of profits to be paid to policyholders on participating policies.
In certain jurisdictions, regulations governing constitution of technical reserves and similar regulations may prevent payment of
dividends to shareholders and/or repatriation of assets.

44           2008 ANNUAL REPORT

AXA's life-insurance products' advantageous tax treatment may be eliminated or adversely impacted for certain products by
changes in tax laws that are considered from time to time in jurisdictions in which AXA operates. For example, the Japanese
legislature adopted a change in the tax treatment of Increasing Term Products that reduced tax advantages of these products
and adversely affected sales of these products in the Japanese market. As in other regions of the world, regulators in the Asia-
Pacific region have broad discretion in their application of regulation and to investigate licensed insurers, on an individual or
sector basis, to examine specific issues. For example, in Japan, the FSA ordered an extensive examination of claims payment
practices in the life insurance sector during 2007. As part of this investigation, AXA Japan reviewed several hundred thousand life
nsurance payments over the prior 5 years to determine whether benefits had been paid correctly. The investigation uncovered a
limited number of incidents, which have since been fully addressed, and the FSA decided not to pursue any administrative action
against AXA Japan. In addition, in the fourth quarter of 2008 the FSA launched a formal investigation into the circumstances
surrounding the collapse of an independent agent that was a distributor of AXA Life Japan products. The agent is alleged to have
engaged in certain fraudulent and illegal sales practices over a period of several years and the FSA has requested that AXA Life
submit a detailed report describing its relationship with the agent, whether AXA Japan and its personnel had any knowledge of
the agent's sales practices and proposed improvements to AXA Life Japan's internal controls and procedures to more closely
monitor and quickly detect questionable sales practices by independent agents that distribute its products. This investigation
is on-going and AXA Life Japan is fully cooperating with the FSA in this matter. In addition, in 2008, the Government of Japan
enacted a new Insurance Law which is expected to become effective in 2010. The main intent of the law is to further protect
policyholders' interest and to increase transparency for the policyholder. AXA Japan is preparing for the introduction of the law
and assessing the potential impact on its business.

ASSET MANAGEMENT RELATED REGULATION

AllianceBernstein and AXA Investment Managers are subject to extensive regulation in the various jurisdictions in which they
operate. These regulations are generally designed to safeguard client assets and to ensure adequacy of disclosure concerning
investment returns, risk characteristics of invested assets in various funds, suitability of investments for client investment objectives
and risk tolerance, as well as the identity and qualifications of the investment manager. These regulations also generally grant
supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of business for failure to
comply with such laws and regulations. In such event, the possible sanctions that may be imposed include the suspension of
ndividual employees, limitations on engaging in business for specific periods, the revocation of the registration as an investment
adviser, censures and fines.

AllianceBernstein and certain of its subsidiaries as well as certain U.S. subsidiaries of AXA Investment Managers and AXA Financial,
Inc. are investment advisers registered under the United States Investment Advisers Act of 1940 (the "Investment Advisers Act").
Each of AllianceBernstein's U.S. mutual funds is registered with the SEC under the U.S. Investment Company Act of 1940 (the
"Investment Company Act") and the shares of most of these funds are qualified for sale in all states in the United States and the
District of Columbia, except for U.S. funds offered only to residents of a particular state. Certain subsidiaries of AllianceBernstein
and AXA Financial, Inc. are also registered with the SEC as transfer agents and broker-dealers that are subject to minimum net
capital requirements. Asset management services rendered by AllianceBernstein and/or AXA Investment Managers to AXA Group
insurance companies (and other types of transactions between these companies), are subject to various insurance laws and
regulations in the various jurisdictions where these insurance company clients are domiciled. These regulations generally require
that the terms of transactions between the investment manager and its client be fair and equitable, that charges or fees for
services performed be reasonable and that certain other standards be met. Fees must be determined either with reference to
fees charged to unaffiliated clients for similar services or, in certain cases, which include ancillary service agreements, based on
cost reimbursement.

FINANCIAL MARKET REGULATION AND RELATED MATTERS

As a publicly-traded company with its securities listed on both Euronext Paris and the New York Stock Exchange, the Company
must comply with the relevant rules for listing and trading on each of these exchanges and with a number of other laws and
regulations including French and U.S. securities laws administered and enforced by, respectively, the AMF in France and the
SEC in the U.S. These listing rules, other laws and regulations govern a wide variety of matters including (i) timely and accurate
disclosure of information to investors, (ii) presentation of financial information in accordance with IFRS requirements (as well as
in accordance with certain SEC requirements), (iii) restrictions on presentation of non-GAAP measures in the U.S., (iv) auditor
independence requirements (including prohibitions on auditors furnishing certain types of non-audit services), (v) numerous
corporate governance requirements (including independence requirements for audit committee members), (vi) certification of
certain public reports by AXA's Chief Executive Officer and Chief Financial Officer, and (vii) requirements to evaluate, document,
and report on AXA's internal controls over financial reporting and disclosure controls and procedures. The scope and impact of
these requirements on the day-to-day operations of AXA has increased significantly since the adoption of the Sarbanes-Oxley Act
in the U.S. in 2002 and the adoption of similar legislation in other jurisdictions, including the Financial Security Law (loi de sécurité
financière) in France in 2003. While the spirit of these laws is very similar, their technical requirements often vary and conflict with
one another. Management has devoted substantial resources to ensure compliance with both the letter and spirit of these laws
and anticipates that considerable resources will continue to be devoted to this area in the future.

45

In addition to these requirements, a number of recent legislative and regulatory initiatives in France, at the EU level or in other
jurisdictions where AXA operates have potential implications for AXA and its subsidiaries. Certain of these initiatives may help
create more uniform practices across the EU and facilitate the development of more open and accessible European market for
international companies like AXA. For instance, the European takeover directive, implemented into French law in 2006, provides a
more uniform takeover regime within the EU, and the European directive relating to cross-border mergers, which was implemented
into French law in 2008, considerably simplifies the regulatory framework applicable to these mergers. However, others initiatives
may increase the compliance burden, associated expense and regulatory risk for AXA and other market participants, including
the following:
•   Anti-money laundering and anti-terrorism legislations have been enacted and continue to evolve in the many jurisdictions in
which AXA and its subsidiaries operate. These laws and regulations impose increasingly complex compliance requirements
on international groups such as AXA and prohibit the Group from doing business with certain countries, individuals or
organizations.
•    Certain European jurisdictions have enacted legislation that impacts investment of the Group's proprietary assets and may also
affect the Group's asset management activities for third-party clients in those jurisdictions, including by restricting investment
in financial instruments issued by companies engaged in certain activities. These types of legislation, which often vary from
one jurisdiction to another, increase compliance costs and risks for the Group in the various European jurisdictions where it
operates.
•    In France and in certain other EU jurisdictions, there are continuing discussions concerning implementation of a "class action"
litigation mechanism that would allow groups of plaintiffs to bring collective actions. The scope and form of any such mechanism,
as well as the timing of introduction, are currently under discussion.

46           2008 ANNUAL REPORT

2.3 ACTIVITY REPORT

Insurance and Asset Management markets

LIFE & SAVINGS

France1. The French Life Insurance market declined by 11% in 2008, especially on Individual lines business (-12%) whereas
Group Life business decreased by 1%. This negative market evolution was principally due to the financial crisis and the economic
downturn. In this context, AXA outperformed the market on individual savings business (-5%), despite a drop in unit-linked funds
sales. AXA underperformed the market on Group business, as a result of an exceptional level of large retirement contracts in 2007
(€777 million vs. €187 million in 2008), partly compensated by Group Life and Health performance in 2008 (respectively +8% and
+11%) thanks to a good level of new Health contracts. AXA ranked third in the French Life & Savings market in 2008.

United States2. In the Life insurance market, total Life industry sales were down 3% for the first nine months of 2008 as compared
to the same period last year. The equity market downturn had a strong negative effect on industry Variable Life product sales,
resulting in a decline of 16% for the first nine months of 2008. Industry Universal Life sales also saw a decline during the same period,
falling 2%, partly attributable to price increases across the industry. In addition, for the nine month period, Whole Life insurance
sales increased 4% and Term Insurance sales decreased 1%. In the annuity industry, Variable Annuities were negatively impacted
by the fall in equity markets as industry sales declined 10% through the first nine months of 2008. Conversely, Fixed Annuities
benefited from the difficult market environment as consumer preferences shifted to more conservative investment vehicles,
leading to an industry sales increase of 41% for the first nine months of 2008. In Life, AXA ranked 13th overall for the same period,
as increased pricing in Universal Life products impacted sales considerably. AXA's Variable Annuity business maintained its 2007
year-end market share, ranking third overall through nine months.

United Kingdom3. New annualized business (new regular premiums plus 10% of single premiums) was 6% lower than the same
period in 2007. Concerns over global economies, the banking sector and a subsequent equity price collapse, alongside the impact
of changes to capital gains tax announced in the Pre Budget Report, adversely affected Wealth Management business volumes
(down 16%). Individual Pre and Post Retirement products are no longer benefiting from the post A-Day impact experienced in 2007
or the migration into Self Invested Personal Pensions, however other opportunities still exist in these markets. Fund Supermarkets
and Wrap platforms continued to attract advisers and investors alike, while the transition to fee based advice gathered momentum.
Annuity sectors faced significant threat from low interest rates. Protection market volumes were depressed as mortgage sales
fell sharply driven by the ongoing 'credit crunch'. AXA's Protection sales (which represented 3% of AXA Life APE in 2008) rose
by 15% over the first nine months of 2008 vs. the same period in 2007, capturing market share of 7.3% (vs. 6.7% in 2007) while
the market fell by 4%. Within the United Kingdom, the traditional IFA and multi-tie channels represented collectively 77% of total
market new business. AXA's market share remained at 7.7% in 2008.

Japan4. The Life insurance market declined by 3% due to lower annuity sales following turbulent market conditions. Bancassurance
sales also suffered as a result of the new regulatory constraints making insurance products with strong investment characteristics
more difficult to sell. Falling asset values combined with decreasing interest rates should trigger many insurers to review their
annuity product features. Competition in the high margin medical segment continued to intensify with both life & non-life insurers
continuing to aggressively target this market. The industry did welcome the conclusion of the review into Increasing Term (a key
product for a number of insurers) tax deductibility which, while halving deductibility for new business, resolved uncertainty and
enabled the industry to relaunch the product. As in 2007, AXA ranked 10th in the market based on premium income (3rd for number
of inforce Medical policies). AXA's market share was 2.8%.

Germany5. The Life & Savings market increased by 1% in 2008. The trend away from traditional products in favor of unit-linked
annuity products continued, but inverted in the last quarter due to the financial crisis. The increase in short-term and medium-
term investment products, which compete directly with banking products, continued in 2008 (+35% in terms of single premiums).
The core products of the Retirement Earnings Law ("Alterseinkunftegesetz"), the "Rürup" pensions, declined by 10% in terms of
regular premiums. In the "Riester" business, the regular premiums increased by 71% thanks to fiscal incentive in 2008. German
Private Health insurance market grew by 3%. In 2007, AXA ranked 5th in the Life market (considering all companies part of the
Group of Public Insurers independently) and 4th in the Health market.

(1) Source: FFSA.
(2) Please note that the numbers quoted for the market data (Life and annuity) are for the nine months ended September 30, 2008. Source: LIMRA and VARDS (Morning Star).
(3) Please note that the numbers quoted for the market data are for the nine months ended September 30, 2008. Source for market share: ABI/MSE© 2008 Association of British Insurers.
(4) Source: Insurance Research Institute. Statistics of Life Insurance Business in Japan. Fiscal Year 2007. Premium income growth in 2007 excludes Kampo Life which reported for the first time in FY2007.
(5) Source: GDV (March 2009).

47

Switzerland. The Life market was flat1. In Group Life, growth was slightly positive mainly caused by intrinsic drivers such as
salary increases. Switzerland was still impacted by competitive re-investment activities of autonomous pension "foundations"
even though they started suffering from the financial crisis due to their higher exposure to equities than traditional companies like
AXA Winterthur. AXA Winterthur held the leading position in Group Life with a market share remaining above 30%. In Individual
Life, the financial markets turmoil in 2008 increased sales in guaranteed traditional products with annual premiums and the
low interest rate level reduced the attractiveness of traditional single premium products. Although large portfolios matured in
traditional Insurance business in 2008, the low reinvestment rate resulted in a slightly negative assumed growth rate in Individual
Life. AXA Winterthur ranked second in Individual Life with a market share remaining above 14%.

Belgium2. In Life, 2008 is expected to be flat or even down in terms of written premiums, due to the increase in interest rates
and the turmoil on the financial markets. Individual Life is expected to decrease sharply, while Group Life kept on growing driven
by new legal requirements on pension contracts. In 2008, Fortis, Dexia, KBC and Ethias were recapitalized by the Federal State.
AXA ranked second in 2007 with a market share remaining above 14%3.

Mediterranean and Latin American Region. Italy. The market evolution (-18%4 in new business production) was impacted by
financial markets mainly in corporate and index linked products. Spain. The market, with a+15%5 growth, was characterized by
the intense competition from bank deposits, stemming from the liquidity crisis initiated in 2007, and which appealed to domestic
consumers who have traditionally a short term approach to saving. The industry saw the formation of large bank insurance JVs
leading to a change in Top 5 players. Mexico. Life insurance market continued to grow by 10-13%6, mainly driven by Individual
products, the banks continuing to gain market share in Individual Life (from 37% to 41%), while losing market share in Group Life
(from 22 to 20%). Turkey. The Life insurance market growth was up 2%7, mainly driven by Private Pension Plan (PPP) companies,
which have been very competitive since 2003. In Health business, despite a low penetration rate the market profitability remained
low in a competitive environment, especially due to group policies. Portugal. Investment contracts were up 18% and insurance
contracts up 3%8. Greece. The market increased by 14%9. Morocco. The market evolution in 2007 showed a strong double
digit growth of 42%10.

In Italy, AXA ranked 8th, in Spain 10th, in Mexico 7th, in Turkey 6th11, in Portugal 7th, in Greece 8th, and in Morocco 5th. (Dec 2007).

Australia/New Zealand. Despite the considerable challenges posed by the current investment and economic environment, the
fundamental characteristics that make the Wealth Management and Financial Protection markets attractive across Australia and
New Zealand remained unchanged. During 2008 the Australian Wealth Management market was significantly impacted by the
financial markets downturn, funds under management levels dropping 16%12. AXA maintained a 4th place ranking for net funds
flow during this period13. Despite stronger than expected uptake of the Government led KiwiSaver scheme, New Zealand retail
funds under management levels fell 21%14.

Financial Protection product markets in Australia have experienced solid growth during 2008 with inforce premiums increasing
13%15. This was the result of a shift in focus to financial protection and insurance needs in the midst of falling asset values. In New
Zealand inforce premiums for insurance increased by 5% 16 reflecting strong group sales. The top 10 companies continued to
dominate the market, accounting for almost 90% of inforce annual premiums. AXA maintained its 6th ranking in financial protection
with 9% market share in Australia and third in New Zealand with 13% market share17.

Hong Kong. The economy's growth slowed down with GDP growing by 2%18 in 2008. Hang Seng index dropped by 48% due to
the financial market turmoil. Hong Kong remained a very attractive Life insurance market with high savings ratios and moderate
Life insurance penetration. Individual Life market new business sales increased by 13%19 for the first nine months of 2008. Life
insurance premiums increased over the past few years partly because of growing products "a la carte", strong growth in unit
linked savings plan and the entry of banks and new distribution channels in the market. Hong Kong Life insurance market is
relatively concentrated, with 54% of individual Life new business sales stemming from the top 5 companies and 75% from the
top 10 players. Following recent acquisitions and strong organic growth, AXA is now number four for inforce premiums and five
for new business.

(1) Source: FOPI (Federal Office of Private Insurance).
(2) Source: Assuralia (Belgian Professional Union of Insurance companies). Derived from the nine months ended September 30, 2008 figures.
(3) Source : AXA Belgium.
(4) Source: Italian Association of Insurance Companies: ANIA as of Nov 2008.
(5) Source: Spanish Association of Insurance Companies: ICEA as of Dec 2008.
(6) Source : AMIS Asociacion Mexicana de instituciones de Seguros.
(7) Source: Turkish Association of Insurance Companies as of Dec 2007.
(8) Source: Istituto de Seguros de Portugal as of Dec 2008.
(9) Source: Greek Private Insurance Supervisory Committee as of Dec 2008.
(10) Source: Moroccan Association of Insurance Companies as of Dec 2007.
(11) Source: Turkish Association of Insurance Companies as of Dec 2008.
(12) Source: Plan for Life as at September 2008 c.f. December 2007.
(13) Source: Plan for Life, 12 months ending September 2008.
(14) Source: AXA New Zealand, as at 31 December 2008.
(15) Source: Plan for Life, 12 months ending September 2008.
(16) Source: ISI statistics as at 30 September 2008.
(17) Source: Plan for Life as at 30 September 2008, ISI statistics as at 30 September 2008.
(18) Source: 3rd quarter 2008 year-on-year % change in real terms (latest).
(19) Source: OCI statistics, 2007Q3YTD and 2008Q3YTD.

48          2008 ANNUAL REPORT

South East Asia & China. The climate deteriorated towards the end of 2007 as a result of issues in the US economy.
The life insurance business in China performed well in the first nine months of 2008 growing by 67%1 in total premiums largely
on the back of strong bancassurance business. AXA was number thirty-three for inforce premiums and twenty-seven for new
business2. The life insurance sector in Indonesia also performed well in the first half of the year with 39%3 growth in terms of
new business index. AXA was number six for inforce premiums and three for new business4.
Thailand, a market with a relatively low Life insurance penetration of 3%, grew to €633 million4 in annual Life premiums for the
first eight months of 2008. AXA was number eight for inforce premiums and seven for new business4. The Philippines remained
a similarly attractive market5 with very low Life insurance penetration of 1.1%. AXA was number two for total premium income4.
Singapore, which is characterized by large bank deposits and an affluent but underinsured population, recorded new business
index of over €800 million6 for the nine months ended September 2008. AXA was number nine for inforce premiums and eleven
for new business4.

Central and Eastern Europe7. Due to the financial crisis, between the first half of 2008 and the end of 2008, Life market
growth declined from +12% to 0% in Poland8 (excluding short term products), to -9% in Hungary9 and went from +10% to +6%
in Czech Republic10 and Slovakia. AXA's market share over the region was stable at 2.4%. AXA ranked 9th in Hungary, 10th in
Czech Republic and 6th in Poland. In the Pension Funds market, AXA's position improved. AXA ranked 1st in Slovakia, 2nd in Czech
Republic and 5th in Poland and Hungary, with a market share of 7.8% over the region (as compared to 7.4% in 2007).

PROPERTY & CASUALTY

France11. In 2008, market grew by an estimated 3%. In 2008, Motor business was estimated to have increased by 1%, after
2 years of decrease. Household business was estimated to have increased by 5% due to the high increase of property index
(+5.4% estimated at end of November). Commercial business was estimated to have increased by 3% mainly thanks to Liability
and Construction lines. AXA ranked 2nd in the French Property & Casualty market.

United Kingdom & Ireland12. The general deterioration of economic conditions impacted market growth, especially on mortgage
linked accounts within Corporate Partners. Despite this, market tariffs continued to be under pressure given competitive pressure
and focus on retention. AXA continued to be ranked 4th in the Personal lines market with continued growth in Motor through
Swiftcover and in Household. AXA's Commercial lines revenues were flat reflecting difficult market conditions. In a competitive
flat Healthcare market, AXA grew by 8% driven by strong new business and retention through product innovation and service,
broadening distribution and further growth in International business. AXA further grew its share of the Healthcare market and
remained ranked 2nd. In Ireland, AXA ranked 5th overall or 3rd in its core market of Motor. Throughout 2008 the market remained
soft with average prices for Motor 40% lower than 2002. With declining profitability in the past few years, price increases did occur
in late 2008 and early in 2009 but further significant rises are expected across the market during the course of 2009.

Germany13. In 2008, total business increased by 0.2%. Personal and Commercial Motor lines fell by 2.0% in 2008 in the context of
an intense price competition. Personal and Commercial Liability remained stable. In Personal non-Motor the situation was mixed:
Accident slightly increased (+1%), Property increased considerably (+5%), caused by rate increases resulting from high claims in
building in 2007, industrial property continued to decrease (-0.3%), suffering from ongoing pressure on prices. AXA ranked third
(considering all companies part of the Group of Public Insurers independently) in the total Property & Casualty market in 2007.

Switzerland. The Property & Casualty market was flat14 due to fierce competition and price pressure mainly in Motor business
and Commercial lines. AXA Winterthur was the market leader in P&C with a stable market share at 15%.

Belgium15. The Property & Casualty market is expected to increase by 3% in 2008. In Motor, the growth should reach approximately
2%, still impacted by the high competiveness of this market. Household & Property should grow by 2% versus 8% in 2007, due
to the non recurrence of the implementation of the Natural disaster guarantee in Household policies. Liability should grow by 3%
while Workers Compensation is expected to grow by 3%. Tariff increases fuelled the increase in Health (approximately +7%). AXA
continued to rank first in 2008 with a 22.5% market share.

(1) Source: CIRC Statistics.
(2) Source: Watson Wyatt AP Life Update. For China, data as of August 2008 for total weighted premium income and 2007 data for weighted new premium
income. For Indonesia, Life Insurance Federation of Indonesia ("AAJI"), data from January to June 2008. For Thailand, Thai Life Assurance Association
(data from January to July 2008).For the Philippines, Insurance Commission based on 2007 data; ranking based on total premium income (unweighted).
For Singapore, LIA annualized statistics (2005-2008) based on 2008 figures which are annualized (as per policies inforce as at June 30, 2008).
(3) Source: Watson Wyatt report, September 2008.
(4) Source: TLAA Statistics.
(5) Source: Watson Wyatt report, September 2008.
(6) Source: Singapore LIA Statistics.
(7) Ranking are based on 2007 (except Poland Life which is based on Sept. 2008) and market share and growth are based on Sept. 2008 estimation (except
growth in Hungary which is based on Dec. 2008).
(8) Polish Financial Supervision Authority site.
(9) Report of the Association of Hungarian Insurance Companies (Mabisz).
(10) Czech association of insurance companies.
(11) Source: FFSA.
(12) The ranking figures are based on publicly available Interim Reported Results presentations, and are generally on an IFRS basis. They are reported on a
different basis to statutory reporting through FSA Returns (which are (UKGAAP)).
(13)  Please note that the full year figures are preliminary estimation as of end February 2009. Source: GDV.
(14) Source: FOPI (Federal Office of Private Insurance).
(15)  Derived from the nine months ended September 30, 2008 figures (source: Assuralia (Belgian Professional Union of Insurance companies)).

49

Mediterranean and Latin American Region. In Italy the market remained stable as the non Motor business (+3%) was offset
by Motor (-3%), impacted by the slowdown in car sales1. In Spain the market, +2%2, showed clear signs of deceleration with the
economy in recession, an important rise of unemployment, a drop in car sales (-28%) and the fall of the construction industry. In
Mexico the growth of the market is expected to accelerate (13-15% vs. CAGR03-07 of 10%). Health is expected to continue to
grow (15-20%). As of Q3 Motor grew about 12%, the large players remained with a stable market share, however, Q4 expected to
slow down growth (yearly growth expected about 10%). In the other lines of business the growth is mainly driven by government
business (8-10%). In Turkey, the market increased by +16%3 but is expected to be impacted by the economic deterioration (GDP
recession, inflation stabilized around 10% and the explosion of unemployment rate). In Portugal the market decreased by 2%4
mainly explained by Motor branch (-7%) and workmen compensation (-3%) impacted by the economic deterioration. In Greece
the market increased by 4%. In Morocco the market increased by 11%5 driven the economic growth. In Gulf Region market
continued growing strongly (18-20%) driven by regulatory changes, investments in infrastructures and population inflows, with
an increasing price competition.

In Italy, AXA ranked 7th, in Spain 2nd, in Mexico 3rd, in Turkey 1st6, in Portugal 2nd, in Greece 11th, in Gulf Region 6th, and in Morocco 1st.
(Dec 2007).

Asia. South Korea7. The Property & Casualty market increased by a robust 12% in 2008. However, the Motor market growth was
only 4%, a much lower level than 2007, due to a strong contraction of the market in the second half of the year as the economic
crisis affected car sales, as well as a fierce competition, with most insurers decreasing their tariffs following the relatively stable
loss ratios enjoyed over 2007/2008. Premiums for long-term products (which include all contracts with a maturity above 3 years,
in particular Health, Medical and Accident) grew by a remarkable 17%, despite the economic recession, even if new sales slowed
down compared to previous years. Kyobo AXA ranked 1st in the Direct Motor insurance market or 6th in the total Motor market,
increasing its market share from 4.4% in 2007 to 4.7% in 2008. Within the total P&C market, Kyobo AXA ranked 12th. Japan.
The Property & Casualty market declined by 3%11 in the year ending March 2008. Compulsory Automobile Liability Insurance
and Personal Accident Insurance experienced the sharpest drops, while Motor insurance recorded a mild decrease of 1%11. The
Motor market further contracted in the second half of 2008, driven by decreasing car sales and the continuing shift of customer
preferences towards small cars. AXA Direct ranked 3rd2 in the Direct insurance market in September 2008, with a market share
of around 17%12. AXA Direct ranked 14th12 among all insurers for Motor insurance. Singapore13. The insurance market grew by
14% in gross written premiums in the first three quarters of 2008. The growth was observed in most lines of business in particular,
Motor, Workmen Compensation, Health and Bonds. AXA ranked 3rd for motor and 2nd for Marine Cargo in 2007 with a market
share of 8% as at 3rd quarter 2008. Malaysia14. The P&C industry grew by 10.1% in gross written premiums for the first three
quarters of 2008, mainly contributed by growth in Motor and Property lines of business. AXA Malaysia ranked 15th with 3% of
market share in 2008. Hong Kong 15. The P&C industry grew by 12.3% for the three quarters of 2008, mainly attributable to the
strong economic growth during the first half of 2008. AXA ranked 8th with 3% of market share in 2007

Canada16. In 2008, overall premiums grew by an estimated 3%. The market was very fragmented and very competitive with
a continuing pressure on prices. In Personal lines, the growth was estimated at 3% driven mainly by an increase in volume. In
Commercial lines, the pressures on prices and margins were offset by the inflation impact of values to be insured. AXA ranked
6th17 in the P&C market.

INTERNATIONAL INSURANCE

AXA Corporate Solutions Assurance is the AXA Group subsidiary dedicated to worldwide Property and Casualty insurance of
large national and multinational corporations, and to Aviation, Marine and Space insurance. Since 2005, after several years of
rate increases and program restructurings, the market had experienced soft underwriting conditions on these lines of business.
2008 confirmed the slowdown of this trend and a general upturn of pricing cycle is expected with January 1, 2009 renewals
already showing rate increases in specialty lines of business. AXA Corporate Solutions Assurance is among the top five large
corporate risks insurers in Europe18.

(1) Italian Association of Insurance Companies: ANIA (Nov 2008).
(2) Spanish Association of Insurance Companies.
(3) Source: Turkish Association of Insurance Companies as of Dec 2007.
(4) Istituto de Seguros de Portugal.
(5) Moroccan Association of Insurance Companies (Dec 2007).
(6) Source: Turkish Association of Insurance Companies as of Dec 2008.
(7) Data based on insurance companies reports submitted to FSS, as of November 2008.
(11) General Insurance Association of Japan (data as of March 2008).
(12) Rankings based on companies' disclosures as of September 2008.
(13)  Monetary Authority of Singapore.
(14)  Insurance Services Malaysia Bhd.
(15) Office of the Commissioner of Insurance.
(16) Growth information provided by the Office of the Superintendent Financial Institutions (OSFI).
(17) Canadian Insurance 2008 Annual Statistical issue.
(18)  Lehman Brothers, Merrill Lynch, JP Morgan, KBW Annual Reports.

50          2008 ANNUAL REPORT

ASSET MANAGEMENT

In 2008, the decline in global equity markets accelerated throughout the year, as the crisis in the financial markets expanded to
the broader economy. With the US recession, investors increasingly moved away from risk and all global equity markets were impacted, as many investors were forced to raise cash and continued to look for safe havens. As a result, the 4th quarter of 2008
saw a continuation of significant stock price declines and credit market turmoil. As risk and deleveraging became the dominant
criteria driving many investment decisions, stock price movements became strongly correlated. Given the anticipated increase
in weak economic underpinnings, corporate earnings will continue to be negatively impacted into the foreseeable future, making
global asset management a difficult, yet highly opportunistic, endeavor.

Beginning in 2008 and continuing in 2009, governments around the globe and related central banks have aggressively taken
actions designed to expand credit and liquidity, thereby creating demand for goods and services to ultimately spur a recovery. By
stabilizing asset prices, the deflationary de-levering and the resulting recession that the global economy is currently experiencing
can be addressed and help the real economy begin to level out. While global asset managers face significant headwinds in
2009, signs of sustainable economic recovery could spur investment activity. The lag that usually exists between capital market
improvement and the return to risk by investors is expected to weaken asset flows in the near term. This weakness is expected
to be most acute for retail oriented platforms and/or asset managers with inferior investment results. However, when the health of
global economies improves, investors will and should begin to take advantage of attractive risk/return opportunities to the ultimate
benefit of global asset managers. On a broader note, the necessity for world economies to save more aggressively continues
to be evident. Investor sentiment towards controlling risk through diversification should be of tremendous benefit to global asset
managers who offer a broad range of choices that are prudently managed with a focus on the long term.

51

2.3 ACTIVITY REPORT

Financial market conditions in 2008

One year and a half after the start of the subprime crisis in the United States, the world's economy entered in a global recession
at the end of 2008. In 2008, the crisis evolved from a liquidity crisis to a banking system solvency crisis, resulting in a financial
disaster, many bank failures in the United States and nationalisations in Europe and finally unprecedented volatility in both equity
and fixed income markets (both corporate and government debts).

At the beginning of the year, the sharp slowdown in the United States economy led to Federal Reserve (Fed) actions (decrease in
interest rate and many other policy levers such as the $29 billion loan granted to JP Morgan to take over Bear Stearns). The main
effect of the Fed policies was the drop in the dollar, which played a major role in the price of oil soaring to $145 a barrel in July.
The continued rise in commodity prices in the first half of 2008 constituted the main reason for increased inflation expectations,
thus leading to a tighter monetary policy from the European Central Bank (ECB) with a 25bp increase of its repo rate to 4.25%
on July 3, 2008.

At the end of summer, under the weight of huge losses on their mortgage-backed portfolios, the United States government took over
Fannie Mae & Freddie Mac, Lehman Brothers and Washington Mutual went bankrupt, and AIG was quasi-nationalized, triggering
panic in stock markets. The United States Treasury launched a $700 billion plan, which was used to recapitalize banks.

The United States banking crisis did not take long to spread worldwide. In Europe, governments had to intervene in the banking
system to guarantee debt issues or recapitalise their banks (Northern Rock, Bradford & Bingley, Lloyds TSB, HBOs and RBS in
the United Kingdom, Fortis in Belgium, ING in the Netherlands, Commerzbank in Germany). The crisis brought about a "dollar
squeeze" on European banks with the sharp rebound of the US Dollar versus the Euro (from $1.59 in July to $1.24 in October,
before reversing its trend to finish the year at $1.40), mirroring to some degree the decline in the oil price to under $40 at the end
of the year.

Then the crisis extended to the "real economy", impacting export credit. Consequently, manufacturing activity throughout the
world collapsed in 4Q08. China, Russia and Brazil, which had still shown sustained growth in the first half of 2008, suffered
a sharp downturn in their industrial production. The automobile sector was particularly hit by the fall in demand. In the United
States, $17 billion of the TARP funds (Troubled Asset Relief Program of the United States) were used to keep General Motors
and Chrysler afloat.

The autumn marked a radical change in the conduct of economic policy. Most major central banks made a concerted reduction
of 50bps on October 8, 2008. The Bank of England then reduced its rate from 4.5% to 2% in less than two months. The ECB did
the same, setting its repo rate at 2.50%. Even the Bank of Japan reduced its rate from 0.50% to 0.10% in an attempt to slow down
the appreciation of its currency. On December 16, the Fed took a historic step towards quantitative monetary policy, announcing
a target range of 0 to 0.25%. Governments also reacted, announcing economic recovery plans in the United States, China, Japan
and Europe. The United States stimulus plan, approved in February 2009, amounted to $787 billion, or approximately 6% of GDP.
In Europe, numerous countries have embarked on budgetary packages amounting to around 1.5% of GDP.

Stock Markets

In 2008, two phases of accelerating falls can be distinguished: the first in January, following the contagion from the structured
credit product de-leveraging process, and the second linked to the collapse of Lehman Brothers in September.

Over the year, the Dow Jones and the S&P 500 lost 33% and 38%, respectively, while in London the FTSE decreased by 31%.
In Europe, the CAC 40 gave up 42%, the DAX lost 39%, and the Euro Stoxx 50 lost 44%. In Japan, the Nikkei fell by 40%. The
MSCI World Index decreased by 39% and the MSCI Emerging by 46%.

Equity market volatility reached new extremes. The VIX index, derived from options on the S&P 500, peaked at over 80% in
November, i.e. 4 times the previous average level.

Bond markets

Regarding government debt, the Autumn's coordinated easing gave rise to a rapid softening in long-term rates in all markets. In
the Euro zone, the 10-year Bund yield ended the year at a historic low (2.95% against 4.30% at the beginning of the year) thus
wiping out the losses incurred through heightened expectations of inflation at the beginning of the year. In the United States,
yields fell from 4% on January 1 to 2.21% at the end of the year.

Credit markets were strongly impacted, both on the investment grade and below investment grade fronts. Investment grade paper
was subjected to the structured product de-leveraging process and the distrust of the finance sector. In Europe, the iTRAXX
(series 8) spreads widened by 150bps over the year. The second half-year was more unfavorable to High Yield bonds because of
the difficulties of the United States automobile sector and the increase in default rates in emerging debt (defaults by the Seychelles

52           2008 ANNUAL REPORT

and Ecuador). High Yield spreads exceeded 1,100bps, and emerging debt traded at 630bps at the end of the year.

In the 4th quarter, credit markets remained severely impaired, as shown by the large difference between spreads on corporate
bonds and on CDS equivalents, as liquidity in secondary credit markets remained particularly poor.

Exchange rates

Compared to December 31, 2007, the US Dollar gained 5% against the Euro (closing rate moved from $1.47 at the end of 2007
to $1.40 at the end of 2008). The same was true for the Yen up 22% against the Euro (closing rate moved from Yen 163.6 at the
end of 2007 to Yen 126.8 at the end of 2008) and the Swiss Franc up 10% against the Euro (closing rate moved from CHF 1.656
at the end of 2007 to CHF 1.494 at the end of 2008). The Pound Sterling lost 31% against the Euro (Closing rate moved from
£0.733 at the end of 2007 to £0.958 at the end of 2008).

On an average rate basis, the US Dollar lost 7% against the Euro (from $1.37 over 2007 to $1.47 over 2008), the Yen lost 2%
(from Yen 158.3 for the twelve months to September 2007 to Yen 161.7 for the twelve months to September 2008) and the Pound
Sterling lost 16% (£0.684 over 2007 to £0.797 over 2008). The Swiss Franc gained 3% against the Euro (from CHF 1.642 over
2007 to CHF 1.587 over 2008).

53

2.3 ACTIVITY REPORT

Operating highlights

SIGNIFICANT ACQUISITIONS AND DISPOSALS

Significant acquisitions

In 2008:
On February 6, 2008, AXA announced it had reached an agreement to acquire OYAK's 50% share in AXA OYAK Holding A.S.
("AXA OYAK"), a joint-venture company established by AXA and OYAK in 1999. Under the terms of the agreement, AXA paid
a purchase price of $525 million (€354 million) in cash for OYAK's 50% share in AXA OYAK (in addition, according to the same
agreement, AXA OYAK Holding bought, for $15 million (€9 million), the 1.5% interest that Mais Motors, an OYAK joint-venture
company, holds in AXA OYAK's non-life subsidiary). The transaction was closed on August 12, 2008. Following this transaction,
AXA now operates in Turkey under the brand "AXA Sigorta". The company became in 2008 market leader in P&C with a 12.6%
market share in the high-potential P&C Turkish insurance market. Mainly focused on non-life, especially motor and commercial
property, the company experienced strong top-line growth over the past years and is one of the most profitable players in the
market. In L&S, on a market mainly driven by Private Pension companies, AXA Sigorta is ranked 6th.

On February 12, 2008, AXA announced it had reached an agreement with ING for the acquisition of 100% of the share capital
of its Mexican insurance subsidiary Seguros ING, for a price of $1.5 billion (€959 million). In 2007, Seguros ING was the third
largest Mexican insurer (12% total market share, 5.5 million clients), with leading positions in key markets, such as Motor (2nd
largest player with a 17% market share) and Health (2nd largest player with a 19% market share). AXA intends to accelerate and
complete the initiated turnaround of Seguros ING by dedicating seasoned management capabilities and leveraging the Group's
global platforms and expertise, notably in IT and reinsurance. Upon completion of the transaction, Seguros ING was integrated
to AXA's Mediterranean and Latin American Region and will benefit from its know-how in underwriting, claims management,
client segmentation, service and brand management. AXA financed the transaction with internal resources. This acquisition
closed on July 22, 2008.

On March 19, 2008, AXA United Kingdom completed the purchase of 100% of the share capital of SBJ Group. The acquisition of
SBJ will complement and enhance AXA's United Kingdom advisory and broking capability, bringing a number of strengths to the
Group, including increased scale, a wider national presence and access to new market areas. SBJ, with its strong management
team and high quality staff, will represent significant progress towards AXA's stated strategic aim of building a leading presence
in the advisory and broking markets. The businesses will continue to operate independently from AXA's insurance company
interests.

On June 17, 2008, AXA completed the acquisition of 36.7% of the share capital of RESO GARANTIA, Russia's 2nd largest P&C
insurer for a total cash consideration of around €810 million. As part of the agreement, AXA will have the option to buy out the
remaining stake through calls exercisable in 2010 and 2011. Founded in 1991, RESO has built one of the leading P&C insurance
franchises in Russia (7% market share), notably focused on retail Motor, and supported by a network of 18,000 agents, the 2nd
largest in Russia. Under the terms of the agreement, RESO's current management team will continue to run the company and
roll-out its successful strategy. With this acquisition, AXA will further increase its exposure to emerging insurance markets. As part
of the agreement, AXA granted a 6-year $1 billion credit facility to RESO's main shareholder, fully secured by his shareholding
in the company.

In 2007

On January 12, 2007 (closing date), AXA United Kingdom announced that it had reached an agreement with insurance brokers
Stuart Alexander and Layton Blackham to acquire both businesses. AXA United Kingdom acquired both firms through its
subsidiary Venture Preference Ltd (renamed Bluefin Insurance Group Ltd from December 31, 2008), which already owned 38.9%
of Layton Blackham Holdings Ltd. The total cash consideration paid for 61.1% of Layton Blackham Holdings Ltd and 100% of
Stuart Alexander Group Ltd amounted to £58.5 million.

On March 22, 2007, AXA United Kingdom acquired the United Kingdom's only 100% online insurer, Swiftcover, jointly owned
by international insurer Primary Group and Swiftcover's management. The upfront cash consideration for Swiftcover amounted
to £75 million, with an additional potential earn-out of £195 million maximum over the next 4 years, based on policy volume and
combined ratio level.

In connection with AllianceBernstein's acquisition of the business of Sanford C. Bernstein, Inc. in 2000, AXA Financial Inc.
entered into a purchase agreement under which certain former shareholders of Sanford C. Bernstein have the right to sell ("Put")
to AXA Financial, subject to certain restrictions set forth in the agreement, limited partnership interests in AllianceBernstein L.P.
("AllianceBernstein Units") issued at the time of the acquisition.

54           2008 ANNUAL REPORT

As of the end of 2006, AXA Financial, either directly or indirectly through wholly owned subsidiaries, had acquired a total of
24.5 million AllianceBernstein Units for an aggregate price of approximately $885.4 million through several purchases made
pursuant to the Put. AXA Financial completed the purchase of another tranche of 8.16 million AllianceBernstein Units pursuant to
the Put on February 23, 2007 for a total price of approximately $746 million. This purchase increased the consolidated economic
interest of AXA Financial, Inc. and its subsidiaries in AllianceBernstein L.P. by approximately 3% from 60.3% to 63.2%.

On March 17, 2007, AXA Holdings Belgium SA reached an agreement with ELLA Holdings S.A. and its main shareholder Royalton
Capital Investors to acquire 100% of the Hungarian retail bank ELLA and its affiliates. The transaction closed on July 27, 2007
and the purchase price amounted to €123 million.

On March 23, 2007, AXA and Banca Monte dei Paschi di Siena (BMPS) reached an agreement for the establishment of a
long-term strategic partnership in Life and non-Life bancassurance as well as pensions business. On October 19, 2007, AXA
acquired 50% of MPS Vita (Life and savings) and MPS Danni (P&C), as well as 50% of BMPS open pension funds business. Total
cash consideration paid by AXA in this transaction was €1,165 million and was financed with internal resources.

On April 23, 2007 (closing date), AXA United Kingdom announced the acquisition of a leading independent commercial broker
business, Smart & Cook. AXA United Kingdom bought the entire share capital of Smart & Cook Holdings Ltd through its
subsidiary Venture Preference Ltd, (renamed Bluefin Insurance Group Ltd from December 31, 2008), which also houses recently
acquired Stuart Alexander and Layton Blackham businesses, purchased in January 2007.

On May 22, 2007, AXA acquired 75% of Kyobo Auto for an amount of KRW 88 billion (€70 million). The Group ownership reached
90% as of the end of December 2007 following the buyback of minority interests.

On June 8, 2007, AXA and BNP Paribas announced they had reached an agreement for the establishment of a partnership on the
Ukrainian Property & Casualty insurance market. On November 23, 2007, AXA acquired from BNP Paribas' subsidiary UkrSibbank,
a 50% stake in its insurance subsidiary: Ukrainian Insurance Alliance (UIA). The purchase price amounted to €12 million.

On July 5, 2007, AXA finalized definitive settlements with all claimants in litigations seeking nullity and avoidance (Nichtigkeits- und
Anfechtungsklagen) of the squeeze-out resolutions adopted by the general meetings of AXA Konzern AG and Kölnische
Verwaltungs-AG für Versicherungswerte on July 20 and July 21, 2006, respectively. Following the completion of these settlements,
the squeeze-out resolutions have been registered in the commercial register of AXA Konzern AG and Kölnische Verwaltungs-AG
für Versicherungswerte on July 5, 2007. Thus, these squeeze-out resolutions are now effective and AXA holds 100% of the shares
of these two subsidiaries. Following registration of these squeeze-outs, further litigation with minority shareholders on valuation
issues is expected in a compensation review procedure (Spruchverfahren) under German law. The total investment to reach a
100% ownership in AXA Konzern, KVAG, AXA Lebensversicherung and Deutsche Ärzteversicherung starting from the situation
as at January 1, 2006 amounted to €367 million.

On July 27, 2007, AXA and UkrSibbank, the Ukrainian banking subsidiary of BNP Paribas, announced that they reached
an agreement to acquire 99% of the share capital of Vesko, Ukraine's 6th largest P&C insurer. The transaction closed on
November 13, 2007. The purchase price amounted to €17 million for AXA.

On September 12, 2007, AXA and Bao Minh Insurance Corporation ("Bao Minn") announced that they reached an agreement
to establish a strategic partnership in the Vietnamese insurance market. As part of this agreement, AXA acquired a 16.6% stake
of the share capital of Bao Minh for a total amount of VND 1,194 billion (€54 million) on September 26, 2007.

On November 9, 2007, in the context of its strategic partnership with BMPS, AXA announced that it held a strategic interest
equal to 2.052% of BMPS's total outstanding share capital. The acquisition of this interest was designed to reinforce the long-
term relationship between the two companies and to demonstrate AXA's full support for BMPS's proposed acquisition of Banca
Antonveneta. AXA would subscribe to its full allocation of BMPS shares as part of the rights issue contemplated by BMPS in
connection with this acquisition. In line with the agreement between AXA and BMPS announced in March 2007, the bancassurance
agreement between BMPS and AXA-MPS should be extended to Banca Antonveneta, significantly reinforcing AXA-MPS's
competitive position on the Italian insurance market. The legal and financial conditions for this extension of the bancassurance
agreement are subject to the closing of the acquisition of Banca Antonveneta by BMPS.

On December 21, 2007, AXA announced that it had reached an agreement with Reso Garantia's ('RESO') shareholders to
acquire a 36.7% stake in the company for a total cash consideration of around €810 million. As part of this agreement, AXA will
have the option to buy out the remaining stake through calls exercisable in 2010 and 2011. This transaction closed in the first
half of 2008.

In 2006

In March 2006, AXA Canada acquired Winterthur Canada Financial Corporation, whose main asset was The Citadel General
Assurance Company ("Citadel"). The acquisition was financed internally by the AXA Group. The purchase price amounted
to €221 million.

55

On May 8, 2006, AXA Asia Pacific Holdings announced it had completed the acquisition of MLC Hong Kong and MLC Indonesia.
The purchase price amounted to €340 million.

On May 15, 2006, AXA announced the squeeze-out of the minority shareholders of its German subsidiary AXA Konzern
AG, whereby it would acquire the 3.2% of AXA Konzern shares it did not already own at a price of €134.54 per ordinary share
and preference share. The resolution of the squeeze-out was endorsed at the Annual General Meeting of AXA Konzern on
July 20, 2006.
As announced on December 21, 2005, AXA made a voluntary public offer between January 9, 2006 and February 27, 2006
to purchase the minority shares of its German subsidiary AXA Konzern AG ("AXA Konzern") from minority shareholders at a
price of €129.30 per ordinary and preference share. AXA reached a direct and indirect holding of 96.8% of the share capital of
AXA Konzern as of the end of the offer period, thereby exceeding the 95% threshold that is a condition to launching a minority
squeeze-out. Under the terms of the voluntary public offer, shareholders who tendered their shares to AXA at €129.30 per share
during the offer period would also benefit from the higher squeeze-out price of €134.54 per share. At the end of December
2006, the corresponding ownership rate of the group in the German subsidiaries amounted to 96.84% generating an additional
goodwill of €92 million.
AXA proceeded with a squeeze-out of the 0.44% minority shareholding in Kölnische Verwaltungs-Aktiengesellschaft für
Versicherungswerte AG ("KVAG") at a price of €2,042.01 per ordinary share. The principal asset of KVAG was a 25.6% stake in
AXA Konzern's share capital. The resolution of the squeeze-out was endorsed at the annual general meeting of KVAG, held on
July 21, 2006. The total investment to reach a 100% ownership in both Axa Konzern and KVAG starting from the situation as at
January 1, 2006 amounted to €309 million. A part of this amount remained to be paid in 2007 as the registration of the squeeze-
out is subject to various procedures according to German law.
In order to further streamline the organization in Germany, AXA Konzern launched in parallel the squeeze-out of the minority
shareholders of its listed life insurance subsidiaries. Upon the completion of these transactions, AXA would own directly or
indirectly 100% of all its German subsidiaries.

AXA announced on June 14, 2006, that it had entered into a definitive agreement with Credit Suisse Group under which AXA
would acquire 100% of Winterthur for CHF12.3 billion (€7.9 billion) paid in cash.
In addition, AXA refinanced CHF1.1 billion (€0.7 billion) of internal loans redeemed to Credit Suisse as of the closing date.
AXA secured the total financing of the acquisition of Winterthur through:
•  €4.1 billion capital increase resulting in the issue of 208,265,897 news shares
•  €3.8 billion of perpetual deeply subordinated note issues
•  €0.7 billion financed through internal resources.
On December 22, 2006, AXA received all necessary regulatory approvals and consequently closed the acquisition of
Winterthur.

On December 22, 2006, AXA Asia Pacific Holdings (AXA APH) reached an agreement with AXA SA to acquire Winterthur Life
Hong Kong Limited (WLHK). This followed the announcement of the completion of AXA SA's acquisition of the Winterthur
Group from Credit Suisse. AXA APH acquired WLHK for consideration in the range of HK$1.7 billion to HK$2.4 billion ($AUD
278 million to $AUD 393 million). HK$1.9 billion ($AUD 311 million) were payable on completion. This amount was subject to an
adjustment based on the future performance of the business measured in 2009. AXA APH obtained shareholder approval for
this acquisition at the Annual General Meeting in 2007 and the transaction was completed in Q2, 2007. In addition, AXA APH
declined the opportunity to acquire Winterthur's Indonesian life insurance operations and Japanese operations.

On October 16, 2006, AXA entered into an agreement with Alpha Bank to acquire its insurance subsidiary Alpha Insurance for
€255 million. AXA and Alpha Bank signed a long-term exclusive agreement to pursue and strengthen the existing bancassurance
partnership. The transaction was completed in Q1 2007.

On October 23, 2006, AXA United Kingdom announced that it had reached an agreement with the Board and two main institutional
shareholders of Thinc Destini Group Ltd (renamed Bluefin Advisory Services from December 31, 2008) to acquire the entire share
capital of Thinc. Under the terms of the agreement with the two main institutional shareholders and the Offer, the shareholders
of Thinc shared up to £70 million based primarily on the financial performance of the business during 2009. The maximum
amount was subject to certain deductions as detailed in the terms of the Offer. AXA United Kingdom had also agreed to fund the
repayment of Thinc's existing indebtedness, which arose primarily due to Thinc's acquisition of a number of IFA businesses, and
provide further working capital to the Thinc Group, up to an aggregate amount of £30 million. The transaction which was subject
to the satisfaction or waiver of certain conditions, including the Offer being accepted by Thinc ordinary shareholders holding at
least 90 per cent of the issued Thinc ordinary shares closed on November 10, 2006.

On December 14, 2006, ONA and AXA entered into an agreement for the buy-out of ONA's 49% share in the capital of
AXA-ONA (the holding company of AXA Assurance Maroc). The transaction valued AXA-ONA at MAD 6,382 billion (€573 million
with December 31, 2006 exchange rate) for 100% of its share capital and was financed locally. The transaction closed on March
19, 2007.

56           2008 ANNUAL REPORT

Significant disposals

In 2007

On January 4, 2007, AXA reached an agreement with QBE Insurance Group for the sale of Winterthur's U.S. operations for
US$1,156 million (€920 million taking into account hedges put in place by AXA for this transaction at 1 Euro = 1.26 US$), and
successfully completed the sale on May 31, 2007. In addition, Winterthur U.S. repaid US$636 million, of which US$79 million had
already been repaid in Q4 2006 (€506 million taking into account hedges put in place by AXA for this transaction at 1 Euro =
1.26 US$) of intercompany loans to Winterthur Group. This transaction followed AXA's decision to put Winterthur U.S. operations
under strategic review, as initially announced on June 14, 2006.

On June 4, 2007, AXA announced that it had entered into a memorandum of understanding with SNS Reaal with a view to
finalizing discussions on the sale of its Dutch operations, comprising 100% of AXA Netherlands, Winterthur Netherlands and
DBV Netherlands, for a total cash consideration of €1,750 million, after consultation with trade unions and workers' councils.
AXA contemplated exiting the Dutch insurance market given the limited possibilities to reach a leading position through organic
growth in the foreseeable future as this market is highly competitive and dominated by large local players. AXA's Dutch operations
concerned by this proposed transaction were treated as discontinued operations (held for sale) in AXA's 2007 consolidated
financial statements. As a consequence, their earnings until closing were accounted for in net income for all reported years. Their
contribution in 2007 amounted to €480 million (of which €406 million gains on disposal and €74 million result up to the closing
date), which was accounted in net income. The transaction closed on September 5, 2007.

On July 25, 2007, AXA announced it had reached an agreement with China Life Insurance Co Ltd., a Life insurance company
incorporated in Taiwan, for the sale of Winterthur Life Taiwan Branch (WLTB). In 2006, WLTB had a premium volume of circa
€100 million (US GAAP) and a 0.35% market share. The transaction closed on October 31, 2007.

In 2006

AXA initiated in 2006 a strategic review regarding the future of its reinsurance activity, currently underwritten by AXA RE and
reported in the "International Insurance" segment. Following the receipt of a binding offer on April 6, 2006 and consultation with
the relevant workers' councils, AXA announced on June 6, 2006 the signing of a definitive agreement to cede the business
of AXA RE to Paris Ré Holdings Limited. On December 21, 2006, AXA completed the sale of AXA RE's business to Paris Ré
Holdings, in which AXA had taken a 3.4% stake. Under the terms of the agreement, the business of AXA RE had been ceded to
Paris Re Holdings, with the risks and corresponding net income related to AXA RE's 2006 claims experience accruing to Paris
Re Holdings. This transaction generated a capital gain of €66 million net of tax on the business ceded. AXA guaranteed the
reserves pertaining to losses incurred on or before December 31, 2005. Starting with the 2006 accounts, the accounting results
of AXA RE accruing to the AXA Group mainly comprised the impact of the loss reserve developments on the corresponding
run-off portfolio and were reported in the Other International Insurance segment.

CAPITAL OPERATIONS

At December 31, 2008, AXA had an outstanding hedging program on its direct equity exposure in Property & Casualty businesses
and non participating Life businesses set up in order to reduce the exposure of AXA's shareholders' equity to equity investments
and to limit the Solvency I coverage ratio volatility.

This hedging program had been implemented since June 2008 through a put spread strategy financed by the sale of call options
and dynamically managed over the second half.

As at December 31, 2008, AXA benefited from equity protection through two main tranches:
•   €14 billion put spread, partly financed by the sale of call options on €9 billion, mainly on Eurostoxx 50 maturing in March 2010.
This hedge aims at (i) protecting against the potential losses of the equity portfolio if the equity markets decrease below the
strike prices of the put options bought (included in a [3,301; 3,572] range) but do not decrease below the strike price of the
put options sold (included in a [2,724; 2,858] range), and (ii) offering potential upside up to the strike prices of the call options
sold (included in a [3,976; 4,185] range).
•   €9 billion put spread on Eurostoxx 50 maturing in April 2009 in order to lower the strike of the put options sold to a [2,475;
2,520] range.

At December closing, the strategy had a mark-to-market of €2,387 million including an intrinsic value of €3,358 million before tax.

For several years, the AXA Group has been offering to its employees in and outside of France, the opportunity to subscribe for
shares issued by way of a capital increase reserved for employees. In 2008, employees invested a total of €460 million leading
to a total of 24.7 million newly issued shares. Employee (including agents) shareholders represented 5.8% of the outstanding
share capital as of November 28, 2008.

57

OTHER

In the United Kingdom, from January 31, 2008, a temporary deferral period of up to six months was introduced for certain
transactions involving the AXA Life Property Fund (£0.8 billion or €0.9 billion at December 31, 2008) and AXA Pension Property
Fund (£0.6 billion or €0.7 billion), which is allowed under the terms of the customer's policy in order to help manage liquidity. In the
event that sufficient liquidity to honor all outstanding withdrawal requests by the end of the deferral period cannot be generated
through the sale of properties held by the funds' and other sources of liquidity available to the funds, AXA UK, as sponsor of the
funds, is required to provide the funds with sufficient liquidity to honor these withdrawal requests. As at December 31, 2008,
liquidity in both funds has improved compared to when the deferral period was announced. The AXA Pension Property Fund
has accelerated the payment of deferrals during the last quarter due to its strengthened liquidity position. However, current
market uncertainty and difficult selling conditions warrant a prudent approach therefore both funds still keep in force the deferral
notification (but will continue to accelerate deferred payments where forecast liquidity permits it).

58           2008 ANNUAL REPORT

2.3 ACTIVITY REPORT

Events subsequent to December 31, 2008

In January 2009, AXA restructured its equity hedging program in order to lock in the positive mark-to-market impact resulting
from the strong drop in equity markets and unwound €11 billion out of the first €14 billion tranche and the full €9 billion second
tranche. This resulted in a €46 million gain net of tax on the mark-to-market since December 31, 2008. As of mid-March 2009,
AXA's remaining position consists of €250 million put spreads financed by the sale of call options on FTSE 100 and €2.5 billion
put spreads on Eurostoxx 50 both maturing in March 2010.

In connection with AllianceBernstein's acquisition of the business of Sanford C. Bernstein Inc. in 2000, AXA Financial Inc.
entered into a purchase agreement under which certain former shareholders of Sanford C. Bernstein have the right to sell ("Put")
to AXA Financial, subject to certain restrictions set forth in the agreement, limited partnership interests in AllianceBernstein L.P.
("AllianceBernstein Units") issued at the time of the acquisition.
As of the end of 2008, AXA Financial, either directly or indirectly through wholly owned subsidiaries, had acquired a total of
32.7 million AllianceBernstein units for an aggregate market price of $1,631 million through several purchases made pursuant to
the Put. At December 31, 2008, AXA's ownership in AllianceBernstein L.P. was approximately 62.4%.
On January 6, 2009, the purchase of the last tranche of 8.16 million AllianceBernstein Units was completed for a total price of
approximately $150 million pursuant to the final installment of the Put, increasing the ownership of AXA in AllianceBernstein L.P.
by approximately 3% to 65.4%.

The financial impact for AXA of the Klaus storm in France and Spain in early 2009 is expected to be approximately €-0.2 billion
before tax.

On March 17, 2009, AXA announced that it will subscribe for its share (approximately 53.1%) to the AUD660 million capital increase1
of AXA Asia Pacific Holdings (AXA APH), corresponding to an amount of approximately €178 million for AXA SA. This operation
has (i) no impact on the Group's Solvency I ratio and (ii) no material impact on AXA SA's liquidity position, because AXA APH will
use a portion of the proceeds from this capital increase to repay approximately €107 million of outstanding debt to AXA SA.

(1) The total capital increase of AXA APH could reach up to approximately AUD890 million, depending upon market conditions. In that case, AXA APH will
reimburse a higher amount of outstanding debt to AXA SA.

59

2.3 ACTIVITY REPORT

Consolidated operating results

This section includes certain terms that are used by AXA in analyzing its business operations and, therefore, may not be comparable
with terms used by other companies; these terms are defined in the glossary provided at the end of this section.

CONSOLIDATED GROSS REVENUES

CONSOLIDATED GROSS REVENUES(a)

(in Euro million)   2008   2007   2006
Restated (d)		   2006
Published		   2008/2007
Life & Savings   57,977   59,845   49,952   50,479   -3.1%
Of which Gross written premiums   56,071   57,773   48,268   48,786   -2.9%
Of which Fees and revenues from investment
contracts with no participating feature		   662   740   608   608   -10.6%
Property & Casualty   26,039   25,016   19,510   19,793   4.1%
International Insurance   2,841   3,568   3,716   3,716   -20.4%
Asset Management   3,947   4,863   4,406   4,406   -18.8%
Banking(b)   412   339   377   377   21.4%
Holdings and other companies(c)   5   2   4   4   90.6%
TOTAL   91,221   93,633   77,966   78,775   -2.6%
(a) Net of intercompany eliminations.
(b) Excluding net realized capital gains and change in fair value of assets under fair value option and derivatives, net banking revenues and total consolidated
revenues would respectively amount to €473 million and €91,285 million for the period ending December 31, 2008, €320 million and €93,617 million for
the period ending December 31, 2007, and €393 million and €77,984 million for the period ending December 31, 2006.
(c)  Includes notably CDOs and real estate companies.
(d) Restated means the restatement of The Netherlands' activities as discontinued businesses. 

On a comparable basis means that the data for the current year period were restated using the prevailing foreign currency exchange
rates for the same period of prior year (constant exchange rate basis). It also means that data in one of the two periods being
compared were restated for the results of acquisitions, disposals and business transfers (constant structural basis) and for
changes in accounting principles (constant methodological basis).
In particular, comparable basis for revenues and APE in this document means including acquisitions, disposals and business
transfers, and net of intercompany transactions in both periods.

Consolidated gross revenues for full year 2008 reached €91,221 million, down 3% compared to 2007.

Taking into account the restatements to comparable basis, mainly the impact of acquisition of MPS (€2,660 million or-2.8 points)
and the appreciation of the Euro against other currencies (€2,858 million or +3.1 points, mainly from the British Pounds and
US Dollar), gross consolidated revenues were down 2% on a comparable basis.

Total Life & Savings gross revenues were down 3% to €57,977 million, or down 4% on a comparable basis mainly due to
France, the United States, the United Kingdom, and Japan, partly offset by Mediterranean and Latin American Region, Australia
and Switzerland.

60           2008 ANNUAL REPORT

Total Life & Savings New Business APE1 reached €6,789 million, down 12% compared to 2007. On a comparable basis,
APE decreased by 9%, mainly due to the United States and Australia but also the United Kingdom, Belgium and Japan, partly
offset by Switzerland and Central Eastern Europe.

The United States APE decreased by €420 million (-20%) to €1,540 million driven primarily by a 15% decrease in Variable
Annuities, reflecting challenging market conditions, and an anticipated decrease in Life for Fixed Universal Life products following
price increases in 2007.

The United Kingdom APE decreased by €89 million (-6%) to €1,287 million as a result of:
•    21% lower Onshore and Offshore bond premiums following recent tax changes and market turmoil.
•    14% lower Individual and Executive Pensions businesses following falls in the stock market leading to lower transfers and
average values.
•    10% higher Corporate Pensions business due to the success of the new proposition leading to large corporate scheme
deals.
•   19% higher Protection products sales due to strengthening of the AXA Protection Account brand and a strong direct
proposition.

Japan APE decreased by €52 million (-10%) to €482 million mainly driven by individual business which decreased by 9%
(€46 million), notably:
•   Life: APE decreased by €23 million (-11%) to €188 million mainly due to lower revenues from lower margin products not
actively promoted (Endowment, Whole Life and Group) and lower Term products revenues due to a regulator review of the
tax deductibility;
•   Investments & Savings: APE decreased by €9 million (-10%) to €76 million mainly due to lower sales of variable annuity
products following turbulent market conditions and heavier regulatory sales process;
•   Health: APE decreased by €14 million (-6%) to €212 million due to strong sales of medical products in 2007 and to the
bankruptcy of a large non-proprietary distributor in the last quarter of 2008.

Switzerland APE increased by €49 million (+22%) to €280 million:
•    Group Life increased by €42 million (+26%) to €211 million resulting from successful and exceptional annual negotiations
(€+75 million), partly offset by the non repeat of 2007 increase in "low margin" coinsurance business (€-33 million).
•  Individual Life improved by €6 million (+11%) to €69 million mainly resulting from the positive development regular premiums
both unit-linked (+22% or €+2 million) and non unit-linked (+10% or €+3 million), and the positive impact of mutual fund sales
(€+1 million) launched late in 2007.

Belgium APE decreased by €81 million (-24%) to €260 million due to the decrease in Individual Life sales (-28% to €222 million)
for both unit-linked and non unit-linked products, partly offset by higher sales in Group life (+13% to €38 million).

Autralia/New-Zealand APE decreased by €156 million (-29%) to €378 million mainly due to a drop in Mutual Fund and
AllianceBernstein Joint Venture sales following negative market conditions in 2008 and the favorable legislation change in 2Q07
(peak in sales last year). These negative impacts were partially offset by the inclusion of some significant wholesale premiums
(€+29 million) from institutional clients seeking more conservative investments, and by Accumulator product sales.

Central & Eastern Europe APE increased by €37 million (+33%) to €164 million driven by Life & Savings (€91 million, +59%),
mainly driven by short term Tax Wrapper product in Poland, and Pension Funds (€73 million, +10%). Main countries contributing
to the growth were Poland (€90 million, +69%) and Czech Republic (€58 million, +18%).

Property & Casualty gross revenues were up 4% to €26,039 million, or +3% on a comparable basis mainly driven by
Mediterranean & Latin American Region (+6% to €6,414 million) and France (+3% to 5,595 million).

Personal lines (61% of P&C gross revenues) were up 3% on a comparable basis, stemming from both Motor (+2%) and
Non-Motor (+3%).

Motor revenues grew by 2% mainly driven by (i) the Mediterranean & Latin American Region up 2%, driven by Turkey and the Gulf
Region, (ii) France up 3% reflecting higher net inflows (+133k new contracts stemming from all distribution channels) in a competitive
market, (iii) Asia (including Japan and South Korea) up 12% confirming its strong momentum, and (iv) the United Kingdom & Ireland
up 2%, driven by +34% growth (or €66 million) in Swiftcover direct business, offset by a decrease of intermediated business
linked to price increase to address profitability and competition driving down prices in Ireland, partly offset by (v) Germany (-3%)
as a result of contract losses in the context of market price pressure.

Non-Motor revenues increased by 3% mainly driven by (i) France up 5% driven by positive net inflows (+71 k) combined with an
ncrease in the average premium in Household, and (ii) the Mediterranean & Latin American Region up 6% driven by Property
(+6%, mainly in Spain), and Health (+5%, driven by a new successful segmentation in Mexico).

(1) Annual Premium Equivalent (APE) is new regular premium plus one tenth of single premiums, in line with EEV methodology. APE is Group Share.

61

Commercial lines (39% of P&C gross revenues) recorded a 3% growth on a comparable basis driven by both Motor
(+3%) and Non-Motor (+3%).

Motor revenues were up 3%, with strong growth in (i) Mediterranean & Latin American Region (+9%) due to Mexico (+26% from
both renewal and acquisitions of large contracts), partly offset by Spain (-9% due to economic slowdown), and (ii) Switzerland
(+7%) driven by sales efforts, partly offset by (iii) the United Kingdom & Ireland (-2%) principally reflecting rate reductions in Ireland
to address increased competition whereas the United Kingdom remained resilient.

Non-Motor revenues were up 3%, driven by (i) Mediterranean & Latin American Region (+13%) due to the positive contribution
from Health up 45% mainly driven by new corporate contracts issued in the Gulf Region and Mexico, (ii) France (+4%) mainly
driven by a strong portfolio development in Construction (+9%), and a moderate growth in Property (+2%) and Liability (+3%) in
a context of competitive markets, and (iii) Belgium (+3%) driven by all lines except in Property.

International Insurance revenues were down 20% to €2,841 million due to the termination in October 2007 of the fronting
agreement between AXA RE and Paris Ré. Revenues were up 7% on a comparable basis driven by AXA Corporate Solutions
Assurance and AXA Assistance.

AXA Corporate Solutions Assurance revenues were up 6% to €1,954 million, driven by portfolio development and positive
volume effect in Construction, Marine and Liability in a tough pricing environment.

AXA Assistance revenues were up 11% to €751 million driven by strong development in Healthcare and Travel activities.

Asset management revenues decreased by 19% or -14% on a comparable basis to €3,947 million driven by lower management
fees (-11%) due to lower average Assets Under Management (AUM) (-8% on a comparable basis) and a drop in performance
fees (-29%) in a context of financial crisis.

AllianceBernstein revenues were down 14% to €2,511 million driven by the decrease in management fees (-14%) in line with
lower average AUM, in performance fees (-85%), in distribution fees (-20%) and in others fees (-16%). Institutional Research
Services continued to grow with fees up 11%.
AUM decreased by €212 billion from year end 2007 to €331 billion at the end of 2008, driven by market depreciation of €-200
billion and net outflows of €-30 billion, partly offset by a positive exchange rate impact of €18 billion.

AXA Investment Managers revenues decreased by €236 million (-14%) to €1,436 million. Excluding distribution fees (retroceded
to distributors), gross revenues decreased by €89 million (-6%) mainly due to an unfavorable client and product mix and the
decrease in retail business, while average AUM remained stable.
AUM decreased by €63 billion from year-end 2007 to €485 billion at the end of 2008 as €2 billion net new money, and €17 billion
change in scope, were more than offset by €-61 billion negative market impact due to the equity market turmoil, and €-20 billion
unfavorable exchange rate impact.

Net banking revenues in Banking segment were up 22% or+15% on a comparable basis to €412 million, mainly attributable
to AXA Bank Europe (+15% to €249 million mainly due to higher net interest and fee income) and AXA Banque (+25% to
€102 million).

62           2008 ANNUAL REPORT

CONSOLIDATED UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
Gross written premiums   84,662   86,116   71,299   72,099
Fees and revenues from investment contracts with
no participating feature		   662   740   608   608
Revenues from insurance activities   85,324   86,857   71,907   72,707
Net revenues from banking activities   473   320   393   393
Revenues from other activities   5,488   6,441   5,684   5,693
TOTAL REVENUES   91,285   93,617   77,984   78,793
Change in unearned premium reserves net of unearned
revenues and fees		   (208)   (609)   (474)   (498)
Net investment result excluding financing expenses(a)   (27,620)   24,572   30,286   30,774
Technical charges relating to insurance activities(a)   (37,493)   (88,961)   (83,115)   (84,074)
Net result of reinsurance ceded   (101)   (1,050)   (1,450)   (1,455)
Bank operating expenses   (59)   (57)   (78)   (78)
Insurance acquisition expenses   (8,672)   (8,669)   (7,079)   (7,162)
Amortization of value of purchased life business in force   (473)   (357)   (232)   (241)
Administrative expenses   (10,076)   (10,089)   (8,668)   (8,751)
Valuation allowances on tangible assets   (1)   4   18   18
Change in value of goodwill   (7)   (1)   -   -
Other   (181)   (419)   (448)   (451)
Other operating income and expenses   (57,063)   (109,597)   (101,052)   (102,193)
INCOME FROM OPERATING ACTIVITIES,
GROSS OF TAX EXPENSE		   6,394   7,983   6,745   6,876
Net income from investments in affiliates and associates   23   29   21   21
Financing expenses   (685)   (467)   (473)   (474)
OPERATING INCOME GROSS OF TAX EXPENSE   5,732   7,545   6,293   6,423
Income tax expenses   (1,150)   (1,941)   (1,754)   (1,793)
Minority interests in income or loss   (538)   (642)   (620)   (620)
UNDERLYING EARNINGS   4,044   4,963   3,919   4,010
Net realized capital gains or losses attributable to shareholders   (345)   1,175   1,107   1,130
ADJUSTED EARNINGS   3,699   6,138   5,026   5,140
Profit or loss on financial assets
(under fair value option) & derivatives		   (2,501)   (596)   (228)   (226)
Exceptional operations (including discontinued operations)   (49)   482   311   196
Goodwill and other related intangible impacts   (99)   (106)   (24)   (24)
Integration costs   (127)   (252)   -   -
NET INCOME   923   5,666   5,085   5,085
(a) For the periods ended December 31, 2008, December 31, 2007 and December 31, 2006, the change in fair value of assets backing contracts with financial
risk borne by policyholders impacted the net investment result for respectively €-43,687 million, €+7,476 million and €+15,158 million, and benefits and
claims by the offsetting amounts respectively.
(b) Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

NB: Line items of this income statement are on an underlying earnings basis, and not on a net income basis.

63

(in Euro million)   2006
Published		   The Netherlands
Restatement		   2006
Restated(a)
UNDERLYING EARNINGS   4,010   (91)   3,919
Net realized capital gains attributable to shareholders   1,130   (23)   1,107
ADJUSTED EARNINGS   5,140   (114)   5,026
Profit or loss on financial assets (under fair value option) & derivatives   (226)   (1)   (228)
Exceptional operations (including discontinued operations)   196   115   311
Goodwill and related intangibles   (24)   -   (24)
NET INCOME   5,085   -   5,085
(a) Restated means the restatement of The Netherlands' activities as discontinued businesses.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
Life & Savings   1,508   2,670   2,270   2,325
Property & Casualty   2,394   1,863   1,417   1,453
International Insurance   188   218   131   131
Asset Management   589   590   508   508
Banking   33   36   18   18
Holdings and other companies(a)   (668)   (414)   (424)   (424)
UNDERLYING EARNINGS   4,044   4,963   3,919   4,010
Net realized capital gains or losses attributable
to shareholders		   (345)   1,175   1,107   1,130
ADJUSTED EARNINGS   3,699   6,138   5,026   5,140
Profit or loss on financial assets
(under fair value option) & derivatives		   (2,501)   (596)   (228)   (226)
Exceptional operations (including discontinued operations)   (49)   482   311   196
Goodwill and related intangibles impacts   (99)   (106)   (24)   (24)
Integration costs   (127)   (252)   -   -
NET INCOME   923   5,666   5,085   5,085
(a) Includes notably CDOs and real estate companies.
(b) Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

Group underlying earnings amounted to €4,044 million. On a constant exchange rate basis, underlying earnings decreased
by €857 million (-17%), mainly driven by Life & Savings partly offset by Property & Casualty.

Life & Savings underlying earnings amounted to €1,508 million. On a constant exchange rate basis, Life & Savings underlying
earnings were down €-1,147 million (-43%) mainly attributable to the United States (€-1,125 million), Germany (€-139 million), and the
United Kingdom (€-113 million), partly offset by France (€+144 million), Belgium (€+46 million) and Switzerland (€+46 million).

Excluding the contribution of AXA MPS (€28 million) and Mexico (€-4 million) and on a constant exchange rate basis, underlying
earnings decreased by €-1,170 million (-44%) mainly resulting from:

(i) Lower net technical margin, down €-1,553 million (-110%). Excluding the €+26 million positive impact of a reclassification
from fees & revenues in the United Kingdom, the net technical margin decreased by €-1,579 million (-112%), mainly driven by
lower profits from Variable Annuity guarantees in the United States, mainly explained by underperformance of certain Separate
Account funds versus hedge indices, the impact on fund balances of credit spread widening, and higher equity market and
interest rate volatility.

(ii) Higher expenses (€-259 million or up 4%) with acquisition expenses up €26 million (+1%) and administrative expenses up
€233 million (+7%). Acquisition expenses were impacted by €-23 million reclassification of charges from fees & revenues in
the United Kingdom and €-117 million higher amortization of DAC offsetting higher unearned revenue reserve (URR) release
in France. Excluding (i) the impact of these reclassed items and (ii) €105 million higher expenses coming from acquisitions of
the financial advisor Genesys in Australia and the brokerage company SBJ in the United Kingdom, expenses increased by
€14 million (+0%), with:
a. Acquisition expenses down €114 million (or-4%) mainly driven by €79 million lower DAC amortization in the United States,
reflecting €690 million reactivity mainly to lower margins on Variable Annuity guarantees partly offset by €-610 million
adjustment reflecting an unlocking and amortization reset to reflect a long-term average Separate Account return of 9%.

64           2008 ANNUAL REPORT

b. Administrative expenses up €128 million (or +4%) mainly driven by the United Kingdom (up €223 million including significant
strategic initiatives, such as the wealth management wrap platform and Architas investment sub-advisory platform), partly
offset by the United States (down €72 million due to expense management initiatives and changes to employee benefit
plans) and Switzerland (down €44 million notably due to change in own pension scheme).

(iii) A higher level of VBI amortization (€-89 million or up 26%) mainly attributable to (i) a €66 million increase in the United
Kingdom due to the impact of 2008 market conditions and (ii) a €25 million increase in Japan driven by assumption changes,
partly offset by the natural decline in VBI balance and the non recurring impact of 2007 old Medical Whole Life conversion
campaign.

These evolutions were partly offset by:

(iv) Higher investment margin (€+5 million or up 0%) as the €153 million lower investment income was more than offset by the
€157 million lower policyholders' participation. Excluding the United Kingdom (where the split between investment income
and policyholders' participation is not meaningful due to the With Profit business), investment margin was down €22 million
(-1%)with:
a. Investment income down €-78 million (-1%) mainly in the United States (€-170 million reflecting lower interest rates along
with lower returns on alternative investments) and Japan (€-105 million mainly driven by lower dividends on alternative
assets due to poor financial market conditions), partly offset by France (€+246 million due to higher investment revenues,
mainly on bonds due to a volume effect and higher yields), partly offset by
b. Policyholders' participation down €56 million (-1%) notably driven by Japan (down €101 million).

(v) Higher Fees& Revenues (€+13 million or 0%). Fees& Revenues were impacted by €+117 million of URR release in France
(offset by DAC amortization) and €-3 million net reclassification to expenses and technical margin in the United Kingdom.
Excluding (i) the impact of these reclassed items and (ii) €96 million higher fees & revenues coming from acquisitions of the
financial advisor Genesys in Australia and the brokerage company SBJ in the United Kingdom, Fees & Revenues were down
€197 million (-3%) driven by:
a. Loadings on premiums and Mutual Funds up €108 million (+3%), mainly due to France (€+58 million as a result of a
€+92 million increase of loadings on non unit-linked premiums, partly offset by a €-33 million decrease on unit-linked
premiums) and Japan (€+37 million due to an improved business mix, especially on medical products).
b.  Unit-linked management fees down €228 million (-10%) mainly driven by France (€-95 million or -23%), the United
States (€-71 million or -6%) and the United Kingdom (€-49 million or -11%), due to lower average balances (down 17%
in France, 8% in the United States and 3% in the United Kingdom) together with slightly lower average fees.
c.  Other fees & revenues down €78 million (-12%) driven notably by Switzerland due to more fees & revenues allocated to
policyholders in Group Life.

(vi) Lower tax expenses and minority interests (down €673 million or -60%). Excluding €23 million of lower positive tax
one-offs (mainly €58 million lower in Germany, €26 million lower in Belgium, and €17 million lower in the United States, partly
offset by €73 million higher in the United Kingdom), tax expenses and minority interests decreased by €696 million (-55%), mainly
driven by lower pre-tax earnings in the United States, the United Kingdom, Germany and Australia.

Property & Casualty underlying earnings amounted to €2,394 million. On a constant exchange rate basis, Property & Casualty
underlying earnings increased by €575 million (+31%) fuelled by an improved combined ratio (down 1.9 points to 95.5%). Excluding the
change in scope related to AXA MPS (€7 million), Gulf (€12 million) and Mexico (€6 million), Property & Casualty underlying earnings
increased by €550 million (+30%) fuelled by an improved combined ratio in almost all countries (down 2.1 points to 95.4%).

(i) Higher technical result (including expenses) up €+571 million (or up €572 million excluding Mexico, AXA MPS and Gulf)
due to:
a. An all year loss ratio improving by 2.7 points to 67.1%. Excluding the contribution of AXA MPS, Gulf and Mexico, the all year loss
ratio improved by 2.8 points to 67.0% owing to a lower impact of natural events in 2008 (storms in Germany for 0.3 point) than in 2007
(Kyrill storm for 0.9 point and floods in the United Kingdom for 1.1 points) and to more favorable prior year reserve developments.
Partly offset by:
b. Higher expenses (€-747 million), or €-475 million excluding the contribution of AXA MPS (€-20 million), Gulf (€-58 million)
and Mexico (€-197 million), resulting in a 0.7 point increase in the expense ratio to 28.4% driven by the administrative
ratio up 0.8 point to 10.0% (due to Germany and Mediterranean and Latin American Region), partly offset by the acquisition
expense ratio down 0.1 point to 18.4%.

As a consequence, the combined ratio decreased by 1.9 points to 95.5%. Excluding AXA MPS, Gulf and Mexico, the
combined ratio decreased by 2.1 points to 95.4%.

(ii) Higher investment result (€+260 million), or up €210 million (+10%) excluding the contribution of AXA MPS (€+7 million),
Gulf (€+5 million) and Mexico (€+38 million), driven by higher fixed income asset base and yield.

(iii) Higher income tax expense and minority interests (up €257 million or 33%). Excluding €44 million of lower positive
tax one-offs mainly in Germany, tax expenses and minority interests increased by €213 million (+24%) due to higher pre-tax
earnings.

65

International Insurance underlying earnings amounted to €188 million. On a constant exchange rate basis, underlying earnings
decreased by €45 million (-21%) mainly driven by lower run-off results.

Asset Management underlying earnings amounted to €589 million. On a constant exchange rate basis, asset management
underlying earnings increased by €35 million (+6%) mainly due to a deferred tax liability release on undistributed foreign earnings
(€62 million) at AllianceBernstein, partly offset by lower gross revenues and investment result, together with deteriorating cost
income ratio (+0.2 point to 67.3%) notably impacted by severance costs at AllianceBernstein.

Banking segment's underlying earnings decreased by €3 million (-8%) to €33 million, driven by AXA Banque in France
(€-12 million resulting mainly from commercial development costs in savings and current accounts combined with a slight fall
on lending activity in the context of the financials crisis) and the Swiss Bank (€-22 million due to start up costs), partly offset by
AXA Bank Europe (€+29 million notably due to a higher interest margin).

Holdings and other companies' underlying earnings amounted to €-668 million. On a constant exchange rate basis, holdings
underlying earnings decreased by €272 million mainly due to:

(i) AXA SA (€-213 million) driven by €-96 million higher financial charge, notably related to external growth financing and internal
refinancing, €-73 million lower profit on hedging of earnings denominated in foreign currencies, and €-31 million higher tax
expenses resulting from higher dividends received from consolidated foreign subsidiaries and losses on tax credits.

(ii) United Kingdom holdings (€-77 million) primarily resulting from the non recurrence of a 2007 €64 million release of a deferred
tax provision held against proposed dividend payment from Ireland to the United Kingdom.

Group net capital losses attributable to shareholders amounted to €-345 million. On a constant exchange rate basis,
Group net capital gains and losses attributable to shareholders were down €1,568 million mainly due to:

(i) €-2,415 million higher net impairments, to €-2,773 million in 2008 mainly on equity securities (€-1,836 million in 2008) and
debt securities (€-503 million in 2008) as a result of the financial crisis.

(ii) €-790 million lower net realized gains excluding impairments, to €792 million in 2008, mainly driven by €575 million
lower realized gains on equities as well as €112 million higher realized losses on debt securities (mainly due to the United
States and Switzerland).

(iii) €+1,636 million increase in market value of equity derivatives in 2008 mainly driven by €+1,335 million at AXA SA, due to
equity derivatives set up to reduce the Group exposure to equities, and also €+143 million in Germany and €+109 million in
France.

Adjusted earnings amounted to €3,699 million. On a constant exchange rate basis, adjusted earnings were down €2,424
million (-39%) as a result of lower underlying earnings and lower net capital gains.

Net Income amounted to €923 million. On a constant exchange rate basis, net income decreased by €4,727 million (-83%)
mainly as a result of:

(i) Lower adjusted earnings: €-2,424 million, on a constant exchange rate basis.

(ii) Lower result on change in fair value of financial assets and derivatives including foreign exchange impacts:
€-1,896 million to €-2,501 million in 2008. These €-2,501 million can be analyzed as follows:
a. €+188 million corresponding to the cancellation of deferred tax liabilities on assets under fair value option overestimated
in previous years in France.
b. €-2,317 million change in fair value and realized gains on Mutual Funds, other assets and freestanding derivatives, mainly
driven by credit spread widening.
c. €+159 million in the United Kingdom reflecting an undiscounted tax adjustment on unrealized gains attributable to
policyholders in unit-linked life fund.
d. €-425 million of foreign exchange impacts (including foreign exchange derivatives and impairments), mainly offset by
positive changes booked in shareholders' equity.
e. An exceptional adjustment of €-106 million in Japan. As a reminder, AXA Japan closes its books at the end of September.
According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of
significant events that would have been recognized with a closing date aligned on the AXA Group, AXA Japan's 2008 accounts
were adjusted with a provisional loss related to the activity from October to December 2008. This adjustment reflected
mainly the impact of the further increase of credit spreads on the CDS and corporate bonds portfolio during this period.

(iii) Lower exceptional operations result including discontinued operations: down €-534 million at constant exchange rates
to €-49 million, as 2007 included €480 million related to the sale of the Dutch activities, while 2008 was impacted by €-10 million
from the sale of the annuity portfolio in Australia as well as €-38 million of tax effect on transfer of AllianceBernstein units.

(iv) €123 million lower Winterthur integration costs to €-127 million.

66           2008 ANNUAL REPORT

CONSOLIDATED SHAREHOLDERS' EQUITY

As of December 31, 2008, consolidated shareholders' equity totaled €37.4 billion. The movements in shareholders' equity since
December 31, 2007 are presented in the table below:

(in Euro million)   Shareholders' Equity
At December 31, 2007   45,642
Share Capital   65
Capital in excess of nominal value   370
Equity-share based compensation   107
Treasury shares sold or bought in open market   169
Deeply subordinated debt (including accrued interests)   (719)
Fair value recorded in shareholders' equity   (5,087)
Impact of currency fluctuations   (1,234)
Cash dividend   (2,473)
Other   373
Net income for the period   923
Actuarial gains and losses on pension benefits   (695)
At December 31, 2008   37,440

SHAREHOLDER VALUE

EARNINGS PER SHARE ("EPS")

(in Euro million except ordinary shares in million)       2008       2007       2006 Restated (b)       2006 Published   Var. 2008   versus 2007
    Basic(a)   Fully
diluted(a)		   Basic(a)   Fully
diluted(a)		   Basic(a)   Fully
diluted(a)		   Basic(a)   Fully
diluted(a)		   Basic(a)   Fully
diluted(a)
Weighted average number of shares   2,035.4   2,043.6   2,042.7   2,060.8   1,947.8   2,031.7   1,947.8   2,031.7        
Net income (Euro per Ordinary Share)   0.44   0.44   2.76   2.73   2.54   2.49   2.54   2.49   -84.0%   -83.9%
Adjusted earnings (Euro per Ordinary Share)   1.67   1.66   2.86   2.84   2.50   2.45   2.56   2.51   -41.7%   -41.4%
Underlying earnings (Euro per Ordinary Share)   1.84   1.83   2.29   2.27   1.93   1.91   1.98   1.95   -19.6%   -19.2%
(a)  From HY 2008, EPS calculation takes into account interest payments and foreign exchange impacts related to perpetual debts classified in shareholders equity with retrospective application.
(b)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

RETURN ON EQUITY ("ROE")

(in Euro million)   Period ended December 31, 2008   Period ended December 31, 2007   Change in % points
ROE   2.3%   13.1%   -10.9%
Net income   923   5,666    
Average shareholders' equity   40,615   43,096    
Adjusted ROE   11.0%   19.7%   -8.7%
Adjusted earnings(a)   3,400   5,848    
Average shareholders' equity(b)   30,902   29,744    
Underlying ROE   12.1%   15.7%   -3.6%
Underlying earnings(a)   3,745   4,673    
Average shareholders' equity(b)   30,902   29,744    
(a) Including adjustement to reflect financial charges related to perpetual debt (recorded through shareholders' equity).
(b) Excluding change in fair value on invested assets and derivatives (recorded through shareholders' equity), and excluding perpetual debt (recorded through
shareholders' equity).

67

2.3 ACTIVITY REPORT

Life & Savings Segment

The following tables present the consolidated gross revenues, underlying earnings, adjusted earnings and net income attributable
to AXA's Life & Savings segment for the periods indicated:

LIFE & SAVINGS SEGMENT (a)

(in Euro million)   2008   2007   2006
Restated(c)		   2006
Published
Gross written premiums   56,127   57,807   48,275   48,793
Fees and revenues from investment contracts without participating feature   662   740   608   608
Revenues from insurance activities   56,789   58,548   48,883   49,401
Net revenues from banking activities   -   -   -   -
Revenues from other activities   1,246   1,332   1,076   1,084
TOTAL REVENUES   58,035   59,879   49,959   50,485
Change in unearned premium reserves net of unearned revenues and fees   (235)   (275)   (250)   (271)
Net investment result excluding financing expenses(b)   (30,578)   21,857   28,198   28,656
Technical charges relating to insurance activities(b)   (18,380)   (69,987)   (68,236)   (69,052)
Net result of reinsurance ceded   913   33   (27)   (28)
Bank operating expenses   -   -   -   -
Insurance acquisition expenses   (3,622)   (3,726)   (3,065)   (3,073)
Amortization of value of purchased life business in force   (473)   (357)   (232)   (241)
Administrative expenses   (3,481)   (3,382)   (2,814)   (2,863)
Valuation allowances on tangible assets   -   1   7   7
Change in value of goodwill   (4)   -   -   -
Other   (117)   (189)   (110)   (111)
Other operating income and expenses   (25,164)   (77,607)   (74,477)   (75,361)
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX EXPENSE   2,058   3,855   3,430   3,509
Net income from investments in affiliates and associates   21   22   12   12
Financing expenses   (63)   (69)   (76)   (76)
OPERATING INCOME GROSS OF TAX EXPENSE   2,016   3,808   3,366   3,445
Income tax expenses   (314)   (924)   (903)   (928)
Minority interests in income or loss   (193)   (213)   (193)   (193)
UNDERLYING EARNINGS   1,508   2,670   2,270   2,325
Net realized capital gains or losses attributable to shareholders   (784)   567   575   597
ADJUSTED EARNINGS   725   3,238   2,845   2,921
Profit or loss on financial assets (under fair value option) & derivatives   (1,079)   (237)   48   49
Exceptional operations (including discontinued operations)   (29)   (1)   74   (3)
Goodwill and other related intangible impacts   (25)   (39)   (10)   (10)
Integration costs   (38)   (63)   -   -
NET INCOME   (446)   2,899   2,957   2,957
(a) Before intercompany transactions.
(b) For the periods ended December 31, 2008, December 31, 2007, and December 31, 2006, the change in fair value of assets backing contracts with financial
risk borne by policyholders impacted the net investment result for respectively €-43,687 million, € +7,468 million and €+15,158 million, and benefits and
claims by the offsetting amounts respectively.
(c)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

68           2008 ANNUAL REPORT

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
France   14,298   15,052   14,802   14,802
United States   13,757   16,244   15,390   15,390
United Kingdom   3,549   4,628   4,292   4,292
Japan   4,628   5,116   5,027   5,027
Germany   6,233   6,201   3,681   3,681
Switzerland   4,495   4,133   141   141
Belgium   2,563   3,075   2,512   2,512
Mediterranean & Latin American Region(a)   4,822   1,924   1,476   1,476
Other countries   3,690   3,507   2,637   3,164
TOTAL   58,035   59,879   49,959   50,485
Intercompany transactions   (59)   (35)   (7)   (7)
Contribution to consolidated gross revenues   57,977   59,845   49,952   50,479
(a)  Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco and Mexico.
(b)  Restated means the restatement of The Netherlands' activities as discontinued businesses.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
France   675   531   462   462
United States   (225)   883   1,000   1,000
United Kingdom   122   255   155   155
Japan   238   254   256   256
Germany   43   182   69   69
Switzerland   218   165   3   3
Belgium   136   90   65   65
Mediterranean & Latin American Region(a)   108   73   57   57
Other countries   192   237   203   258
UNDERLYING EARNINGS   1,508   2,670   2,270   2,325
Net realized capital gains or losses attributable to shareholders   (784)   567   575   597
ADJUSTED EARNINGS   725   3,238   2,845   2,921
Profit or loss on financial assets (under fair value option) & derivatives   (1,079)   (237)   48   49
Exceptional operations (including discontinued operations)   (29)   (1)   74   (3)
Goodwill and related intangible impacts   (25)   (39)   (10)   (10)
Integration costs   (38)   (63)   -   -
NET INCOME   (446)   2,899   2,957   2,957
(a)  Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco and Mexico.
(b)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

69

LIFE & SAVINGS OPERATIONS - FRANCE

(in Euro million)   2008   2007   2006
Gross revenues   14,298   15,052   14,802
APE (Group share)   1,347   1,360   1,231
Investment margin   1,022   937   890
Fees & revenues   1,516   1,463   1,345
Net technical margin   467   265   88
Expenses   (2,100)   (1,911)   (1,680)
Amortization of VBI   (50)   (43)   (68)
Other   8   -   -
Underlying operating earnings before tax   862   711   575
Income tax expenses / benefits   (185)   (178)   (111)
Minority interests   (3)   (2)   (2)
Underlying earnings Group share   675   531   462
Net capital gains or losses attributable to shareholders net of income tax   311   269   204
Adjusted earnings Group share   986   800   666
Profit or loss on financial assets (under FV option) & derivatives   (561)   (91)   110
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   -   -   -
Net income Group share   425   709   776

Gross revenues decreased by €754 million (-5%) to €14,298 million. On a comparable basis (excluding Neuflize Vie which is
consolidated using the equity method starting 01/01/08 versus proportionate before), gross revenues decreased by €380 million
(-3%) as a result of:
(i) a decrease in individual savings (-5%) which however, outperformed the market (estimated between -9% and -11%)
(ii) a decrease in Group Retirement (-30%) due to an exceptional volume of large contracts in 2007 not repeated in 2008
(iii) an increase in individual health (+15%) and in Protection Group insurance (+9%), both due to positive net inflows.

APE decreased by €14 million (-1%) to €1,347 million mainly due to group retirement (-45%) and individual savings (-6%) partly
offset by strong health business (+82%).

Investment margin increased by €84 million (+9%) to €1,022 million due to higher investment revenues, mainly on bonds due
to a volume effect and higher yield.

Fees & revenues increased by €53 million (+4%) to €1,516 million resulting from a €117 million higher URR (Unearned Revenue
Reserve) release offset by higher deferred acquisition costs amortization. Excluding URR, fees and revenues decreased by
€64 million mainly due to lower revenues on unit-linked contracts (€-127 million) given lower premium and lower account balances
partly offset by higher loadings on non unit-linked premiums (€+92 million).

Net technical margin rose by €202 million (+76%) to €467 million mainly due to higher favorable prior years development on
group lines.

Expenses increased by €189 million (+10%) to €2,100 million mainly due to higher net amortization of deferred acquisition costs
(€125 million) offsetting URR. Excluding DAC, expenses increased by €65 million (+3%) driven by an increase in general expenses
(€47 million) due to new IT projects, marketing and advertising costs.

Amortization of VBI increased by €7 million (+16%) to €-50 million.

As a consequence the underlying cost income ratio decreased by 1.7 points to 71.6%.

Income tax expenses increased by €7 million (+4%) to €185 million as the impact of the increased taxable result was largely
offset by the increase of non taxable dividends.

As a consequence, underlying earnings increased by €144 million (+27%) to €675 million.

70           2008 ANNUAL REPORT

Adjusted earnings increased by €185 million (+23%) to €986 million resulting from:
(i) the evolution of underlying earnings (€+144 million)
(ii) a positive impact of derivatives hedging assets attributable to shareholders, for which intrinsic value evolution is reported in
adjusted earning (€+101 million) partly offset by
(iii) lower net capital gains attributable to shareholders (€-59 million to €210 million) mainly due to higher impairment on equities.

Net income decreased by €284 million to €425 million reflecting (i) the improvement of the adjusted earnings by €185 million
offset by (ii) a €-304 million unfavorable change in fair value (mainly due to mutual funds exposed to credit) and by (iii) a negative
impact of derivatives for €-117 million (including €-40 million of time value of hedging derivatives in 2008) and foreign exchange
for €-48 million. In 2008, the net change in fair value on assets under fair value option included a corrective gain of €147 million
corresponding to the cancellation of deferred tax liabilities overestimated in previous years.

LIFE & SAVINGS OPERATIONS - UNITED STATES

(in Euro million)   2008   2007   2006
Gross revenues   13,757   16,244   15,390
APE (Group share)   1,540   2,099   1,922
Investment margin   487   704   858
Fees & revenues   1,595   1,792   1,632
Net technical margin   (984)   466   634
Expenses   (1,433)   (1,647)   (1,725)
Amortization of VBI   (64)   (69)   (65)
Other   -   -   -
Underlying operating earnings before tax   (400)   1,247   1,333
Income tax expenses / benefits   175   (363)   (334)
Minority interests   -   -   -
Underlying earnings Group share   (225)   883   1,000
Net capital gains or losses attributable to shareholders net of income tax   (153)   (32)   30
Adjusted earnings Group share   (378)   851   1,029
Profit or loss on financial assets (under FV option) & derivatives   83   40   -
Exceptional operations (including discontinued operations)   2   (7)   -
Goodwill and other related intangibles impacts   (2)   (21)   (10)
Integration costs   -   -   -
Net income Group share   (296)   863   1,020
Average exchange rate: 1.00 € = $   1.4706   1.3699   1.2563

Gross revenues decreased by €2,486 million (-15%) to €13,757 million. On a comparable basis, gross revenues decreased
by €1,448 million (-9%).
•    Variable Annuity premiums (69% of gross revenues) decreased by 14% reflecting a slowdown of sales primarily related to
challenging market conditions.
•   Life premiums (18% of gross revenues) decreased by 6% primarily driven by a decrease in First Year premiums from anticipated
declines in Fixed Universal Life product sales following price increases in 2007.
•    Mutual Funds gross revenues (5% of gross revenues) decreased by 8%.

APE decreased by €560 million (-27%) to €1,540 million. On a comparable basis, APE decreased by €420 million (-20%) driven
primarily by a 15% decrease in Variable Annuities, reflecting challenging market conditions, and an anticipated decrease in Life
for Fixed Universal Life products following price increases in 2007.

Investment margin decreased by €217 million (-31%) to €487 million. On a constant exchange rate basis, investment
margin decreased by €181 million (-26%). Investment income decreased by €170 million reflecting lower interest rates along
with lower returns on alternative investments. Interest and bonus credited increased by €11 million reflecting adjustment for
pre-demutualization participating annuity business.

Fees & revenues decreased by €198 million (-11%) to €1,595 million. On a constant exchange rate basis, fees & revenues
decreased by €80 million (-4%), primarily due to fees earned on lower separate account asset levels resulting from market
decline in 2008.

71

Net technical margin fell by €1,451 million (-311%) to €-984 million. On a constant exchange rate basis, net technical margin
decreased by €1,523 million (-327%) mainly attributable to €1,519 million lower profits from guarantees associated with Variable
Annuity products, mainly explained by underperformance of certain Separate Account funds versus hedge indices, the impact
on fund balances of credit spread widening and higher equity market and interest rate volatility.

Expenses decreased by €214 million (-13%) to €-1,433 million. On a constant exchange rate basis, expenses decreased by
€108 million (-7%) due to:
•    Expenses, net of capitalization (including commissions and DAC capitalization) decreased by €29 million with a 5% decrease
in general expenses primarily due to expense management initiatives and changes to employee benefit plans.
•    DAC amortization decreased by €79 million, reflecting €690 million reactivity mainly to lower margins on Variable Annuity
guarantees partly offset by €-610 million adjustment reflecting an unlocking and amortization reset to reflect a long-term
average Separate Account return of 9%.

Amortization of VBI decreased by €4 million (-6%) to €-64 million. On a constant exchange rate basis, amortization of VBI
increased by €1 million (+1%).

As a consequence, the underlying cost income ratio increased by 78.5 points to 136.5%.

Income tax expenses decreased by €539 million (-148%) to a benefit of €175 million. On a constant exchange rate basis,
income tax expenses decreased by €552 million (-152%) principally due to the lower pre-tax underlying earnings.

As a consequence, underlying earnings decreased by €1,108 million (-125%) to €-225 million. On a constant exchange rate
basis, underlying earnings decreased by €1,125 million (-127%).

Adjusted earnings decreased by €1,229 million (-144%) to €-378 million. On a constant exchange rate basis, adjusted earnings
decreased by €1,257 million (-148%) primarily due to lower underlying earnings and higher losses on fixed income assets.

Net income decreased by €1,159 million (-134%) to €-296 million. On a constant exchange rate basis, net income decreased
by €1,181 million (-137%) primarily due to the decrease in adjusted earnings partially offset by an increase in the mark-to-market
of interest rate related derivatives due to lower underlying interest rates and the non recurrence of 2007 negative exceptional
items.

LIFE & SAVINGS OPERATIONS - UNITED KINGDOM

(in Euro million)   2008   2007   2006
Gross revenues   3,549   4,628   4,292
APE (Group share)   1,287   1,588   1,134
Investment margin   244   258   198
Fees & revenues   787   889   591
Net technical margin   46   90   160
Expenses   (924)   (967)   (645)
Amortization of VBI   (97)   (46)   (7)
Other   -   -   -
Underlying operating earnings before tax   57   224   297
Income tax expenses / benefits   65   31   (142)
Minority interests   -   -   -
Underlying earnings Group share   122   255   155
Net capital gains or losses attributable to shareholders net of income tax   (71)   (26)   10
Adjusted earnings Group share   50   229   165
Profit or loss on financial assets (under FV option) & derivatives   232   21   (27)
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   (14)   (11)   -
Integration costs   (12)   (23)   -
Net income Group share   257   216   138
Average exchange rate: 1.00 € = £   0.7970   0.6845   0.6817

72           2008 ANNUAL REPORT

Gross revenues decreased by €1,079 million (-23%) to €3,549 million. On a comparable basis, gross revenues decreased by
€495 million (-11%):
•   Investment & Savings (79% of gross revenues):
- Insurance Premiums (64% of gross revenues) decreased by 16% as a result of lower Onshore and Offshore bond premiums
following recent tax changes and market turmoil.
- Fees on Investment products (15% of gross revenues) reduced by 3%, mainly driven by adverse stock market conditions.
•   Life Insurance Premiums (17% of gross revenues) increased by 1 % due to strengthening of the AXA Protection Account brand
and a strong direct proposition.
•    Other revenues (4% of gross revenues) increased by 23% as a result of growth in brokerage revenues.

APE decreased by €301 million (-19%) to €1,287 million. On a comparable basis, APE decreased by €89 million (-6%) as a
result of:
•    21% lower Onshore and Offshore bond premiums following recent tax changes and market turmoil.
•    14% lower Individual and Executive Pensions businesses following falls in the stock market leading to lower transfers and
average values.
•    10% higher Corporate Pensions business due to the success of the new proposition leading to large corporate scheme
deals.
•    19% higher Protection products sales due to strengthening of the AXA Protection Account brand and a strong direct
proposition.

Investment margin decreased by €13 million (-5%) to €244 million. On a constant exchange rate basis, investment margin
increased by €27 million (+10%) due to increased investment return on shareholder assets.

Fees & revenues decreased by €101 million (-11%) to €787 million. On a constant exchange rate basis, fees & revenues increased
by €28 million. Excluding reclassifications offset in expenses (€-23 million) and technical margin (€+26 million), fees & revenues
increased by €31 million (+3%) mainly due to:
•   €62 million growth in the United Kingdom brokerage business recently re-launched.
•    Partly offset by €31 million lower loadings on premiums and fees on account balances.

Net technical margin decreased by €44 million (-49%) to €46 million. On a constant exchange rate basis, net technical margin
decreased by €37 million. Excluding the reclassification from fees and revenues (€-26 million), the net technical margin decreased
by €63 million (-70%) mainly as a result of:
•   €37 million additional provision for potential policyholder compensation payments in both Traditional life and old unit-linked
life businesses.
•  €22 million non recurrence of favorable provision movements in 2007

Expenses decreased by €42 million (-4%) to€-924 million. On a constant exchange rate basis, expenses increased by €110 million.
Excluding the reclassification from fees and revenues (€+23 million), expenses increased by €86 million (+9%) primarily due to:
•   €57 million increase in project costs including significant strategic initiatives such as the wealth management wrap platform
and Architas investment sub-advisory platform.
•  €58 million linked to the expansion of the brokerage business.

Amortization of VBI increased by €50 million (+109%) to €-97 million. On a constant exchange rate basis, amortization of VBI
increased by €66 million (+143%) due to the impact of 2008 market conditions.

As a result, the underlying cost income ratio increased by 12.8 points to 94.7%.

Income tax benefits increased by €34 million (+110%) to €65 million. On a constant exchange rate basis, income tax benefits
increased by €45 million (+145%) as a result of higher release of tax provisions.

Underlying earnings decreased by €133 million (-52%) to €122 million. On a constant exchange rate basis, underlying earnings
decreased by €113 million (-44%).

Adjusted earnings decreased by €179 million (-78%) to €50 million. On a constant exchange rate basis, adjusted earnings
decreased by €170 million (-74%) as a result of lower underlying earnings and €73 million higher impairments mostly on equities
and bonds partly offset by €15 million higher net realized gains.

Net income increased by €41 million (+19%) to €257 million. On a constant exchange rate basis, net income increased
by €83 million (+38%). In addition to the change in adjusted earnings, net income included the following positive evolutions:
€163 million in undiscounted tax adjustment on unrealized gains attributable to policyholders in unit-linked life fund1, €42 million
on fixed income derivatives and €48 million on foreign exchange.

(1) Undiscounted deferred tax provided on unit-linked assets while the unit-linked liability reflects the expected timing of the payment of future tax therefore
using a discounted basis.

73

LIFE & SAVINGS OPERATIONS - JAPAN

(in Euro million)   2008   2007   2006
Gross revenues   4,628   5,116   5,027
APE (Group share)   482   567   651
Investment margin   (1)   3   -
Fees & revenues   1,013   992   931
Net technical margin   98   135   130
Expenses   (619)   (641)   (604)
Amortization of VBI   (99)   (76)   (31)
Other   -   -   -
Underlying operating earnings before tax   392   413   426
Income tax expenses / benefits   (150)   (154)   (164)
Minority interests   (4)   (5)   (6)
Underlying earnings Group share   238   254   256
Net capital gains or losses attributable to shareholders net of income tax   92   65   38
Adjusted earnings Group share   330   319   293
Profit or loss on financial assets (under FV option) & derivatives   (478)   (96)   (37)
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   (3)   (4)   -
Net income Group share   (151)   219   256
Average exchange rate: 1.00 €= Yen   161.671   158.255   142.949

Gross Revenues decreased by €488 million (-10%) to €4,628 million. On a comparable basis and excluding (i) volatile group
pension transfers (€63 million versus €46 million last year) and (ii) conversions including the non-recurring 1Q07 Medical Whole
Life upgrade campaign (€55 million versus €142 million last year), revenues declined by €163 million (-3%).
•   Life (43% of gross revenues): revenues decreased by €83 million (-4%) to €1,930 million mainly due to lower revenues from
lower margin products not actively promoted (Endowment, Whole Life and Group) and lower Term products revenues due to
a regulator review of the tax deductibility;
•   Investment & Savings (31% of gross revenues): revenues decreased by €161 million (-10%) to €1,389 million mainly due to
lower sales of variable annuity products following turbulent market conditions and heavier regulatory sales process;
•   Health (26% of gross revenues): revenues increased by €81 million (+7%) to €1,193 million following strong Medical Whole
Life, Medical Rider and Cancer product sales in recent years.

APE decreased by €85 million (-15%) to €482 million. On a comparable basis, APE decreased by €52 million (-10%) mainly
driven by individual business which decreased by €46 million (-9%), notably:
•   Life: APE decreased by €23 million (-11%) to €188 million mainly due to lower revenues from lower margin products not
actively promoted (Endowment, Whole Life and Group) and lower Term products revenues due to a regulator review of the
tax deductibility;
•   Investment & Savings: APE decreased by €9 million (-10%) to €76 million mainly due to lower sales of variable annuity products
following turbulent market conditions and heavier regulatory sales process;
•  Health: APE decreased by €14 million (-6%) to €212 million due to strong sales of medical products in 2007 and to the
bankruptcy of a large non-proprietary distributor in the last quarter of 2008.

Investment Margin decreased by €4 million to €-1 million, with €-101 million lower policyholders' credited interests following
€-105 million lower investment income, mainly driven by lower dividends on alternative assets due to poor financial market
conditions.

Fees & Revenues increased by €21 million (+2%) to €1,013 million. On a constant exchange rate basis, fees & revenues increased
by €43 million (+4%) due to in-force growth and improved business mix of Medical products.

Net technical margin decreased by €37 million (-27%) to €98 million. On a constant exchange rate basis, net technical margin
decreased by €35 million (-26%) driven by:
•   €+14 million higher surrender margin to €15 million mainly driven by the non-recurrence of 2007 old Medical Whole Life
upgrade program (€+15 million);
•   €-34 million lower mortality margin to €97 million due to less favorable experience;
•   €-14 million lower margin on Variable Annuity guarantees.

74           2008 ANNUAL REPORT

Expenses decreased by €21 million (-3%) to €-619 million. On a constant exchange rate basis, expenses decreased by
€8 million (-1%) mainly driven by lower administrative expenses.

VBI Amortization increased by €23 million (+30%) to €-99 million. On a constant exchange rate basis, VBI amortization increased
by €25 million (+33%) driven by the impact of assumption changes, partially offset by the natural decline in VBI balance and the
non recurring impact of 2007 old Medical Whole Life conversion campaign.

As a consequence, the underlying cost income ratio increased by 1.3 points to 64.7%.

Income tax expenses decreased by €5 million (-3%) to €-150 million. On a constant exchange rate basis, income tax expense
decreased by €1 million (-1%) in line with taxable income.

Underlying earnings declined by €16 million (-6%) to €238 million, or declined by €11 million (-4%) on a constant exchange
rate basis.

Adjusted earnings increased by €11 million (+3%) to €330 million or by €18 million (+6%) on a constant exchange rate basis,
as the €11 million lower underlying earnings were offset by €29 million higher net realized capital gains (including €119 million
higher credited interests being funded through adjusted earnings).

Net income decreased by €370 million to €-151 million. On a constant exchange rate basis, net income decreased by €371 million,
reflecting mainly €+18 million higher adjusted earnings and the two following items:
•    the impact of the widening of credit spreads (€-261 million);
•    an exceptional adjustment of €-106 million. As a reminder, AXA Japan closes its books at the end of
September. According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events
that would have been recognized with a closing date aligned on the AXA Group, AXA Japan's 2008 accounts were adjusted
with a provisional loss related to the activity from October to December 2008. This adjustment reflected mainly the impact of
the further increase of credit spreads on the CDS and corporate bonds portfolio during this period.

LIFE & SAVINGS OPERATIONS - GERMANY

(in Euro million)   2008   2007   2006
Gross revenues   6,233   6,201   3,681
APE (Group share)   468   457   287
Investment margin   104   139   96
Fees & revenues   221   229   127
Net technical margin   (24)   112   50
Expenses   (187)   (136)   (92)
Amortization of VBI   (8)   (23)   (9)
Other   -   -   -
Underlying operating earnings before tax   106   321   171
Income tax expenses/benefits   (63)   (134)   (99)
Minority interests   (1)   (4)   (3)
Underlying earnings Group share   43   182   69
Net capital gains or losses attributable to shareholders net of income tax   (41)   (1)   6
Adjusted earnings Group share   2   182   75
Profit or loss on financial assets (under FV option) & derivatives   (59)   3   6
Exceptional operations (including discontinued operations)   (10)   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   (4)   (6)   -
Net income Group share   (70)   179   81

Gross revenues increased by €32 million (+1%) to €6,233 million mainly due to Health (€+42 million) driven by premium
adjustment and the impact of high new business in prior year. In Life, gross revenues decreased (€-10 million) as a result of
higher maturities in endowment business and cancellations in group business, partly offset by Investment & Savings unit linked
business especially from "Twinstar" (Variable Annuities with secondary guarantee) product range.

75

APE increased by €10 million (+2%) to €468 million. On a comparable basis (change in Group share due to the minority buyout
and merger of health companies), APE remained stable mainly due to Riester step-up effect (increase in retirement premiums due
to higher fiscal incentive for policyholders in 2008) of €+30 million, which was offset by lower endowment and annuity business
in Life and decrease in Health business due to the 2007 Reform (waiting period for salaried employees to enter Private Health
Insurance extended from one to three years).

Investment margin decreased by €35 million (-25%) to €104 million as higher income from fixed maturities and alternative
investments was offset by higher policyholder participation.

Fees & revenues decreased by €8 million (-3%) to €221 million due to lower loadings on premiums in non unit-linked business
(traditional Life business) segments partly offset by higher loadings on unit-linked business.

Net technical margin fell by €136 million (-121%) to €-24 million mainly due to significant negative result from variable annuity
products' guarantees due to extreme interest rate and equity volatility levels, as well as lower disability result in Life and higher
claims paid in Health.

Expenses increased by €51 million (+37%) to €-187 million due to lower expenses allocated to policyholders.

Amortization of VBI decreased by €15 million (-65%) to €-8 million due to the lower investment return experience.

As a result, the underlying cost income ratio increased by 31.5 points to 64.6%.

Income tax expenses decreased by €72 million (-53%) to €-63 million as a result of lower pre-tax income and tax rate in 2008
compared to prior year (32% compared to 40%), partly offset by lower non-recurring favorable tax impacts.

As a consequence, underlying earnings decreased by €139 million (-76%) to €43 million.

Adjusted earnings decreased by €179 million (-99%) to €2 million due to lower underlying earnings (€-139 million) and
€-40 million higher net impairments and realized losses on equities and fixed maturities.

Net income decreased by €249 million (-139%) to €-70 million primarily driven by adjusted earnings evolution and €-48 million
lower change in fair value of financial assets.

LIFE & SAVINGS OPERATIONS - SWITZERLAND

(in Euro million)   2008   2007   2006
Gross revenues   4,495   4,133   141
APE (Group share) (a)   280   222   -
Investment margin   109   61   3
Fees & revenues   190   212   11
Net technical margin   145   137   2
Expenses   (153)   (167)   (13)
Amortization of VBI   (11)   (29)   -
Other   -   -   -
Underlying operating earnings before tax   281   214   3
Income tax expenses / benefits   (63)   (49)   -
Minority interests   -   -   -
Underlying earnings Group share   218   165   3
Net capital gains or losses attributable to shareholders net of income tax   (245)   (15)   4
Adjusted earnings Group share   (27)   149   7
Profit or loss on financial assets (under FV option) & derivatives   (56)   (10)   -
Exceptional operations (including discontinued operations)   -   7   -
Goodwill and other related intangibles impacts   (5)   (5)   -
Integration costs   (5)   (7)   -
Net income Group share   (93)   135   7
Average exchange rate: 1.00 € = Swiss Franc   1.5866   1.6420   1.6420
(a) AXA Switzerland was not in the scope of APE in 2006. Starting 2007, and as a result of Winterthur acquisition AXA Switzerland is in
the scope of APE.

76           2008 ANNUAL REPORT

Gross revenues increased by €363 million (+9%) to €4,495 million. On a comparable basis, gross revenues increased by
€215 million (+5%) to €4,482 million:
•    Group Life (84% of gross revenues) increased by €228 million (+7%) to €3,779 million due to €+168 million in single premiums
(+9%) and €+60 million in regular premiums (+4%).
•   Individual Life (16% of gross revenues) decreased by €17 million (-2%) to €717 million driven by higher maturities on non unit-
linked regular premium contracts and the drop in unit-linked single premiums (-21%) in a difficult financial market environment.

APE increased by €58 million (+26%) to €280 million. On a comparable basis, APE increased by €49 million (+22%):
•    Group Life increased by €42 million (+26%) to €211 million resulting from successful and exceptional annual negotiations
(€+75 million) partly offset by the non repeat of 2007 increase in "low margin" coinsurance business (€-33 million).
•   Individual Life improved by €6 million (+11%) to €69 million resulting from the positive development of regular premiums
both unit-linked (+22% or €+2 million) and non unit-linked (+10% or €+3 million), and the positive impact of mutual fund sales
(€+1 million) launched late in 2007.

Investment margin increased by €48 million (+79%) to €109 million. On a constant exchange rate basis, investment margin
increased by €44 million (+73%) mainly due to less investment income allocated to policyholders.

Fees & revenues decreased by €21 million (-10%) to €190 million. On a constant exchange rate basis, fees & revenues decreased
by €28 million (-13%) mainly due to Group Life (€-21 million) driven by more fees and revenues allocated to policyholders, and
lower loadings on premiums due to tariff reduction.

Net technical margin increased by €8 million (+6%) to €145 million. On a constant exchange rate basis, net technical margin
Increased by €3 million (+2%).

Expenses decreased by €14 million (-9%) to €-153 million. On a constant exchange rate basis, expenses were down €20 million
(-12%) mainly driven by the one-time positive impact of the change in own pension scheme (€17 million).

Amortization of VBI decreased by €18 million (-63%) to €-11 million. On a constant exchange rate basis, amortization of VB
decreased by €18 million (-64%) mainly attributable to Individual Life thanks to a positive unlocking effect.

As a consequence, the underlying cost income ratio improved by 11.0 points to 36.8%.

Income tax expenses increased by €13 million (+27%) to €-63 million. On a constant exchange rate basis, income tax expenses
ncreased by €11 million (+23%).

Underlying earnings increased by €54 million (+33%) to €218 million. On a constant exchange rate basis, underlying earnings
increased by €46 million (+28%).

Adjusted earnings decreased by €176 million (-118%) to €-27 million. On a constant exchange rate basis, adjusted earnings
decreased by €175 million (-117%) resulting from higher capital losses and impairments (€-222 million) partly offset by the increase in underlying earnings (€+46 million).

Net income decreased by €228 million (-169%) to €-93 million. On a constant exchange rate basis, net income decreased
by €225 million (-167%), mainly due to lower adjusted earnings (€-175 million), unfavorable change in fair value of alternative
investments (€-36 million) and higher foreign currency losses (€-9 million).

77

LIFE & SAVINGS OPERATIONS - BELGIUM

(in Euro million)   2008   2007   2006
Gross revenues   2,563   3,075   2,512
APE (Group share)   260   340   300
Investment margin   193   143   86
Fees & revenues   144   162   146
Net technical margin   65   57   56
Expenses   (228)   (252)   (194)
Amortization of VBI   (6)   (3)   (7)
Other   -   -   -
Underlying operating earnings before tax   167   107   87
Income tax expenses / benefits   (30)   (17)   (22)
Minority interests   -   -   -
Underlying earnings Group share   136   90   65
Net capital gains or losses attributable to shareholders net of income tax   (474)   206   255
Adjusted earnings Group share   (338)   297   320
Profit or loss on financial assets (under FV option) & derivatives   (249)   (93)   (10)
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   (2)   -   -
Integration costs   (10)   (13)   -
Net income Group share   (597)   191   310

Gross revenues decreased by €512 million (-17%) to €2,563 million. On a comparable basis, gross revenues decreased by
€513 million (-17%) to €2,559 million.
•   Individual Life and Savings revenues (76% of gross revenues) decreased by 20% to €1,957 million driven by the decrease in
unit-linked products (-55% to €194 million) partly due to the lower performance of the structured products. The non unit-linked
products' revenues declined by 14% to €1,460 million mainly due to the fall in Crest products line. Traditional life products'
revenues decreased by 3% to €303 million.
•    Group Life and Savings revenues (24% of gross revenues) decreased by 3% to €606 million.

APE decreased by €80 million (-24%) to €260 million. On a comparable basis, APE decreased by €81 million (-24%) to €260 million
due to the decrease in Individual Life sales (-28% to €222 million) for both unit-linked and non unit-linked products, partly offset
by higher sales in Group life (+13% to €38 million).

Investment margin increased by €49 million (+35%) to €193 million as a result of higher fixed income revenues and lower
average credited rates, including policyholder bonus, due to a change in product mix.

Fees & revenues decreased by €19 million (-11%) to €144 million mainly due to lower fees on unit-linked account balances
(-34% to €14 million).

Net technical margin rose by €9 million (+15%) to €65 million mainly due to a more favorable mortality experience in 2008.

Expenses decreased by €24 million (-9%) to €-228 million due to a lower DAC amortization (€+14 million), a drop of overhead
costs (€+7 million) and a decrease in commissions (€+2 million).

Amortization of VBI increased by €3 million (+102%) to €-6 million.

The underlying cost income ratio improved by 12.0 points to 58.4%.

Income tax expenses increased by €14 million (+84%) to €-30 million. Excluding the €26 million positive contribution in 2007 resulting
from the favorable court decision for insurance companies on RDT ("Revenus Définitivement Taxés": tax exemption on 95% of dividends
on equities), income tax expenses decreased by €12 million (-28%) as a result of new tax allocation between Life and P&C.

As a result, underlying earnings increased by €46 million (+51%) to €136 million.

Adjusted earnings decreased by €634 million (-214%) to €-338 million mainly due to a strong increase in equities impairments
partly offset by the rise in underlying earnings.

Net income decreased by €788 million (-413%) to €-597 million mainly due to the drop of the adjusted earnings and to unfavorable
change in fair value on fixed income mutual funds due to credit spread widening (€-197 million), partly offset by a positive change
in fair value on derivatives (€+78 million).

78           2008 ANNUAL REPORT

LIFE & SAVINGS OPERATIONS - MEDITERRANEAN
AND LATIN AMERICAN REGION

(in Euro million)   2008   2007   2006
Gross revenues   4,822   1,924   1,476
APE (Group share)   406   206   143
Investment margin   254   91   73
Fees & revenues   266   172   108
Net technical margin   68   52   42
Expenses   (363)   (205)   (129)
Amortization of VBI   (41)   (9)   (5)
Other   -   -   -
Underlying operating earnings before tax   185   100   88
Income tax expenses / benefits   (45)   (21)   (24)
Minority interests   (32)   (6)   (7)
Underlying earnings Group share   108   73   57
Net capital gains or losses attributable to shareholders net of income tax   (40)   19   7
Adjusted earnings Group share   68   92   64
Profit or loss on financial assets (under FV option) & derivatives   (12)   -   -
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   (4)   (8)   -
Net income Group share   52   84   63

The Mediterranean and Latin American Region includes the following changes in scope in 2008:
•   AXA MPS consolidated as of 01/01/2008
•    Mexico consolidated as of 01/07/08
•   Turkey buyout of minority shareholders as of 01/07/08
For volume indicators, the comparable basis reflects 2008 scope.

Gross revenues increased by €2,898 million (+151%) to €4,822 million. On a comparable basis, gross revenues increased by
€+181 million (+4%) mainly driven by traditional savings products in Spain (€+162 million, mainly short term products such as
Flexiplusand Deposito Flexible) and by Accumulator sales in MPS (€167 million) partly offset by the lower contribution from Index
Linked products (€-163 million) in Italy.

APE increased by €200 million (+97%) to €406 million. On a comparable basis, APE remained stable, as the increase in Spain
(+21% or €+19 million), driven by traditional savings products, was offset by Italy (-16% or €-11 million) due to the lower contribution
from Index Linked products.

Investment margin increased by €164 million to €254 million, of which €138 million from AXA MPS and Mexico. On a constant
exchange rate basis and excluding AXA MPS and Mexico, investment margin increased by €27 million (+29%) mainly due to high
equity dividends in Italy and higher income in Spain.

Fees & revenues increased by €95 million to €266 million, of which €93 million from AXA MPS and Mexico. On a constant
exchange rate basis and excluding AXA MPS and Mexico, fees & revenues increased by €2 million (+1%).

Net technical margin increased by €17 million to €68 million of which €28 million from AXA MPS and Mexico. On a constant
exchange rate basis and excluding AXA MPS and Mexico, net technical margin decreased by €10 million (-20%) mainly due to
an exceptional provision in Italy.

Expenses increased by €158 million to €-363 million of which €159 million from AXA MPS and Mexico. On a constant exchange
rate basis and excluding AXA MPS and Mexico, expenses remained stable mainly due to a change in expense allocation in Spain
between the L&S and the P&C segments.

Amortization of VBI increased by €33 million to €-41 million, of which €31 million from AXA MPS and Mexico. On a constant
exchange rate basis and excluding AXA MPS and Mexico, amortization of VBI increased by €2 million (+20%).

Underlying cost income ratio increased by 0.5 point to 68.7%. On a constant exchange rate basis and excluding AXA MPS
and Mexico, the underlying cost income ratio decreased by 3.4 points to 64.9%.

79

Income tax expenses increased by €24 million to €-45 million, of which €16 million from AXA MPS and Mexico. On a constant
exchange rate basis and excluding AXA MPS and Mexico, income tax expenses increased by €7 million (+35%) due to the higher
pretax earnings and an exceptional deduction in Spain in 2007, partly offset by a tax rate decrease in some countries in 2008.

Minority interests increased by €26 million driven by AXA MPS, partly offset by minority shareholders' buyout in Turkey.

Underlying earnings increased by €35 million to €108 million of which €27 million from AXA MPS, Mexico and the buyout of
minority shareholders in Turkey. On a constant exchange rate basis and excluding AXA MPS, Mexico and the buyout of minority
shareholders in Turkey, underlying earnings increased by €8 million (+11%).

Adjusted earnings decreased by €24 million to €68 million of which €+4 million from AXA MPS, Mexico and the buyout of
minority shareholders in Turkey. On a constant exchange rate basis and excluding AXA MPS, Mexico and the buyout of minority
shareholders in Turkey, adjusted earnings decreased by €27 million (-30%) as the higher underlying earnings was more than
offset by equity impairments.

Net income decreased by €32 million to €52 million of which €+2 million from AXA MPS, Mexico and the buyout of minority
shareholders in Turkey. On a constant exchange rate basis and excluding AXA MPS, Mexico and the buyout of minority shareholders
in Turkey, net income decreased by €33 million (-39%), driven principally by the lower level of adjusted earnings and negative
change in fair value of mutual funds.

80           2008 ANNUAL REPORT

LIFE & SAVINGS OPERATIONS - OTHER COUNTRIES

The following tables present the operating results for the other Life & Savings operations of AXA:

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
Australia/New Zealand   1,719   1,384   1,254   1,254
Hong Kong   1,126   1,257   1,041   1,041
The Netherlands   -   -   -   527
Central and Eastern Europe   467   423   -   -
Other countries   378   443   343   343
Canada   108   122   115   115
Luxembourg   60   64   48   48
South East Asia and China (a)   210   257   180   180
TOTAL   3,690   3,507   2,637   3,164
Intercompany transactions   (2)   -   -   -
Contribution to consolidated gross revenues   3,688   3,507   2,637   3,164
(a) South East Asia includes Indonesia, Thailand, Philippines and Singapore.
(b) Restated means the restatement of The Netherlands' activities as discontinued businesses.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated (b)		   2006
Published
Australia / New Zealand   31   99   83   83
Hong Kong   133   126   111   111
The Netherlands   -   -   -   55
Central and Eastern Europe   7   -   -   -
Other countries   22   12   9   9
Canada   7   2   4   4
Luxembourg   5   4   5   5
South East Asia and China (a)   10   5   -   -
UNDERLYING EARNINGS   192   237   203   258
Net realized capital gains or losses attributable to shareholders   (161)   83   22   43
ADJUSTED EARNINGS   31   319   225   301
Profit or loss on financial assets (under fair value option) & derivatives   21   (10)   6   7
Exceptional operations (including discontinued operations)   (21)   -   74   (3)
Goodwill and related intangibles impacts   (2)   (2)   -   -
Integration costs   -   (3)   -   -
NET INCOME   29   304   304   304
(a) South East Asia includes Indonesia, Thailand, Philippines and Singapore.
(b) Restated means the restatement of The Netherlands' activities as discontinued businesses.

Australia and New Zealand1
Gross revenues increased by €335 million (+24%) to €1,719 million. On a comparable basis, gross revenues increased by
€390 million (+28%):
•    Gross written premiums and fees (79% of gross revenues) increased by €423 million (+42%) to €1,353 million, mainly driven by
significant wholesale single premiums in wealth management guaranteed savings products (within the life company) reflecting
the recent investors trend to seek more conservative investments given market volatility;
•    Revenues from mutual fund and advice business (21% of gross revenues) decreased by €34 million (-9%) to €366 million
due to a decline in funds under management levels resulting from stock market decrease and lower Mutual Funds net sales
which decreased by €2,423 million (-106%) to €-85m driven by both lower inflows and higher outflows.

(1) AXA interest in AXA Asia Pacific Group is 53.42% broken down into 53.15% direct interest holding and an additional 0.27% owned by the AAPH Executive
plan trust.

81

APE decreased by €167 million (-31%) to €378 million. On a comparable basis, APE decreased by €156 million (-29%) mainly
due to a drop in Mutual Fund and AllianceBernstein Joint Venture sales following negative market conditions in 2008 and the
favorable legislation change in 2Q07 (peak in sales last year). These negative impacts were partially offset by the inclusion of
some significant wholesale premiums (€+29 million) from institutional clients seeking more conservative investments, and by
Accumulator product sales.

Underlying earnings decreased by €68 million (-69%) to €31 million. On a constant exchange rate basis, underlying earnings
decreased by €66 million (-67%). On a 100% ownership basis, the evolution of underlying earnings was as follows:
•    Investment margin decreased by €16 million (-56%) to €13 million. On a constant exchange rate basis, investment margin
decreased by €16 million (-53%) due to lower returns and lower asset base.
•    Fees & revenues decreased by €34 million (-5%) to €698 million. On a constant exchange rate basis, fees & revenues
increased by €11 million (+2%) mainly due to the acquisition of the financial advisor Genesys. Excluding Genesys, fees &
revenues decreased by €46 million (-6%) on a comparable basis mainly due to lower average funds under management
driven by the 2008 stock market decrease.
•    Net technical margin fell by €33 million to €-27 million. On a constant exchange rate basis, net technical margin decreased
by €35 million driven by the negative impact from a drop in discount rates (€-21 million) and by less favorable claims experience
(€-19 million).
•    Expenses increased by €42 million (+8%) to €-585 million. On a constant exchange rate basis, expenses increased by €80 million
(+15%) mainly due to the acquisition of Genesys, including advisers retention bonus and integration, together with restructuring
costs for the A&NZ business. Excluding these, expenses decreased by €2 million (-0%) on a comparable basis.
•    Amortization of VBI increased by €20 million (+113%) to €-37 million. On a constant exchange rate basis, amortization
of VBI increased by €22 million (+127%) due to lower assets under management in the life company and the amortization of
Genesys VBI.
•    Income tax expenses decreased by €19 million (-82%) to €-4 million. On a constant exchange rate basis, income tax
expenses decreased by €18 million (-81%) mainly due the decrease in pre-tax underlying earnings.

As a consequence, the underlying cost income ratio increased by 17.9 points to 91.0%.

Adjusted earnings decreased by €232 million (-143%) to €-70 million. On a constant exchange rate basis, adjusted earnings
decreased by €236 million (-146%) due to lower underlying earnings and higher realized losses and impairments on equity.

Net income decreased by €232 million (-144%) to €-70 million. On a constant exchange rate basis, net income decreased by
€237 million (-146%) in line with adjusted earnings, as the loss on the sale of the annuities portfolio (€-10 million) and a one-off
tax expense (€-11 million) were offset by the positive change in value of interests rate swaps.

Hong-Kong1
Gross revenues decreased by €131 million (-10%) to €1,126 million. On a comparable basis, gross revenues decreased
by €45 million (-4%) mainly driven by a decrease in investment and savings inflows due to the investment market conditions
(€-75 million), partially offset by an increase in individual life and health (€+17 million), group business (€+9 million) and
bancassurance products (€+7 million).

APE decreased by €27 million (-20%) to €112 million. On a comparable basis, APE decreased by €18 million (-13%) due to a
reduction in investment and savings products (€-25 million) in an uncertain market environment, partially offset by increased
sales of life and health products (€+12 million).

Underlying earnings increased by €6 million (+5%) to €133 million. On a constant exchange rate basis, underlying earnings
increased by €17 million (+13%), mainly driven by non-recurring impacts on DAC amortization (revised actuarial assumptions).

Adjusted earnings decreased by €54 million (-38%) to €89 million. On a constant exchange rate basis, adjusted earnings
decreased by €47 million (-33%) reflecting significantly higher realized losses and impairments on equities, despite an improvement
in underlying earnings.

Net income decreased by €44 million (-31%) to €97 million. On a constant exchange rate basis, net income decreased
by €37 million (-26%), reflecting the lower adjusted earnings partly offset by the net positive impact of marked to market
derivatives.

(1) AXA interest in AXA Asia Pacific Group is 53.42% broken down into 53.15% direct interest holding and an additional 0.27% owned by the AAPH Executive
plan trust.

82          2008 ANNUAL REPORT

Central and Eastern Europe
Gross revenues increased by €45 million (+11%) to €467 million. On a comparable basis, gross revenues increased by €5 million
(+1%) mainly driven by Czech Republic and Poland, partly offset by Hungary.

APE increased by €57 million (+53%) to €164 million. On a comparable basis, APE increased by €37 million (+33%) driven by
Life & Savings (€91 million, +59%), mainly driven by short term Tax Wrapper product in Poland, and Pension Funds (€73 million,
+10%). Main countries contributing to the growth were Poland (€90 million, +69%) and Czech Republic (€58 million, +18%).

Underlying earnings increased by €7 million to €7 million. On a constant exchange rate basis, underlying earnings increased by
€6 million mainly due to an increase in investment margin partly offset by higher administrative expenses to develop distribution
networks.

Overall, the underlying cost income ratio decreased by 6.0 points to 92.5%.

Adjusted earnings decreased by €8 million to €-6 million. On a constant exchange rate basis, adjusted earnings decreased
by €7 million, as higher underlying earnings were more than offset by higher capital losses and impairments on equities and
fixed income securities.

Net income decreased by €8 million to €-9 million. On a constant exchange rate basis, net income decreased by €7 million
in line with adjusted earnings.

Canada
Gross revenues decreased by €14 million (-12%) to €108 million. On a constant exchange rate basis, revenues decreased
by €7 million (-6%) mainly reflecting the sale of AXA Services Financiers in 2007 partly offset by growth in Group Health
(€+2 million).

Underlying earnings and adjusted earnings amounted to €7 million, an increase of €5 million (+247%) on a constant exchange
rate basis, as 2007 was negatively impacted by a change in tax regulation.

South East Asia and China
APE increased by €3 million (+5%) to €66 million. On a comparable basis, APE increased by €8 million (+12%) mainly due to
Indonesia (+23%) and Thailand (+31%) following the strong growth in sales force and in the bancassurance channel.

Underlying earnings and adjusted earnings both increased by €6 million (+119%) on a constant exchange rate basis
to €10 million as a result of higher premium income and funds under management, and higher profit margin due to product
re-pricing in Indonesia and Thailand.

Net income increased by €12 million to €6 million as 2007 was negatively impacted by China's entry in the scope of consolidation
(one-time recognition of past losses).

83

2.3 ACTIVITY REPORT

Property & Casualty Segment

The following tables present the consolidated gross revenues, underlying earnings, adjusted earnings and net income attributable
to AXA's Property & Casualty segment for the periods indicated.

PROPERTY AND CASUALTY SEGMENT (a)

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
Gross written premiums   26,107   25,101   19,548   19,830
Fees and revenues from investment contracts without participating feature   -   -   -   -
Revenues from insurance activities   26,107   25,101   19,548   19,830
Net revenues from banking activities   -   -   -   -
Revenues from other activities   102   79   52   52
TOTAL REVENUES   26,209   25,180   19,600   19,882
Change in unearned premium reserves net of unearned revenues and fees   (244)   (362)   (139)   (142)
Net investment result excluding financing expenses   2,263   2,057   1,564   1,594
Technical charges relating to insurance activities   (16,649)   (16,702)   (12,697)   (12,841)
Net result of reinsurance ceded   (780)   (599)   (629)   (632)
Bank operating expenses   -   -   -   -
Insurance acquisition expenses   (4,776)   (4,634)   (3,712)   (3,787)
Amortization of value of purchased life business in force   -   -   -   -
Administrative expenses   (2,602)   (2,274)   (1,817)   (1,851)
Valuation allowances on tangible assets   (1)   4   11   11
Other   (5)   (24)   (18)   (20)
Other operating income and expenses   (24,812)   (24,229)   (18,863)   (19,120)
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX EXPENSE   3,415   2,647   2,162   2,213
Net income from investments in affiliates and associates   5   5   9   9
Financing expenses   (10)   (13)   (8)   (8)
OPERATING INCOME GROSS OF TAX EXPENSE   3,410   2,639   2,163   2,214
Income tax expense   (967)   (726)   (704)   (719)
Minority interests in income or loss   (49)   (50)   (42)   (42)
UNDERLYING EARNINGS   2,394   1,863   1,417   1,453
Net realized capital gains or losses attributable to shareholders   (665)   562   440   441
ADJUSTED EARNINGS   1,729   2,425   1,857   1,895
Profit or loss on financial assets (under fair value option) & derivatives   (656)   4   70   71
Exceptional operations (including discontinued operations)   1   (2)   51   13
Goodwill and other related intangible impacts   (69)   (67)   (2)   (2)
Integration costs   (78)   (142)   -   -
NET INCOME   926   2,218   1,977   1,977
(a) Before intercompany transactions.
(b) Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

84           2008 ANNUAL REPORT

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
France   5,633   5,377   5,219   5,219
United Kingdom & Ireland   4,471   5,111   4,742   4,742
Germany   3,554   3,531   2,759   2,759
Belgium   2,156   2,130   1,520   1,520
Mediterranean & Latin American Region(a)   6,437   5,298   3,831   3,831
Switzerland   2,024   1,981   95   95
Other countries   1,934   1,752   1,435   1,717
TOTAL   26,209   25,180   19,600   19,882
Intercompany transactions   (170)   (164)   (89)   (89)
Contribution to consolidated gross revenues   26,039   25,016   19,510   19,793
(a)  Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco, Gulf Region and Mexico.
(b)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
France   623   426   382   382
United Kingdom & Ireland   306   262   386   386
Germany   355   325   181   181
Belgium   181   216   147   147
Mediterranean & Latin American Region|a|   557   362   173   173
Switzerland   238   125   7   7
Other countries   134   147   140   176
UNDERLYING EARNINGS   2,394   1,863   1,417   1,453
Net realized capital gains or losses attributable to shareholders   (665)   562   440   441
ADJUSTED EARNINGS   1,729   2,425   1,857   1,895
Profit or loss on financial assets (under fair value option) & derivatives   (656)   4   70   71
Exceptional operations (including discontinued operations)   1   (2)   51   13
Goodwill and related intangibles impacts   (69)   (67)   (2)   (2)
Integration costs   (78)   (142)   -   -
NET INCOME   926   2,218   1,977   1,977
(a)  Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco, Gulf Region and Mexico.
(b)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

85

PROPERTY & CASUALTY OPERATIONS - FRANCE

(in Euro million)   2008   2007   2006
Gross revenues   5,633   5,377   5,219
Current accident year loss ratio (net)   74.8%   74.3%   74.6%
All accident year loss ratio (net)   68.5%   72.7%   73.5%
Net technical result   1,777   1,467   1,390
Expense ratio   24.5%   24.2%   24.1%
Net investment result   569   495   464
Underlying operating earnings before tax   962   657   592
Income tax expenses / benefits   (339)   (230)   (210)
Net income from investments in affiliates and associates   -   -   -
Minority interests   (1)   -   -
Underlying earnings Group share   623   426   382
Net capital gains or losses attributable to shareholders net of income tax   (83)   93   70
Adjusted earnings Group share   539   519   452
Profit or loss on financial assets (under FV option) & derivatives   (290)   34   64
Exceptional operations (including discontinued operations)   (4)   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   -   -   -
Net income Group share   245   553   515

Gross revenues increased by €257 million (+5%) to €5,633 million (or on a comparable basis +3%).
•   Personal lines (60% of gross revenues) increased by 4% to €3,378 million mainly reflecting higher net inflows in Motor (+133k new
contracts stemming from all distribution channels) in a competitive market, and positive net inflows (+71 k) combined with an
increase in the average premium in Household.
•    Commercial lines (40% of gross revenues) were up by 3% to €2,217 million notably driven by a strong portfolio development
in Construction (+9%), and a moderate growth in Property (+2%) and Liability (+3%) in a context of competitive markets.

Net Technical Result increased by €309 million (+21%) to €1,777 million:
•    Current accident year loss ratio increased by 0.4 point to 74.8% reflecting (i) the shift towards longer tail business (Construction
and Liability) and (ii) the increase in Personal Motor current accident year net loss ratio due to pressure on tariffs.
•    Prior accident year net technical result improved by €269 million to €354 million reflecting a higher positive prior year reserves
development (Motor, Liability, Construction).

As a consequence, the all accident year loss ratio decreased by 4.3 points to 68.5%.

Expense ratio rose by 0.3 point to 24.5% due to (i) change in business mix towards products with higher commission rates,
(ii) IT and marketing investments, (iii) Nationale Suisse Assurance integration costs, and (iv) increase of taxes.

As a result, the combined ratio improved by 4.0 points to 93.0%.

Net investment result increased by €73 million (+15%) to €569 million mainly driven by higher bonds' revenues due to higher
asset base and yield.

Income tax expenses were up by €109 million (+48%) to €-339 million in line with increase in taxable operating income.

As a result, underlying earnings increased by €196 million (+46%) to €623 million.

Adjusted earnings increased by €20 million (+4%) to €539 million as the underlying earnings increase was partly offset by
higher impairment charges (€-143 million), mainly on equities and bonds, and lower realized capital gains (€-42 million).

Net income decreased by €308 million (-56%) to €245 million as (i) the evolution of adjusted earnings and (ii) a €35 million gain
corresponding to the cancellation of deferred tax liabilities on assets overestimated in previous years, were more than offset by
(iii) an unfavorable change in fair value (€-290 million) mainly on credit mutual funds due to the widening of corporate spreads,
and (iv) a negative impact on foreign exchange for €-63 million.

86           2008 ANNUAL REPORT

PROPERTY & CASUALTY OPERATIONS - UNITED KINGDOM & IRELAND

(in Euro million)   2008   2007   2006
Gross revenues   4,471   5,111   4,742
Current accident year loss ratio (net)   69.3%   71.8%   63.6%
All accident year loss ratio (net)   63.3%   66.4%   61.8%
Net technical result   1,643   1,663   1,790
Expense ratio   35.7%   35.0%   34.7%
Net investment result   352   380   338
Underlying operating earnings before tax   397   311   501
Income tax expenses / benefits   (90)   (49)   (114)
Net income from investments in affiliates and associates   -   -   -
Minority interests   (1)   (1)   -
Underlying earnings Group share   306   262   386
Net capital gains or losses attributable to shareholders net of income tax   (227)   71   75
Adjusted earnings Group share   78   333   461
Profit or loss on financial assets (under FV option) & derivatives   7   (5)   (9)
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   (24)   (17)   -
Integration costs   -   (4)   -
Net income Group share   62   307   451
Average exchange rate: 1.00 € = £   0.7970   0.684   0.682

Gross revenues decreased by €641 million (-13%) to €4,471 million or €4,420 million after intercompany eliminations. On a
comparable basis, gross revenues increased by €2 million (+0%).
•   Personal lines (52% of the gross revenues) were flat at €2,347 million with Motor up 2%, driven by +34% growth (or €66 million)
in Swiftcover direct business, offset by a decrease of intermediated business linked to price increase to address profitability,
and competition driving down prices in Ireland. Non-Motor was flat with Property up 9% due to volume growth, and Health
up 2% due to large corporate contracts, offset by creditor down 14% due to credit crunch.
•    Commercial lines (45% of the gross revenues) were down 1% to €2,019 million. Motor decreased by 2%, principally reflecting
rate reductions in Ireland to address the increased competition whereas the United Kingdom remained resilient. Non-Motor
decreased by 1% with a deterioration across most business lines with the continued focus on profitability in a soft, competitive
market, partly offset by 11% growth in Health.
•    Other lines (1% of the gross revenues) were up 32% to €54 million mainly reflecting growth in brokerage business.

Net technical result decreased by €20 million (-1%) to €1,643 million. On a constant exchange rate basis, net technical result
increased by €234 million (+14%).
•   The current accident year loss ratio decreased by 2.8 points to 69.3%, as a result of the non recurring 2007 adverse weather
events (-6.6 points) partly offset by a higher frequency of large claims in Commercial Property and increased injury claims
and inflation in third party damage claims in United Kingdom Commercial motor.
•   The all accident year loss ratio decreased by 3.3 points to 63.3% reflecting the improvement in current accident year loss ratio
combined with +0.6 point favorable development in prior years reserves.

Expense ratio rose by 0.8 point to 35.7%. Acquisition costs ratio was down 0.7 point following the renegotiation of commission
rates with delegated authority brokers in the United Kingdom partly offset by the redundancy scheme costs in Ireland. Administrative
expenses ratio increased by 1.5 points due to higher IT costs (+0.7 point), growth through acquisition of a subsidiary in Health
(+0.5 point) and the redundancy scheme costs in Ireland (+0.2 point).

As a result, the combined ratio improved by 2.5 points to 99.0%.

Net investment result decreased by €28 million (-7%) to €352 million. On a constant exchange rate basis, net investment result
increased by €14 million (+4%) as a result of increased average returns (higher bond yields) offset by lower asset base reflecting
the current market conditions and the payment of claims related to 2007 weather events.

Income tax expenses increased by €42 million (+86%) to €-90 million. On a constant exchange rate basis, income tax
expenses increased by €55 million (+112%) as the reduction in United Kingdom corporation tax rate was more than offset by the
improvement in pre-tax earnings and a €3 million decrease in positive tax one offs.

Underlying earnings increased by €44 million (+17%) to €306 million. On a constant exchange rate basis, underlying earnings
increased by €84 million (+32%).

87

Adjusted earnings decreased by €254 million (-76%) to €78 million. On a constant exchange rate basis, adjusted earnings
decreased by €243 million (-73%) as the underlying earnings increase was more than offset by €108 million lower realized capital
gains and €220 million higher impairments on equities, bonds and real estate.

Net income decreased by €245 million (-80%) to €62 million. On a constant exchange rate basis, net income decreased by
€237 million (-77%) reflecting adjusted earnings evolution.

PROPERTY & CASUALTY OPERATIONS - GERMANY

(in Euro million)   2008   2007   2006
Gross revenues   3,554   3,531   2,759
Current accident year loss ratio (net)   76.2%   78.7%   74.2%
All accident year loss ratio (net)   66.1%   69.0%   67.8%
Net technical result   1,198   1,094   889
Expense ratio   32.1%   29.3%   30.3%
Net investment result   394   339   239
Underlying operating earnings before tax   458   401   293
Income tax expenses / benefits   (106)   (74)   (108)
Net income from investments in affiliates and associates   5   5   4
Minority interests   (2)   (7)   (7)
Underlying earnings Group share   355   325   181
Net capital gains or losses attributable to shareholders net of income tax   (57)   92   77
Adjusted earnings Group share   298   416   259
Profit or loss on financial assets (under FV option) & derivatives   (146)   29   26
Exceptional operations (including discontinued operations)   (1)   -   (3)
Goodwill and other related intangibles impacts   -   -   -
Integration costs   (25)   (36)   -
Net income Group share   127   410   282

Gross revenues increased by €23 million (+1%) to €3,554 million. On a comparable basis, gross revenues increased by
€24 million (+1%).
•   Personal lines (63% of gross revenues) decreased by 1% as a result of contract losses in Motor in the context of market price
pressure partly offset by growth in Property mainly due to the packaged product 'Profischutz' for professionals as well as
tariff increases.
•   Commercial lines (30% of gross revenues) were flat.
•   Other lines (7% of gross revenues) increased by 18% due to a one off effect in the Assumed business.

Net technical result increased by €105 million (+10%) to €1,198 million.
•   Current accident year loss ratio decreased by 2.5 points to 76.2% driven by a lower impact of natural events.
•   All accident year loss ratio decreased by 2.8 points to 66.1% due to the improved current accident year loss ratio and a positive
prior year reserve development.

Expense ratio rose by 2.8 points to 32.1%, primarily driven by non-recurring items in 2007 and 2008. In 2007, the expense ratio
was positively impacted by the release of a bad debt provision, whereas in 2008 non-recurring items (such as pension costs)
had a negative impact.

As a result, the combined ratio remained stable at 98.2%.

Net investment result rose by €55 million (+16%) to €394 million mainly due to higher income from fixed income as a result of
new investment in bonds benefiting from higher spreads partly offset by lower dividends from equities.

Income tax expenses increased by €32 million (+44%) to €-106 million due to the improved net investment result and lower
tax-free dividends as well as lower non recurring favorable tax impacts.

As a consequence, underlying earnings increased by €30 million (+9%) to €355 million.

88           2008 ANNUAL REPORT

Adjusted earnings decreased by €118 million (-28%) to €298 million due to lower realized capital gains and higher equity
impairments partly mitigated by equity hedges.

Net income decreased by €283 million (-69%) to €127 million due to lower adjusted earnings and unfavorable change in fixed
income assets fair value as well as negative foreign exchange impact.

PROPERTY & CASUALTY OPERATIONS - BELGIUM

(in Euro million)   2008   2007   2006
Gross revenues   2,156   2,130   1,520
Current accident year loss ratio (net)   80.9%   77.6%   78.1%
All accident year loss ratio (net)   69.0%   67.5%   66.0%
Net technical result   669   693   512
Expense ratio   29.9%   29.8%   29.3%
Net investment result   235   235   178
Underlying operating earnings before tax   255   290   245
Income tax expenses / benefits   (75)   (73)   (98)
Net income from investments in affiliates and associates   -   -   -
Minority interests   -   -   -
Underlying earnings Group share   181   216   147
Net capital gains or losses attributable to shareholders net of income tax   (41)   119   142
Adjusted earnings Group share   140   335   290
Profit or loss on financial assets (under FV option) & derivatives   (133)   (29)   (6)
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   (1)   -   -
Integration costs   (24)   (34)   -
Net income Group share   (17)   272   283

Gross revenues increased by €26 million (+1%) to €2,156 million. On a comparable basis, gross revenues increased by €27 million
(+1%) to €2,139 million.
•   Personal lines (62% of total revenues) were up 1% driven by Non Motor (+2%) mainly resulting from price increases partly offset
by lower volume in Property.
•    Commercial lines (38% of total revenues) were up 3% as a result of increases in all lines except in Property.

Net technical result decreased by €23 million (-3%) to €669 million:
•  The current accident year loss ratio increased by 3.2 points to 80.9% mainly due to higher large claims (€+68 million) mainly
in property, despite less natural events.
•   All accident year loss ratio increased by 1.5 points to 69.0% reflecting the deterioration of the current accident year loss ratio
partly offset by a higher prior years result (€+40 million) mainly in Workers' compensation.

Expense ratio increased by 0.1 point to 29.9% driven by higher administrative expenses.

As a result, the combined ratio increased by 1.6 points to 98.8%.

Underlying investment result remained stable at €235 million.

Income tax expenses increased by €1 million (+2%) to €-75 million mainly due to the non recurrence of a €10 million positive
impact in 2007 resulting from the favorable court decision for insurance companies on RDT (Revenus Definitivement Taxés: tax
exemption on 95% of dividends on equities) and a new tax allocation between Life and P&C.

Underlying earnings decreased by €35 million (-16%) to €181 million.

Adjusted earnings decreased by €195 million (-58%) to €140 million reflecting lower underlying earnings and higher equity
impairments.

Net income decreased by €289 million (-106%) to €-17 million mainly reflecting lower adjusted earnings and unfavorable change
in fixed income mutual funds fair value due to credit spread widening.

89

PROPERTY & CASUALTY OPERATIONS - MEDITERRANEAN
AND LATIN AMERICAN REGION

(in Euro million)   2008   2007   2006
Gross revenues   6,437   5,298   3,831
Current accident year loss ratio (net)   76.2%   76.5%   77.2%
All accident year loss ratio (net)   68.5%   72.1%   74.8%
Net technical result   1,979   1,453   941
Expense ratio   24.8%   23.3%   23.3%
Net investment result   414   351   245
Underlying operating earnings before tax   833   591   314
Income tax expenses / benefits   (235)   (195)   (106)
Net income from investments in affiliates and associates   -   -   -
Minority interests   (40)   (34)   (34)
Underlying earnings Group share   557   362   173
Net capital gains or losses attributable to shareholders net of income tax   (43)   172   57
Adjusted earnings Group share   515   534   231
Profit or loss on financial assets (under FV option) & derivatives   (37)   (16)   (1)
Exceptional operations (including discontinued operations)   6   (2)   -
Goodwill and other related intangibles impacts   (16)   (28)   -
Integration costs   (20)   (60)   -
Net income Group share   447   428   230

The Mediterranean and Latin American Region includes the following changes in scope:
•   AXA MPS consolidated as of 01/01/2008
•   Mexico consolidated as of 01/07/08
•    Gulf Region consolidated as of 01/01/2008
•    Turkey buyout of minority shareholders as of 01/07/08

For volume indicators, the comparable basis reflects 2008 scope.

Gross revenues increased by €1,139 million (+22%) to €6,437 million, or €6,414 million after intercompany eliminations. On
comparable basis, gross revenues increased by €391 million (+6%) mainly supported by the strong performance in the fast
developing countries (Mexico +24%, Gulf Region +58%, Turkey +9% and Morocco +12%).
•    Personal lines (65% of total revenues) were up 3% to €4,190 million due to (i) Motor up 2% driven by Turkey and Gulf Region,
and (ii) Non-motor up 6% driven by Property (+6%, mainly in Spain), and Health (+5%, driven by a new successful segmentation
in Mexico).
•    Commercial lines (35% of total revenues) were up 12% to €2,221 million with (i) Motor up 9% mainly driven by Mexico (+26%
due to both renewal and acquisitions of large contracts), partly offset by Spain (-9% due to economic slowdown), and
(ii) Non-motor up 13% mostly due to the positive contribution from Health up 45% mainly driven by new corporate contracts
issued in the Gulf Region and Mexico.

Net technical result increased by €525 million to €1,979 million of which €253 million from AXA MPS, Gulf Region and
Mexico. On a constant exchange rate basis and excluding AXA MPS, Gulf Region and Mexico, net technical result increased by
€282 million (+19%).
•   The current accident year loss ratio decreased by 0.3 point to 76.2%. On a constant exchange rate basis and excluding AXA
MPS, Gulf Region and Mexico, the current year loss ratio increased by 0.9 point to 77.4% mainly linked to motor business in
Italy with higher impact from large claims.
•   The all accident year loss ratio decreased by 3.4 points to 68.5%. On a constant exchange rate basis and excluding AXA MPS,
Gulf Region and Mexico, the all accident year loss ratio decreased by 4.0 points to 68.0% thanks to a favorable prior year
reserves development.

Expense ratio rose by 1.5 points to 24.8%. On a constant exchange rate basis and excluding AXA MPS, Gulf Region and
Mexico, the expense ratio increased by 0.9 point to 24.2% driven by a change in expense allocation in Spain, IT costs and the
launch of a direct channel in Italy.

As a result, the combined ratio improved by 1.9 points to 93.3%. On a constant exchange rate basis and excluding AXA MPS,
Gulf Region and Mexico, the combined ratio decreased by 3.1 points to 92.2%.

90           2008 ANNUAL REPORT

Net investment result increased by €63 million to €414 million of which €47 million from AXA MPS, Gulf Region and Mexico. On
a constant exchange rate basis and excluding AXA MPS, Gulf Region and Mexico, net investment result increased by €21 million
(+6%) driven by higher bonds income (volume effect and spreads increase).

Income tax expenses increased by €41 million to €-235 million, of which €5 million from AXA MPS, Gulf Region and Mexico. On
a constant exchange rate basis and excluding AXA MPS, Gulf Region and Mexico, income tax expenses increased by €36 million
(+19%) due to higher pretax earnings partly compensated by a tax rate decrease in some countries.

Underlying earnings increased by €195 million to €557 million, of which €+34 million from AXA MPS, Gulf Region, Mexico
and the buyout of minorities in Turkey. On a constant exchange rate basis and excluding AXA MPS, Gulf Region, Mexico and the
buyout of minorities in Turkey, underlying earnings increased by €164 million (+45%).

Adjusted earnings decreased by €19 million to €515 million of which €+34 million from AXA MPS, Gulf Region, Mexico and
the buyout of minorities in Turkey. On a constant exchange rate basis and excluding AXA MPS, Gulf Region, Mexico and the
buyout of minorities in Turkey, adjusted earnings decreased by €49 million (-9%), as the increase in underlying earnings was
offset by higher impairments on equities.

Net income increased by €19 million to €447 million of which €+50 million from AXA MPS, Gulf Region, Mexico and the buyout
of minorities in Turkey. On a constant exchange rate basis and excluding AXA MPS, Gulf Region, Mexico and the buyout of
minorities in Turkey, net income decreased by €27 million (-6%) as the lower adjusted earnings and the negative impact of change
in fair value on mutual funds were partly offset by lower Winterthur integration costs (€43 million).

PROPERTY & CASUALTY OPERATIONS - SWITZERLAND

(in Euro million) 2008   2007   2006
Gross revenues 2,024   1,981   95
Current accident year loss ratio (net) 73.7%   77.6%   63.3%
All accident year loss ratio (net) 69.1%   75.2%   72.2%
Net technical result 627   490   27
Expense ratio 24.5%   24.0%   24.1%
Net investment result 181   142   4
Underlying operating earnings before tax 311   159   8
Income tax expenses / benefits (70)   (33)   (1)
Net income from investments in affiliates and associates -   -   -
Minority interests (2)   (1)   -
Underlying earnings Group share 238   125   7
Net capital gains or losses attributable to shareholders net of income tax (170)   (6)   2
Adjusted earnings Group share 68   119   9
Profit or loss on financial assets (under FV option) & derivatives (52)   (10)   -
Exceptional operations (including discontinued operations) -   -   -
Goodwill and other related intangibles impacts (21)   (17)   -
Integration costs (10)   (7)   -
Net income Group share (14)   84   9
Average exchange rate: 1.00 € = Swiss Franc 1.5866   1.642   1.572

Gross revenues increased by €43 million (+2%) to €2,024 million. On a comparable basis, gross revenues decreased by
€-26 million (-1%):
•   Personal lines (51% of gross revenues) improved by 1% to €1,053 million reflecting the strong positive net new contracts partly
offset by tariff reduction in the context of a softening market.
•    Commercial lines (49% of gross revenues) decreased by 4% to €992 million mainly driven by price pressure in Workers'
compensation (-7%) and Health (-2%), partly offset by Motor (+7%).

Net technical result increased by €137 million (+28%) to €627 million. On a constant exchange rate basis, net technical result
improved by €116 million (+24%):
•    The current accident year loss ratio decreased by 3.9 points to 73.7% mainly driven by the non-recurrence of large losses
due to flood and hail events in 2007.
•   The all accident year net loss ratio decreased by 6.1 points to 69.1% reflecting the lower current year loss ratio and the increase
in prior year results (€+44 million) mainly on long tail business lines.

91

Expense ratio increased by +0.6 point to 24.5% mainly driven by higher acquisition costs resulting from the change to an
independent sales organization for exclusive agents partly offset by the positive €36 million one time impact of the change in
own pension scheme.

As a consequence, the combined ratio improved by 5.5 points to 93.6%.

Net investment result improved by €39 million (+28%) to €181 million. On a constant exchange rate basis, net investment result
increased by €33 million (+23%) driven by higher volume and higher investment return, mainly on loans and bonds.

Income tax expenses were up €36 million (+109%) to €-70 million. On a constant exchange rate basis, income tax expenses
increased by €34 million (+102%) driven by higher pre-tax earnings.

Underlying earnings increased by €114 million (+91%) to €238 million. On a constant exchange rate basis, underlying earnings
increased by €106 million (+85%).

Adjusted earnings decreased by €50 million (-42%) to €68 million. On a constant exchange rate basis, adjusted earnings
decreased by €53 million (-44%) reflecting higher impairments (€-140 million) and realized capital losses (€-19 million) mainly
on equities as a consequence of the drop in financial markets, partly offset by higher underlying earnings.

Net income decreased by €98 million (-117%) to €-14 million. On a constant exchange rate basis, net income decreased
by €98 million (-117%) including change in fair value on mutual funds (€-28 million), and foreign currency impact and related
derivatives (€-11 million).

92           2008 ANNUAL REPORT

PROPERTY & CASUALTY OPERATIONS - OTHER COUNTRIES

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
Canada   1,076   1,085   1,059   1,059
The Netherlands   -   -   -   282
Others   858   667   376   376
South Korea   326   203   -   -
Japan   195   167   158   158
Asia (excluding Japan)(a)   230   205   149   149
Luxembourg   88   80   69   69
Central and Eastern Europe   19   12   -   -
TOTAL   1,934   1,752   1,435   1,717
Intercompany transactions   (9)   (9)   (4)   (4)
Contribution to consolidated gross revenues   1,925   1,743   1,431   1,713
(a)  Includes Hong Kong, Singapore and Malaysia (Malaysia was fully consolidated for the first time in 2007).
(b)  Restated means the restatement of The Netherlands' activities as discontinued businesses.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
Canada   103   125   113   113
The Netherlands   -   -   -   36
Others   31   22   27   27
South Korea   4   3   -   -
Japan   6   -   1   1
Asia (excluding Japan)(a)   17   18   23   23
Luxembourg   13   12   9   9
Central and Eastern Europe   (10)   (10)   (6)   (6)
UNDERLYING EARNINGS   134   147   140   176
Net realized capital gains or losses attributable to shareholders   (44)   22   16   18
ADJUSTED EARNINGS   90   169   157   194
Profit or loss on financial assets (under fair value option) & derivatives   (6)   1   (2)   (1)
Exceptional operations (including discontinued operations)   -   -   54   16
Goodwill and related intangibles impacts   (7)   (5)   (2)   (2)
Integration costs   -   (1)   -   -
NET INCOME   77   164   206   206
(a) Includes Malaysia, Hong Kong and Singapore.
(b) Restated means the restatement of The Netherlands' activities as discontinued businesses.

Canada
Gross revenues amounted to €1,076 million. On a constant exchange rate basis, premiums increased by €59 million (+5%) as
a result of (i) €88 million growth in premiums mainly reflecting an organic growth of 6% as well as portfolio transfers, partly offset
by (ii) €-29 million resulting from the 24 month policies success in 2007 leading to less renewals in 2008.

The combined ratio increased by 3.7 points to 92.7% mainly driven by the bad weather conditions in 2008.

Underlying earnings amounted to €103 million. On a constant exchange rate basis, underlying earnings decreased by €15 million
(-12%) due to the deterioration of the combined ratio.

Adjusted earnings decreased by €70 million on a constant exchange rate basis to €61 million reflecting €15 million lower
underlying earnings, €32 million higher equity impairments and €23 million lower realized capital gains.

93

Net income decreased by €75 million on a constant exchange rate basis to €55 million mainly as a result of lower adjusted
earnings and higher foreign exchange losses.

South Korea
Kyoto Auto was acquired last year and contributed 6 months to 2007 earnings.

Gross revenues increased by €124 million (+61%) to €326 million. On a comparable basis, gross revenues increased by
€38 million (+10%), driven by the growth of the Motor portfolio.

The combined ratio was 101.9%, including unfavorable reserve developments on previous years and the impact of productivity
gains and costs savings.

Underlying earnings reached €4 million.

Adjusted earnings were in line with underlying earnings.

Net income was €0 million, including the amortization of the acquired portfolio.

Japan
Gross revenues increased by €28 million (+17%) to €195 million. On a comparable basis, gross revenues increased by €17 million
(+10%), thanks to higher volumes in Motor business.

The combined ratio improved by 3.8 points to 98.7%, notably owing to favorable reserve developments on prior years and the
decrease in the expense ratio thanks to a positive volume effect.

Underlying earnings increased by €6 million, on both current and constant exchange rate bases, to €6 million driven by the
improvement of the combined ratio.

Adjusted earnings increased by €8 million, on both current and constant exchange rate bases, to €8 million due to higher
underlying earnings and realized capital gains.

Net income was in line with adjusted earnings.

Asia (excluding Japan)
Singapore
Gross revenues increased by €21 million (+23%) to €111 million. On a comparable basis, gross revenues increased by €22 million
(+24%) mainly due to motor business. Other lines benefited from some regulatory changes.

The combined ratio improved by 1.6 points to 92.1% mainly arising from a better claims experience in Property and Workers'
compensation.

Underlying earnings increased by €2 million (+22%) on constant exchange rate basis mainly due the combined ratio
improvement.

Adjusted earnings and net income were stable at €10 million with higher underlying earnings and lower realized capital
gains.

Hong Kong
Gross revenues decreased by €4 million (-7%) to €53 million. On a comparable basis, gross revenues were stable.

The combined ratio improved by 0.9 point, mainly attributable to the non-recurrence of 2007 large claims.

Underlying earnings were stable at €4 million on both current and constant exchange rate bases.

Adjusted earnings decreased by €7 million due to lower equity realized gains.

Net income decreased by €8 million in line with adjusted earnings.

94           2008 ANNUAL REPORT

Malaysia
Gross revenues increased by €8 million (+14%) to €66 million. On a comparable basis, gross revenues increased by €10 million
(+18%) mainly driven by the Motor business boosted by the strong car sales.

The combined ratio deteriorated by 11.0 points to 94.5% mainly due to unfavorable reserves development on prior years in
Motor.

Underlying earnings decreased by €2 million to €3 million in line with the deterioration of the combined ratio.

Adjusted earnings and net income decreased by €4 million (-58%) to €3 million mainly due to lower underlying earnings and
lower capital gains.

Central and Eastern Europe (Poland)
Gross revenues increased by €7 million (+60%) to €19 million. On a comparable basis, gross revenues increased by 86%
reflecting strong portfolio development in Motor (+56k new contracts).

Underlying earnings and adjusted earnings remained stable at €-10 million, as the improvement in technical and investment
results were offset by higher expenses driven by strong development of this activity launched in 2006.

Net income decreased by €1 million to €-11 million.

95

2.3 ACTIVITY REPORT

International Insurance Segment

The following tables present the consolidated gross revenues, underlying earnings, adjusted earnings and net income for the
International Insurance Segment for the periods indicated

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
AXA Corporate Solutions Assurance   1,970   1,823   1,697
AXA Cessions   51   69   57
AXA Assistance   870   809   702
Other(a)   89   1,002   1,355
TOTAL   2,980   3,703   3,811
Intercompany transactions   (139)   (135)   (95)
Contribution to consolidated gross revenues   2,841   3,568   3,716
(a) Including €-6 million in 2008 (€896 million in full year 2007 and €1,217 million in full year 2006) of business fronted by AXA RE and fully reinsured by Paris RE
(fronting arrangement set in place in the context of the sale of AXA RE's business to Paris RE).

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
AXA Corporate Solutions Assurance   113   97   84
AXA Cessions   14   13   15
AXA Assistance   20   19   21
Other(a)   41   89   11
UNDERLYING EARNINGS   188   218   131
Net realized capital gains or losses attributable to shareholders   (16)   23   60
ADJUSTED EARNINGS   172   241   191
Profit or loss on financial assets (under fair value option) & derivatives   (71)   (1)   (1)
Exceptional operations (including discontinued operations)   1   3   66
Goodwill and related intangibles impacts   -   -   (12)
Integration costs   -   -   -
NET INCOME   103   243   244
(a) Including AXA RE and other non life run-off businesses managed by AXA Liabilities Managers and AXA Corporate Solutions Life Reinsurance Company.

96           2008 ANNUAL REPORT

AXA CORPORATE SOLUTIONS ASSURANCE

(in Euro million)   2008   2007   2006  
Gross revenues   1,970   1,823   1,697  
Current accident year loss ratio (net)   97.5%   94.1%   88.7%  
All accident year loss ratio (net)   88.2%   87.8%   87.3%  
Net technical result   227   220   207  
Expense ratio   13.2%   12.3%   12.8%  
Net investment result   190   163   144  
Underlying operating earnings before tax   163   161   144  
Income tax expenses/benefits   (48)   (63)   (59)  
Net income from investments in affiliates and associates   -   -   -  
Minority interests   (1)   (1)   (1)  
Underlying earnings Group share   113   97   84  
Net capital gains or losses attributable to shareholders net of income tax   (8)   27   32  
Adjusted earnings Group share   105   124   116  
Profit or loss on financial assets (under FV option) & derivatives   (77)   1   1  
Exceptional operations (including discontinued operations)   -   -   -  
Goodwill and other related intangibles impacts   -   -   -  
Integration costs   -   -   -  
Net income Group share   27   125   117  

Gross revenues increased by €147 million (+8%) to €1,970 million, or €1,954 million after intercompany eliminations. On a
comparable basis, gross revenues increased by €111 million (+6%) driven by portfolio development and positive volume effect
in Construction, Marine and Liability in a context of tough pricing environment.

Net technical result increased by €7 million (+3%) to €227 million.
•   The current accident year net technical result decreased by €56 million to €45 million reflecting several large losses in
Property (including an earthquake in China and floods in Australia). Current year loss ratio reached 97.5% (+3.4 points).
•   The prior accident year net technical result increased by €64 million to €181 million due to positive reserve developments
in most lines of business.

As a consequence, the all accident year loss ratio increased by 0.5 point to 88.2%.

Expense ratio increased by 0.9 point to 13.2% resulting from a change in business mix towards products with higher commission
rate and the launch of new branches in Singapore, Hong Kong and Switzerland.

As a result, the combined ratio increased by 1.3 points to 101.4%.

Net investment result increased by €28 million (+17%) to €190 million mainly driven by higher bonds revenues due to higher
asset base and yield.

Income tax expenses decreased by €15 million to €-48 million mainly reflecting the booking of deferred tax assets on prior
year tax losses on foreign branches.

As a consequence, underlying earnings increased by €16 million (+17%) to €113 million. On a constant exchange rate basis,
underlying earnings increased by €11 million (+11%).

Adjusted earnings decreased by €19 million (-16%) to €105 million. On a constant exchange rate basis, adjusted earnings
decreased by €25 million (-20%) as the underlying earnings increase was more than offset by higher impairment charges in a
context of adverse financial markets.

Net income decreased by €97 million (-78%) to €27 million. On a constant exchange rate basis, net income decreased by
€103 million (-83%) driven by the adjusted earnings evolution combined with a €77 million negative change in fair value mainly
on credit funds as a result of widening of corporate spreads. In 2008, the net change in fair value on assets included a corrective
gain of €6 million corresponding to the cancellation of deferred tax liabilities overestimated in previous years.

97

AXA CESSIONS

Underlying earnings were flat at €14 million.

AXA ASSISTANCE

Gross revenues increased by €61 million (+8%) to €870 million, or €751 million after intercompany eliminations. On a comparable
basis, gross revenues increased by €79 million (+11%) driven by a strong development in Healthcare and Travel activities.

Underlying earnings increased by €1 million (+7%) to €20 million.

Adjusted earnings and net income decreased by €4 million to €16 million and €15 million, respectively, mainly driven by a
€-3 million higher impairment charge.

OTHER INTERNATIONAL ACTIVITIES

Underlying earnings decreased by €47 million (-53%) to €41 million. On a constant exchange rate basis, underlying earnings
decreased by €58 million (-65%) driven by higher losses on the Life run-off portfolio partly offset by higher results on the
Non-Life run-off portfolios.

Adjusted earnings decreased by €46 million (-55%) to €38 million. On a constant exchange rate basis, adjusted earnings
decreased by €57 million (-68%) in line with underlying earnings.

Net income decreased by €36 million (-43%) to €48 million. On a constant exchange rate basis, net income decreased by
€46 million (-54%), driven by lower adjusted earnings and a negative change in fair value of consolidated funds partially offset
by net realized and unrealized foreign exchange gains in non-life run off activities.

98           2008 ANNUAL REPORT

2.3 ACTIVITY REPORT

Asset Management Segment

The following tables present the consolidated gross revenues, underlying earnings, adjusted earnings and net income for the
Asset Management Segment for the periods indicated

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
AllianceBernstein   2,627   3,277   3,102
AXA Investment Managers   1,716   2,006   1,679
TOTAL   4,342   5,283   4,781
Intercompany transactions   (395)   (420)   (375)
Contribution to consolidated gross revenues   3,947   4,863   4,406

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
AllianceBernstein   318   314   302
AXA Investment Managers   271   276   206
UNDERLYING EARNINGS   589   590   508
Net realized capital gains or losses attributable to shareholders   -   1   1
ADJUSTED EARNINGS   589   591   509
Profit or loss on financial assets (under fair value option) & derivatives   (163)   3   10
Exceptional operations (including discontinued operations)   (22)   (2)   91
Goodwill and related intangibles impacts   (5)   -   -
Integration costs   (2)   (5)   -
NET INCOME   396   588   610

99

ALLIANCEBERNSTEIN

(in Euro million)   2008   2007   2006
Gross revenues   2,627   3,277   3,102
Net investment result   (125)   2   23
General expenses   (1,768)   (2,306)   (2,204)
Underlying operating earnings before tax   734   973   921
Income tax expenses / benefits   (151)   (313)   (260)
Minority interests   (265)   (346)   (359)
Underlying earnings Group share   318   314   302
Net capital gains or losses attributable to shareholders net of income tax   -   1   1
Adjusted earnings Group share   318   315   303
Profit or loss on financial assets (under FV option) & derivatives   (45)   -   -
Exceptional operations (including discontinued operations)   (22)   (2)   91
Goodwill and other related intangibles impacts   (5)   -   -
Integration costs   -   -   -
Net income Group share   245   313   394
Average exchange rate: 1.00 € = $   1.4706   1.3699   1.2563

Assets under management ("AUM") decreased by €212 billion from year-end 2007 to €331 billion at the end of 2008, driven
by market depreciation of €-200 billion and net outflows of €-30 billion (€-17 billion for Retail, €-10 billion for Institutional and
€-3 billion for Private Clients), partly offset by a €18 billion positive exchange rate impact.

Gross revenues decreased by €651 million (-20%) to €2,627 million, or €2,511 million after intercompany eliminations. On a
comparable basis, gross revenues decreased by €435 million (-14%) driven by the decrease in management fees (-14%) in line
with lower average assets under management, in performance fees (-85%), in distribution fees (-20%) and in others fees (-16%).
Institutional Research Services continued to grow with fees up 11%.

Net investment result decreased by €127 million to €-125 million. On a constant exchange rate basis, net investment result
decreased by €136 million. Excluding the decrease in market value of incentive compensation investments (which is offset in
general expenses), net investment result decreased by €13 million.

General expenses decreased by €538 million (-23%) to €-1,768 million. On a constant exchange rate basis, general expenses
decreased by €408 million (-18%). Excluding the decrease in market value of incentive compensation investments, general
expenses decreased by €285 million (-12%) due to (i) employee compensation expenses (-11% or €-151 million) from workforce
reduction partly offset by €44 million of severance costs, (ii) promotion and servicing (-18% or €-89 million) from lower sales,
and (iii) other expenses (-9% or €-41 million) notably due to favorable litigation outcome.

The underlying cost income ratio increased by 0.5 point to 67.3%. Excluding the decrease in market value of incentive
compensation investments, the underlying cost income ratio increased by 2.0 points to 68.8%.

Income tax expenses decreased by €162 million (-52%) to €-151 million. On a constant exchange rate basis, income tax
expenses decreased by €151 million (-48%) due to a deferred tax liability release on undistributed foreign earnings (€62 million)
and the decline in pre-tax earnings.

Underlying earnings increased by €4 million (+1%) to €318 million. On a constant exchange rate basis, underlying earnings
increased by €27 million (+9%).

Adjusted earnings increased by €3 million (+1%) to €318 million. On a constant exchange rate basis, adjusted earnings increased
by €26 million (+8%) in line with underlying earnings.

Net income decreased by €68 million (-22%) to €245 million. On a constant exchange rate basis, net income decreased by
€50 million (-16%) as a result of adjusted earning evolution, offset by €-49 million unfavorable change in fair value of assets and
€-38 million of non-recurring tax impact from AllianceBernstein units transfer in 2008.

100        2008 ANNUAL REPORT

AXA INVESTMENT MANAGERS ("AXA IM")

(in Euro million)   2008   2007   2006
Gross revenues   1,716   2,006   1,679
Net investment result   101   38   30
General expenses   (1,375)   (1,577)   (1,330)
Underlying operating earnings before tax   442   466   379
Income tax expenses / benefits   (129)   (141)   (132)
Minority interests   (42)   (49)   (41)
Underlying earnings Group share   271   276   206
Net capital gains or losses attributable to shareholders net of income tax   -   -   -
Adjusted earnings Group share   271   276   206
Profit or loss on financial assets (under FV option) & derivatives   (118)   3   10
Exceptional operations (including discontinued operations)   -   -   -
Goodwill and other related intangibles impacts   -   -   -
Integration costs   (2)   (5)   -
Net income Group share   151   274   216

Assets under management ("AUM") decreased by €63 billion from year-end 2007 to €485 billion at the end of 2008 as
€2 billion net new money (including €6 billion in Main funds, €3 billion in Institutional and €-7 billion in retail clients), and €17
billion change in scope (AXA MPS for €10 billion, AXA Korea for €9 billion, €2 billion Private Equity and Real estate due to further
transfer of Winterthur assets and the Netherlands for €-4 billion), were more than offset by €-61 billion negative market impact
due to the equity market turmoil, and €-20 billion unfavorable exchange rate impact.

Gross revenues decreased by €290 million (-14%) to €1,716 million, or €1,436 million after intercompany eliminations. On a
comparable basis, gross revenues decreased by €236 million (-14%). Excluding distribution fees (retroceded to distributors),
gross revenues decreased by €89 million (-6%) mainly due to an unfavorable client and product mix and the decrease in retail
business, while average AUM remained stable.

Net investment result increased by €63 million (+167%) (both on current and constant exchange rate bases) to €101 million
mainly due to a non recurring significant carried interest (€74 million) related to the performance of a real estate fund (offset in
net income).

General expenses decreased by €203 million (-13%) to €1,375 million, or by €148 million (-9%) on a constant exchange rate
basis. Excluding distribution fees (commissions paid to third party distributors), general expenses decreased by €32 million
(-3%), mainly due to lower staff incentive.

Underlying cost income ratio improved by 0.4 point to 67.2%.

Income tax decreased by €12 million (-9%) to €129 million, or by €3 million (-2%) on a constant exchange rate basis, notably
impacted by a €24 million positive non recurring tax impact from real estate funds.

Underlying and adjusted earnings decreased by €5 million (-2%) to €271 million. On a constant exchange rate basis, underlying
and adjusted earnings increased by €8 million (+3%).

Net income decreased by €123 million (-45%) to €151 million. On a constant exchange rate basis, net income decreased by
€108 million (-39%) mainly driven by negative change in fair value of Libor plus funds (€-74 million) as well as a negative impact
coming from carried interest change in fair value of real estate funds (offset in net investment result).

101

2.3 ACTIVITY REPORT

Banking

The following tables present the consolidated gross revenues, underlying earnings, adjusted earnings and the net income
attributable to AXA's banking for the periods indicated

CONSOLIDATED GROSS REVENUES

(in Euro million)   2008   2007   2006
Axa Bank Europe (Belgium)   224   246   306
AXA Banque (France)   118   85   59
Others(a)   59   43   32
TOTAL   401   374   397
Intercompany transactions   11   (35)   (19)
Contribution to consolidated gross revenues   412   339   377
(a) Includes notably German banks.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Axa Bank Europe (Belgium)   69   40   21
Axa Banque (France)   (12)   -   -
Others(a)   (24)   (4)   (3)
UNDERLYING EARNINGS   33   36   18
Net realized capital gains or losses attributable to shareholders   (64)   (5)   8
ADJUSTED EARNINGS   (32)   31   26
Profit or loss on financial assets (under fair value option) & derivatives   4   -   (15)
Exceptional operations (including discontinued operations)   -   -   (1)
Goodwill and related intangibles impacts   -   -   -
Integration costs   (10)   (25)   -
NET INCOME   (38)   6   10
(a) Includes notably German banks.

102        2008 ANNUAL REPORT

AXA BANK EUROPE (BELGIUM)

Net banking revenues decreased by €22 million (-9%) to €224 million. On a comparable basis, net banking revenues increased
by €33 million (+15%) to €249 million net of intercompany transactions mainly due to higher net interest and fee income, partly
offset by a strong decrease of the net realized capital gains and impairments on equities and CDO's and the unfavorable change
in fair value of mutual funds and other assets covered with a fair value hedge or natural hedge.

Underlying earnings increased by €29 million (+73%) to €69 million, mainly due to a higher interest margin (€+42 million) and
higher realized capital gains on the bond portfolio (€+16 million) partly offset by an increase in expenses (€-17 million), following
the expansion of the banking activity to other countries, lower reversal of provision on credit losses (€-6 million) resulting from
the implementation of Basel II in 2007, and the impact of AXA Hedging Services (€-4 million).

Adjusted earnings decreased by €29 million (-82%) to €6 million, mainly due to a strong decrease in the net realized capital
gains and impairments on equities and CDOs, as a consequence of the bad performance of stock markets and of the credit
crisis, partly offset by the rise of the underlying earnings (€+29 million).

Net income decreased by €37 million (-298%) to €-24 million, driven by the decrease in adjusted earnings (€-29 million) and the
unfavorable change in fair value of mutual funds and other assets covered with a fair value hedge or natural hedge (€-24 million),
partly offset by lower Winterthur integration costs (€+15 million).

AXA BANQUE (FRANCE)

Net banking revenues increased by €33 million (+38%) to €118 million. On a comparable basis, net banking revenues increased
by €20 million (+25%) to €102 million net of intercompany transactions mainly due to the favorable impact of the macro-hedge
derivative on interest rates (€+36 million) partly offset by the development cost of the commercial activity in savings and current
accounts.

Underlying and adjusted earnings decreased by €-12 million to €-12 million resulting mainly from commercial development
costs in saving and current accounts, combined with a slight fall on lending activity, in the context of the financials crisis.

Net income increased by €15 million to €11 million, reflecting a €27 million more favorable impact of the change in fair value of
macro-hedge derivatives instruments (from €-4 million to €23 million).

OTHERS

AXA Bank (Germany)

Net banking revenues decreased by €11 million (-45%) to €13 million. On a comparable basis, net banking revenues decreased
by €8 million (-43%) due to a reduced commission margin mainly from lower fees on mutual fund business, credit business and
higher commissions paid for new term accounts as well as a bond impairment.

Underlying earnings were stable at €-2 million due to a lower commission margin partly offset by lower expenses.

Adjusted earnings and net income decreased by €2 million to €-4 million due to a bond impairment.

103

2.3 ACTIVITY REPORT

Holdings and other companies

The Holdings and other companies consist of AXA's non-operating companies, including mainly AXA parent company,
AXA France Assurance, AXA Financial, AXA Asia Pacific Holdings, AXA United Kingdom Holdings, AXA Germany Holdings,
AXA Belgium Holdings, CDOs and real estate companies.

UNDERLYING, ADJUSTED EARNINGS AND NET INCOME

(in Euro million)   2008   2007   2006
Restated(b)		   2006
Published
AXA   (437)   (224)   (219)   (219)
Other French holdings companies   (4)   (9)   1   1
Foreign holdings companies   (250)   (202)   (239)   (239)
Others(a)   22   20   33   33
UNDERLYING EARNINGS   (668)   (414)   (424)   (424)
Net realized capital gains or losses attributable to shareholders   1,185   27   23   23
ADJUSTED EARNINGS   517   (388)   (402)   (401)
Profit or loss on financial assets (under fair value option) & derivatives   (535)   (365)   (341)   (341)
Exceptional operations (including discontinued operations)   -   483   31   30
Goodwill and related intangibles impacts   -   -   -   -
Integration costs   -   (17)   -   -
NET INCOME   (19)   (287)   (712)   (712)
(a)  Includes notably CDOs and Real Estate entities.
(b)  Restated in full year 2006 means the restatement of The Netherlands' activities as discontir lued businesses.

AXA1

Underlying earnings decreased by €213 million to €-437 million mainly due to:
•   €-96 million higher financial charge notably related to external growth financing and internal refinancing,
•   €-73 million lower profit on hedging of earnings denominated in foreign currencies,
•   €-31 million higher tax expenses resulting from higher dividends received from consolidated foreign subsidiaries and losses
on tax credits.

Adjusted earnings increased by €981 million to €769 million driven by €1,335 million increase in the mark-to-market (net of
premiums) of equity derivatives set up to reduce the Group exposure to equities partly offset by underlying earnings evolution.

Net income increased by €980 million to €448 million mainly driven by adjusted earnings evolution. Net income in 2008
included:
•    the mark-to-market of derivatives non eligible to hedge accounting booked in net income of which €-100 million on interest
rate derivatives (versus €-218 million in 2007) and €-177 million on foreign exchange instruments, notably covering debt
instruments accounted for in shareholder's equity (versus €-85 million in 2007),
•   €-30 million related to the time value of equity derivatives.

(1) All the figures are after tax.

104        2008 ANNUAL REPORT

OTHER FRENCH HOLDING COMPANIES

AXA France Assurance

Underlying earnings, adjusted earnings and net income increased by €12 million to €-11 million, mainly due to lower tax
expenses (€+10 million) resulting from lower dividends (eliminated in consolidation) received from operational entities.

Other French holdings

Underlying earnings decreased by €7 million. On a constant exchange rate basis, underlying earnings decreased by €6 million
mainly due to lower investment income.

Adjusted earnings increased by €3 million. On a constant exchange rate basis, adjusted earnings increased by €4 million
resulting from €10 million higher net realized capital gains.

Net income increased by €24 million. On a constant exchange rate basis, net income increased by €25 million mainly due to the
change in fair value of derivatives non eligible to hedge accounting (a €8 million loss in 2008 versus a €30 million loss in 2007).

FOREIGN HOLDING COMPANIES

AXA Financial Inc.

Underlying earnings increased by €15 million (+14%) to €-89 million. On a constant exchange rate basis, underlying earnings
increased by €9 million (+9%) primarily due to lower interest expense on intercompany borrowings from AXA and the repayment
of external senior debt, a decrease in share based compensation programs due to a decrease in the AXA share price and a
decrease in income earned on interest rate and equity derivatives.

Adjusted earnings increased by €16 million (+15%) to €-89 million. On a constant exchange rate basis, adjusted earnings
increased by €9 million (+8%) in line with underlying earnings.

Net income increased by €18 million (+16%) to €-94 million. On a constant exchange rate basis, net income increased by €12
million (+10%) due to the higher adjusted earnings and an increase in the mark-to-market of interest rate related derivatives due
to lower underlying interest rates in 2008, partially offset by the non-recurrence of an after-tax gain in 2007 on the sale of Frontier
Trust.

AXA Asia Pacific Holdings1

Underlying earnings increased by €5 million (+22%) to €-19 million. On a constant exchange rate basis, underlying earnings
increased by €4 million (+17%) mainly due to lower expenses partly offset by higher interest charge.

Adjusted earnings increased by €4 million (+19%) to €-19 million. On a constant exchange rate basis, adjusted earnings
increased by €3 million (+14%) in line with underlying earnings.

Net income decreased by €17 million (-99%) to €-35 million. On a constant exchange rate basis, net income decreased by
€20 million (-112%) as the higher adjusted earnings were more than offset by the negative change in value of interests rate swaps
and foreign exchange losses on USD group debt.

AXA UK Holdings

Underlying earnings decreased by €66 million to €-67 million. On a constant exchange rate basis, underlying earnings
decreased by €77 million primarily resulting from the non recurrence of a 2007 €64 million release of a deferred tax provision
held against proposed dividend payment from AXA Ireland to the United Kingdom.

Adjusted earnings decreased by €67 million to €-67 million. On a constant exchange rate basis, adjusted earnings decreased
by €78 million in line with underlying earnings.

Net income decreased by €267 million on a constant exchange rate basis to €-252 million reflecting adjusted earnings evolution
together with a €189 million exchange rate loss primarily arising from the revaluation of Euro-denominated inter-company
loans.

(1) AXA interest in AXA Asia Pacific Group is 53.42% broken down into 53.15% direct interest holding and an additional 0.27% owned by the AAPH Executive
plan trust.

105

German Holding companies

Underlying earnings increased by €34 million (+96%) to€-1 million mainly due to €11 million lower administrative expenses and
€+36 million decline in interest expense, due to redemption of loans, partly offset by €-12 million lower investment income.

Adjusted earnings decreased by €5 million (-13%) to €-43 million driven by the improvement of underlying earnings (€+34 million)
offset by higher impairments in equities (€-41 million).

Net income decreased by €5 million (-13%) to €-44 million in line with adjusted earnings.

Belgium Holding companies

Underlying earnings were stable at €-16 million.

Adjusted earnings decreased by €5 million (-29%) to €-21 million due to an equity impairment.

Net income decreased by €483 million (-105%) to €-21 million due to the non-recurrence of the 2007 sale of the Dutch
activities.

OTHER

CFP

Underlying earnings, adjusted earnings and net income increased by €6 million (+31%) to €24 million reflecting positive
2008 events on the run-off portfolio, allowing provision releases.

106        2008 ANNUAL REPORT

2.3 ACTIVITY REPORT

Outlook

As we look forward to 2009, a lower starting asset base will affect the Life & Savings and our Asset Management businesses,
whereas the Property & Casualty and International Insurance businesses should continue to deliver solid underlying earnings.

Our confidence in the performance of AXA going forward is supported by the increasing engagement of our employees, the trust
of our clients, the financial flexibility and diversification of the Group and our operating profit resilience through turbulent times.

107

2.3 ACTIVITY REPORT

Glossary

COMPARABLE BASIS FOR REVENUES AND ANNUALIZED PREMIUMS
EQUIVALENT

On a comparable basis means that the data for the current period were restated using the prevailing foreign currency exchange
rates for the same period of prior year (constant exchange rate basis). It also means that data in one of the two periods being
compared were restated for the results of acquisitions, disposals and business transfers (constant structural basis) and for
changes in accounting principles (constant methodological basis).

ADJUSTED EARNINGS

Adjusted earnings represent the net income (group share) before the impact of:
(i) Exceptional operations (primarily change in scope and discontinued operations)
(ii) Integration and restructuring costs related to material newly acquired companies
(iii) Goodwill and other related intangibles, and
(iv) Profit or loss on financial assets accounted for under fair value option (excluding assets backing liabilities for which the financial
risk is borne by the policyholder), foreign exchange impacts on assets and liabilities, and derivatives related to invested
assets.

Derivatives related to invested assets:
•    include all foreign exchange derivatives, except the ones related to currency options in earnings hedging strategies which are
included in underlying earnings,
•    exclude derivatives related to insurance contracts evaluated according to the "selective unlocking" accounting policy
•    and also exclude derivatives involved in the economic hedging of realized gains and impairments of equity securities and real
estate backing general account and shareholders' funds, for which cost at inception, intrinsic value and pay-off flow though
adjusted earnings, and only time value flows through net income when there is no intention to sell the derivatives in the short
term (if not, flows through adjusted earnings).

UNDERLYING EARNINGS

Underlying earnings correspond to adjusted earnings excluding net capital gains or losses attributable to shareholders.
Net capital gains or losses attributable to shareholders include the following elements net of tax:
•    realized gains and losses and change in impairment valuation allowance (on assets not designated under fair value option or
trading assets),
•    cost at inception, intrinsic value and pay-off of derivatives involved in the economic hedging of realized gains and impairments
of equity securities and real estate backing general account and shareholders' funds,
•    related impact on policyholder participation (Life & Savings business),
•    DAC and VBI amortization or other reactivity to those elements if any (Life & Savings business) and net of hedging if any.

EARNINGS PER SHARE

Earnings per share (EPS) represent AXA's consolidated earnings (including interest charges and foreign exchange impacts related
to perpetual debts recorded through shareholders' equity), divided by the weighted average number of outstanding ordinary
shares.

Diluted earnings per share (diluted EPS) represent AXA's consolidated earnings (including interest charges and foreign
exchange impacts related to perpetual debts recorded through shareholders' equity), divided by the weighted average number
of outstanding ordinary shares, on a diluted basis (that is to say including the potential impact of all outstanding dilutive stock
options being exercised performance shares, and conversion of existing convertible debt into shares, provided that their impact
is not anti-dilutive).

108        2008 ANNUAL REPORT

RETURN ON EQUITY ("ROE")

The calculation is prepared with the following principles:
•    For net income ROE: Calculation is based on consolidated financial statements, i.e. shareholders' equity including perpetual
debt ("Super Subordinated Debts" TSS / "Perpetual Subordinated Debts" TSDI) and Other Comprehensive Income "OCI", and
net income not reflecting any interest charges on TSS / TSDI.
•    For adjusted and underlying ROE :
- All perpetual debts (TSS /TSDI) are treated as financing debt, thus excluded from shareholders' equity
- Interest charges on TSS / TSDI are deducted from earnings
- OCI is excluded from the average shareholders' equity.

LIFE & SAVINGS MARGIN ANALYSIS

Life & Savings margin analysis is presented on an underlying basis.

Even though the presentation of Margin Analysis is not the same as the Statement of Income (underlying basis), it is based on the
same GAAP measures as used to prepare the Statement of Income in accordance with IFRS. As a result, the operating income
under the Margin Analysis is equal to that reported in AXA's Statement of Income for the segment.

There are certain material differences between the detailed line-by-line presentation in the Statement of Income and the components
of Margin Analysis as set out below.
•   For insurance contracts and investment contracts with Discretionary Participation Features (DPF):
(i) Gross premiums (net of deposits), fees and other revenues are allocated in the Margin Analysis based on the nature of the
revenue between "Fees and Revenues" and "Net Technical Margin".
(ii) Policyholders' interest in participating contracts is reflected as a change in insurance benefits in the Statement of Income.
In the Margin Analysis, it is allocated to the related margin, i.e. primarily "Investment Margin" and "Net Technical Margin",
(iii) The "Investment margin" represents the net investment result in the Statement of Income and is adjusted to take into account
the related policyholders' participation (see above) as well as changes in specific reserves linked to invested assets' returns
and to exclude the fees on (or contractual charges included in) contracts with the financial risk borne by policyholders, which
are included in "Fees and Revenues".
(iv) Change in URR (Unearned Revenue Reserve - capitalization net of amortization) is presented in the line "Change in unearned
premiums net of unearned revenues and fees" in the underlying Statement of Income, whereas it is located in the line "Fees
& Revenues" in the Margin analysis.

•   For investment contracts without DPF:
(i) Deposit accounting is applied. As a consequence, fees and charges related to these contracts are presented in the underlying
Statement of Income within Gross consolidated revenues on a separate line, and in Margin analysis in the lines "Fees
& Revenues" and "Net Technical margin".
(ii) Change in UFR (Unearned Fees Reserve-capitalization net of amortization) is presented in the line "Change in unearned
premiums net of unearned revenues & fees" in the underlying Statement of Income, whereas it is located in the line "Fees
& Revenues" in the Margin analysis.

Underlying Investment margin includes the following items:
(i) Net investment income.
(ii) Interests and bonuses credited to policyholders and unallocated policyholder bonuses (and the change in specific reserves
purely linked to invested assets returns) related to the net investment income.

Underlying Fees & Revenues include:
(i) Revenues derived from mutual fund sales (which are part of consolidated revenues),
(ii) Loading charged to policyholders on premiums/deposits and fees on funds under management for separate account (unit-
linked) business,
(iii) Loading on (or contractual charges included in) premiums / deposits received on all non unit-linked product lines,
(iv) Deferral income such as capitalization net of amortization of URR (Unearned Revenue Reserve) and UFR (Unearned Fee
Reserve),
(v) Other fee revenues, e.g., fees received on financial planning or sales of third party products.

Underlying Net Technical margin includes the following components:

(i) Mortality/morbidity margin: The amount charged to the policyholder in respect of mortality/morbidity for the related period
less benefits and claims. It is equal to the difference between income for assuming risk and the actual cost of benefits. This
margin does not include the claims handling costs and change in claims handling cost reserves,
(ii) Surrender margin: The difference between the benefit reserve and the surrender value paid to the policyholder in the event
of early contract termination,
(iii) GMxB (Variable Annuity guarantees) Active Financial Risk Management is the net result from GMxB lines corresponding to
explicit charges related to these types of guarantees less cost of hedge. It also includes the unhedged business result,
(iv) Policyholder bonuses if the policyholder participates in the risk margin,
(v) Ceded reinsurance result,

109

(vi) Other changes in insurance reserves are all the reserves strengthening or release coming from changes in valuation assumptions,
additional reserves for mortality risk and other technical impacts such as premium deficiency.

Underlying Expenses are:
(i) Acquisition expenses, including commissions and general expenses allocated to new business, related to insurance products
as well as to other activities (e.g., mutual fund sales),
(ii) Capitalization of acquisition expenses linked to new business: Deferred Acquisition Costs (DAC) and net rights to future
management fees only for investment contracts without DPF,
(iii) Amortization of acquisition expenses on current year and prior year new business, including the impact of interest capitalized:
amortization charge for Deferred Acquisition Costs (DAC) and net rights to future management fees only for investment contracts without DPF,
(iv) Administrative expenses,
(v) Claims handling costs,
(vi) Policyholder bonuses if the policyholder participates in the expenses of the company.

Underlying VBI amortization includes VBI (Value of Purchased Life Business In-force) amortization related to underlying
margins, as well as amortization of other intangibles related to the inforce business.

Life & Savings underlying cost income ratio: Underlying expenses plus underlying VBI amortization divided by "underlying"
operating margin, where "Underlying" operating margin is the sum of (i) Underlying Investment margin; (ii) Underlying Fees and
revenues, and (iii) Underlying Net technical Margin (all items defined above).

PROPERTY & CASUALTY (INCLUDING AXA CORPORATE SOLUTIONS
ASSURANCE)

Underlying net investment result includes the net investment income less the recurring interests credited to insurance annuity
reserves.

Underlying net technical result is the sum of the following components:
(i) Earned premiums, gross of reinsurance,
(ii) Claims charges, gross of reinsurance,
(iii) Change in claims reserves, including claims handling costs reserves, gross of reinsurance, less the recurring interests credited
to insurance annuity reserves,
(iv) Claims handling costs,
(v) Net result of ceded reinsurance.

Current accident year loss ratio net of reinsurance is the ratio of:
(i) current year claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on current accident
year excluding the recurring interests credited to the insurance annuity reserves, to
(ii) Earned revenues, gross of reinsurance.

All accident year loss ratio net of reinsurance is the ratio of:
(i) all accident years claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on all accident
years excluding the recurring interests credited to the insurance annuity reserves, to
(ii) Earned revenues, gross of reinsurance.

Underlying expense ratio is the ratio of:
(i) Underlying expenses (excluding claims handling costs), to
(ii) Earned revenues, gross of reinsurance.

Underlying expenses include two components: expenses (including commissions) related to acquisition of contracts (with the
related acquisition ratio) and all other expenses (with the related administrative expense ratio). Underlying expenses exclude
customer intangible amortization and integration costs related to material newly acquired companies.

The underlying combined ratio is the sum of the underlying expense ratio and the all accident year loss ratio.

ASSET MANAGEMENT

Net New Money: Inflows of client money less outflows of client money. Net New Money measures the impact of sales
efforts, product attractiveness (mainly dependent on performance and innovation), and the general market trend in investment
allocation.

Underlying Cost Income Ratio: (general expenses including distribution revenues) / (gross revenues excluding distribution
revenues).

110        2008 ANNUAL REPORT

2.4 LIQUIDITY AND CAPITAL RESOURCES

Information in this section should be read in conjunction with Note 4 to the Consolidated Financial Statements included in Part V
of this Annual Report which is covered by the Statutory Auditor's Report on the Consolidated Financial Statements.

Liquidity management is a core part of our financial planning, among which our debt profile schedule, and more broadly our
capital allocation process. Our liquidity resources result from the operations of our Life & Savings, Property & Casualty and Asset
Management activities, as well as from capital raising activities.

Over the past several years, AXA has expanded its core operations (insurance and asset management) through a combination
of organic growth, direct investments and acquisitions. This expansion has been funded primarily through a combination of
(i) dividends received from operating subsidiaries, (ii) proceeds from the issuance of subordinated convertible debt securities,
other subordinated debt securities and borrowings (including debt issued by subsidiaries), (iii) the issuance of ordinary shares,
and (iv) proceeds from the sale of non-core businesses and assets.

The Company and each of its major operating subsidiaries are responsible for financing their operations. The Company, as the
holding company for the AXA Group, coordinates these activities and, in this role, participates in financing the operations of certain
subsidiaries. The Company and certain of its subsidiaries, including AXA France Assurance, AXA Financial Inc., AXA Asia Pacific
Holdings and AXA UK Plc. are holding companies and are dependent on dividends received from their respective subsidiaries as
a principal source of funds to meet their obligations. The Group's operating insurance companies are required to meet multiple
regulatory constraints, in particular a minimum solvency ratio, and the level of internal dividends paid by operating entities to the
Company (or other Group companies) must therefore take into account these constraints as well as potential future regulatory
changes. In addition, the Company is required to have sufficient statutory (parent only) results to distribute a dividend on its
ordinary shares. Cash position also fluctuates as a result of cash-settled margin calls from banks relating to collateral agreements
on derivatives, and the Company's statutory (parent only) results may be impacted by unrealized gains and losses on derivatives
used to hedge currency or other risks. The Company anticipates that cash dividends received from operating subsidiaries and
other liquidity sources management expects to be available to the Company will continue to be sufficient to meet its operating
expenses and other obligations.

INTERNAL SOURCES OF LIQUIDITY: AXA'S SUBSIDIARIES

The principal sources of funds for AXA's insurance operations are premiums, investment income and proceeds from sales of
invested assets. These funds are mainly used to pay policyholder benefits, claims and claims expenses, policy surrenders and
other operating expenses, and to purchase invested assets. The liquidity of the Group's insurance operations is affected by, among
other things, the overall quality of AXA's investments and the Group's ability to liquidate its invested assets to meet policyholder
benefits and insurance claims as they fall due.
Information on projected payments and surrenders related to Life & Savings and Property & Casualty insurance contracts are
disclosed in Note 14.9.1 of Part V - Consolidated Financial Statements.

Life & Savings

Liquidity needs can be affected by fluctuations in the level of surrenders, withdrawals, maturities and guarantees to policyholders
including guarantees in the form of minimum income benefits or death benefits, particularly on variable annuity business (see Part
2.2 - "Information on the Company" Segment Information - Life & Savings - Surrenders and lapses).

The investment strategy of AXA's Life & Savings subsidiaries is designed to match the investment returns and estimated maturity
of their investments with expected payments on insurance contracts. Entities regularly monitor the valuation and duration of their
investments and the performance of their financial assets. Financial market performance may affect the level of surrenders and
withdrawals on life insurance policies, as well as projected immediate and long-term cash needs. Thanks to a close monitoring
of surrenders' rate on a weekly basis, entities are able to adjust their investment portfolios to reflect such considerations and
react in a targeted manner.

Property & Casualty and International Insurance

Liquidity needs can be affected by actual claims experience if significantly different from the estimated claims experience (see
Note 14.6 of Part V - Consolidated Financial Statements).

Insurance cash flows are generally positive but can be negative in the case of exceptional events. A portion of these cash flows is
invested in liquid, short-term bonds and other listed securities in order to manage the liquidity risk that may arise from such events.

111

Asset Management and Banking

These subsidiaries' principal sources of liquidity are operating cash flows, proceeds from the issuance of ordinary shares (where
applicable), drawings on credit facilities, repository agreements, and other borrowings from credit institutions or others (including
the Company).

The financing needs of asset management subsidiaries arise principally from their activities, which require working capital, in
particular to finance prepaid commissions on some mutual fund-type products at AllianceBernstein or to constitute seed money
at both AllianceBernstein and AXA Investment Managers.

LIQUIDITY POSITION AND RISK MANAGEMENT FRAMEWORK

Despite the extreme financial conditions in 2008, insurers, and especially AXA, have proven their resilience in terms of liquidity
position.

At year end 2008, AXA's position remained strong on its 4 main sources of liquidity:
•    Net inflows with positive cash-flows across all business lines (information on cash flows from operations is provided in Note
12.2 to the Financial Statements included in this Annual Report).
•    Increased cash position -At December 31, 2008, AXA's consolidated balance sheet included cash and cash equivalents of
€30,811 million (2007: €17,192 million), net of bank overdrafts of €1,415 million (2007: €1,493 million). At December 31, 2008,
the Company's cash and cash equivalents amounted to €4,123 million net of bank overdrafts of €3 million, an increase of
€1,590 million from December 31, 2007, as a result of a liquidity risk management adapted to prevailing market conditions
and to margin calls from banks relating to collateral agreements.
•    Reassuring debt profile with (i) no significant senior and subordinated debt repayments (excluding commercial paper) in 2009
and first step up call on hybrid debt in December 2010 (€1.1 billion), and (ii) debt ratios compliant with strong rating requirements
and aligned with our main competitors (interest coverage: 9x1, debt gearing: 35%2).
•   The Group's financial strength gives it broad access to various different markets via standardized debt programs: for example,
at the end of 2008, €5 billion (€5 billion at the end of 2007) of French commercial paper, $1.5 billion of US commercial paper
(implemented in 2008) and a €12 billion (€12 billion at the end of 2007) program under EMTN documentation.

AXA has a solid liquidity risk management framework, including (i) a regular monitoring of our liquidity position in terms of resources
(monthly monitoring of our liquidity resources including government bonds and a part of our equity and corporate bond portfolio)
and requirements (weekly monitoring of surrenders' rate for each local entity and consolidated view at Group level), (ii) confirmed
undrawn credit lines for €6.1 billion, which are committed credit facilities without restrictive financial covenants or rating triggers,
and (iii) a liquidity emergency plan in place, to deal with any liquidity crises that may arise, which can provide short term liquidity
by around €18.6 billion of assets eligible for European Central Bank tenders (of which €14.9 billion immediately available), creating
a very large alternative source of refinancing.

In addition, as part of its risk control system, AXA remains constantly vigilant regarding contractual provisions, such as ratings
triggers or restrictive covenants, in financing and other documentation that may give lenders, security holders or other counterparties,
rights to accelerate repayment, demand collateral or seek other similar remedies under circumstances that could have a material
adverse effect on its consolidated financial position. AXA currently has no ratings triggers in its bank facilities.

Information on contractual maturities of debt securities held by the Group is presented in Note 9.5, of Part V - Consolidated
Financial Statements.
Information on credit risks with the split of debt securities by credit rating is presented in Note 4.2 - Quantitative and qualitative
disclosures about market risk and risk factors, investments are presented in Note 9.1, and debt securities are disclosed by type
of issuer in Note 9.4 of Part V - Consolidated Financial Statements.

Subordinated debt

At December 31, 2008, the Company had outstanding subordinated debt (excluding accrued interests) of €6,810 million
(€6,778 million in 2007).

On a consolidated basis, subordinated debt (including derivative instruments) totaled €6,734 million at December 31, 2008
(compared to €6,146 million at December 31, 2007), after taking into account all intra-group eliminations and excluding perpetual
debts (TSS / TSDI, which are included in shareholders' equity, as described in Note 1.12.2 of Part V - Consolidated Financial
Statements for a total amount of €7,361 million at December 31, 2008 and €7,781 million at December 31, 2007).

The subordinated debt increase of €588 million, or €582 million on a constant exchange rate basis, arose mainly from the €554
million decrease in market value of currency swaps and interest rate swaps at AXA SA, and the new subordinated perpetual notes
of €423 million from AXA Bank Europe, partly offset by the repayment of €466 million notes by AXA Bank Europe.

(1) Including interest charge on perpetual subordinated debt.
(2) (net financing debt + perpetual subordinated debt) / (shareholders' equity, excluding fair value recorded in shareholders' equity + net financing debt).

112       2008 ANNUAL REPORT

From January 2007, AXA's only convertible debt outstanding is AXA's 2017 convertible bonds, (6.6 million bonds at December 31,
2008). To neutralize the dilutive impact of the 2017 convertible bonds, AXA has purchased from a banking counterparty call
options on the AXA ordinary share with an automatic exercise feature. This feature is such that one call option is automatically
exercised upon each conversion of a convertible bond. Consequently, each issuance of a new ordinary share resulting from the
conversion of a bond will be offset by the delivery to AXA of an ordinary share under the call option (ordinary share that AXA
intends to cancel in order to avoid any increase of its outstanding shares or dilution).
At December 31, 2008, the number of ordinary shares issuable upon conversion of outstanding bonds was 27.5 million.

Movements in these items are described in Note 16 of Part V - "Consolidated Financial Statements".

The contractual maturities of financing debts are detailed in Note 16.4 of Part V - "Consolidated Financial Statements".

Financing debt instruments issued

The Company's financing debt instruments issued (excluding accrued interest) totaled €5,992 million at December 31, 2008, an
increase of €2,443 million compared to 2007 principally related to commercial paper issues (€2.3 billion).

On a consolidated basis, AXA's total financing debt instruments issued amounted to €6,564 million at December 31, 2008,
an increase of €2,029 million from €4,535 million at the end of 2007. On a constant exchange rate basis, the increase was
€2,050 million, mainly due to AXA SA issuances of commercial paper (€2.3 billion).

Movements in this item are described in Note 16 of Part V - "Consolidated Financial Statements".

Financing debt owed to credit institutions

At December 31, 2008, the amount of debt owed by AXA and its subsidiaries to credit institutions was €1,216 million versus
€175 million at the end of 2007. The increase of €1,042 million on a constant exchange rate basis was mainly due to AXA SA new
credit line of €1,000 million for 5 years ("club deal" banking pool) in order to finance AXA development, including the acquisition
of Reso Garantia.

Other debt (other than financing debt)

Other debt instruments issued

At December 31, 2008, other debt instruments issued totaled €966 million, down from €1,560 million at the end of 2007. The
decline of €594 million (or €544 million on a constant exchange rate basis) resulted mainly from a €462 million decrease in CDO's
instruments and a €169 million decrease of the AllianceBernstein short term commercial paper.

Other debts owed to credit institutions (including bank overdrafts)

At December 31, 2008, other debts owed to credit institutions totaled €5,710 million (including €1,415 million of bank overdrafts),
up €1,010 million compared to €4,700 million at the end of 2007 (including €1,493 million of bank overdrafts). The increase was
€986 million on a constant exchange rate basis, and was attributable primarily to a €960 million increase at AXA SA related to
margin calls from banks under collateral agreements.

Movements in this item are described in Note 17 of Part V - "Consolidated Financial Statements".

Issuance and cancellation of ordinary shares

For several years, the AXA Group has been offering to its employees, the opportunity to subscribe for shares issued by way of a
capital increase reserved for employees. In 2008, employees invested a total of €460 million leading to a total of 24.7 million newly
issued shares. Employee (including agents) shareholders represented 5.86% of the outstanding share capital at December 31,
2008.

Dividends received

Dividends paid to the Company in 2008 in respect of the 2007 financial year totaled €2,674 million (2007: €2,178 million, 2006:
€1,581 million), of which approximately €392 million were in currencies other than the Euro (2007: €213 million, 2006: €109 million).
The €496 million increase in dividends in 2008 was mainly due to a €498 million increase in dividends received from European
companies to €2,328 million, including a €943 million increase from AXA Holdings Belgium (as a result of capital gains on the
sale of the Netherlands activities in 2007, which generated a dividend of €1,053 million), partly offset by a €678 million decrease
of AXA France Assurance dividend to €737 million (due to the non-recurrence of large capital gains realized in 2006 and paid
out in 2007).

113

The Company is not subject to restrictions on dividend payments, provided that its accumulated profits are sufficient to cover
them and that the Group solvency ratio does not decrease below 100% after dividend payment in cash. However, many Group's
subsidiaries, particularly insurance companies, are subject to restrictions on the amount of dividends they can pay to shareholders.
For more information on these restrictions, see Note 28.3 of Part V - "Consolidated Financial Statements".

The Company anticipates that cash dividends received from operating subsidiaries and other liquidity sources management
expects to be available to the Company will continue to be sufficient to meet its operating expenses and other obligations. AXA
expects that anticipated investments in subsidiaries and existing operations, future acquisitions and strategic investments will
be funded from available cash flow remaining after payments of dividends and operating expenses, proceeds from the sale of
non-strategic assets and businesses and future issues of debt and equity securities.

USES OF FUNDS

Interest paid by the Company in 2008 totaled €1,275 million (2007: €938 million, 2006: €530 million) or €1,134 million after the
impact of hedging derivative instruments (2007: €646 million, 2006: €408 million). On a consolidated basis, total interests paid
in cash in 2008 were €652 million (2007: €554 million, 2006: €539 million).

Dividends paid to AXA shareholders in 2008 in respect of the 2007 financial year totaled €2,473 million, or €1.20 per share,
versus €1.06 per share paid in 2007 in respect of the 2006 financial year (€2,218 million in total). All of these dividends were
paid in cash.

SOLVENCY MARGIN

The Company's operating insurance companies are required by local regulations to maintain a minimum solvency margin. The
primary objective of the solvency margin requirements is to protect policyholders. AXA's insurance subsidiaries monitor compliance
with these requirements on a continuous basis and are in compliance with the applicable solvency requirements.

The solvency margin calculation is based on a formula that contains variables related to economic, financial and technical
parameters.

A European Directive dated October 27, 1998 requires a consolidated solvency margin calculation effective for periods ending on or
after December 31, 2001. France transposed this directive under an ordinance dated August 29, 2001, decreed on March 14, 2002
and applicable from 2002. Additional supervision of credit institutions, investment companies and insurance companies belonging
to "financial conglomerates" was introduced by the European Parliament and Council Directive 2002/87/EC of December 16,
2002. France transposed this directive through an ordinance dated December 12, 2004, which introduced the notion of financial
conglomerate into the Insurance Code. According to article 20 of the Insurance Code, the provisions of this ordinance applied
for the first time to periods starting on or after January 1, 2005.

The various components of what the Group considers as available capital are determined in accordance with these regulatory
requirements under Solvency I, which are not yet harmonized throughout Europe while waiting for Solvency II. At December 31,
2008, available capital amounted to €28.1 billion (€31.0 billion at December 31, 2007 and €36.9 billion at December 31, 2006)
of which:
i. consolidated shareholders' equity after dividend proposal: €34.7 billion (€33.8 billion at December 31, 2007 and €32.5 billion
at December 31, 2006), including minority interests, but excluding reserves relating to changes in fair value through equity
(available for sale assets) and deeply subordinated debts,
ii. gross unrealized capital gains and other: €10.6 billion (€13.0 billion at December 31, 2007 and €17.3 billion at December 31, 2006),
iii. admitted subordinated debt (with its loss absorbing capacity described below): €11.0 billion (€10.1 billion at December 31,
2007 and €9.9 billion at December 31, 2006),
iv. locally admitted assets: €2.6 billion (€2.9 billion at December 31, 2007 and €3.1 billion at December 31, 2006),
v. less intangible assets (excluding goodwill on AllianceBernstein as it is part of its net consolidated book value): €25.9 billion
(€24.5 billion at December 31, 2007 and €23.3 billion at December 31, 2006) and less the net consolidated book value of its
equity interests in credit institutions, investment companies and financial institutions: €4.6 billion (€4.9 billion at December 31,
2007 and €3.7 billion at December 31, 2006).

AXA is not considered as a financial conglomerate. However, in accordance with the decree of September 19, 2005, if a company
is not subject to the additional supervision applicable to a financial conglomerate, its solvency margin is nevertheless reduced
by the amount of its equity interests in credit institutions, investment companies or financial institutions if the Group holds more
than 20% in the mentioned entities.

Dated and undated (perpetual) subordinated notes issued by the Company qualify for favorable capital treatment from the French
insurance regulator, which oversees the Company's consolidated solvency position, and rating agencies.

114        2008 ANNUAL REPORT

The Company has issued Dated Subordinated Notes, Undated Subordinated Notes ("TSDI"), and Undated Deeply Subordinated
Notes ("TSS"), which include provisions designed to allow the Company to ensure the continuity of its activities in the event its
financial position deteriorates.

In particular, the Company's TSS include loss absorption mechanisms which provide that under certain circumstances relating
to the consolidated solvency margin of the Group, the principal amount of each of the relevant TSS will be written down following
which interest is payable on the reduced principal amount until such time as it is reinstated (following the Company's return to
financial health as defined in the TSS).

In addition, subordinated notes include mechanisms to defer or cancel interest payments either on a mandatory or an optional
basis.

Pursuant to the terms and conditions of AXA's TSDI, the Company may, at its option, defer interest payment upon the occurrence
of certain events (e.g. absence of dividend payment voted in the preceding annual shareholders' meeting or receipt by the
Company or by certain of its principal subsidiaries of a regulatory demand to restore their applicable minimum solvency margin
level). Payment of deferred interest becomes due in certain specified cases (e.g. payment of a dividend, notification of the end of
a regulatory demand to restore solvency, liquidation or redemption of the TSDI).

In addition, in most of the Company's TSS, upon the occurrence of certain events relating to the Company's consolidated net
earnings and shareholders' equity, the Company is required to defer payment of interest. In such event, the Company may satisfy
mandatory deferred interest by way of alternative settlement mechanisms (such as, subject to applicable limits, issuance of new
shares or other securities including TSS or preference shares, sale of treasury shares, or an increase in the principal amount of
the relevant notes) within five years, failing which the interest is forfeited. However, the settlement of deferred interest becomes
due, on a best efforts basis, in certain circumstances including redemption of the notes, liquidation, payment of a dividend or
interest on any other TSS, any share buy back outside the Company's buy-back programme, or any redemption or repurchase
of other TSS.
Finally, under its TSS, the Company has an option to cancel payments of interest upon the deterioration of its financial position,
unless certain events have occurred in the preceding year (e.g. a dividend payment or interest payment on any TSS, any share
buy-back outside the Company's share buy-back programme or a repurchase or redemption of any TSS). However, upon the
occurrence of certain circumstances relating to the consolidated solvency margin of the Company, the Company is required to
cancel the payment of interest.

In accordance with the practical methods of calculation implemented by AXA in line with existing regulations, AXA's adjusted
solvency ratio was estimated at 127% at December 31, 2008 compared to 154% at the end of 2007 (186% at the end of 2006).
The decline resulted mainly from the decrease of the unrealized capital gains. The calculation must be reviewed by the Autorité
de Contrôle des Assurances et des Mutuelles (ACAM), which governs, in France, the application of these directives.

In the event of a failure by the Company and/or any of its insurance subsidiaries to meet minimum regulatory capital requirements,
insurance regulators have broad authority to require or take various regulatory actions. A failure of any of the Company's insurance
subsidiaries to meet their regulatory capital requirements and/or a reduction in the level of their regulatory capital that may negatively
impact their competitive position may also result in the Company having to inject significant amounts of new capital into its insurance
subsidiaries, which could adversely affect the Company's liquidity position. In 2008, the Company provided significant amounts
to its subsidiaries through loans, capital contributions and other mechanisms including approximately €2.44 billion loaned to its
US subsidiary AXA Financial that were used to enhance the capitalization of AXA Financial's insurance subsidiaries. In the current
financial market environment, management believes that its insurance subsidiaries may become increasingly dependent on the
Company for capital resources and funding over the coming months.

CREDIT RATING

Claims paying and credit strength ratings are factors contributing to the competitive position of insurance companies. Rating
agencies review their ratings and rating methodologies on a recurring basis and may change their ratings at any time. Consequently
our current ratings may not be maintained in the future. In the context of the current financial market crisis and the deterioration in
the credit and equity markets over the past months, certain rating agencies have lowered their outlook on the life insurance sector
to negative from stable and have downgraded a growing number of companies. In February 2009, (i) Standard & Poor's affirmed
its AA counterparty credit and financial strength ratings on AXA's principal insurance subsidiaries and its A+ counterparty credit
ratings on the Company, but revised its outlook on these ratings to negative from stable, and indicated that they "believe that
AXA's fundamentals are sound and are highly likely to help the Group withstand market conditions and keep ratings in the AA
category in the medium term"; and (ii) Moodys' Investors Services reaffirmed the Aa3 counterparty credit and financial strength
ratings on AXA's principal insurance subsidiaries and its A2 counterparty credit rating on the Company and maintained its stable
outlook. In March 2009, Fitch Ratings downgraded the financial strength ratings of AXA's principal insurance subsidiaries from
AA to AA- (one notch) and also downgraded the Company's senior debt from A+ to A- (two notches), subordinated debt from
A to BBB+ (two notches) and short term debt from F1+ to F1 (one notch). Fitch Ratings also revised its outlook on these ratings
to negative from stable.

115

Management closely monitors the Group's ratings and currently expects that these ratings should remain at levels sufficient
for the Company and its insurance subsidiaries to compete effectively. Given continuing adverse financial market and general
economic conditions, however, management cannot predict with any degree of certainty the timing and/or magnitude of future
ratings actions.

A downgrade or the potential for a downgrade of our ratings could have a variety of negative impacts on us including (i) damaging
our competitive position, (ii) negatively impacting our ability to underwrite new insurance policies, (iii) increasing the levels of
surrenders and termination rates of our in-force policies, (iv) increasing our cost of obtaining reinsurance, (v) negatively impacting
our ability to obtain financing and/or increasing our cost of financing, (vi) triggering additional collateral requirements under certain
agreements to which we are party, (vii) harming our relationships with creditors or trading counterparties and/or (viii) adversely
affecting public confidence in us.

These developments could have a material adverse effect on our business, liquidity position, results of operations, revenues
and financial condition by, for example, increasing our need for cash in order to meet increased surrender requests and/or
collateral calls, causing us to liquidate assets at unattractive prices or to borrow at unattractive rates to raise necessary cash,
and/or negatively impacting our ability to sell new insurance policies or other products due to negative publicity associated with
a downgrade and the associated impact on public confidence in us.

SUBSEQUENT EVENTS AFTER DECEMBER 31, 2008 IMPACTING
AXA'S LIQUIDITY

A dividend per share of €0.40 will be proposed at AXA's Annual Shareholders' Meeting that will be held on April 30, 2009. The
dividend will be payable on May 12, 2009 with an ex-dividend date of May 7, 2009. For individuals whose fiscal residence is in
France, this dividend gives rise to a 40% tax relief equal to €0.16 per share. These individuals may, barring certain exceptions,
opt to have an 18% flat deduction at source, leading to the loss of the 40% tax relief mentioned earlier. The 12.1% welfare taxes
(CSG, CRDS and welfare deduction) due by the persons who are deemed to be French residents for tax purposes are, in any
case, paid at the date of the dividend payout.

Please refer to Note 31 of Part V - "Consolidated Financial Statements" for other subsequent events.

116        2008 ANNUAL REPORT

PART III

CORPORATE GOVERNANCE,
EXECUTIVE COMPENSATION,
MAJOR SHAREHOLDERS AND
RELATED MATTERS

3.1 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES  
Governance 118
Supervisory Board 118
Supervisory Board Committees 129
Management Board 132
Executive Committee 138
Subsidiaries 138
Employees 140
3.2 FULL DISCLOSURE ON EXECUTIVE COMPENSATION  
AND SHARE OWNERSHIP  
Executive compensation and Supervisory Board members fees 141
Stock options 155
Performance shares and performance units 166
Share ownership of Management Board and Supervisory Board members 173
Transactions involving Company stock completed in 2008 by Management Board and Supervisory Board members 175
Commitments made to Management Board and Supervisory Board members 176
Employee shareholders 177
3.3 DESCRIPTION OF THE COMPANY'S SHARE REPURCHASE PROGRAM 179
3.4 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  
Capital Ownership 181
AXA subordinated convertible bonds as of December 31, 2008 184
Related-party transactions, Employee Shareholders and Cross-Shareholding Agreements 184
Special report of the Statutory Auditors on regulated agreements and commitments 186
3.5 THE OFFER AND LISTING 188

117

3.1 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Implementing sound corporate governance principles has been a priority at AXA for many years. AXA's ordinary shares are publicly
traded on Euronext Paris and its ADRs and ADSs are publicly traded on the New York Stock Exchange. Consequently, AXA is subject
to prevailing corporate governance requirements and practices in both France and the United States including the Sarbanes-Oxley
Act and the French Commercial Code.

In addition, AXA has decided in 2008 to adopt as its corporate governance code of reference the set of recommendations based on
the consolidation of the AFEP's and the MEDEF's report of October 2003 and of the AFEP/MEDEF recommendations dated January
2007 and October 2008 on the compensation of executive directors of listed companies (hereafter the "AFEP/MEDEF Code").

GOVERNANCE

Structure: Management Board and Supervisory Board

Since 1997, AXA has had a dual corporate governance structure consisting of a Management Board and a Supervisory Board.
This governance structure is designed to clearly separate the powers and responsibilities of management from those of
supervision.

AXA's Supervisory Board has established four Committees to review specific matters and report back to the Supervisory
Board.

In addition, AXA has a 18 member Executive Committee established to assist the Management Board in the performance of its
duties.

SUPERVISORY BOARD

Role and powers

The Supervisory Board supervises the Company's activities and reports to the shareholders. It is responsible for appointing
and dismissing members of the Company's Management Board and supervises the executive management of AXA. Members
of the Management Board may also be dismissed directly by AXA's shareholders pursuant to a resolution duly adopted at a
shareholders' meeting.

Article 12 of the Company's Bylaws specifies that the following types of transactions or issues require the prior approval of the
Supervisory Board:
• issuance of securities that give a direct or indirect access to the Company's registered share capital;
• proposals for share repurchase programs to be submitted to shareholders at their ordinary General Meetings;
• financial operations that may lead to a substantial change in the financial structure of the Company;
• mergers and acquisitions, whatever their form;
• strategic partnership agreements;
• establishing stock option plans and/or granting performance shares to employees of the Company and its affiliates including
to Members of the Management Board;
• proposals for changing the Bylaws to be submitted to an Extraordinary Meeting of shareholders;
• proposals for payment of dividends and allocation of the Company's results to be submitted to shareholders at their Annual
General Meeting;
• the dividend payment date and any interim dividends.

Operating procedures

The guidelines governing the operation, organization and compensation of the Supervisory Board and its Committees are set
forth in the Board's Rules of Procedure.

The Supervisory Board meets as often as it deems necessary but not less frequently than once each quarter. Periodically
Supervisory Board members meet among themselves without the attendance of Management Board members.

118        2008 ANNUAL REPORT

Prior to each meeting, Supervisory Board members receive documentation concerning matters to be reviewed, generally eight
days in advance. In accordance with the Supervisory Board's Rules of Procedure, they are also informed by the Management
Board on a regular basis about the Company's financial condition and results of operations as well as any significant events or
transactions involving the Company or the Group.

The Company's Bylaws require each member of the Supervisory Board to own a minimum of 100 AXA ordinary shares. In addition,
to ensure that their interests and those of the Company are appropriately aligned, the Board's Rules of Procedure provide that
Supervisory Board members must own AXA shares with a value at least equal to the gross director's fees earned in respect of
the previous fiscal year.

Composition

On December 31, 2008, the Supervisory Board was comprised of 14 members elected by the shareholders. Currently, 5 members
of the Supervisory Board are nationals of countries other than France. In accordance with French law, one member of the
Supervisory Board is an employee-representative who is elected by shareholders every four years from among a list of candidates
selected by the Group's employee shareholders. The Supervisory Board does not have any non voting members (censor).

Each year the Supervisory Board assesses the independence of all of its members on the basis of the recommendations contained
in the AFEP/MEDEF Code and, for the members of the Audit Committee, on the basis of the criteria set forth in the Sarbanes-
Oxley Act. As of February 18, 2009, the Supervisory Board determined that eleven of the fourteen Supervisory Board members were
independent after assessing the criteria of the AFEP/MEDEF Code: Mrs. Dominique Reiniche, Messrs. Jacques de Chateauvieux,
Leo Apotheker, Norbert Dentressangle, Jean-Martin Folz, Anthony Hamilton, Henri Lachmann, Frangois Martineau, Gerard Mestrallet,
Giuseppe Mussari and Ezra Suleiman. In addition, the Supervisory Board has determined that all the members of the Audit Committee
meet the independence criteria set forth in the Sarbanes-Oxley Act.

119

Composition of the Supervisory Board on December 31, 2008

Name (age) and office presently
held at AXA		  
Principal occupation
(as of December 31, 2008)
  
Principal business address
  
First appointment /
term of office
Jacques de Chateauvieux (57)(a)
Chairman of the Supervisory Board		  
Chairman of the
AXA Supervisory Board
Chairman and CEO
of BOURBON
  
BOURBON 33, rue du Louvre 75002 Paris, France
  
April 2005/2009
Annual General Meeting
Norbert Dentressangle (54)(a)
Vice-Chairman of the
Supervisory Board		  
Chairman of Financiere
Norbert Dentressangle (SAS)
  
Financiere Norbert
Dentressangle - BP 83
Les Pierrelles Beausemblant
26241 Saint-Vallier-sur-Rhone
Cedex - France
  
May 2006/2010
Annual General Meeting
Leo Apotheker (55)(a) Member of the Supervisory Board  
Co-CEO of SAP AG
  
SAP AG Building Capital 8
32, rue de Monceau
75008 Paris - France
  
February 2005/2011
Annual General Meeting
Wendy Cooper (58)
Member of the Supervisory
Board, representing the employee
shareholders		  
Senior Vice President &
Associate General Counsel of
AXA Financial, Inc.
(United States)
  
AXA Financial, Inc.
1290, Avenue of the Americas
New York - NY10104
United States
  
April 2008/2012
Annual General Meeting
Jean-Martin Folz (61)(a) Member of the Supervisory Board  
Chairman of the AFEP
(Association Frangaise des
Entreprises Privees)
  
AFEP 11, avenue Delcasse 75008 Paris - France
  
May 2007/2011
Annual General Meeting
Jean-Rene Fourtou (69)
Member of the Supervisory Board		  
Chairman of the Supervisory
Board of Vivendi
  
Vivendi 42, avenue de Friedland 75008 Paris - France
  
April 1990/2011
Annual General Meeting
Anthony Hamilton (67)(a)
Member of the Supervisory Board		  
Non-executive Chairman of
AXA UK PLC (United Kingdom)
and AXA Equity and Law PLC
(United Kingdom)
  
AXA UK PLC
5 Old Broad Street
London EC2N 1AD
United Kingdom
  
January 1996/2009
Annual General Meeting
Henri Lachmann (70) (a)
Member of the Supervisory Board		  
Chairman of the Supervisory
Board of Schneider Electric
  
Schneider Electric
35, rue Joseph Monier
92500 Rueil-Malmaison
- France
  
May 1996/2009
Annual General Meeting
François Martineau (57) (a)
Member of the Supervisory Board		  
Attorney at Law
  
Lussan & Associes 250bis, boulevard Saint Germain 75007 Paris - France
  
April 2008/2012
Annual General Meeting
Gerard Mestrallet (59) (a)
Member of the Supervisory Board		  
Chairman and CEO
of GDF SUEZ
  
GDF SUEZ 22, rue du Docteur Lancereaux 75008 Paris - France
  
January 1997/2011
Annual General Meeting
Giuseppe Mussari (46)|a|
Member of the Supervisory Board		  
Chairman of the Board of
Banca Monte dei Paschi di
Siena S.p.A. (Italy)
  
Banca Monte dei Paschi
di Siena S.p.A.
Piazza Salimbeni, 3
53100 Siena-Italy
  
May 2007/2011
Annual General Meeting
Michel Pebereau (66) Member of the Supervisory Board  
Chairman of the Board of
Directors of BNP Paribas
  
BNP Paribas
3, rue d'Antin
75002 Paris - France
  
January 1997/2009
Annual General Meeting
Mrs. Dominique Reiniche (53) (a)
Member of the Supervisory Board		  
Chairman Europe of
The Coca-Cola Company
  
The Coca-Cola Company
Groupe Europe
27, rue Camille Desmoulins
92784 Issy-les-Moulineaux
Cedex 9 - France
  
April 2005/2009
Annual General Meeting
Ezra Suleiman (67) (a) Member of the Supervisory Board  
Professor of Political Sciences
at the University of Princeton
(United States)
  
EPS/PIIRS
Aaron Burr Hall
Princeton University
Princeton, N.J. 08544
United States
  
April 2003/2011
Annual General Meeting
(a) Independent.

120        2008 ANNUAL REPORT

Mr. Claude Bebear has been Honorary Chairman of the Supervisory Board since April 22, 2008.

At the Annual Meeting of Shareholders scheduled for April 30, 2009:
•   Mr. Ramon de Oliveira (54) is expected to be elected for a 4-year term, replacing Mr. Henri Lachmann as a member of the
Supervisory Board, whose term of office will expire at the close of this Meeting. Mr. Ramon de Oliveira is currently Managing
Partner of the consulting firm Logan Pass Partners and spent 25 years of its career at JP Morgan.
•   Mrs. Dominique Reiniche and Messrs. Jacques de Chateauvieux, Anthony Hamilton and Michel Pebereau, whose term of
office will expire at the close of this Meeting, are expected to be re-elected for a 4-year term.

Supervisory Board activities in 2008
In 2008, the Supervisory Board met 8 times and the average attendance rate was 85.71%. Within the framework of its principal
missions such as described above the Supervisory Board focused, in particular, on the following matters:
•   review of the Group strategy;
•   examination of the 2007 financial statements and the 2008 half year financial statements;
•   review of the reports of the Supervisory Board Committees;
•   authorization of the main projects with respect to acquisitions and disposals;
•   review of the AFEP / MEDEF recommendations and adoption of those recommendations as AXA's corporate governance code
of reference;
•   Board's self-assessment;
•   review of the decisions in reaction to the financial crisis.

Information on current members of the Supervisory Board

Jacques de CHATEAUVIEUX,
Chairman and member of the AXA Supervisory Board
57, French nationality.
Business address
BOURBON - 33, rue du Louvre - 75002 Paris, France

Expertise and experience
Mr. Jacques de Chateauvieux is a graduate of the Institut Superieur de Gestion (Paris) and of Columbia University (New York). In
1975, he joined I'Union des Transports Aeriens as a management auditor. From 1977 to 1979, he worked as a consultant for the
Boston Consulting Group (BCG). Since 1979, Mr. Jacques de Chateauvieux has been Chairman and Chief Executive Officer of
BOURBON. From 1989 to 2001, he helped develop BOURBON into an international conglomerate and then listed the company on
the Paris Stock Exchange in 1998. From 2001, he has refocused BOURBON's strategy on making it a world leader in offshore oil
and marine services. Mr. Jacques de Chateauvieux has been a member of the AXA Supervisory Board since 2005 and became
Chairman of the Board in April 2008.

Directorships currently held
BOURBON, Chairman and Chief Executive Officer
JACCAR, Chairman and Chief Executive Officer
SAPMER, Chairman of the Board of Directors
CBo Territoria, Chairman of the Board of Directors
Director or member of the Supervisory Board:
•   INNODIS
•   SINOPACIFIC Shipbuilding Group (China)

Previous directorships held during the last five years
Vindemia S.A.S., Chairman
Antenne Reunion Television, Chairman

Norbert DENTRESSANGLE
Vice-Chairman and member of the AXA Supervisory Board
54, French nationality.
Business address
Financiere Norbert Dentressangle - BP 83 - Les Pierrelles - Beausemblant - 26241 Saint-Vallier-sur-Rhone-Cedex, France

Expertise and experience
In 1979, Mr. Norbert Dentressangle founded the Norbert Dentressangle Group, a transportation and logistics specialist, and served as its
Chairman until 1998. He is currently Chairman of the Supervisory Board of Groupe Norbert Dentressangle. Mr. Norbert Dentressangle
has also been, since its creation in 1988, Chairman of Financiere Norbert Dentressangle, the family-owned holding company which,
in addition to a majority stake in Groupe Norbert Dentressangle, also holds equity interests in real estate, industrial and business
service firms.

121

Directorships currently held
Financière Norbert Dentressangle (SAS), Chairman
Groupe Norbert Dentressangle, Chairman of the Supervisory Board
Financière de Cuzieu (SAS), Chairman
ND Investissements (SAS), Chairman
SOFADE (SAS), Chief Executive Officer
Director:
•   SEB
•   SOGEBAIL

Previous directorships held during the last five years
Director or member of the Supervisory Board:
•   FINAIXAM
•   Emin Leydier (SAS)
•   Siparex Croissance
•   Egnatia
Permanent Representative of Financiere Norbert Dentressangle, Director of Via Location
Permanent Representative of Financiere Norbert Dentressangle, Director of Financiere Egnatia

Léo APOTHEKER,
Member of the AXA Supervisory Board
55, German nationality.
Business address
SAP AG - Building Capital 8 - 32, rue de Monceau - 75008 Paris, France

Expertise and experience
Mr. Léo Apotheker is a graduate in International Relations and Economics of the Hebrew University in Jerusalem. Before joining
ABP Partners, Mr. Apotheker held various positions at McCormack & Dodge Europe and Swift. He also served as founding
Chairman and COO of ECsoft, one of the largest European venture capital start-up from 1992 to 1994. From 1994 to 1995, he
was Manager Partner at ABP Partners, a strategic management consulting company specialized in global strategy definition
and implementation and in restructuring of ailing software companies. Since joining the SAP Group, Mr. Léo Apotheker has held
various positions: from 1995 to 1997, he was CEO and founder of SAP France and SAP Belgium; from 1997 to 1999, Chairman
of SAP for the South-West Europe region; from 1999 to 2002, Chairman of SAP EMEA (Europe, Middle East and Africa) and from
2002 to 2008, worldwide Chairman Customer Solutions & Operations. Since April 2008, Mr. Léo Apotheker has been co-CEO
of SAP AG.

Directorships currently held
SAP AG, co-CEO
Director or member of the Supervisory Board:
•   SAP America, Inc. (United States)
•   SAP Global Marketing Inc. (United States)
•   SAP Asia Pte. Ltd (Singapore)
•   SAP JAPAN Co., Ltd (Japan)
•   SAP FRANCE S.A.
•   S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy)
•   SAP Hellas "Systems Application and Data Processing S.A." (Greece)
•   SAP (Beijing) Software System Co., Ltd (China)
•   Schneider Electric

Previous directorships held during the last five years
SAP AG, Deputy Chief Executive Officer and President Customer Solutions & Operations
SAP AG, Chairman Global Field Operations
Director:
•   Ginger S.A.
•   SAP Manage Ltd (Israel)
•   SAP Systems Integration AG (Germany)
•   SAP Finland Oy (Finland)
•   SAP Danmark A/S (Denmark)
•   Enigma Inc. (United States)
•   SAP Svenska Aktiebolag (Sweden)

122        2008 ANNUAL REPORT

Wendy COOPER,
Member of the AXA Supervisory Board, representing the employee shareholders
58, American nationality.
Business address
AXA Financial, Inc. - 1290 Avenue of the Americas - New York - NY 10104, United States

Expertise and experience
Ms. Wendy Cooper is a graduate of Fordham Law School, New York, NY, from which she holds J.D. degree. From 1981 to 1987,
she was Assistant Counsel to New York Governors Carey and Cuomo. Then, from August 1987 to March 1995, she was the
First Deputy Superintendent of Insurance of the New York Insurance Department. From January 1990 to June 1990, she held
the position of Superintendent of Insurance of the New York Insurance Department. In May 1995, she joined The Equitable,
which became AXA Equitable, as Vice President & Associate General Counsel. Since September 1999, she has been Senior
Vice President & Associate General Counsel of AXA Equitable in charge of the Government Relations function representing the
AXA Equitable's legislative and regulatory interests in front of U.S. Congress, state legislatures, state insurance departments,
state and national trade associations and other external audiences. In April 2008, Ms. Wendy Cooper was appointed member
of the AXA Supervisory Board, representing the employee shareholders of the Group.

Directorships currently held
None

Previous directorships held during the last five years
None

Jean-Martin FOLZ,
Member of the AXA Supervisory Board
61, French nationality.
Business address
Association Francaise des Entreprises Privees (AFEP) - 11, avenue Delcasse - 75008 Paris, France

Expertise and experience

Mr. Jean-Martin Folz is a graduate of the Ecole Polytechnique and ingénieur des Mines. Between 1975 and 1978 he has held
various French government cabinet positions with his last position being head of cabinet of the Secretary of State for Industry.
In 1978, he joined Rhone-Poulenc to run the Saint-Fons plant, and was then promoted to Senior Executive Vice-President of
Rhone-Poulenc for the Specialty Chemicals business unit. In 1984, he became Senior Executive Vice-President and then Chief
Executive Officer of Jeumont-Schneider (a Schneider subsidiary). In 1987, he was appointed Chief Executive Officer of Pechiney
and Chairman of Carbone Lorraine (in 1988). In 1991, he became Group Chief Executive Officer of Eridania Beghin-Say and
Chairman of Beghin-Say. Mr. Jean-Martin Folz joined PSA Peugeot Citroen in 1995 and became Chairman in 1997. He left PSA
in February 2007

Directorships currently held
Director or member of the Supervisory Board:
•   Saint-Gobain
•   Societe Generale
•  Alstom
•   Carrefour
•   Solvay (Belgium)

Previous directorships held during the last five years
Peugeot SA, Chairman of the Management Board
Automobiles Peugeot, Automobiles Citroën, Banque PSA Finance, Peugeot Citroën Automobiles, Chairman
Faurecia, Director

Jean-René FOURTOU,
Member of the AXA Supervisory Board
69, French nationality.
Business address
Vivendi - 42, avenue de Friedland - 75008 Paris, France

Expertise and experience
Mr. Jean-René Fourtou is a graduate of the Ecole Polytechnique. In 1963, he joined Bossard & Michel as a consultant. In 1972,
he became Chief Operating Officer of Bossard Consultants and Chairman and Chief Executive Officer of the Bossard Group in
1977. In 1986, he was appointed Chairman and Chief Executive Officer of the Rhone-Poulenc Group that later merged with and

123

into Hoechst to create Aventis. From December 1999 to May 2002, he served as Vice-Chairman and Chief Operating Officer of
Aventis. Chairman of the International Chamber of Commerce in 2003 and 2004, Mr. Fourtou co-chairs the Franco-Moroccan
Economic Impetus Group created in September 2005. In July 2002, he became Chairman and Chief Executive Officer of Vivendi
Universal and then Chairman of the Supervisory Board of Vivendi.

Directorships currently held
Vivendi, Chairman of the Supervisory Board
Groupe Canal+, Chairman of the Supervisory Board
Director, member of the Supervisory Board or member of the Management Committee:
•  CapGemini
•  Sanofi Aventis
•  AXA Millesimes1 (SAS)
•  NBC Universal (United States)
•  Maroc Telecom (Morocco)
•  Nestle (Switzerland)

Previous directorships held during the last five years
Vivendi Universal, Chairman and Chief Executive Officer
Vivendi Environnement, Chairman of the Supervisory Board
AXA Assurances IARD Mutuelle, Vice-Chairman of the Board of Directors
AXA Assurances Vie Mutuelle, Vice-Chairman of the Board of Directors
AXA Courtage Assurance Mutuelle, Vice-Chairman of the Board of Directors
EADS (Netherlands), Director
Aventis, Director

Anthony HAMILTON,
Member of the AXA Supervisory Board
67, British nationality.
Business address
AXA UK PLC - 5 Old Broad Street - London EC2N 1AD - United Kingdom

Expertise and experience
Mr. Anthony Hamilton is a graduate of Oxford University. His early career was spent in London and New York working for the
investment banks Schroders, Morgan Grenfell, and Wainright. In 1978 he joined Fox-Pitt, Kelton and was appointed Chief
Executive Officer in 1994. In 1993, he became a non-executive Director of AXA Equity and Law PLC (Chairman, 1995) and in
1997 a non-executive Director of AXA UK PLC. Since September 2000, Mr. Anthony Hamilton has been non-executive Chairman
of AXA UK PLC.

Directorships currently held
AXA UK PLC11 (United Kingdom), Non-executive Chairman
AXA Equity and Law PLC1 (United Kingdom), Non-executive Chairman
Director or member of the Supervisory Board:
•  AXA Financial, Inc.1 (United States)
•   Binley Limited (United Kingdom)
•  Tawa plc (United Kingdom)
•   Golf Club of Valderrama (Spain)
•  AXA Equitable Life Insurance Company1 (United States)
•   MONY Life Insurance Company1 (United States)
•   MONY Life Insurance Company of America1 (United States)

Previous directorships held during the last five years
Fox-Pitt, Kelton Group Limited (United Kingdom), Chairman
Director or member of the Supervisory Board:
•   Pinault-Printemps-Redoute
•   Fox-Pitt, Kelton Limited (United Kingdom)
•   Swiss Re Capital Markets Limited (United Kingdom)
•   CX Reinsurance (United Kingdom)

(1) AXA Group Company.

124        2008 ANNUAL REPORT

Henri LACHMANN,
Member of the AXA Supervisory Board
70, French nationality.
Business address
Schneider Electric - 35, rue Joseph Monier - 92500 Rueil-Malmaison, France

Expertise and experience
Mr. Henri Lachmann is a graduate of the Ecole des Hautes Etudes Commerciales(HEC) and holds an accounting degree. In 1963, he
joined Arthur Andersen, the international auditing firm, where he served successively as Auditor, then, as Manager of the Accounting
Review Department. In 1970, he joined the Strafor Facom Group where he held various management positions until June 1981, when
he was appointed Group Chairman. Director of Schneider Electric since 1996, Mr. Henri Lachmann became Chairman and Chief
Executive Officer of the Group in 1999. Since 2006, he has been Chairman of the Supervisory Board of Schneider Electric.

Directorships currently held
Schneider Electric, Chairman of the Supervisory Board
Centre Chirurgical Marie-Lannelongue, Chairman of the Board of Directors
institut Telemaque, Chairman
Fondation pour le droit continental, Chairman
Vivendi, Vice-Chairman and Member of the Supervisory Board
Director, member of the Supervisory Board or Management Committee:
•  AXA Assurances IARD Mutuelle
•   Groupe Norbert Dentressangle
•   AXA Millésimes1 (SAS)
•   ANSA
Fimalac, Censor (non-voting member of the Board)
Tajan, Censor (non-voting member of the Board)
hstitut Montaigne, Vice-Chairman and Treasurer

Previous directorships held during the last five years
Schneider Electric, Chairman and Chief Executive Officer
Vice-Chairman of the Board of Directors and Director:
•  AXA Assurances I ARD Mutuelle
•  AXA Assurances Vie Mutuelle
•  AXA Courtage Assurance Mutuelle
FINAXA, Director
Vivendi Universal, Director
AXA Holding Maroc1 (Morocco), Director

François MARTINEAU,
Member of the AXA Supervisory Board
57, French nationality.
Business address
Lussan & Associes - 250bis, boulevard Saint-Germain - 75007 Paris, France

Expertise and experience
Mr. François Martineau is a graduate of the University Paris IV (Philosophy Degree), University Paris I (Law Master), and I'lnstitut
d'Etudes Politiques de Paris. Mr. François Martineau has been Attorney since 1976. In 1981, he was "Secrétaire de la Conférence".
In 1985, he was a lecturer at the University Paris I (Civil Procedure). In 1995, he was a Professor at the Paris Bar School (EFB) and
in 1998, he was a Honorary Professor at the Law and Political Sciences School of Lima (Peru). In 1996, he became an Expert at
the Council of Europe and fulfilled various missions in Eastern Europe countries regarding the reform of the Code of the Judicial
Organization, the reform of the magistrates' and lawyers' training and the revision of the Code of Civil Procedure. Since 1987,
Mr. François Martineau has been a Partner of the law firm SCP Lussan & Associes, and Managing Partner since 1995.

Directorships currently held
SCP Lussan & Associes, Managing Partner
Vice-Chairman and director:
•   Bred Banque Populaire
•  Assurances Mutuelles Le Conservateur
•  Associations Mutuelles Le Conservateur
Director:
•   Conservateur Finance
•  AXA Assurances IARD Mutuelle
•  AXA Assurances Vie Mutuelle

(1) AXA Group Company.

125

Previous directorships held during the last five years
None

Gérard MESTRALLET,
Member of the AXA Supervisory Board
59, French nationality.
Business address
GDF SUEZ - 22, rue du Docteur Lancereaux - 75008 Paris, France

Expertise and experience
Mr. Gérard Mestrallet is a graduate of the Ecole Polytechnique and the Ecole Nationale d'Administration (ENA). He joined the
Compagnie de Suez in 1984 as Vice-President in charge of Special Projects. In 1986, he was appointed Executive Vice-President
in charge of Industrial business and then in February 1991, Executive Director and Chairman of the Management Committee
of Societe Generale de Belgique. In 1995, he became Chairman and Chief Executive Officer of Compagnie de Suez and in
June 1997, Chairman of the Management Board of the Suez Lyonnaise des Eaux. On May 4, 2001, Mr. Gérard Mestrallet was
appointed Chairman and Chief Executive Officer of Suez. Since July 22, 2008, Mr. Gérard Mestrallet has been Chairman and
Chief Executive Officer of GDF SUEZ.

Directorships currently held
GDF SUEZ, Chairman and Chief Executive Officer
Chairman of the Board of Directors:
•   Suez Energie Services
•   Suez Environnement
•   Suez-Tractebel (Belgium)
Vice-Chairman of the Board of Directors:
•   Hisusa (Spain)
•  Aguas de Barcelona (Spain)
•   Electrabel (Belgium)
Director or member of the Supervisory Board:
•   Saint-Gobain
•   Pargesa Holding S.A (Switzerland)

Previous directorships held during the last five years
Suez, Chairman and Chief Executive Officer
Societe Generale de Belgique (Belgium), Chairman
Hisusa (Spain), Chairman
Sociedad General de Aguas de Barcelona (Spain), Vice-Chairman
Director or member of the Supervisory Board:
•   Crédit Agricole S.A.
•  Taittinger

Giuseppe MUSSARI,
Member of the AXA Supervisory Board
46, Italian nationality.
Business address
Banca Monte dei Paschi di Siena S.p.A. - Piazza Salimbeni, 3 - 53100 Siena- Italy

Expertise and experience

Mr. Giuseppe Mussari is a graduate in Law of the University of Siena (Barrister registered in the Rolls of the Court of Siena since
1993). In 1998, he became Deputy Chairman of the Criminal Section of the Court of Siena and then in 2000 Chairman of the
Criminal Section of the Court of Siena. In July 2001, he was appointed Chairman of the Monte dei Paschi di Siena Foundation.
Since April 2006, Mr. Giuseppe Mussari has been Chairman of Banca Monte dei Paschi di Siena (BMPS).

126        2008 ANNUAL REPORT

Directorships currently held
Banca Monte dei Paschi di Siena S.p.A., Chairman of the Board
Italian Bankers' Association, Director and member of the Executive Committee
Director:
•   Sansedoni SpA (Italy)
•   Rosselli Foundation
•   Cotec Foundation
•   Italy-China Foundation
Member:
•   Guidance Committee of Toscana Life Sciences Foundation
•   Promoting Committee of Symbola Foundation
•   Steering Board of ABI - ANIA

Previous directorships held during the last five years
Cassa dei Depositi e Prestiti (Bank for Deposits and Loans), Chairman of the Guidance Committee
Monte dei Paschi di Siena Foundation, Chairman
Chigiana Music Academy Foundation, Chairman
Mecenate 90 Association, Chairman
Siena Biotech, Chairman of the Ethical Monitoring Committee
ACRI, Vice-Chairman
Ravello Foundation, Director
Clear Pacts Consortium, member of the General Council

Michel PÉBEREAU,
Member of the AXA Supervisory Board
66, French nationality.
Business address
BNP Paribas - 3, rue d'Antin - 75002 Paris, France

Expertise and experience
Mr. Michel Pébereau is a graduate of the Ecole Polytechnique and the Ecole Nationale d Administration (ENA). In 1967, he started
his career as auditor at the Treasury (inspecteur des finances). He then held various management positions at the direction du
Tresor and at the "Cabinets" of two Ministers (Valéry Giscard d'Estaing and René Monory). In 1982, he joined Credit Commercial
de France. In 1987, he was in charge of its privatization before becoming Chairman and Chief Executive Officer from 1987 to
1993. In 1993, he became Chairman and Chief Executive Officer of BNP and after the merger with Paribas in 2000, Chairman
and Chief Executive Officer of BNP Paribas. Since 2004, Mr. Michel Pébereau has been Chairman of the Board of Directors of
BNP Paribas.

Directorships currently held
BNP Paribas, Chairman of the Board of Directors
Director or member of the Supervisory Board:
•   Saint-Gobain
•  Total
•   Lafarge
•   EADS N.V. (the Netherlands)
•   Banque Marocaine pour le Commerce et I'lndustrie (BMCI) (Morocco)
•   Pargesa Holding S.A. (Switzerland)
Galeries Lafayette, Censor (non-voting member of the Board)
Académie des Sciences Morales et Politiques, member

Previous directorships held during the last five years
BNP Paribas, Chairman and Chief Executive Officer
Director or member of the Supervisory Board:
•   Dresdner Bank AG (Germany)
•   BNP Paribas UK (United Kingdom)

127

Dominique REINICHE,
Member of the AXA Supervisory Board
53, French nationality.
Business address
The Coca-Cola Company - Groupe Europe - 27, rue Camille Desmoulins - 92784 Issy-les-Moulineaux Cedex 9, France

Expertise and experience

Mrs. Dominique Reiniche is a graduate of the Essec. In 1978, she joined Procter & Gamble and in 1983 became Associate
Advertising Manager. In 1986, she joined Kraft Jacobs Suchard and was appointed Marketing & Strategy Manager. In 1992, she
joined Coca-Cola Entreprise as a Marketing & Responsible "Compte-clé" Manager. In 1998, she was appointed Chairman and Chief
Executive Officer of Coca-Cola Entreprise and Vice-Chairman of Coca Cola Enterprises - Europe Group in 2002. From January
2003 to May 2005, she was Chairman of Coca-Cola Enterprises - Groupe Europe. Since May 2005, Mrs. Dominique Reiniche
has been Chairman Europe of The Coca-Cola Company.

Directorships currently held
The Coca-Cola Company, Chairman Europe
ING Direct, member of the Advisory Board
UNESDA (Union of European Beverages Associations), Vice-Chairman
CIAA (Confederation of the Food and Drink Industries of the EU), Member of the Executive Committee and member of the
Board

Previous directorships held during the last five years
Coca-Cola Enterprise - Groupe Europe, Chairman and Chief Executive Officer
MEDEF, member of the Executive Committee

Ezra SULEIMAN,
Member of the AXA Supervisory Board
67, American nationality.
Business address
EPS/PIIRS -Aaron Burr Hall - Princeton University - Princeton, N.J. 08544 - United States

Expertise and experience
Mr. Ezra Suleiman is a graduate of Harvard University and of Columbia University. In 1973, he started his career as a Professor
at the University of California, Los Angeles. Since September 1979, Mr. Suleiman has been a Professor of Political Sciences at
Princeton University.

Directorships currently held
Political Sciences at the University of Princeton (United States), Professor
European Studies Center at the University of Princeton (United States), Manager
Director:
•   Suez Environnement
•  AXA Financial, Inc1. (United States)
•  AXA Equitable Life Insurance Company1 (United States)
•   MONY Life Insurance Company1 (United States)
•   MONY Life Insurance Company of America1 (United States)
institut Montaigne, Chairman of the Orientation Board
Member of the Editorial Committee:
•   Comparative Politics
•   La Revue des Deux Mondes
•   Politique Internationale
•   Politique Américaine
Council on Foreign Relations (New York), member
HEC International, member of Advisory Board

Previous directorships held during the last five years
Institut d'Etudes Politiques (Paris), Associate Professor

(1) AXA Group Company.

128        2008 ANNUAL REPORT

Service contracts between the AXA Group and members of the Supervisory Board
Ms. Wendy Cooper, who is the employee shareholders representative on AXA's Supervisory Board, is an employee of AXA Equitable,
which is a subsidiary of AXA in the United States.

Family Relationship
To the knowledge of the Company, there are no family relationships among the members of the Supervisory Board or with
members of the Management Board.

Assessment of the Supervisory Board activity
The Supervisory Board conducts an annual self-assessment with a view to reviewing its composition, organization and functioning.
The conclusions of this self-assessment are discussed annually during a meeting of the Supervisory Board.

In early 2009, a formal self-assessment of the Board and its Committees was carried out in two steps: (1) a detailed questionnaire
was completed by all members of the Board, and (2) the corporate secretary of the Supervisory Board and a representative of
the Group legal department then interviewed each Board member to discuss in further detail the answers provided through
the questionnaire process as well as the Members' views regarding the functioning of the Supervisory Board and areas for
improvement. Conclusions of this self-assessment and the main identified areas for improvement that have been discussed at
the Supervisory Board meeting of February 18, 2009, are the following: the Supervisory Board acknowledged the high quality of
Corporate Governance and appreciated the genuine discussions that take place on key issues. The main areas for improvement
relate to the addition of insurance skills amongst Board members, in particular after the departure of Mr. Claude Bebear, as well
as stronger involvement in discussing strategic priorities for AXA.

SUPERVISORY BOARD COMMITTEES

The Supervisory Board has four Committees: (1) the Audit Committee, (2) the Finance Committee, (3) the Selection, Ethics,
Governance and Human Resources Committee, and (4) the Compensation Committee.

The role, organization and operating procedures of each Committee are set forth in the Supervisory Board's Rules of Procedure and
in a dedicated charter for the Audit Committee. Each Committee issues opinions, proposals or recommendations to the Supervisory
Board on matters within the scope of its responsibilities and is empowered to undertake or commission specific studies or reviews
within the scope of its responsibilities. Each Committee may invite outside participants to attend its meetings and Committee Chairmen
report to the Supervisory Board on a regular basis following Committee meetings.

Committees have no decision making authority.

Audit Committee

Composition

On December 31, 2008, the Audit Committee had four members having either finance or accounting expertise, all of whom were
determined by the Supervisory Board to be independent in accordance with the criteria contained in the AFEP/MEDEF Code
and the Sarbanes-Oxley Act. The Committee members at December 31, 2008 were Messrs. Anthony Hamilton (Chairman),
Jean-Martin Folz, Henri Lachmann and Ezra Suleiman.

Missions and activities

The scope of the Audit Committee's responsibilities is set forth in an Audit Committee Charter which defines the Committee's
principal missions, including the following:
•   Overseeing the activities and systems of internal control over events that expose the Group to significant risk;
•   Monitoring the financial reporting process, the systems of internal control over financial reporting and the accuracy and integrity
of the Group's financial reporting;
•   Overseeing the qualifications and independence of the external auditors; and
•   Overseeing the performance of the Group's internal audit function.

The Audit Committee charter is reviewed on a regular basis and updates are submitted to the Supervisory Board for approval.

129

The Audit Committee met six times in 2008. The average attendance rate was 95.83%. Within the framework of its principal
missions such as described above, the Committee focused, in particular, on the following issues:
•  2007 annual and 2008 half-year financial statements;
•  2008 Group Audit Plan;
•  internal fraud report;
•  local internal audit plans summary;
•  external Auditors fees and actions plan;
•  significant litigation and regulatory matters;
•  risk management issues;
•  the Group's annual reports (Document de Reference and Form 20-F);
•  Sarbanes Sections 404 and 302 issues;
•  self-assessment of the Committee.

The Committee's review of financial statements by the Audit Committee is accompanied by a presentation from the Company's
external Auditors on the Group's consolidated financial position and results of operations which includes the auditors' views on
the accounting choices adopted by management. The Committee also receives a presentation from the Group Chief Financial
Officer describing the Company's principal risks exposures and its material off-balance-sheet commitments.

The Group Chief Financial Officer, the Deputy Group Chief Financial Officer as well as the head of the Group Internal Audit
Department attend each Committee's meetings. The external Auditors of the Group, the Group Chief Accounting Officer as well
as the head of the Group Legal Department attend the Committee's meetings on a regular basis.

The Committee may request external consulting expertise in connection with matters within the scope of its responsibility.

Finance Committee

Composition

As of December 31, 2008, the Finance Committee had four members, three of whom were determined by the Supervisory Board
to be independent in accordance with the criteria set forth in the AFEP/MEDEF Code. At December 31, 2008, those members
were: Messrs. Jacques de Chateauvieux (Chairman), Léo Apotheker, Henri Lachmann and Michel Pébereau.

Missions and activities

The Finance Committee has the following principal missions:
• to examine and issue an opinion on any plan to sell real estate or equity stakes, when their value exceeds the authorizations
granted to the Management Board by the Supervisory Board;
• to examine and issue an opinion on any plan to establish sureties or grant guarantees in favour of third parties, when their value
exceeds the authority delegated to the Management Board by the Supervisory Board;
• to examine and issue an opinion on the following plans presented by the Management Board:
- issuance of securities giving access, directly or indirectly, to the Company's ordinary shares,
- share repurchase programs presented to the ordinary General Meeting of shareholders,
- financial operations that might substantially change the Company's financial structure,
- acquisitions, in any form, when their value exceeds €500 million,
- strategic partnership agreements,
- proposed distributions of the Company's annual profit and the amount of the proposed dividend presented to the ordinary
General Meeting of shareholders,
- dividend payment dates and any interim dividends;
• to examine any significant financial transaction involving the Company or any affiliate as well as the asset management policy
of the AXA Group and, more generally, all significant financial matters concerning the Group.
The Finance Committee met five times in 2008. The average attendance rate was 85.71% and focused, in particular, on the
following issues:
•  examination of AXA's financial structure;
•  examination of the financial resolutions proposed to the AXA shareholders' General Meeting;
•  reviewing proposed payments of dividends;
•  acquisitions, restructurings and disposals;
•  review of the decisions in reaction to the financial crisis;
•  Solvency II.

130        2008 ANNUAL REPORT

Selection, Ethics, Governance and Human Resources Committee

Composition

As of December 31, 2008, the Selection, Ethics, Governance and Human Resources Committee had five members, three of
whom were determined by the Supervisory Board to be independent in accordance with the criteria set forth in the AFEP/MEDEF
Code. At December 31, 2008 the Committee members were: Messrs. Jean-René Fourtou (Chairman), François Martineau, Gérard
Mestrallet, Michel Pébereau and Ezra Suleiman. The Chairman of the Supervisory Board also takes part in the Committee's works
and attends its meetings on a regular basis.

Missions and activities

The Selection, Ethics, Governance and Human Resources Committee has the following principal missions:
•  to issue proposals to the Supervisory Board, for the appointment of:
- members of the Supervisory Board including its Chairman and its Vice-Chairman,
- members of the Management Board including its Chairman, and the Vice-Presidents,
- non-voting members,
- members of the Supervisory Board Committees and their Chairmen,
•  to examine appointment and succession of key Group management personnel including Management Board members and
key management personnel at Group subsidiaries including members of the Executive Committee;
• to examine in detail certain Group human resources issues (Group training and development policy, international mobility...)
as well as governance matters (Supervisory Board assessment...).
The Selection, Ethics, Governance and Human Resources Committee met four times in 2008. The average attendance rate was
88.89% and the Committee focused, in particular, on the following matters:
• replacement of the Chairman and Vice-Chairman of the Supervisory Board;
• composition of the Supervisory Board and its Committees;
• independence of the members of the Supervisory Board;
• review of the candidates to be the employee-representative on the Supervisory Board;
• composition of the Executive Committee and appointment, evolution, perspectives and succession of key Group management
personnel;
• adoption of the AFEP/MEDEF recommendations as corporate governance code of reference;
• AXA University: culture development.

Early in 2008, the Committee reviewed the qualifications of the Supervisory Board candidates who were proposed to and approved
by AXA's shareholders at their meeting on April 22, 2008.

The Committee also examined the impact of the changes in the Supervisory Board members on the composition of its four
special-purpose Committees.

Compensation Committee

Composition

As of December 31, 2008, the Compensation Committee had three members all of whom were determined to be independent by
the Supervisory Board in accordance with the criteria set forth in the AFEP/MEDEF Code. At December 31, 2008 the Committee
members were: Messrs. Norbert Dentressangle (Chairman), Anthony Hamilton and Gerard Mestrallet.

Missions and activities

The Compensation Committee has the following principal missions:
• to make proposals to the Supervisory Board on (i) the compensation of the Chairman of the Supervisory Board, (ii) the
compensation of each Management Board member, (iii) the aggregate amount of directors' fees for the Supervisory Board
to be proposed to the General Meeting of shareholders, and (iv) the allocation of Company stock options and performance
shares to the members of the Management Board;
• to formulate an opinion on the proposals of the Management Board concerning executive compensation for key Group
management personnel including allocation of Company stock options and performance shares;
• to be informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries for their principal
executive officers.
The Compensation Committee met four times in 2008. The average attendance rate was 86.67% and the Committee focused,
in particular on the following matters:
• compensation paid to members of the Management Board and of the Executive Committee;
• compensation policy and principles;
• stock option and performance share allocation;
• Directors' fees for Supervisory Board members;
• AFEP / MEDEF recommendations of October 2008 concerning executive compensation.

131

MANAGEMENT BOARD

The AXA Management Board is currently comprised of six members, each of whom serves for a 3-year term expiring on
October 11,2009.

The Management Board generally holds weekly meetings to discuss Group strategy and operations. It operates in accordance
with the Company's Bylaws and the Management Board's Rules of Procedure.

While the Management Board operates as a collective decision-making body under French law, each Management Board member
has been assigned responsibility for a specific area of the Company's management.

Composition of the Management Board on December 31, 2008

Name (âge)  
Principal Office presently held in AXA
(as of February 18, 2009)
  
Principal business address
  
First appointment /
term of office
  
Henri de Castries (54)  
Chairman of the Management Board
  
AXA 25, avenue Matignon 75008 Paris - France
  
January 19,2000/
October 11,2009
  
Alfred Bouckaert (62)  
Member of the Management Board,
Chief Executive Officer for Northern,
Central and Eastern Europe business
unit
  
AXA Belgium Boulevard du Souverain, 25 1170 Brussels - Belgium
  
October 11,2006/
October 11,2009
  
Claude Brunet (51)  
Member of the Management Board,
in charge of Transversal Opérations,
Communication, Marketing and
Human Resources
  
AXA 25, avenue Matignon 75008 Paris - France
  
February 26, 2003 /
October 11,2009
  
Christopher Condron (61)  
Member of the Management Board,
Président and CEO of AXA Financial,
Inc. (United States)
  
AXA Financial, Inc.
1290 Avenue of the Americas
New York - NY 10104
United States
  
July4,2001 /
October 11,2009
  
Denis Duverne (55)  
Member of the Management Board,
Group Chief Financial Officer
  
AXA 25, avenue Matignon 75008 Paris - France
  
February 26, 2003 /
October 11,2009
  
François Pierson (61)  
Member of the Management Board,
Chairman and CEO of AXA France,
responsible for Large Risks,
Assistance and AXA Canada
  
AXA France Terrasse 1 313 Terrasses de l'Arche 92727 Nanterre Cedex - France
  
November 28, 2001 /
October 11,2009
  

Members of the Management Board devote substantially all of their professional time to management of the Group and do not
hold outside directorships or engage in professional activities outside the AXA Group that would interfere with or impede in any
material way their availability to focus on the Group and its business.

Expertise and experience of the Management Board members

Henri de CASTRIES,
Chairman of the AXA Management Board
54, French nationality.

Mr. Henri de Castries is a graduate of the Ecole des Hautes Etudes Commerciales (HEC) and obtained a law degree before
completing preparatory studies for the Ecole Nationale d Administration (ENA). After graduating from ENA, Mr. de Castries began
his career with the French Finance Ministry Inspection Office. Mr. de Castries joined AXA's corporate finance department on
September 1, 1989. He was appointed Corporate Secretary in 1991 and Senior Executive Vice-President for the Group's asset
management, financial and real-estate businesses in 1993. In 1997, Mr. de Castries was appointed Chairman of The Equitable
Companies Incorporated (now AXA Financial Inc). Mr. de Castries has been Chairman of the AXA Management Board since
May 2000.

Positions currently held in the AXA Group
Chairman of the Management Board: AXA
Chairman of the Board of Directors:
•  AXA Assurances IARD Mutuelle
•  AXA Assurances Vie Mutuelle
•  AXA Financial, Inc. (United States)

132        2008 ANNUAL REPORT

Director:
•  AXA France IARD
•  AXA France Vie
•  AXA Belgium SA (Belgium)
•  AXA Holdings Belgium (Belgium)
•  AXA UK PLC (United Kingdom)
•  AllianceBernstein Corporation (United States)
•  AXA Equitable Life Insurance Company (United States)
•  AXA America Holdings, Inc. (United States)
•   MONY Life Insurance Company (United States)
•   MONY Life Insurance Company of America (United States)

Previous directorships held during the last five years
Chairman of the Board of Directors:
•  AXA Courtage Assurance Mutuelle
Vice-Chairman of the Board of Directors:
•  FIN AXA
Director or member of the Supervisory Board:
•  AXA Konzern AG (Germany)

Alfred BOUCKAERT,
Member of the AXA Management Board
62, Belgian nationality.

In 1968, Mr. Alfred Bouckaert started working as a stockbroker with JM Finn & Co in London. In 1972, he joined the Chase
Manhattan Bank where he held various commercial and credit posts before becoming Chase's Manager of Commercial Banking
for Belgium. In 1984, he was appointed General Manager of Chase in Copenhagen (Denmark) and General Manager and Country
Manager of Chase in Belgium in 1986. In 1989, when Chase Manhattan Bank's Belgian operations were sold to Crédit Lyonnais
France, Mr. Bouckaert was in charge of merging Chase's and Crédit Lyonnais's Belgian Operations. In 1994, he was asked by
Crédit Lyonnais to head the bank's European Operations. In 1999, he became Managing Director of AXA Royale Belge and AXA
also appointed him Country Manager for the Benelux (Belgium, The Netherlands, Luxembourg). In 2005, Mr. Bouckaert became
General Manager of the Group's Northern European Region (Belgium, The Netherlands, Luxembourg, Germany, Switzerland).
Since October 2006, Mr. Bouckaert has been a member of the AXA Management Board, in charge of operations in the Northern,
Central & Eastern Europe Region (Belgium, The Netherlands, Luxembourg, Germany, Switzerland, Poland (Life insurance), Czech
Republic, Solvak Republic, Hungary, Ukraine and Russia). Since April 2007, he has been Chairman of the Board of Directors of
AXA Belgium SA (Belgium) and since December 2007, he has been permanent representative of AXA to the Supervisory Board
of AXA Ukraine and AXA Insurance (Ukraine). Since September 2008, he has been a director of RESO (Russia).

Positions currently held in the AXA Group
Member of the Management Board: AXA
Managing Director:
•  AXA Holdings Belgium (Belgium)
Chairman of the Board of Directors:
•  AXA Belgium SA (Belgium)
•  AXA Participations Belgium (Belgium)
•  AXA Bank Europe SA (Belgium)
•  AXA Luxembourg (Luxembourg)
•  AXA Assurances Luxembourg SA (Luxembourg)
•  AXA Assurances Vie Luxembourg (Luxembourg)
•  AXA Konzern AG (Germany)
•  AXA Service AG (Germany)
•  AXA ART Versicherung AG (Germany)
•  AXA Versicherung AG (Switzerland)
•  AXA Leben (Switzerland)
•  AXA Lebensversicherung AG (Germany)
•  AXA Versicherung AG (Germany)
Director of member of the Supervisory Board:
•   L'Ardenne Prévoyante (Belgium)
•   Contere (Luxembourg)
•  AXA Insurance SA (Greece)
•   RESO (Russia)

133

Permanent representative of AXA to the Supervisory Board of AXA Ukraine (Ukraine) (formerly Ukrainian Insurance Alliance) and
AXA Insurance (Ukraine) (formerly Insurance Company Vesko)

Positions currently held outside the AXA Group
Consuco (Belgium), patrimonial family company
De Waere (Belgium), patrimonial family company

Previous directorships held during the last five years
Managing Director: AXA Belgium SA (Belgium)
Chairman of the Board of Directors:
•  Winterthur-Europe Assurances (Belgium)
•   L'Ardenne Prévoyante (Belgium)
•  Viaxis (Belgium)
Chairman Managing Director:
•   Royale Belge Investissements (Belgium)
Director.
•   Servis (Belgium)
•   Servis-Life (Belgium)
•  AXA Nederland BV (The Netherlands)
•  AXA Verzekeringen (The Netherlands)
•  AXA Bank AG (Germany)

Claude BRUNET,
Member of the AXA Management Board
51, French nationality.

Mr. Claude Brunet is a graduate of the Ecole Supérieure des Travaux Publics (ESTP). In 1991, he became Corporate Sales Division
Head of Ford Switzerland and in 1992, Corporate Sales Division Head of Ford France. In 1993, he was appointed Chairman and
Chief Executive Officer of Ford Belgium and in 1996 he became Chairman and Chief Executive Officer of Ford France. In 2001, he
joined the AXA Group as a member of the Executive Committee. Since February 2003, Mr. Claude Brunet has been a member
of the AXA Management Board, in charge of Transversal Operations, Communication, Marketing and Human Resources.

Positions currently held in the AXA Group
Member of the Management Board: AXA
Chairman: AXA Technology Services (SAS)
Chairman of the Management Board: GIE AXA Université
Director:
•  AXA Group Solutions SA
•   GIE AXA Group Solutions
•  AXA Mediterranean Holding, S.A. (Spain)
•  AXA Aurora Vida S.A. de Seguros y Reaseguros (Spain)
•  AXA Vida, S.A. de Seguros y Reaseguros (Spain)
•  AXA Seguros Générales, S.A. de Seguros y Reaseguros (Spain)
•  AXA Winterthur Salud S.A. de Seguros (Spain)
•  AXA Business Services (India)
•  AXA Japan Holding Co., Ltd (Japan)
Permanent representative of AXA to the board of AXA Cessions

Previous directorships held during the last five years
Director or member of the Supervisory Board:
•  AXA RE
•  AXA Konzern AG (Germany)
•  AXA Aurora S.A. (Spain)
•  AXA Aurora Ibérica S.A. de Seguros y Reaseguros (Spain)

134        2008 ANNUAL REPORT

Christopher CONDRON,
Member of the AXA Management Board
61, American nationality.

Mr. Christopher Condron has a bachelor's degree in Business Management from the University of Scranton. In 1989, he
became head of the Private Client Group of The Boston Company, now Mellon Private Asset Management. In 1993, he
was appointed Executive Vice-President of Mellon and, in 1994, became Vice-Chairman of Mellon. In 1999, Mr. Condron
became President & Chief Operating Officer of Mellon Financial Corporation. Since May 2001, Mr. Christopher Condron has
been President and CEO of AXA Financial, Inc. and Chairman of the Board, President (since May 2002) and Chief Executive
Officer of AXA Equitable Life Insurance Company. Mr. Condron has been a member of the AXA Management Board since
July 2001.

Positions currently held in the AXA Group
Member of the Management Board: AXA
Director, President and Chief Executive Officer:
•  AXA Financial, Inc. (United States)
Director, Chairman of the Board, President and Chief Executive Officer:
•  AXA Equitable Life Insurance Company (United States)
•  AXA Equitable Life Financial Services, LLC (United States)
•   MONY Life Insurance Company (United States)
•   MONY Life Insurance Company of America (United States)
•   MONY Financial Services, Inc. (United States)
•  AXA Life and Annuity Company (United States)
•  AXA Distribution Holding Corporation (United States)
Director and President: AXA America Holdings, Inc. (United States)
Director, Chairman and President: ACMC, Inc. (United States)
Director:
•  AllianceBernstein Corporation (United States)
•  AXA Art Insurance Corporation (United States)
•  American Council of Life Insurers (ACLI) (United States)
Director, Chairman and Member: Financial Services Roundtable (United States)

Positions currently held outside the AXA Group
•   Central Supply Corp (United States), Director
•   KBW, Inc. (United States), Director
•  The American Ireland Fund (United States), Director and Treasurer
•   University of Scranton, Trustee

Previous directorships held during the last five years
•   MONY Holdings, LLC (United States), Chairman of the Board, "President" and Chief Executive Officer
Director and Chairman:
•   U.S. Financial Life Insurance Company (United States)
•   Financial Marketing, Inc. (United States)

Denis DUVERNE,
Member of the AXA Management Board
55, French nationality.

Mr. Denis Duverne is a graduate of the Ecole des Hautes Etudes Commerciales (HEC). After graduating from the Ecole Nationale
d'Administration (ENA), he started his career in 1984 as commercial counselor for the French Consulate General in New York
before becoming Director of the Corporate Taxes Department for the French Ministry of Finance in 1986. In 1988, he became
Deputy Assistant Secretary for Tax Policy for the French Ministry of Finance and, in 1991, he was appointed Corporate Secretary
of Compagnie Financière IBI. In 1992, he became a member of the Executive Committee of Banque Colbert, in charge of
operations. In 1995, Mr. Denis Duverne joined the AXA Group and assumed responsibility for supervision of AXA's operations
in the US and the UK and managed the reorganization of AXA companies in Belgium and the United Kingdom. Since February
2003, Mr. Denis Duverne has been a member of the AXA Management Board, in charge of Finance, Control and Strategy.

135

Positions currently held in the AXA Group
Member of the Management Board: AXA
Chairman and Chief Executive Officer:
•  AXA America Holdings, Inc. (United States)
Director:
•  AXA France IARD
•  AXA France Vie
•  AXA Belgium SA (Belgium)
•  AXA Holdings Belgium (Belgium)
•  AXA Assicurazioni S.p.A. (Italy)
•  AXA Italia S.p.A. (Italy)
•  AXA MPS Assicurazioni Vita S.p.A. (Italy)
•  AXA MPS Assicurazioni Danni S.p.A. (Italy)
•  AXA UK PLC (United Kingdom)
•  AXA Financial, Inc. (United States)
•  AXA Equitable Life Insurance Company (United States)
•  AllianceBernstein Corporation (United States)
•   MONY Life Insurance Company (United States)
•   MONY Life Insurance Company of America (United States)

Previous directorships held during the last five years
Director.
•  AXA France Assurance
•  AXA France Collectives

François PIERSON,
Member of the AXA Management Board
61, French nationality.

After studies of Sciences and Management at the University Paris Dauphine, Mr. François Pierson joined AGP in 1974 and became
Sales Director. In 1990, he became General Manager of the South-East Region of AXA Assurances in France and Director of
Distribution. In 1995, he was appointed Deputy Chief Executive of AXA Assurances and, in 1997, he became Chief Executive
Officer of UAP Vie and of Alpha Assurances. In 1999, he became Chief Executive Officer of AXA Assurances. Since November
2001, Mr. François Pierson has been a member of the AXA Management Board as well as Chief Executive Officer of AXA France
and responsible of the Group's Large Risks activities, AXA Assistance and AXA Canada.

Positions currently held in the AXA Group
Member of the Management Board: AXA
Chairman and Chief Executive Officer:
•  AXA France IARD
•  AXA France Vie
Chairman: AXA France Assurance (SAS)
Chairman of the Board of Directors: AXA Corporate Solutions Assurance
Vice-Chairman of the Board of Directors: AXA Canada Inc. (Canada)
Director:
•  AXA Assurances IARD Mutuelle
•  AXA Assurances Vie Mutuelle
•  AXA Assurances Inc. (Canada)
•  AXA Insurance (Canada)
•  AXA General Insurance (Canada)
•  AXA Pacific Insurance Company (Canada)
•  AXA Assurances agricoles Inc. (Canada)
•  AXA Holding Maroc (Morocco)
•  AXA Assurance Maroc (Morocco)

Positions currently held outside the AXA Group
Chairman of the Board of Directors: Euromed
Permanent representative of AXA France IARD to the board of UCAR

136        2008 ANNUAL REPORT

Previous directorships held during the last five years

Chief Executive Officer-non Director:
•  AXA Assurances IARD Mutuelle
•  AXA Assurances Vie Mutuelle
•  AXA Courtage Assurance Mutuelle
Director:
AXA Japan Holdings Ltd (Japan)

Service contracts between the AXA Group and members of the Management Board
The French members of the AXA Management Board (Messrs. Henri de Castries, Claude Brunet, Denis Duverne and François
Pierson) are employed by AXA under employment contracts.

Mr. Christopher Condron and Mr. Alfred Bouckaert, also members of the Management Board, have employment contracts,
respectively, with AXA Equitable in the United States and AXA Holdings Belgium. For a description of termination provisions of
those contracts, please refer to Section 3.2 below.

Family Relationship
To the knowledge of the Company, there are no family relationships among the members of the Management Board or with
members of the Supervisory Board.

Other information on members of the Management Board and of the Supervisory Board

Conflicts of interests
The members of the Management Board do not hold any directorships or other positions with companies outside the AXA Group,
except for a limited number of outside directorships which do not interfere with or impede in any material way their availability
to focus on the Group and its business. Certain members of the Supervisory Board, however, are executive officers and/or
directors of companies that may have dealings from time to time with the AXA Group including extensions of credit, purchases
of securities (for their own account or for third parties), underwriting of securities and/or furnishing of other types of services or
goods. These dealings are generally fully negotiated and performed on arm's length terms and conditions. Consequently, AXA
does not believe these dealings give rise to any conflicts of interests between (i) the duties to AXA of the Supervisory Board and
Management Board members and (ii) the private interests and/or other duties of these individuals.

To the best of the Company's knowledge, there are no arrangements or understandings that have been entered into with major
shareholders, customers, suppliers or others pursuant to which a member of the Management Board or the Supervisory Board
was selected, except for Mr. Giuseppe Mussari who was proposed for election to the AXA's Supervisory Board consistent with
the terms of a bancassurance partnership agreement entered into in March 2007 between AXA and Banca Monte dei Paschi
di Siena (BMPS), an Italian bank. This agreement, among other matters, provides that the AXA shareholders shall appoint a
representative of BMPS on AXA's Supervisory Board. Mr. Giuseppe Mussari was nominated for election consistent with the
terms of this agreement and was elected to the AXA's Supervisory Board at the Company's General Shareholders' Meeting on
May 14, 2007.

Absence of any conviction in relation to fraudulent offences, any official public incrimination and/or
sanctions, or any responsibility in a bankruptcy for the last 5 years
To the best of the Company's knowledge based on information reported to it, none of the members of its Management Board or
Supervisory Board has been, during the last 5 years (i) subject to any conviction in relation to fraudulent offences or to any official
public incrimination and/or sanction by statutory or regulatory authorities, (ii) disqualified by a court from acting as a member of
the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs
of any issuer, or (iii) associated as a member of the administrative, management or supervisory bodies with any company that
has declared bankruptcy or been put into receivership or liquidation, provided, however, that AXA has from time to time sold,
discontinued and/or restructured certain business operations and voluntarily liquidated affiliated companies in connection with
these or similar transactions and certain members of AXA's Management Board and/or Supervisory Board may have been
associated with other companies that have undertaken similar solvent liquidations.

137

EXECUTIVE COMMUTEE

The Executive Committee's principal mission is to review AXA Group's strategy.

AXA has an Executive Committee which is an internal management committee composed of members of AXA's Management Board
and other key senior executives from across the Group selected on the basis of their role in the organization (central or local). The
seven principal business units of the Group represented on the Executive Committee are: Mediterranean and Latin American region;
Northern, Central and Eastern Europe region; United States; Asia-Pacific region and Japan; United Kingdom and Ireland; AXA Investment
Managers; France / Canada / AXA Corporate Solutions Assurance / AXA Assistance.

The Executive Committee conducts quarterly business reviews (QBRs), during which the performance of the AXA Group is
reviewed. These reviews were introduced in 2000 to provide a clear and consistent framework for:
• reviewing operational performance and monitoring the progress of key projects using quantifiable standards of measurement
defined in collaboration with the Management Board;
• assessing the status of Group transversal projects; and
• exchanging ideas and information on key Group strategic orientations.

As an internal management committee, the Executive Committee has no formal decision making authority. The Executive
Committee is a sharing and communication body as well as a sounding board for the Management Board. Its members use
their collective knowledge to discuss and orient global business issues, as well as to provide peer review opportunities within
the Executive Committee itself. In particular, they provide views to the Management Board on key business issues. As a team,
they also contribute to shape and disseminate AXA's management culture.

As of February 18, 2009, the Executive Committee was comprised of the following eighteen members, including nine non-French
nationals:

Jean-Raymond Abat  
Chief Executive Officer of the Mediterranean and Latin America region business unit
Alfred Bouckaert  
Member of the Management Board, Chief Executive Officer for the Northern, Central and Eastern Europe
business unit
Claude Brunet  
Member of the Management Board, in charge of Transversal Operations, Communication, Marketing
and Human Resources
Dominique
Carrel-Billiard		  
Chief Executive Officer of AXA Investment Managers
Henri de Castries  
Chairman of the Management Board
Christopher Condron  
Member of the Management Board, President and Chief Executive Officer of AXA Financial, Inc. (United States)
John R. Dacey  
Chief Executive Officer for the Japan, Asia-Pacific business unit
Denis Duverne  
Member of the Management Board, Group Chief Financial Officer
Philippe Egger  
Chief Executive Officer of Insurance activities in Switzerland
Gérald Harlin  
Deputy Chief Financial Officer, Executive Vice-President Finance and Control
Frank Keuper  
Chief Executive Officer of AXA Konzern AG (Germany)
Gerald Lieberman  
President and Chief Operating Officer of AllianceBernstein (United States)
Nicolas Moreau  
Chief Executive Officer of AXA UK-Ireland and Chairman of the Board of Directors of AXA Investment
Managers
Mark Pearson  
Chief Executive Officer of AXA Life Japan and AXA Japan Holdings (Japan)
Andrew Penn  
Chief Executive Officer of AXA Asia-Pacific Holdings (Australia)
François Pierson  
Member of the Management Board, Chairman and Chief Executive Officer of AXA France, responsible
for Large Risks, Assistance and AXA Canada
Eugène Teysen  
Chief Executive Officer of Insurance and Bank activities in Belgium
Véronique Weill  
Group Executive Vice-President IT & Operational Excellence

SUBSIDIARIES

AXAs principal subsidiaries, whether publicly traded or not, are generally governed by:
• a board of directors whose membership includes independent or non-executive directors; and
• various board committees including a compensation committee and an audit committee, whose membership includes
independent or non-executive directors.

Over the past years, AXA initiated a process designed to harmonize corporate governance standards throughout the Group. This
effort is focused, among other matters, on standardizing, to the extent practicable, principles relating to a number of corporate

138        2008 ANNUAL REPORT

governance matters including board composition and size, directors' independence criteria, Board Committees' and their roles,
and directors' fees.

The Group Governance Standards require the Boards of AXA's principal subsidiaries to establish an Audit Committee and a
Compensation Committee in addition to any other Board committees that they consider necessary or appropriate for their specific
businesses. The role, duties, and composition of these Committees (including the requirements for participation of independent
directors) are specified in a detailed Audit Committee Standard and Compensation Committee Standard. The Audit Committee
Standard requires the Company's Audit Committee to be composed entirely of independent directors and the Audit Committee's
of Group subsidiaries to have a significant component of independent directors in order to ensure that this Committee is strongly
independent towards the management given its critical role in reviewing financial results and other financial information prepared
by management, financial reporting and control processes, critical accounting policies, particular accounting issues, key risks
and systems of internal control, fraud and similar issues. In addition, the Group's Compensation Committee Standard requires
that the Compensation Committee have a minimum of one independent director to ensure a level of independent review and
judgment on all senior executive compensation matters.

139

EMPLOYEES

The table below sets forth the number of salaried employees of the AXA Group over the past three years broken down by line
of business and geographic region:

SALARIED EMPLOYEES

(FULLTIME EQUIVALENT)   At December 31,
2006		   At December 31,
2007		   At January 1,
2008 (a)		   At December 31,
2008
Insurance   84,503   87,083   92,534   92,939
- France(b)   15,310   15,580   15,580   15,694
- United States   6,090   6,011   6,011   5,538
- Japan   3,307   3,441   3,441   3,553
- United Kingdom (d)   14,884   15,425   16,248   16,652
- Germany   10,825   10,625   10,625   10,197
- Switzerland   5,751   5,237   4,047   4,075
- Belgium (including AXA Bank Europe)(c)   5,981   5,762   5,762   5,541
- Mediterranean and Latin American Region   7,205   7,544   13,157   13,066
-Other countries   9,121   10,580   10,785   10,848
Of which Australia/New Zealand   2,530   3,029   3,218   3,028
Of which Hong Kong   1,598   1,376   1,376   1,611
Of which Canada   2,182   2,207   2,207   2,214
Of which the Netherlands   1,022   -   -   -
Of which Luxembourg   170   181   181   195
Of which Singapore   347   423   439   462
Of which Indonesia   362   305   305   336
Of which South Korea   -   1,464   1,464   1,484
Of which Malaysia   -   338   338   361
Of which Central and Eastern Europe   910   1,257   1,257   1,157
- International Insurance   6,029   6,878   6,878   7,775
AXA Corporate Solutions Assurance   1,171   1,198   1,198   1,232
AXA Cessions   122   130   130   140
AXA Assistance   4,239   5,084   5,084   5,986
Other international activities   497   466   466   417
Asset management   7,586   8,523   8,523   8,015
- AllianceBernstein   4,932   5,604   5,604   5,016
-AXA Investment Managers   2,654   2,919   2,919   2,999
Banking (excluding AXA Bank Europe)(c)   625   675   675   635
- France   547   596   596   556
- Switzerland   -   -   -   23
- Germany   78   79   79   56
Services Group   646   681   538   566
AXA Technology, AXA Consulting, AXA Group
Solutions, AXA Business Services and e-business		   2,649
   6,572   6,715   7,149
TOTAL   96,009   103,534   108,985   109,304
Employees of non-consolidated companies or companies accounted for using the equity method are not included in the above table. Employees of companies
proportionally consolidated are included, pro-rata, in accordance with the percentage of consolidation.
(a) The employees at January 1, 2008 are restated to be on the same structural basis as December 31, 2008. The main restatements are:
• Transfer of the salaried employees of AXA Group Solutions, included in Services Group in 2007 and independently consolidated in 2008 (143 salaried
employees).
• Acquisition of SINOPRO Securities Investment Consulting Enterprise in Singapore (+16 salaried employees).
• Acquisition of SBJ Group in the United Kingdom (+823 salaried employees).
• Acquisition of Genesys in Australia (+189 salaried employees).
• In the Mediterranean and Latin American Region: acquisition of Seguros ING (+4,927 salaried employees), consolidation of the Gulf Region (+628 salaried
employees) and a new distribution network, Direct Italy (+58 salaried employees).
• In Switzerland: change to an independent sales organization for exclusive agents (-1,326 salaried employees), and change of methodology for apprentices
(+136 salaried employees).
(b) A portion of the employees of AXA' s French affiliates are included in GlEs. In addition, the employees included in insurance and financial services activities
in France are included in the "cadre de convention" of 4 not consolidated "mutuelles".
(c)  Employees of AXA Belgium provide services in common for both the insurance activities and the bank activities. Consequently, split is not available.
(d)  Including Ireland.

140        2008 ANNUAL REPORT

3.2 FULL DISCLOSURE ON EXECUTIVE COMPENSATION AND SHARE OWNERSHIP

EXECUTIVE COMPENSATION AND SUPERVISORY BOARD MEMBERS FEES

Compensation of the Management Board and the Executive Committee members

The general principles of AXA's executive compensation policy are regularly presented to the Compensation Committee of the
AXA Supervisory Board. This policy applies to all executive officers of the Group and is adapted to local regulations under the
supervision of the Boards of Directors and compensation committees of the Company's subsidiaries. The effective application
of these principles is regularly reviewed by the Compensation Committee of AXA.

The executive compensation policy is designed to:
•   attract, retain and motivate the best talents,
•   drive superior performance,
•   align compensation levels with business performance.

It follows 3 guiding principles:
•   compensation competitiveness on international markets,
•   internal equity, based on individual and collective performance,
•   financial ability to pay.

Executive compensation is therefore structured so as to foster and reward performance:
•   both at individual level and collective level (local business entity and AXA Group),
•   both with a short-term, medium-term and long-term focus.

Individual
Competencies		   Individual
Performance		   Entity
Performance		   AXA Group
Performance		   AXA Share
Performance		                    
                                Stock
options		    
                            Performance
Units/Shares		        
                        Annual
Incentive		            
                    Fixed
Salary		                
                    Present   Short-term
1 year		   Medium-term
2-4 years		   Long-term
4-10 years		   Future

141

Executive cash compensation includes a fixed and a variable component. The fixed component is targeted to fall within the
lower quartile of the market. The variable component is tied, with different weightings according to the level of responsibility, to
AXA's global performance, local entity performance, and the attainment of the executive's individual objectives. The variable
portion is designed to represent the principal component of the executive's annual global compensation such that, in the case of
successful attainment of the objectives, the compensation levels of AXA executives will be in the top two quartiles of the going
market rate.

The compensation of Management Board members is approved by the Supervisory Board, based on the Compensation
Committee's recommendation.

The fixed annual compensation of the Chairman of the Management Board (€500,000), which had not changed since he was
appointed in May 2000, was adjusted to €600,000 effective January 1, 2008.

The variable component of his pay is determined on the basis of a predefined target amount (€2,700,000 in 2008) and includes
two components:
•   Group performance, as measured by underlying earnings per share, P&C revenues, new business value in Life & Savings and
customer scope index,
•   Individual performance, which is evaluated by the Compensation Committee on the basis of specific strategic objectives set
at the beginning of the year.

The proportion linked to the Group results accounts for 60% and the proportion linked to the individual performance for 40% of
the variable remuneration.

The variable compensation amounts awarded to the Chairman of the Management Board since he was appointed demonstrate
the stretched targets and the genuine variability of this pay component:

    Actual   Target   % Target
Variable remuneration for the year 2000 paid in 2001   €1,381,373   €1,750,000   79%
Variable remuneration for the year 2001 paid in 2002   €719,967   €1,750,000   41%
Variable remuneration for the year 2002 paid in 2003   €1,419,277   €2,000,000   71%
Variable remuneration for the year 2003 paid in 2004   €1,824,728   €2,000,000   91%
Variable remuneration for the year 2004 paid in 2005   €2,304,277   €2,000,000   115%
Variable remuneration for the year 2005 paid in 2006   €2,671,626   €2,000,000   134%
Variable remuneration for the year 2006 paid in 2007   €3,045,987   €2,500,000   122%
Variable remuneration for the year 2007 paid in 2008   €2,644,366   €2,500,000   106%
Variable remuneration for the year 2008 paid in 2009   €1,846,304   €2,700,000   68%
"% Target" corresponds to the achievement of performance objectives related to the year.

For other members of the Management Board, the variable remuneration is also determined on the basis of an individually
predefined target amount and includes three factors:
•   Group performance, as measured by the underlying earnings per share, P&C revenues, new business value in Life & Savings
and customer scope index,
•   Performance of the business unit or functional area of responsibility, measured against objectives set at the beginning of the
year,
•  Their individual performance, evaluated on the basis of predetermined strategic objectives.

For Management Board members who have an operational role (A. Bouckaert, C. Condron and F. Pierson), the proportion of
their variable remuneration linked to the Group results accounts for 30%, the proportion linked to their operational entity results
for 40% and the proportion linked to their individual performance for 30%.

For Management Board members who have a functional responsibility (C. Brunet and D. Duverne), the proportion of their variable
remuneration linked to the AXA Group results accounts for 40%, the proportion linked to the performance of their functional area
of responsibility for 30% and the proportion linked to their individual performance for 30%.

The performance of operational entities is determined on the basis of a grid made of the following performance indicators:
•   underlying earnings,
•  technical operating cash flow (Life net inflow),
•   P&C revenues,
•   Life New Business Value,
•  combined ratio,
•  expenses, and
•  customer scope index.

142        2008 ANNUAL REPORT

For each performance indicator that measures both the Group and the operational entities' performance, targets, floors and caps
are defined at the beginning of the year:
•  a target, aligned with the strategic plan, the attainment of which will deliver 100% of the variable component linked to the
indicator,
•   a floor, below which no variable component linked to the indicator will be paid,
•   a cap, from which the variable component linked to the indicator is capped at 150%.
The individual performance is assessed both on the achievement of results for each predetermined strategic objective (the "what"),
and on the demonstrated leadership behaviors (the "how").
The assessment of the leadership behaviors is based on the dimensions of the AXA leadership model:
•   catalyze high performance - Change and Team leadership,
•   build to grow - Strategic vision and Building capability,
•   focus on customers,
•   share to succeed,
•   lead through actions - Results orientation and Living through AXA values.

The variable remuneration paid to other Management Board members has been:

        Variable remuneration for the year 2007   Variable remuneration for the year 2008
        Country   Actual   Target   % Target   Actual   Target   % Target
Alfred Bouckaert  
CEO North, Central
& Eastern Europe
Business Unit
   Belgium   €980,000   €900,000   109%   €750,000   €1,000,000   75%
Claude Brunet  
Chief Operating
Officer
   France   €918,473   €900,000   102%   €793,789   €940,000   84%
Christopher Condron  
President & CEO
AXA Financial Inc.
   USA   €4,566,372   €4,500,000   101%   -   €4,750,000   -
Denis Duverne  
Group Chief
Financial Officer
   France   €1,400,415   €1,250,000   112%   €1,052,337   €1,350,000   78%
François Pierson  
Chairman & CEO
AXA France
   France   €1,180,000   €1,150,000   103%   €988,174   €1,200,000   82%
"% Target" corresponds to the achievement of performance objectives related to the year.

Variable compensation for AXA's Management Board members (including its Chairman) with respect to 2008 was, in the aggregate,
down by 47% as compared to 2007.

In considering variable compensation for 2008 the Compensation Committee and Supervisory Board took into account, in
particular, the following three measures that were included among the 2008 objectives of all Management Board members (i) the
Group's 2008 underlying earnings (€4,044 million down 17% from 2007) which were resilient in a very challenging environment,
(ii) growth in the Group's P&C revenues (+3%), and (iii) the decline in new business value (NBV) of life & savings business written
during 2008 (-43% from 2007). In addition, they considered the decline in the Group's 2008 net income and the lower proposed
dividend payout for 2008. The 2008 variable compensation for (i) Alfred Bouckaert and François Pierson reflects, in particular, the
operational results of the Group companies in their respective zones of responsibility, (ii) Christopher Condron, whose variable
compensation was reduced to zero, reflects the significant losses incurred by the Group's United States life insurance subsidiaries
on secondary guarantees offered on Accumulator variable annuity contracts, (iii) Claude Brunet takes into account, notably, the
successful launch of the AXA trademark repositioning, (iv) Denis Duverne takes into account, notably, the decline in the Group's
2008 adjusted earnings and net income compensated, in part, by strong risk management and effective hedging strategies, and
(v) Henri de Castries reflects all of the foregoing elements as well as the manner in which he managed the Group through the
severe market turbulence and financial crisis of 2008.

The 47% aggregate decrease in variable compensation for AXA's Management Board in 2008 is the largest year-on-year percentage
reduction since the establishment of AXAs Management Board in 1997 and puts the aggregate 2008 variable compensation for
AXAs Management Board at levels more than 35% below the aggregate variable compensation paid to the current members
of AXAs Management Board for 2003 (when the Group's underlying earnings (€2.0 billion) were at a level of less than half the
Group's 2008 underlying earnings and the dividend was at a comparable level to that of 2008).

For the other members of the Executive Committee, the variable component of pay is also determined based on a predefined
individual target amount and depends on Group performance, the performance of their business unit or area of responsibility
and their individual performance.

For Executive Committee members who have an operational responsibility, the proportion of their variable remuneration linked to
the Group results accounts for 20%, the proportion linked to their operational entity's results for 40% and the proportion linked
to their individual performance for 40%.

143

For Executive Committee members who have a functional responsibility, the proportion of their variable remuneration linked to
the Group results accounts for 30%, the proportion linked to the results of their area of responsibility for 30% and the proportion
linked to their individual performance for 40%.

On December 18, 2008, the Supervisory Board decided that the total value of stock options and Performance Shares granted
each year from and after 2009 to each Management Board member shall not exceed 150% of their target total cash remuneration
(fixed + target variable remuneration).

All the tables included in this section comply with the recommendations from AMF, MEDEF and AFEP on executive directors'
compensation and on stock options and performance shares.

All the amounts presented in this Section 3.2 are gross amounts.

For the sake of transparency and to continue with the practice developed for several years, the compensation data for each
member of the AXA Executive Committee are also reported under the same format.

In the tables below, remunerations which are not paid in Euro have been converted on the basis of yearly average exchange rate
for 2008 as follows: EUR/USD 1.470623; EUR/GBP 0.796994; EUR/AUD 1.743740; EUR/CHF 1.586637; EUR/JPY 152.392563;
EUR/HKD 11.454885.

Substantial differences in the tax systems to which AXA's executive officers are subject make meaningful comparisons of the
compensation and benefits they earn difficult. For information, the relevant marginal tax rates are as follows: Australia: 46.50%;
Belgium: 53%; France: 51% (including an additional 11% for social taxes); Germany: 51.52%; Hong-Kong: 17%; Japan: 50%; Spain:
43%; Switzerland (Zurich): 41.40%; the United Kingdom: 40% and the United States (New York): 43.27%.

Summary of remuneration, options and performance shares/units granted to Management Board members

    Year 2007
(Gross amounts in Euro)   Country   Remuneration due in respect of the year   Value of options granted during the year   Value of
performance shares
granted during
the year		   Value of performance units granted during the year   TOTAL
Members of the Management Board
Henri de
Castries		  
Chairman
of the Management
Board
   France   3,291,356   -   -   -   3,291,356
Alfred
Bouckaert		  
CEO North,
Central &
Eastern Europe
Business
Unit
   Belgium   1,760,591   1,276,667   -   548,000   3,585,258
Claude
Brunet		  
Chief Operating
Officer
   France   1,325,136   1,072,400   460,320   -   2,857,856
Christopher
Condron		  
President & CEO
AXA Financial
Inc.
   USA   4,093,814   2,795,198   -   1,199,819   8,088,830
Denis
Duverne		  
Group Chief
Financial Officer
   France   1,870,089   2,042,667   876,800   -   4,789,556
François
Pierson		  
Chairman & CEO
AXA France
   France   1,593,866   1,532,000   657,600   -   3,783,466
TOTAL           13,934,852   8,718,931   1,994,720   1,747,819   26,396,322
At each date of grant, the fair value of stock options and performance shares/units is determined based on IFRS norms. This is an historical value at the date of grant, calculated for accounting purposes as described in the Note 25.3.1 of the 2008 Consolidated Financial Statements included in Part V of the Annual Report. This value does not represent a current market value or other current valuation of these options and performance shares or the actual proceeds if and when the options are exercised or the performance shares are acquired.
On May 10, 2007, the fair value of one option was €6.63 for options without performance condition and €5.89 for options with performance condition, and the fair value of one performance share/unit was €27.40.
On April 1, 2008, the fair value of one option was €3.39 for options without performance condition and €2.89 for options with performance condtion, and the fair value of one performance share/unit was €16.98.

144        2008 ANNUAL REPORT

Year 2008
Remuneration due
in respect
of the year
   Value of options
granted during
the year		   Value of
performance
shares granted
during the year		   Value of
performance
units granted
during the year		   TOTAL
                 
2,537,980


   1,257,100   1,426,320   -   5,221,400
1,859,002


   733,308   -   832,020   3,424,330
1,169,208


   754,260   855,792   -   2,779,260
962,549


   1,579,527   —   1,792,137   4,334,213
1,573,277


   1,005,680   1,141,056   -   3,720,013
1,447,766


   900,922   1,022,196   -   3,370,884
9,549,782


   6,230,797   4,445,364   2,624,157   22,850,100

145

Summary of remuneration, options and performance shares/units granted to Executive Committee members

Year 2007
(Gross amounts in Euro)   Country   Remuneration
due in respect
of the year		   Value
of options
granted
during
the year		   Value of
performance
shares
granted
during
the year		   Value of
performance
units
granted
during
the year		   TOTAL
Members of the Executive Committee
Jean-Raymond
Abat		  
CEO Mediterranean
and Latin
America Region
   Spain   999,714   663,867       284,960   1,948,541
Dominique
Carrel-
Billiard (1) (2)		  
CEO AXA Investment Managers
   France   1,003,600   128,624   118,916   400,000   1,651,140
John Dacey  
CEO Japan-
Asia-Pacific
Region
   France   1,468,675   335,125   191,800   —   1,995,600
Philippe Egger  
CEO Switzerland
   Switzerland   668,398   239,375   -   137,000   1,044,773
Gérald
Harlin (3)		  
Deputy Chief
Financial Officer
Executive VP
Finance &
Control
   France   827,097   359,063   205,500   -   1,391,660
Frank Keuper  
CEO Germany
   Germany   1,207,885   335,125   -   191,800   1,734,810
Gerald
Liebeman		  
COO
AllianceBernstein
   USA   8,627,720   -   -   -   8,627,720
Nicolas
Moreau		  
CEO UK-Ireland
   UK   1,701,291   766,000   -   328,800   2,796,091
Mark Pearson (4)  
CEO Japan
   Japan   793,003   54,897   -   -   847,900
Andrew Penn  
CEO Asia
Pacific Holdings
   Australia   1,214,643   63,833   -   -   1,278,476
Eugène Teysen  
CEO Belgium
   Belgium   963,071   430,875   -   246,600   1,640,546
Véronique
Weill (5)		  
Group Executive
VP IT&
Operational
Excellence
   France   588,557   186,713   172,620       947,890
TOTAL           20,063,654   3,563,496   688,836   1,589,160   25,905,146

(1) The amounts of 400,000 euros reported in 2007 and 500,000 euros reported in 2008 under "Value of performance units granted during the year" correspond
to units of the AXA Investment Managers Long Term Incentive Plan.
(2)  D. Carrel-Billiard has been appointed as member of the Executive Committee from January 1, 2008.
(3) G. Harlin has been appointed as member of the Executive Committee on July 10, 2008.
(4) M. Pearson has been appointed as member of the Executive Committee on July 10, 2008.
(5) V Weill has been appointed as member of the Executive Committee on January 1, 2009.

At each date of grant, the fair value of stock options and performance shares/units is determined based on IFRS norms. This is an historical value at the date of grant, calculated for accounting purposes as described in the Note 25.3.1 of the 2008 Consolidated Financial Statements included in Part V of the Annual Report. This value not represent a current market value or other current valuation of these options and performance shares or the actual proceeds of and
when if and when the options are exercised or ther performance shares are acquired.

On May 10, 2007, the fair value of one option was €6.63 for options without performance condition and €5.89 for options with performance condition, and the fair value of one performance share/unitt €27.40.

On April 1, 2008, the fair value of one option was €3.39 for options without performance condition and €2.89 for options with performance condtion, and
the fair value of one performance share/unit was €16.98.

146        2008 ANNUAL REPORT

Year 2008
  
Remuneration
due in respect
of the year
   Value
of options
granted
during
the year		   Value of
performance
shares
granted
during
the year		   Value of
performance
units
granted
during
the year		   TOTAL  
                   
997,388


   272,372   -   309,036   1,578,796  
1,003,740

   88,642   152,820   500,000   1,745,202  
979,559

   230,468   261,492   -   1,471,519  
713,564
   124,098   -   213,948   1,051,610  
754,184



   141,827   244,512   -   1,140,523  
1,179,707
   209,517   -   237,720   1,626,944  

2,869,356

   -   -   -   2,869,356  
1,208,094

   377,130   -   427,896   2,013,120  
805,659
   27,721   67,920   67,920   969,220  
1,036,299

   52,772   -   -   1,089,071  
758,173
   159,555   -   275,076   1,192,804  
674,420



   97,506   168,102   -   940,028  
12,980,143
   1,781,607   894,846   2,031,596   17,688,192  

147

Summary of Management Board members' remuneration for the year 2008
           
Amounts paid in respect of the year
(Gross amounts in Euro)    Country   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind
Members of the Management Board
Henri de
Castries		  
Chairman of the
Management
Board
   France   600,000   1,846,304   —   87,526   4,150
Alfred
Bouckaert		  
CEO North,
Central &
Eastern Europe
Business Unit
   Belgium   650,000   750,000   —   456,887   2,115
Claude
Brunet		  
Chief Operating
Officer
   France   360,000   793,789   —   11,269   4,150
Christopher
Condron		  
President & CEO
AXA Financial
Inc.
   USA   676,854               285,695
Denis
Duverne		  
Group Chief
Financial Officer
   France   480,000   1,052,337   —   36,790   4,150
François
Pierson		  
Chairman & CEO
AXA France
   France   430,000   988,174   —   17,743   11,849
TOTAL           3,196,854   5,430,604   -   610,215   312,109

 

Summary of Management Board members' remuneration for the year 2007
       
Amounts paid in respect of the year
(Gross amounts in Euro)   Country   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind
Members of the Management Board
Henri de
Castries		  
Chairman of the Management Board
   France   500,000   2,644,366   —   142,840   4,150
Alfred
Bouckaert		  
CEO North,
Central &
Eastern Europe
Business Unit
   Belgium   600,000   980,000       178,517   2,074
Claude Brunet  
Chief Operating
Officer
   France   350,000   918,473   —   52,513   4,150
Christopher
Condron		  
President & CEO
AXA Financial
Inc.
   USA   730,000   3,105,060   —   —   258,754
Denis
Duverne		  
Group Chief
Financial Officer
   France   430,000   1,400,415   —   35,524   4,150
François
Pierson		  
Chairman & CEO
AXA France
   France   400,000   1,180,000   —   —   13,866
TOTAL           3,010,000   10,228,314   -   409,394   287,144

148        2008 ANNUAL REPORT

   
Amounts paid during the year
TOTAL
   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind		   TOTAL
                         
2,537,980


   600,000   2,593,190   —   87,526   4,150   3,284,866
1,859,002



   650,000   818,385   —   456,887   2,115   1,927,387
1,169,208


   360,000   890,599   —   11,269   4,150   1,266,018
962,549

   676,854   3,105,060   —   —   285,695   4,067,609
1,573,277

   480,000   1,411,348   —   36,790   4,150   1,932,288
1,447,766

   430,000   1,181,916   —   17,743   11,849   1,641,508
9,549,782
   3,196,854   10,000,498   -   610,215   312,109   14,119,676

 

   
Amounts paid during the year
TOTAL
   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind		   TOTAL
                         
3,291,356


   500,000   3,045,987   —   142,840   4,150   3,692,977
1,760,591



   600,000   777,293   —   178,517   2,074   1,557,884
1,325,136

   350,000   929,443   —   52,513   4,150   1,336,106
4,093,814


   730,000   3,358,000   —   —   258,754   4,346,754
1,870,089


   430,000   1,427,388   —   35,524   4,150   1,897,062
1,593,866


   400,000   1,299,266   —   —   13,866   1,713,132
13,934,852
   3,010,000   10,837,377   -   409,394   287,144   14,543,915

149

Board fees paid for board membership in AXA Group companies or in external companies when representing AXA, are deducted
by 70% from the variable remuneration of the same year.

The only "Benefits in kind" for H. de Castries, A. Bouckaert, C. Brunet and D. Duverne are a company car.

In addition, C. Condron benefits from a credit of flight hours from use of a private jet and F. Pierson benefits from airplane tickets
between Paris and his domicile in Marseille.

Summary of Executive Committee members' remuneration for the year 2008

       
 Amounts paid in respect of the year
(Gross amounts Euro)       Country   Fixed
remuneration		   Variable
remuneration  		  Exceptional
remuneration 		  Board
fees		   Benefits
in kind
Members of the Executive Committee
Jean-Raymond
Abat (a)		  
CEO
Mediterranean
and Latin
America Region
   Spain   330,000   538,015   -   73,962   55,411
Dominique
Carrel-Billiard		  
CEO AXA
Investment
Managers
   France   250,000   750,000   —   —   3,740
John
Dacey (b)		  
CEO Japan-
Asia-Pacific
Region
   France   397,599   560,000   —   —   21,960
Philippe
Egger		  
CEO Switzerland
   Switzerland   283,619   420,076   -   9,869   -
Gérald
Harlin		  
Deputy Chief
Financial
OfficerExecutive
VP Finance &
Control
   France   275,000   462,635   -   11,269   5,280
Frank Keuper  
CEO Germany
   Germany   500,000   550,000   -   115,317   14,390
Gerald
Lieberman		  
COO
AllianceBernstein
   USA   135,997   2,458,822   -   -   274,537
Nicolas
Moreau (c)		  
CEO UK-Ireland
   UK   399,940   775,413   -   -   32,741
Mark
Pearson (d)		  
CEO Japan
   Japan   303,917   282,940   -   -   218,802
Andrew
Penn		  
CEO Asia Pacific
Holdings
   Australia   639,614   346,620   -   -   50,065
Eugène
Teysen		  
CEO Belgium
   Belgium   400,000   355,000   -   -   3,173
Véronique
Weill		  
Group Executive
VP IT&
Operational
Excellence
   France   250,000   420,540           3,880
TOTAL           4,165,686   7,920,061   -   210,417   683,979
(a) Compensation and benefits in kind paid to J.R. Abat include benefits paid in respect of his expatriate status in Spain.
(b) Compensation and benefits in kind paid to J. Dacey include benefits paid in respect of his expatriate status in France.
(c) Compensation and benefits in kind paid to N. Moreau include benefits paid in respect of his expatriate status in the UK.
(d) Compensation and benefits in kind paid to M. Pearson include benefits paid in respect of his expatriate status in Hong-Kong, then in Japan.

150        2008 ANNUAL REPORT

   
Amounts paid during the year
TOTAL   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind		   TOTAL
                         
997,388



   330,000   612,253   -   73,962   55,411   1,071,626
1,003,740


   250,000   831,766   —   —   3,740   1,085,506
979,559


   397,599   574,333   —   —   21,960   993,892
713,564

   283,619   424,798   -   9,869   -   718,286
754,184




   275,000   539,168   -   11,269   5,280   830,717
1,179,707   500,000   720,000   -   115,317   14,390   1,349,707
2,869,356

   135,997   2,458,822   -   -   274,537   2,869,356
1,208,094

   399,940   878,300   -   -   32,741   1,310,981
805,659

   303,917   331,736   -   -   218,802   854,455
1,036,299

   639,614   630,828   -   -   50,065   1,320,507
758,173

   400,000   681,698   -   -   3,173   1,084,871
674,420



   250,000   385,736   -   -   3,880   639,616
12,980,143   4,165,686   9,069,438       210,417   683,979   14,129,520

151

Summary of Executive Committee members' remuneration for the year 2007

         
Amounts paid in respect of the year
 (Gross amounts Euro)   Country   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind
Members of the Executive Committee
Jean-Raymond
Abat (a)		  
CEO
Mediterranean
and Latin
America Region
   Spain   300,000   612,253   -   51,454   36,007
Dominique
Carrel-Billiard		  
CEO AXA
Investment
Managers
   France   250,000   750,000   —   —   3,600
John
Dacey (b)		  
CEO Japan-
Asia-Pacific
Region
   France   365,532   1,093,723   —   —   9,420
Philippe
Egger		  
CEO Switzerland
   Switzerland   243,600   424,798   -   -   -
Gérald
Harlin		  
Deputy Chief
Financial
OfficerExecutive
VP Finance &
Control
   France   250,000   532,515   -   39,463   5,119
Frank Keuper  
CEO Germany
   Germany   450,000   720,000   -   24,682   13,203
Gerald
Lieberman		  
COO
AllianceBernstein
   USA   146,000   8,336,600   -   -   145,120
Nicolas
Moreau (c)		  
CEO UK-Ireland
   UK   438,300   1,022,700   -   -   240,291
Mark
Pearson (d)		  
CEO Japan
   Hong Kong   180,536   331,736   -   -   280,731
Andrew
Penn		  
CEO Asia Pacific
Holdings
   Australia   551,135   630,828   -   -   32,680
Eugène
Teysen		  
CEO Belgium
   Belgium   400,000   560,000   -   -   3,071
Véronique
Weill		  
Group Executive
VP IT&
Operational
Excellence
   France   200,000   385,000   -   -   3,557
TOTAL           3,775,103   15,400,153   -   115,599   772,799
(a) Compensation and benefits in kind paid to J.R. Abat include benefits paid in respect of his expatriate status in Spain.
(b) Compensation and benefits in kind paid to J. Dacey include benefits paid in respect of his expatriate status in France.
(c) Compensation and benefits in kind paid to N. Moreau include benefits paid in respect of his expatriate status in the UK.
(d) Compensation and benefits in kind paid to M. Pearson include benefits paid in respect of his expatriate status in Hong-Kong, then in Japan.

152        2008 ANNUAL REPORT

   
Amounts paid during the year
TOTAL
   Fixed
remuneration		   Variable
remuneration		   Exceptional
remuneration		   Board
fees		   Benefits
in kind		   TOTAL
                         
999,714



   300,000   523,334   -   51,454   36,007   910,795
1,003,600


   250,000   510,487   —   —   3,600   764,087
1,468,675


   365,532   684,348   —   —   9,420   1,059,300
668,398

   243,600   14,616   -   -   -   258,216
827,097




   250,000   505,232   -   39,463   5,119   799,814
1,207,885
   450,000   -   -   24,682   13,203   487,885
8,627,720

   146,000   8,336,600   -   -   145,120   8,627,720
1,701,291

   438,300   1,183,877   -   -   240,291   1,862,468
793,003

   180,536   216,180   -   -   280,731   677,447
1,214,643

   551,135   427,700   -   -   32,680   1,011,515
963,071

   400,000   467,551   -   -   3,071   870,622
588,557



   200,000   218,032   -   -   3,557   421,589
20,063,654
   3,775,103   13,087,957   -   115,599   772,799   17,751,458

153

Supervisory Board members fees

Directors' fees paid to Supervisory Board members

The members of the Supervisory Board, except for its Chairman, do not receive compensation from the Company, with the
exception of a fee for attending meetings. The amount of directors' fees paid to AXA's Supervisory Board members is indicated
in the table below.

(Gross amounts, in Euro)   Directors' fees earned in 2009
for 2008		   Directors' fees earned in 2008
for 2007
Current members of the Supervisory Board        
Jacques de Chateauvieux - Chairman (a) (b)   134,609.54   55,031.00
Léo Apotheker   49,962.56   51,895.00
Ms. Wendy Cooper (c)   41,717.31   -
Norbert Dentressangle (d)   100,170.65   50,231.00
Jean-Martin Folz   73,717.74   43,652.67
Jean-René Fourtou (a)   81,563.27   100,558.00
Anthony Hamilton   122,324.31   112,631.00
Henri Lachmann   85,421.08   85,431.00
François Martineau (e)   41,717.31   -
Gérard Mestrallet   52,801.27   56,679.00
Giuseppe Mussari   46,053.00   30,836.67
Michel Pébereau   70,879.03   61,463.00
Mrs. Dominique Reiniche   46,750.00   47,047.00
Ezra Suleiman   95,356.57   101,431.00
Former members of the Supervisory Board   -   -
Claude Bébéar (b)   40,568.84   132,462.00
David Dautresme   -   65,810.33
Henri Hottinguer   -   38,610.33
Jacques Tabourot   16,387.53   66,231.00
TOTAL   1,100,000.00   1,100,000.00

(a) On February 27, 2008, J.-R. Fourtou resigned as Vice-Chairman of the Supervisory Board and was replaced by J. de Chateauvieux with immediate effect.
(b) On April 22, 2008, J. de Chateauvieux was appointed Chairman of the Supervisory Board replacing C. Bébéar whose term of office had expired.
(c) Appointed by the Annual Meeting of Shareholders on April 22, 2008 replacing J. Tabourot whose term of office had expired.
(d) On April 22, 2008, N. Dentressangle was appointed Vice-Chairman of the Supervisory Board replacing J. de Chateauvieux.
(e) Appointed by the Annual Meeting of Shareholders on April 22, 2008 replacing C. Bébéar whose term of office had expired.

The overall amount of directors' fees to be paid is determined by the shareholders, in accordance with applicable laws, and apportioned by the Supervisory Board to its members in accordance with its Rules of Procedure:
•   half of the amount of directors' fees is distributed evenly among members of the Supervisory Board as a fixed component, with the Chairman and Vice-Chairman each receiving a double fee;
•   a portion of the remainder is distributed among members of the Supervisory Board in proportion to their actual attendance at the meetings of the Supervisory Board, with the Chairman and Vice-Chairman each receiving a double fee;
•   the remainder is allocated by the Supervisory Board to the various specialized Committees and distributed among their members
in proportion to their actual attendance at Committee meetings, with the Chairmen of Committees receiving a double fee.

Due to the importance of their role and the significant demand on their time, members of the Audit Committee receive a higher proportion of directors' fees.

In addition of its directors' fees, Mr. Jacques de Chateauvieux receives as Chairman of the Supervisory Board an annual gross
remuneration of €230,000.

154        2008 ANNUAL REPORT

STOCK OPTIONS

Since 1989, AXA has promoted a stock options program, for its directors, officers and employees in France and abroad, aimed
at rewarding their performance and aligning their interests with those of the Group by linking them to AXA's stock performance
over the long term.

Within the global cap authorized by the Shareholders, the Supervisory Board approves all stock options programs prior to their
implementation.

To date, AXA has opted to grant subscription options, with the exception of options granted until 2005 to certain employees of
AXA Financial, which consisted of purchase options on ADRs.

Stock options are valid for a period of 10 years. They are granted at market value, with no discount, and become exercisable
upon vesting, generally in thirds between 2 and 4 years following the grant date.

Annual grants are made during the first quarter of the year, generally 20 trading days after the date annual consolidated earnings
are released. As such in 2008, the annual consolidated earnings were released on February 28, 2008 and the options grant took
place on April 1, 2008. The strike price was equal to the average of the stock price during the 20 trading days before the grant
date.

Options may be granted during the year in the United States to newly-hired or newly-promoted employees or when the performance
measures that give rise to option grants are available after the first quarter of the year.

Each year, the Management Board proposes for the Supervisory Board's approval a global option pool to grant. The pool of
options allocated to each business unit is essentially determined on the basis of their contribution to the Group financial results
during the previous year.

Beneficiaries are identified among the Group and business units executive population, technical experts and employees holding
key positions within the organization. Selection criteria and individual option grants take into account:

• importance of the job  
=> role
• importance of the individual within the job  
=> retention
• importance of the individual in the future  
=> potential
• quality of the individual contribution  
=> performance

Individual option grants recommendations are made by the CEOs of the business units and by the Group functional department
heads. Recommendations are reviewed by the Management Board to ensure coherence and fairness. Individual options grants
are then decided by the Management Board, although grants to members of the Management Board are approved by the
Supervisory Board, acting on the recommendation of its Compensation Committee.

Since 2006, options granted to Management Board and Executive Committee members, and since 2007 with respect to any
beneficiary receiving a minimum of 5,000 options, are associated with a performance condition: the last tranche, i.e. 1/3 of the
options granted, will be exercisable only if at any of the fourth to tenth anniversary date of the grant, the AXA share performed at
least as well as the DowJones Europe Stoxx Insurance index.

If the performance condition has not been met at the expiry date of the options, the last tranche of options will be automatically
cancelled.

The Supervisory Board, acting on the recommendation of its Compensation Committee, decided on December 18, 2008 that:
•   all options granted to Management Board members from 2009 onwards will be subject to this performance condition measured
either since the initial grant date or over the last three year period;
•   the total number of options granted to the six Management Board members each year from 2009 onwards may not exceed
20% of the aggregate number of options granted to all beneficiaries during the same year.

In 2008, AXA stock options were granted as follows:
•   9,176,347 subscription options at a weighted average price of €21.50 granted to 5,428 employees, representing 0.43% of the
share capital as of December 31, 2008;
•   10,650 purchase options on ADRs granted by AXA Financial at a price of $36.11 to 10 beneficiaries in the United States.

The portion of options granted in 2008 to the six members of the Management Board represents 21% of the total number of
options granted.

155

As of December 31, 2008, 8,787 AXA employees own 80,226,817 outstanding subscription options, representing 3.84% of the
share capital on the same date (disregarding the dilution related to the exercise of these options), and 1,615 employees in the
United States own 12,271,049 outstanding purchase options on ADRs, representing 0.58% of the share capital.

On the basis of the AXA share price on December 31, 2008, i.e. €15.85, only 5,974,052 subscription options are in the money,
i.e. 7% of the outstanding subscription options.

Stock options plans summary

Date of the Shareholders' meeting   28/05/1997 (b)   26/05/1999 (b)   12/05/1997
Date of the Management Board   26/05/1999 (b)   26/05/1999 (b)   09/06/1999
Total number of beneficiaries   1   1   168
Total number (a) of shares to be subscribed,
from which to be subscribed by:
Directors: Henri de Castries
Alfred Bouckaert
Claude Brunet
Christopher Condron
Denis Duverne
François Pierson
Wendy Cooper
The first 10 employees beneficiaries		  
682,888
-
-
-
-
-
-
-
-
   479,243
-
-
-
-
-
-
-
-		   3,219,178
-
-
-
-
-
-
-
603,918
Start date of exercise   26/05/2001   26/05/2001   09/06/2001
Expiry date of options   26/05/2009   26/05/2009   09/06/2009
Subscription price of options (a)   23.91   23.91   27.52
Exercise schedule of options   25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y		   25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y		   25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y
Number of options exercised at 31/12/08   -   -   491,814
Options cancelled at 31/12/08   -   -   1,040,007
Options outstanding at 31/12/08   682,888   479,243   1,687,357
Date of the Shareholders' meeting   09/05/2001   26/05/1999 (b)   09/05/2001
Date of the Management Board   09/05/2001   30/05/2001 (b)   27/02/2002
Total number of beneficiaries   1,419   1   1,655
Total number (a) of shares to be subscribed,
from which to be subscribed by:
Directors: Henri de Castries
Alfred Bouckaert
Claude Brunet
Christopher Condron
Denis Duverne
François Pierson
Wendy Cooper
The first 10 employees beneficiaries		  
10,066,038
923,738
123,165
102,638
-
205,275
82,110
-
763,625		  
871,6008
-
-
-
-
-
-
-
-		  
10,075,899
821,100
123,165
225,803
-
225,803
307,91
-
824,183
Start date of exercise   09/05/2003   30/05/2003   27/02/2004
Expiry date of options   09/05/2011   30/05/2011   27/02/2012
Subscription price of options (a)   31.49   33.37   20.45
Exercise schedule of options   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y
Number of options exercised at 31/12/08   92,377   -   2,606,652
Options cancelled at 31/12/08   2,674,408   -   1,366,189
Options outstanding at 31/12/08   7,299,253   871,600   6,103,058
(a) Numbers of options and exercise prices have been adjusted, pursuant to applicable regulation, as a result of operations on the AXA stock.
(b) Options that were initially granted by FINAXA that merged into AXA on December 16, 2005.

156        2008 ANNUAL REPORT

05/05/1999
   05/05/1999   05/05/1999   26/05/19991(b)   05/05/1999   05/05/1999
09/06/1999
   18/11/1999   05/07/2000   05/07/2000(b)   12/07/2000   13/11/2000
180
   91   889   5   113   98

4,328,985
416,495
62,473
-
-
83,300
83,300
2,081
638,078
  
472,601
-
-
-
-
-
-
-
150,672		  
7,786,291
307,913
102,638
-
-
123,165
61,583
2,053
656,884		  
794,123
290,535
-
-
-
-
-
-
-		  
282,637
-
-
-
-
-
-
-
156,431		  
299,702
-
-
-
-
-
-
-
53,832
09/06/2001
   18/11/2001   05/07/2002   05/07/2002   12/07/2002   13/11/2002
09/06/2009
   18/11/2009   05/07/2010   05/07/2010   12/07/2010   13/11/2010
27.52
   31.45   39.91   42.29   40.01   37.74
25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y
   25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y		  
33% after 2 y
66% after 3 y
100% after 4 y		  
33% after 2 y
66% after 3 y
100% after 4 y		   25% after 2 y
50% after 3 y
75% after 4 y
100% after 5 y		  
33% after 2 y
66% after 3 y
100% after 4 y
315,570
   4,996   -   -   -   -
1,220,298
   269,390   2,723,786   251,796   176,131   75,802
2,793,117
   198,215   5,062,505   542,327   106,506   223,900

 

09/05/2001
   03/05/2002   30/05/2001(b)   03/05/2002   21/05/20021(b)   03/05/2002
14/03/2003
   14/03/2003   02/04/20031(b)   26/03/2004   14/04/20041(b)   29/03/2005
1,721
   229   3   2,186   1   2,132

8,206,592
-
-
-
-
-
461,869
-
744,127
  
2,904,151
923,738
143,692
282,254
-
384,891
-
-
658,936		  
1,781,935
-
-
-
-
-
-
-
-		  
10,478,765
868,083
138,893
238,723
-
338,552
390,637
-
945,827		  
484,222
-
-
-
-
-
-
-
-		  
8,644,096
765,955
114,893
210,638 321,701
344,680 792,763
14/03/2005
   14/03/2005   02/04/2005   26/03/2006   14/04/2006   29/03/2007
14/03/2013
   14/03/2013   02/04/2013   26/03/2014   14/04/2014   29/03/2015
10.73
   10.73   12.11   17.31   15.37   20.18
33% after 2 y
66% after 3 y
100% after 4 y
   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y
4,119,417
   1,846,242   547,589   1,344,172   -   320,428
781,693
   126,501   -   923,802   -   694,231
3,305,482
   931,408   1,234,346   8,210,791   484,222   7,629,437

 

157

Date of the Shareholders' meeting   03/05/2002   03/05/2002   03/05/2002
Date of the Management Board   29/03/2005   06/06/2005   27/06/2005
Total number of beneficiaries   774   5   238
Total number (a) of shares to be subscribed,
from which to be subscribed by :
Directors: Henri de Castries
Alfred Bouckaert
Claude Brunet
Christopher Condron
Denis Duverne
François Pierson
Wendy Cooper
The first 10 employees beneficiaries		  
3,608,908
-
-
-
485,356
-
-
11,648
630,959		  


16,575
-
-
-
-
-
-
-
-

  
235,108
-
-
-
-
-
-
-
8,119
Start date of exercise   29/03/2007   06/06/2007   27/06/2007
Expiry date of options   29/03/2015   06/06/2015   27/06/2015
Subscription price of options (a)   20.44   19.48   19.79
Exercise schedule of options   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y
Number of options exercised at 31/12/08   114,178   -   2,118
Options cancelled at 31/12/08   387,033   3,218   10,379
Options outstanding at 31/12/08   3,107,697   13,357   222,611

 

Date of the Shareholder meeting   20/04/2005   20/04/2005   20/04/2005
Date of the Management Board   25/09/06   13/11/06   10/05/07
Total number of beneficiaries   29   5   2,866
Total number (a) of shares to be subscribed,
from which to be subscribed by :
Directors : Henri de Castries
Alfred Bouckaert
Claude Brunet
Christopher Condron
Denis Duverne
François Pierson
Wendy Cooper
The first 10 employees beneficiaries		  
22,257
-
-
-
-
-
-

15,796		  


7,233
-
-
-
-
-
-
-
-

  
6,656,555
-
200,000
168,000
-
320,000
240,000
-
630,500
Start date of exercise   25/09/2010   13/11/2010   10/05/2009
Expiry date of options   25/09/2016   13/11/2016   10/05/2017
Subscription price of options (a)   28.71   30.31   33.75
Exercise schedule of options   100% after 4 y   100% after 4 y   33% after 2 y
66% after 3 y
100% after 4 y
Number of options exercised at 31/12/08   -   -   -
Options cancelled at 31/12/08   260   -   235,456
Options outstanding at 31/12/08   21,997   7,233   6,421,099
(a) Numbers of options and exercise prices have been adjusted, pursuant to applicable regulation, as a result of operations on the AXA stock.
(b) Options that were initially granted by FINAXA that merged into AXA on December 16, 2005.

 

158        2008 ANNUAL REPORT

03/05/2002
   20/04/2005   20/04/2005   20/04/2005   20/04/2005   20/04/2005
01/07/2005
   21/09/2005   31/03/2006   31/03/2006   31/03/2006   25/09/2006
1
   6   2,418   861   1,002   10

24,442
-
-
-
-
-
-
-
-
-
  
111,715
-
-
-
-
-
-
-
-		  
7,446,718
571,913
147,063
196,085
-
318,637
318,63
-
811,147		  
2,702,580
-
-
-
592,713
-
-
6,482
640,865		  
1,194,073
-
-
-
-
-
-
-
222,166		  
52,451
-
-
-
-
-
-
-
52,451
01/07/2007
   21/09/2007   31/03/2008   31/03/2008   31/03/2010   25/09/2008
01/07/2015
   21/09/2015   31/03/2016   31/03/2016   31/03/2016   25/09/2016
20.40
   21.48   28.43   28.61   28.61   28.71
33% after 2 y
66% after 3 y
100% after 4 y
   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		   100% after 4 y   33% after 2 y
66% after 3 y
100% after 4 y
-
   -   2,809   -   -   -
-
   49,213   546,231   152,783   90,984   -
24,442
   62,502   6,897,678   2,549,797   1,103,089   52,451
20/04/2005
   20/04/2005   20/04/2005   20/04/2005   20/04/2005   20/04/2005
10/05/2007
   10/05/2007   24/09/2007   24/09/2007   19/11/2007   19/11/2007
876
   1,163   4   16   2   6

1,772,400
-
-
-
437,890
-
-
4,926
240,289
  


1,280,987
-
-
-
-
-
-
-
277,251

  
10,427
-
-
-
-
-
-
-
-		  
12,281
-
-
-
-
-
-
-
8,687		  


4,577
-
-
-
-
-
-
-
-

  
8,007
-
-
-
-
-
-
-
-
10/05/2009
   10/05/2011   24/09/2009   24/09/2011   19/11/2009   19/11/2011
10/05/2017
   10/05/2017   24/09/2017   24/09/2017   19/11/2017   19/11/2017
34.61
   34.61   30.45   30.45   29.23   29.23
33% after 2 y
66% after 3 y
100% after 4 y
  

100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		  

100% after 4 y		   33% after 2 y
66% after 3 y
100% after 4 y		  

100% after 4 y
-
   -   -   -   -   -
68,479
   121,215   -   599   -   -
1,703,921
   1,159,772   10,427   11,682   4,577   8,007

159

Date of the Shareholders' meeting   20/04/2005   20/04/2005   22/04/2008
Date of the Management Board   01/04/2008   01/04/2008   19/05/2008
Total number of beneficiaries   4 339   1 027   2
Total number (a) of shares to be subscribed,
from which to be subscribed by :
Directors : Henri de Castries
Alfred Bouckaert
Claude Brunet
Christopher Condron
Denis Duverne
François Pierson
Wendy Cooper
The first 10 employees beneficiaries		  
7,864,067
390,000
227,500
234,000
490,029
312,000
279,500
4,749
578,075		  
1,211,277
-
-
-
-
-
-

259,627		  
5,861
-
-
-
-
-
-
-
-
Start date of exercise   01/04/2010   01/04/2012   19/05/2010
Expiry date of options   01/04/2018   01/04/2018   19/05/2018
Subscription price of options (a)   21.51   21.51   23.99
Exercise schedule of options   33% after 2 y
66% after 3 y
100% after 4 y		   100% after 4 y   33% after 2 y
66% after 3 y
100% after 4 y
Number of options exercised at 31/12/2008   -   -   -
Options cancelled at 31/12/2008   66,332   111,192   -
Options outstanding at 31/12/2008   7,797,735   1,100,085   5,861

(a) Numbers of options and exercise prices have been adjusted, pursuant to applicable regulation, as a result of operations on the AXA stock.
(b) Options that were initially granted by FINAXA that merged into AXA on December 16, 2005.

In the table above all dates that are indicated shall read day/month/year.

160        2008 ANNUAL REPORT

22/04/2008   22/04/2008   22/04/2008   22/04/2008  
19/05/2008   22/09/2008   22/09/2008   24/11/2008  
10   3   40   7  

12,065
-
-
-
-
-
-
-
12,065		  
18,671
-
-
-
-
-
-
-
-
  

45,812
-
-
-
-
-
-
-
20,740		  
18,594
-
-
-
-
-
-
-
- 		 
19/05/2012   22/09/2010   22/09/2012   24/11/2012  
19/05/2018   22/09/2018   22/09/2018   24/11/2018  
23.99   21.71   21.71   14.23  
100% after 4 y   33% after 2 y
66% after 3 y
100% after 4 y		   100% after 4 y   100% after 4 y  
-   -   -   -  
-   -   -   -  
12,065   18,671   45,812   18,594  

161

Stock options granted to corporate bodies' members during 2008

Members of the
Management Board		   Plan
date		   Nature
of options		   Value of
options
€		   Number
options
granted
during the
year		   %of
capital		   Exercise
price
€		   Exercise
period		   Performance
conditions
Henri de
Castries		   Chairman
of the Management
Board

   01/04/2018   subscription   1,257,100   390,000   0.019%   21.51   01/04/2010-
01/04/2018		   1/3 of
options
EuroStoxx
Insurance
index
Alfred
Bouckaert		   CEO North,
Central
& Eastern
Europe
Business
Unit		   01/04/2018   subscription   733,308   227,500   0.011%   21.51   01/04/2010-
01/04/2018		   1/3 of
options:
EuroStoxx
Insurance
index
Claude
Brunet		   Chief
Operating
Officer		   01/04/2018   subscription   754,260   234,000   0.011%   21.51   01/04/2010-
01/04/2018		   1/3 of
options:
EuroStoxx
Insurance
index
Christopher
Condron		   President
&CEO
AXA
Financial Inc.		   01/04/2018   subscription   1,579,527   490,029   0.023%   21.51   01/04/2010-
01/04/2018		   1/3 of
options:
EuroStoxx
Insurance
index
Denis
Duverne		   Group
Chief
Financial
Officer		   01/04/2018   subscription   1,005,680   312,000   0.015%   21.51   01/04/2010-
01/04/2018		   1/3 of
options:
EuroStoxx
Insurance
index
François
Pierson		   Chairman
& CEO
AXA France		   01/04/2018   subscription   900,922   279,500   0.013%   21.51   01/04/2010-
01/04/2018		   1/3 of
options:
EuroStoxx
Insurance
index

 

Members of the
Supervisory Board		   Plan
date		   Nature
of options		   Value of
options
€		   Number
options
granted
during the
year		   %of
capital		   Exercise
price
€		   Exercise
period		   Performance
conditions
Wendy
Cooper		  
Representative
of employees
shareholders
at the Supervisory
Board
   01/04/2018   subscription   15,308   4,749   0,000%   21.51   01/04/2010-
01/04/2018		   -

In the table above all dates that are indicated shall read day/month/year.

The fair value of stock options is determined based on IFRS norms. This is an historical value at the date of grant, calculated for
accounting purposes as described in Note 25.3.1 to the 2008 Consolidated Financial Statements included in Part V of this Annual
Report. This value does not represent a current market value or other current valuation of these options or the actual proceeds
if and when the options are exercised.

162        2008 ANNUAL REPORT

Stock options exercised by corporate bodies' members during 2008

    AXA options   ADR AXA options
Members of the
Management Board		   Date
of grant		   Number
options
exercised
during the
year		   Exercise
price
€		   Date of
exercise		   Date
of grant		   Number
options
exercised
during the
year		   Exercise
price
$		   Date of
exercise
Henri de
Castries		  
Chairman
of the
Management
Board
   14/03/2003   12,229   10.73   15/12/2008   17/02/1999   162,394   35.10   15/05/08
Alfred
Bouckaert		  
CEO North,
Central &
Eastern
Europe
Business
Unit
   -   -   -   -   -   -   -   -
Claude
Brunet		  
Chief
Operating
Officer
   14/03/2003   21,789   10.73   16/12/2008   -   -   -   -
Christopher
Condron		  
President
&CEO
AXA Financial
Inc.
   -   -   -   -   17/05/2001   68,300   30.15   02/04/2008
Denis
Duverne		  
Group
Chief
Financial
Officer
   14/03/2003
14/03/2003
14/03/2003		   14,000
13,000
2,285		   10.73
10.73
10.73		   04/09/2008
22/09/2008
15/12/2008		   -   -   -   -
François
Pierson		  
Chairman
&CEO
AXA France
   14/03/2003
14/03/2003		   50,000
4,000		   10.73
10.73		   20/03/2008
17/12/2008		   -   -   -   -

 

       
AXA options
   ADR AXA options
Members of the
Supervisory Board		   Date
of grant		   Number
options
exercised
during the
year		   Exercise
price
€		   Date of
exercise		   Date
of grant		   Number
options
exercised
during the
year		   Exercise price $   Date of
exercise
Wendy
Cooper		  
Representative
of employees
shareholders
at the Supervisory
Board
   -   -   -   -   -   -   -   -

In the table above all dates that are indicated shall read day/month/year.

Underlined numbers indicate exercises of options where the AXA shares have been retained by the beneficiaries or donated
upon exercise.

163

Stock options granted and/or exercised by the top 10 beneficiaries
(outside the Management Board) during 2008

Stock options granted or exercised by the top 10 beneficiaries
(outside management bodies' members) during the year		   Number of options
granted or exercised		   Weighted average
price €		  
Stock options granted during the year by AXA or any eligible AXA
Group's subsidiaries, to the ten employees, outside management bodies'
members of the Company or of eligible AXA Group's subsidiaries, who
received the highest number of stock options (aggregate information)		   578,075   21.51  
Stock options on AXA or any eligible AXA Group's subsidiaries,
exercised during the year by the ten employees, outside management
bodies' members of the Company or of eligible AXA Group's
subsidiaries, who exercised the highest number of stock options
(aggregate information)		   568,067   21.55  

Stock options held by corporate bodies' members
(options granted but not exercised as of December 31, 2008)

        Balance of options at 31/12/2008
Members of the Management Board   AXA   ADR AXA
Henri de
Castries		  
Chairman of the Management Board

   5,561,503

   -

Alfred
Bouckaert		  
CEO North, Central & Eastern Europe Business Unit

   1,383,482

   -

Claude
Brunet		  
Chief Operating Officer

   1,453,934

   -
Christopher
Condron		  
President & CEO AXA Financial Inc.

   2,005,988

   1,507,909

Denis
Duverne		  
Group Chief Financial Officer

   2,294,816

   -

François
Pierson		  
Chairman & CEO AXA France

   2,295,229

   -

 

        Balance of options at 31/12/2008
   
Members of the Management Board
   AXA   ADR AXA
Wendy
Cooper		  
Representative of employees
shareholders at the Supervisory Board
   31,939   72,136

164        2008 ANNUAL REPORT

Stock options held by Executive Committee members
(options granted but not exercised as of December 31, 2008)

Members of the Executive Committee   Balance of options at 31/12/2008
  AXA   ADR AXA
Jean-Raymond Abat  
CEO Mediterranean and Latin America Region
   707,719   -
Dominique Carrel-
Billiard		  
CEO AXA Investment Managers
   128,586   -
John
Dacey		  
CEO Japan-Asia-Pacific Region
   124,000   -
Philippe
Egger		  
CEO Switzerland
   76,000   -
Gérald
Harlin		  
Deputy Chief Financial OfficerExecutive VP
Finance & Control
   430,336   -
Frank
Keuper		   CEO Germany   117,500   -
Gerald Lieberman (a)  
COO AllianceBernstein
   -   -
Nicolas Moreau  
CEO UK-Ireland
   597,943   -
Mark
Pearson (b)		   CEO Japan   78,176   -
Andrew
Penn (c)		   CEO Asia Pacific Holdings   63,484   -
Eugène
Teysen		   CEO Belgium   215,298   -
Véronique
Weill		   Group Executive VP IT & Operational Excellence   59,500   -
(a) Also owns 80,000 stock options on AllianceBernstein.
(b) Also owns 838,967 stock options on AXA Asia Pacific Holdings.
(c) Also owns 1,691,501 stock options on AXA Asia Pacific Holdings.

165

PERFORMANCE SHARES AND PERFORMANCE UNITS

Since 2004, stock options have been partially replaced by Performance Units.

From 2005 onwards, as a result of the new French law related to the grant of free shares, Performance Units have been
replaced in France by Performance Shares. Performance Shares are free shares whose final acquisition is subject to performance
conditions.

Performance Units/Shares aim at:
•   rewarding and retaining the best talents by associating them to the intrinsic performance of the AXA Group and of their
operational business unit as well as to the performance of the AXA stock price in the medium-term (2 to 4 years);
•   reducing shareholder dilution by granting less stock options.

Grant criteria for Performance Units/Shares are similar to those used for stock options.

Performance Shares are usually granted to beneficiaries domiciled in France while Performance Units are granted to beneficiaries
domiciled outside of France.

The principle of Performance Units/Shares is as follows:
•   Each beneficiary receives an initial grant of Performance Units/Shares. This number will be used to calculate the actual number
of units or shares that will definitely be acquired at the end of a 2-year acquisition period, under the condition that the beneficiary
is still employed by the AXA Group at that date.
•   Each year during the acquisition period, half of the Performance Units/Shares initially granted is subject to collective performance
conditions measuring both the performance of the AXA Group and the beneficiary's operational business unit performance,
based on pre-determined targets.
•   For beneficiaries in operating business units, their operational business unit performance carries a weighting of 2/3 while the
AXA Group performance carries a weighting of 1/3. For beneficiaries in Group support functions, the performance is measured
at AXA Group level only.
•   In 2004 and 2005, the performance indicators determined by the Management Board have been:
- operational business units performance: underlying earnings and adjusted earnings;
- the AXA Group performance: underlying earnings and adjusted earnings per share.
•   In 2006 and 2007, the performance indicators determined by the Management Board have been for both the AXA Group and
the operational business units: underlying earnings, P&C revenues and new business value in Life & Savings.
•   In 2008, the performance indicators determined by the Management Board have been:
-to measure operational business units performance: underlying earnings, P&C revenues and new business value in Life
& Savings;
- to measure the AXA Group performance: underlying earnings per share, P&C revenues and new business value in Life
& Savings.
•  The achievement of these performance targets determines the number of units/shares that will be acquired by the beneficiary at
the end of the acquisition period, subject to the beneficiary being still employed by the AXA Group. The number of units/shares
acquired may vary between 0% and 130% of the Performance Units/Shares initially granted.

As far as Performance Units are concerned:
•   Units acquired at the end of the 2-year acquisition period are valued based on the average closing price of the AXA share
during the last 20 trading days of the acquisition period.
•   If the number of units acquired is less than 1,000, the amount corresponding to the value of these units is paid in cash to the
beneficiary. If the number of units acquired is equal to or higher than 1,000, the beneficiary only receives 70% of the value in
cash to allow him/her to pay social contributions and income taxes calculated on 100% of that value, and 30% of these units
are reinvested into AXA shares which are restricted from sale during a 2-year period, in order to develop employees' share
ownership and align employees and shareholders' interests.

As far as Performance Shares are concerned:
•   Shares acquired at the end of the 2-year acquisition period are restricted from sale during a 2-year period.

The amounts corresponding to Performance Units are charged to expenses each year under the variable accounting method,
but do not create any dilution for shareholders since no new shares are issued.

Performance Shares, even if shares ultimately delivered to beneficiaries are newly issued shares (until now, AXA has always
delivered existing shares), represent less shareholder dilution than stock options, due to the smaller grant volume.

Within the global cap authorized by the Shareholders, the Supervisory Board approves all Performance Shares programs prior
to their implementation.

Each year, the Management Board proposes a global Performance Shares pool to the Supervisory Board's approval and the
annual grants of Performance Shares are generally made simultaneously with the granting of stock options.

166        2008 ANNUAL REPORT

Individual Performance Shares grants recommendations are made by the business units CEOs and by the Group functional
department heads. Recommendations are reviewed by the Management Board to ensure coherence and fairness. Individual
Performance Shares grants are then decided by the Management Board, provided that grants to members of the Management Board
shall receive the prior approval of the Supervisory Board (acting on the recommendation of its Compensation Committee).

The Supervisory Board, acting on the recommendation of its Compensation Committee, decided on December 18, 2008 that
the total number of Performance Shares granted to the six Management Board members each year from and after 2009 may not
exceed 20% of the aggregate number of Performance Shares granted to all beneficiaries during the same year.

The acquisition period of the Performance Unit plan launched on March 31, 2006 with 1,453,441 Performance Units initially granted
to 2,072 beneficiaries outside France, ended on March 31, 2008. At that date, a total of 1,365,787 units had been acquired by
1,838 employees. The settlement of these units was made partly in cash (€24.3 million) and partly in AXA shares (238,019 shares)
which are subject to a 2-year restriction period until March 31, 2010.

The acquisition period of the Performance Unit plan launched on May 10, 2007 with 1,361,869 Performance Units initially granted
to 2,346 beneficiaries outside France will end on May 10, 2009.

A new Performance Unit plan was launched on April 1, 2008 and 2,382,972 Performance Units were initially granted to
2,752 beneficiaries outside France. These shares are definitively acquired after a 2-year acquisition period which ends on April
1,2010.

The acquisition period of the Performance Shares plan launched on March 31, 2006 with 893,326 Performance Shares granted
to 1,186 beneficiaries in France, ended on March 31, 2008. At that date, a total of 885,312 shares had been acquired by
1,132 employees. These shares are subject to a 2-year restriction period until March 31, 2010.

The acquisition period of the Performance Shares plan launched on May 10, 2007 with a total of 782,432 Performance Shares
granted to 1,433 beneficiaries in France will end on May 10, 2009. The shares acquired will be subject to a 2-year restriction
period until May 10, 2011.

A new Performance Shares plan was launched on April 1, 2008 and 1,367,967 Performance Shares were initially granted to
1,566 beneficiaries in France representing 0.065% of the share capital as of December 31, 2008, corresponding to a theoritical
level of achievement of performance targets equal to 100%. The 2-year acquisition period of this plan will end on April 1, 2010.
The theoretical shares acquired will be subject to a 2-year restriction period until April 1, 2012.

In 2008, a second Performance Shares plan was launched on April 28, 2008 with 50,000 Performance Shares granted to
13 beneficiaries. On the one hand, 27,500 Performance Shares were granted to 7 beneficiaries domiciled in France. The acquisition
period for these Performance Shares is 2 years and will end on April 28, 2010. The acquired shares will be restricted for another
2-year period, i.e. until April 28, 2012. On the other hand, 22,500 Performance Shares were granted to 6 beneficiaries domiciled
outside of France. The acquisition period for these Performance Shares is 4 years and will end on April 28, 2012. The acquired
shares will not be subject to any restriction period.

167

Performance Units/Shares summary

Performance Units
    Initial grant   Units
actually
granted
1st tranche		   Units
at stake at
31/12/2008		   Units
cancelled at
31/12/2008		   Units
acquired at
31/12/2008		   Balance at
31/12/2008		   Acquisition
Date   Performance
Units
granted		   Date Units
acquired
26/03/2004   1,037,116   -   -   484,934   -   -   26/03/2007 645,604 (c)
29/03/2005   938,880   -   -   81,334   -   -   29/03/2007 960,520 (d)
31/03/2006   1,453,441   -   -   150,323   -   -   31/03/2008 1,365,787 (e)
10/05/2007   1,361,869   645,468   633,827   74,423   18,472 (a)   1,273,160   10/05/2009 -
01/04/2008   2,382,972   -   2,348,926   32,770   1,276 (b)   2,348,926   01/04/2010 -
In the table above all dates that are indicated shall read day/month/year.
(a) The 18,472 Performance Units of the 2007 Plan, acquired by anticipation, related to two deceased beneficiaries and AXA Netherlands employees following the disposal of AXA business in the Netherlands.
(b)The 1,276 Performance Units of the 2008 Plan, acquired by anticipation, related to one deceased beneficiary.
(c) The 645,604 units acquired by 1,537 beneficiaries of the March 26, 2004 plan have been settled as €7.8 million and $12.7 million in cash and
91,997 shares restricted until March 26, 2009.
(d) The 960,520 units acquired by 1,532 beneficiaries of the March 29, 2005 plan have been settled as €25.3 million and 152,379 shares restricted until
March 29, 2009.
(e) The 1,365,787 units acquired by 1,838 beneficiaries of the March 31, 2006 have been settled as €24.3 million and 238,019 shares restricted until March
31,2010.

 

Performance Shares
    Initial grant   Shares
actually
granted
1st tranche		   Shares
at stake at
31/12/2008		   Shares cancelled at 31/12/2008   Shares
acquired at
31/12/2008		   Balance at
31/12/2008		       Acquisition
Date   Performance Shares
granted		 Date   Shares
acquired
21/04/2005   743,310   -   -   19,621   -   -   21/04/2007   793,139
21/04/2005   250,306 (a)   -   -   4,741   -   -   21/04/2007   268,965
21/04/2005   143,630 (b)   -   -   2,690   -   -   21/04/2007   140,882
31/03/2006   893,326   -   -   34,582   -   -   31/03/2008   885,312
10/05/2007   782,432   382,501   383,775   14,630   260 (c)   764,531   10/05/2009   -
01/04/2008   1,367,967   -   1,357,863   9,922   182 (c)   1,357,863   01/04/2010   -
28/04/2008   27,500   -   27,500   -   -   27,500   28/04/2010   -
28/04/2008   22,500   -   22,500   -   -   22,500   28/04/2012   -
In the table above all dates that are indicated shall read day/month/year.
(a) Performance Shares granted as a replacement for 250,306 Performance Units 2004 cancelled.
(b) Restricted shares granted as a replacement for 143,630 Performance Units 2004 cancelled.
(c) The 260 Performance Shares of the 2007 Plan and the 182 Performance Shares of the 2008 Plan, acquired by anticipation, concern one deceased beneficiary.

Performance units/shares initially granted to the top 10 beneficiaries (outside corporate bodies' members)
during 2008

Performance Units/Shares granted to the top 10 beneficiaries
(outside management bodies' members)		   Number of Performance Units/
Shares initially granted
Performance Units granted during the year by AXA or any eligible AXA Group's subsidiaries, to
the ten employees, outside management bodies' members of the Company or of eligible
AXA Group's subsidiaries, who received the highest number of Performance Units
(aggregate information)		   155,231
Performance Shares granted during the year by AXA or any eligible AXA Group's subsidiaries, to
the ten employees, outside management bodies' members of the Company or of eligible
AXA Group's subsidiaries, who received the highest number of Performance Shares
(aggregate information)		   109,900

168        2008 ANNUAL REPORT

Performance Shares granted to corporate bodies' members during 2008

Members of the Management
Board		   Plan
date		   Performance Shares granted   %
of capital		   Value of
shares €		   Acquisition
date		   End of
restriction		   Performance
conditions
Henri de
Castries		  
Chairman of the Management Board
   01/04/2008   84,000   0.004%   1,426,320   01/04/2010   01/04/2012   -underlying
earnings per share
- P&C revenue
- new business
value Life
Alfred
Bouckaert		  
CEO North, Central
& Eastern Europe
Business Unit
   -   -   -   -   -   -   -
Claude
Brunet		  
Chief Operating
Officer
   01/04/2008   50,400   0.002%   855,792   01/04/2010   01/04/2012   -underlying
earnings per share
- P&C revenue
- new business
value Life
Christopher
Condron		  
President & CEO
AXA Financial Inc.
   -   -   -   -   -   -   -
Denis
Duverne		  
Group Chief
Financial Officer
   01/04/2008   67,200   0.003%   1,141,056   01/04/2010   01/04/2012   -underlying
earnings per share
- P&C revenue
- new business
value Life
François
Pierson		  
Chairman & CEO
AXA France
   01/04/2008   60,200   0.003%   1,022,196   01/04/2010   01/04/2012   -underlying
earnings per share
- P&C revenue
- new business
value Life

 

   
Members of the
Supervisory Board
   Plan
date		   Performance
Shares
granted		   %
of capital		   Value of
shares
€		   Acquisition
date		   End of
restriction		   Performance
conditions
Wendy
Cooper		  
Representative
of employees
shareholders
at the Supervisory
Board
   -   -   -       -   -   -

The fair value of Performance Shares is determined based on IFRS norms. This is an historical value at the date of grant, calculated
for accounting purposes as described in Note 25.3.1 to the 2008 Consolidated Financial Statements included in Part V of this
Annual Report. This value does not represent a current market value or other current valuation of these performance shares or
the actual proceeds if and when the performance shares are acquired.

169

Performance Shares acquired by corporate bodies' members during 2008

Members of the Management Board   Plan
date		   Performance
Shares
granted		   Acquisition
date		   Performance
Shares
acquired
during
the year		   Performance
score over
the acquisition
period		   End of
restriction period
Henri de
Castries		  
Chairman
of the
Management
Board
   31/03/2006   57,191   31/03/2008   59,075   103%   31/03/2010
Alfred
Bouckaert		  
CEO North,
Central & Eastern
Europe Business
Unit
   -   -   -   -   -   -
Claude
Brunet		  
Chief
Operating
Officer
   31/03/2006   19,608   31/03/2008   20,255   103%   31/03/2010
Christopher
Condron		  
President
&CEO
AXA Financial Inc.
   -   -   -   -   -   -
Denis
Duverne		  
Group Chief
Financial Officer
   31/03/2006   31,864   31/03/2008   32,915   103%   31/03/2010
François
Pierson		  
Chairman & CEO
AXA France
   31/03/2006   31,864   31/03/2008   33,100   104%   31/03/2010

 

Members of the Supervisory Board   Plan
date		   Performance
Shares
granted		   Acquisition
date		   Performance
Shares
acquired
during
the year		   Performance
score over
the acquisition
period		   End of
restriction
period
Wendy
Cooper		  
Representative
of employees
shareholders
at the Supervisory
Board
   -   -   -   -   -   -

In the table above all dates that are indicated shall read day/month/year.

170        2008 ANNUAL REPORT

Performance Shares becoming unrestricted during 2008 for each corporate bodies' members

Members of the Management Board   Plan
date		   Number shares
becoming unrestricted
during the year		   Acquisition
conditions
Henri de
Castries		  
Chairman
of the Management Board
   -   -   -
Alfred
Bouckaert		  
CEO North, Central & Eastern
Europe Region
   -   -   -
Claude
Brunet		  
Chief Operating Officer
   -   -   -
Christopher
Condron		  
President & CEO AXA Financial Inc.
   -   -   -
Denis
Duverne		  
Group Chief Financial Officer
   -   -   -
François
Pierson		  
CEO AXA France
   -   -   -

 

Members of the Supervisory Board   Plan
date		   Number shares becoming unrestricted during the year   Acquisition
conditions
Wendy
Cooper		  
Representative
of employees shareholders at the
Supervisory Board
   -   -   -

Performance Units granted to corporate bodies' members during 2008

Members of the
Management Board		   Plan
date		   Performance
Units granted		   Value
of units €		   Acquisition
date		   End of restriction of shares   Performance
conditions
Henri de
Castries		  
Chairman of the
Management Board
   -   -   -   -   -   -
Alfred
Bouckaert		  
CEO North, Central &
Eastern Europe Business
Unit
   01/04/2008   49,000   832,020   01/04/2010   01/04/2012   - underlying
earnings per share
- P&C revenue
- new business
value Life
Claude
Brunet		  
Chief Operating Officer
   -   -   -   -   -   -
Christopher
Condron		  
President & CEO AXA
Financial Inc.
   01/04/2008   105,544   1,792,137   01/04/2010   01/04/2012   - underlying earnings
per share
- P&C revenue
- new business
value Life
Denis
Duverne		  
Group Chief Financial
Officer
   -   -   -   -   -   -
François
Pierson		  
Chairman & CEO AXA
France
   -   -   -   -   -   -

 

    Members of the
Supervisory Board		   Plan
date		   Performance
Units granted		   Value
of units €		   Acquisition
date		   End of restriction of shares   Performance
conditions
Wendy
Cooper		   Representative
of employees
shareholders at the
Supervisory Board		   01/04/2008   3,528   59,905   01/04/2010   01/04/2012   - underlying earnings per share
- P&C revenue
- new business value Life

In the table above all dates that are indicated shall read day/month/year.

171

Performance Units acquired by corporate bodies' members during 2008

Members of the
Management Board		   Plan
date		   Performance
Units
granted		   Acquisition
date		   Performance
Units
acquired		   Performance
score over
the period		   Cash
settlement
€		   Share
settlement		   End of
restriction
period
Henri de
Castries		  
Chairman of the
Management
Board
   -   -   -   -   -   -   -   -
Alfred
Bouckaert		  
CEO North,
Central &
Eastern Europe
Business Unit
   31/03/2006   14,706   31/03/2008   15,953   108%   239,755   4,786   31/03/2010
Claude
Brunet		  
Chief Operating
Officer
   -   -   -   -   -   -   -   -
Christopher
Condron		  
President & CEO
AXA Financial
Inc.
   31/03/2006   59,271   31/03/2008   62,469   105%   938,840   18,741   31/03/2010
Denis
Duverne		  
Group Chief
Financial Officer
   -   -   -   -   -   -   -   -
François
Pierson		  
Chairman & CEO
AXA France
   -   -   -   -   -   -   -   -

 

Members of the
Supervisory Board		   Plan
date		   Performance
Units
granted		   Acquisition
date		   Performance
Units
acquired		   Performance
score over
the period		   Cash
settlement
€		   Share
settlement		   End of
restriction
period
Wendy
Cooper		  
Representative
of employees
shareholders
at the Supervisory
Board
   31/03/2006   2,593   31/03/2008   2,734   105%   41,094   820   31/03/2010

In the table above all dates that are indicated shall read day/month/year.

172        2008 ANNUAL REPORT

SHARE OWNERSHIP OF MANAGEMENT BOARD AND SUPERVISORY BOARD
MEMBERS

Members of the Management Board

To the best knowledge of the Company, each of the Management Board members held, as of December 31, 2008, the number
of AXA shares or ADR, and units of mutual funds invested in AXA shares indicated in the table below.

  Number of shares and number of units of mutual funds owned as of December 31, 2008
  AXA Shares   AXA ADR   Units of mutual fund invested in
AXA shares
Henri de Castries (Chairman)   1,417,582   -   27
Alfred Bouckaert (Belgium)   13,619   -   90,453
Claude Brunet   254,815   -   -
Christopher Condron (United States)   -   569,765   8,678
Denis Duverne   641,799   18,734   662
François Pierson   127,709   -   16,984

As proposed by the Management Board, the Supervisory Board has decided to implement as from January 1, 2007 a shareholding
policy applicable to all members of the Management Board and of the Executive Committee.

This policy requires each member of the Management Board and the Executive Committee to hold, during the entire duration of
his/her functions, a minimum number of AXA shares (the "Minimum Shareholding Requirement") representing a multiple of his/her
annual total cash remuneration (fixed salary plus annual variable remuneration) received for the previous fiscal year.

•  The Chairman of the Management Board is required to hold the equivalent of his total cash remuneration multiplied by 3.
•   Other Management Board members are required to hold the equivalent of their total cash remuneration multiplied by 2.
•   Executive Committee members are required to hold the equivalent of their total cash remuneration multiplied by 1.5.

AXA ordinary shares or ADRs or shares of listed Group subsidiaries, held directly or indirectly through mutual funds or similar
investment vehicles, are taken into account for purposes of this Minimum Shareholding Requirement.

Each member of the Management Board and the Executive Committee is required to meet this Minimum Shareholding Requirement
within a period of 5 years from (i) January 1, 2007 or (ii) the date of his/her first appointment to the Management Board or Executive
Committee.

Pursuant to Articles L.225-197-1 and L.225-185 of the French Commercial Code, the Supervisory Board has decided that, as
long as a Management Board member has not met his Minimum Shareholding Requirement, all stock options and performance
shares granted to him after January 1, 2007 will be subject to the following restrictions:
•   upon each exercise of these stock options granted after January 1, 2007, the Management Board member must continue to
hold in registered form a number of shares obtained upon exercise equal in value to at least 25% of the pre-tax capital gain
realized upon exercise (i.e. in France this equals approximately 50% of the post-tax capital gain). These shares will have to be
held during the whole duration of the Management Board mandate;
•   for performance shares granted after January 1, 2007, the Management Board member must, at every share acquisition date,
hold in registered form at least 25% of the performance shares acquired during the whole duration of the Management Board
mandate.

173

These restrictions do not apply if a Management Board member is in compliance with his Minimum Shareholding
Requirement.

The following table summarizes the current status of each Management Board Member in relation to his Minimum Shareholding
Requirements as of December 31, 2008, based on the AXA share value at that date (€15.85):

Annual remuneration 2008
   Shareholding requirement   Shareholding at 31/12/2008
    Fixed
salary		   Variable   Total
remuneration		   Number
years		   Amount   Target
date		   Number
years		   Amount   AXA shares   ADR
AXA		   AXA Shareplan units   Alliance Bernstein shares
Henri de
Castries		   €600,000   €2,593,190   €3,193,190   3   €9,579,570   01/01/2012   7.0   €22,491,516   1,417,582       27   2,000
Alfred
Bouckaert		   €650,000   €818,385   €1,468,385   2   €2,936,770   01/01/2012   1.1   €1,649,021   13,619       90,453    
Claude
Brunet		   €360,000   €890,599   €1,250,599   2   €2,501,198   01/01/2012   3.2   €4,040,982   255,032   -   -   -
Christopher
Condron		   $995,397   $4,566,372   $5,561,769   2   $11,123,538   01/01/2012   2.3   $12,802,620   -   569,765   -   -
Denis
Duverne		   €480,000   €1,411,348   €1,891,348   2   €3,782,696   01/01/2012   5.6   €10,507,962   641,799   18,734   662   2,000
François
Pierson		   €430,000   €1,181,916   €1,611,916   2   €3,223,832   01/01/2012   1.4   €2,292,661   127,709   -   16,984   -

Members of the Supervisory Board

To the best knowledge of the Company based on information reported to it, each of the Supervisory Board member held, as of
December 31, 2008, the number of AXA shares or ADR indicated in the table below.

        Number of shares owned as of December 31, 2008
  AXA Shares   AXA ADR
Jacques de Chateauvieux - Chairman   5,270 (a)   -
Léo Apotheker   3,160   -
Ms. Wendy Cooper   -   23,685
Norbert Dentressangle - Vice-Chairman   7,861   -
Jean-Martin Folz   7,000   -
Jean-René Fourtou   9,185   -
Anthony Hamilton   4,436   21,607
Henri Lachmann   1,714   -
François Martineau   1,000   -
Gérard Mestrallet   2,825   -
Giuseppe Mussari   1,400   -
Michel Pébereau   5,666   -
Mrs. Dominique Reiniche   1,000   -
Ezra Suleiman   3,225   -
(a) Acquisition of 12,000 additional shares in February 2009.        

174        2008 ANNUAL REPORT

TRANSACTIONS INVOLVING COMPANY STOCK COMPLETED
IN 2008 BY MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS

Transactions involving Company stock completed in 2008 by members of the Management Board

To the best of the Company's knowledge based on information reported to it, the members of the Management Board made the
following disclosures in the course of 2008 concerning their transactions involving Company stock in compliance with Article
L.621-18-2 of the French Monetary and Financial Code. Detailed information about all of these transactions, as well as individual
disclosures filed in accordance with Articles 223-22 and 223-25 of the AMF's (Autorité des marchés financiers) General Regulations,
are published on the Company's website (www.axa.com) and on the AMF website (www.amf-france.org).

Name   Sale of
AXA
Shares
(Number)		   Sale of
AXA ADR
(Number)		   Purchase of
AXA Shares
(Number)		   Subscription options   Subscription and sale   Sale of
units of
AXA Group
mutual funds
Invested In
AXA shares
(Number)		   Equity Issue reserved for
employees (Shareplan)
Subscription
to AXA
Shares
(Number)		   Subscription
to AXA ADR
(Number)		   AXA Shares
(Number)		   AXA ADR
(Number)		     Subscription
to units
of AXA Group
mutual funds
Invested In
AXA shares
(Number)		   Subscription
to AXA ADR
(Number)
Henri de
Castries		   -   18,734   -   12,229   -   -   162,394   8,720   8,721   -
Alfred
Bouckaert		   -       -   -   -   -   -   15,000   -   -
Claude
Brunet		   -       -   21,789   -   -   -   14,612   14,535   -
Christopher
Condron		   -       -   -   -   -   68,300   -   -   5,452
Denis
Duverne		   99,272       -   29,285   -   -   -   1,629   1,628   -
François
Pierson		   22,000       —   4,000   —   50,000   —   2,935   2,907   —

Transactions involving Company stock completed in 2008 by members of the Supervisory Board

To the best of the Company's knowledge based on information reported to it, several members of the Supervisory Board made
the following disclosures in the course of 2008 concerning their transactions involving Company stock. Detailed information
about all of these transactions, as well as individual disclosures filed in accordance with Articles 223-22 and 223-25 of the AMF
(Autorité des marchés financiers) General Regulations, are published on the Company's website (www.axa.com) and on the AMF
website (www.amf-france.org).

Name   Sale of
AXA
Shares
(Number)		   Sale of
AXA ADR
(Number)		   Purchase
of AXA
Shares (Number)		   Subscription options   Subscription and sale   Sale
of units
of AXA
Group
mutual
funds
invested In
AXA shares
(Number)		   Equity Issue reserved for
employees (Shareplan)
Subscription
to AXA
Shares
(Number)		   Subscription
to AXA ADR
(Number)		   AXA
Shares
(Number)		   AXA ADR
(Number)		   Subscription to
units of AXA
Group fund
Invested In
ordinary shares
of AXA stock
(Number)		   Subscription
to AXA ADR
(Number)
Jacques de
Chateauvieux		   -   -   3,100   -   -   -   -   -   -   -
Norbert
Dentressangle		   -   -   5,000   -   -   -   -   -   -   -
Jean-Martin
Folz		   -   -   6,000   -   -   -   -   -   -   -
Jean-René
Fourtou		   -   1,356   -   -   -   -   -   -   -   -
François
Martineau		   -   -   1,000   -   -   -   -   -   -   -
Giuseppe
Mussari		   -   -   1,300   -   -   -   -   -   -   -

175

COMMITMENTS MADE TO MANAGEMENT BOARD AND SUPERVISORY BOARD
MEMBERS

Pension

The French members of the AXA Management Board (Henri de Castries, Claude Brunet, Denis Duverne and François Pierson)
participate, as all other executive employees (directeurs) of AXA Group entities in France, in a supplemental pension scheme
pursuant to article 39 of the French Tax Code (Code Général des Impôts).

This scheme, which has existed since January 1, 1992, has been modified with effect from January 1, 2005.

The new scheme was approved by the Supervisory Board on December 22, 2004, after having been presented for advice to all
work councils and central work councils in France during the last quarter of 2004.

Under this scheme, a supplementary pension is paid to executives who retire immediately upon leaving the AXA Group, at age
60 or later, and who have a minimum length of service of 10 years, of which at least 5 years as an executive.

The amount of the supplementary pension is calculated at the time of retirement and is in addition to the total amount of retirement
pensions paid under mandatory schemes (Social Security, ARRCO, AGIRC) and under any other retirement scheme to which the
beneficiary may have participated during his/her career, both within or outside the AXA Group.

The amount of the supplementary pension aims, for a minimum executive seniority of 20 years, at achieving a global pension
equivalent to:
•   40% of the average gross remuneration of the past 5 years preceding the retirement date, if this average is superior to 12 annual
Social Security ceilings;
•   50% of the average gross remuneration of the past 5 years preceding the retirement date, if this average is inferior to 8 annual
Social Security ceilings;
•   2.4 Social Security ceilings +20% of the average gross remuneration of the past 5 years preceding the retirement date, if this
average is between 8 and 12 annual Social Security ceilings.

Reduced rates apply for an executive seniority of less than 20 years. As an example, with 10 years of executive seniority, the
supplementary pension allows to reach a global pension equivalent to 34% instead of 40%. This rate is reduced to 20% for an
executive seniority of 5 years, and no supplementary pension is paid for an executive seniority of less than 5 years.

In case of departure from the Group before retirement, no supplementary pension is paid.

Christopher Condron, member of the Management Board and employee of AXA Equitable in the United States, benefits from
a contractual supplementary pension arrangement providing for a payment at the age of 65 of an annual pension equivalent to
2% of his annual gross remuneration per year of service within the AXA Group.

The annual gross remuneration is defined as the average of the 36 highest monthly remunerations received during the past
60 months preceding retirement.

Alfred Bouckaert, member of the Management Board, benefits from a contractual supplementary pension arrangement with

AXA Holdings Belgium providing for a capital at the age of 65 equivalent to N/40 x (25% T1 + 75% T2) x 12.2221, where:
N = number of years of service
T1 = annual Social Security ceiling (€46,895 in 2008)
T2 = part of the fixed salary exceeding T1

In case of retirement between 60 and 65, the 25% and 75% coefficients are reduced by 1.6% per year of anticipation.

The financing of this scheme is ensured by an employee contribution of 4% of fixed salary, and a contribution by AXA Holdings
Belgium in order to guarantee the capital due at the age of 65.

The total obligation of the Company and its subsidiaries to provide pension or retirement to the aforementioned executives was
€31.6 million as of December 31, 2008.

Termination provisions

The French members of the AXA Management Board (Henri de Castries, Claude Brunet, Denis Duverne and François Pierson)
benefit, as employees and as all other executives of AXA Group companies in France, from the regulations provided for under
the Collective Agreement of March 3, 1993 signed by the Fédération Française des Sociétés d'Assurances (F.F.S.A), the Syndicat
National des Cadres de Direction de l'Assurance (CFE-CGC) and the Syndicat du Personnel de Direction des Sociétés d'Assurances
et de Capitalisation (S.D.A.C).

176        2008 ANNUAL REPORT

Christopher Condron, a member of the Management Board and Chief Executive Officer of AXA Financial, Inc. and AXA Equitable
(together "AXA Equitable") in the United States, benefits from a contractual clause with AXA Equitable stating that in case
AXA Equitable terminates his employment for any reason other than gross misconduct, he would continue to receive compensation
equivalent to his fixed salary (currently, $950,000) for a period of two years after his termination. In addition, Mr. Condron would receive
a prorated bonus for the year of termination based on his target bonus amount (currently, $4.75 million) and additional payments
equal to two annual bonuses at the target bonus amount. In the event Mr. Condron were to commence a competitive professional
activity during the 2-year period following his termination, the payments based on his fixed salary would cease and the amount
of the additional payments would be reduced based on the number of days elapsed from his termination date.

Alfred Bouckaert, a member of the AXA Management Board, benefits from a contractual clause with AXA Holdings Belgium
stating that in case of termination of his position within AXA Holdings Belgium by this company for any other reason than
gross misconduct, he would be given a 24 month notice period. If the notice period is not served, he would receive from
AXA Holdings Belgium an indemnity equivalent to 24 months of compensation, calculated on the basis of his fixed salary and
variable compensation received during the past 12 months preceding the termination of his contract.

Management bodies' members
concerned by the AFEP/MEDEF
recommendation		   Employment
contract		   Supplementary
pension scheme		   Indemnities or
advantages
due upon
termination
of the function		   Indemnities
due for
non-competition
clause
  Yes   No   Yes   No   Yes   No   Yes   No
Henri de Castries Chairman of the Management Board
First appointment : October 11, 2006
Term of office: October 11, 2009		   X (a)   -   X   -   -   X (b)   -   X
(a) Mr. Henri de Castries, Chairman of the Company's Management Board, has been employed by AXA under an employment contract since he joined the
Group in 1989. In accordance with the provisions of the AFEP / MEDEF Code, the Supervisory Board intends to consider the renewal of its employment
contract prior to the end of its term of office on October 11, 2009.
(b) While Mr. de Castries, like all other executive employees of AXA Group companies in France, is covered by the Collective Agreement of March 3, 1993
described above, he does not benefit from any contractual or other commitments for compensation, indemnities or other advantages from the Company,
any entity controlled by the Company or any shareholder of the Company that would be triggered by the termination of his position as Chairman of AXA's
Management Board.		  

EMPLOYEE SHAREHOLDERS

SharePlan

Since 1993, the AXA Group has promoted employee shareholding by offering each year to its employees an opportunity to
become shareholders through a special equity issue reserved exclusively for them ("SharePlan").

By virtue of the authorization granted by the shareholders at the Extraordinary General Meeting of April 22, 2008, the Management
Board increased the Company's share capital through the issue of shares to Group employees under the SharePlan 2008 program.
The shareholders waived their preferential subscription rights so that this offering could be made to employees.

In countries that met the legal, regulatory and tax requirements for participation in SharePlan, two investment options were offered
in 37 countries in 2008:
•   the traditional plan, offered in 36 countries,
•   the leveraged plan, offered in 36 countries.

The traditional plan allowed employees to subscribe through a personal investment to AXA shares (either through mutual funds
(FCPE) or through direct share ownership) with a 20% discount. The shares are held within the Group Company Savings Plan
and are restricted from sale during a period of 5 years (except specific early exit cases allowed by applicable laws). Employees
are subject to the share price appreciation, up or down, as compared to the subscription price.

At the end of the 5 year holding period, the employees can, depending on their residence country, do any one of the following:
(1) receive the cash value of their assets; (2) receive the value of their assets in the form of AXA shares; or (3) transfer their assets
invested in the leveraged plan into the traditional sub-fund.

The leveraged plan allowed employees to subscribe, on the basis of 10 times their personal investment, to AXA shares (either
through mutual funds (FCPE) or through direct share ownership) with a 14.15% discount in 2008. The shares are held within the
Group Company Savings Plan and are restricted from sale during a period of 5 years (except specific early exit cases allowed by
applicable laws). Employees' personal investment is guaranteed by a bank, and employees also benefit from 70% of the share
appreciation, as compared to the non-discounted reference price.
The leveraged plan is not accessible to Management Board and Executive Committee members.

177

New mutual funds (FCPE) with direct voting rights have been created since 2005 to allow beneficiaries, in most cases, to directly
exercise their voting rights.

The SharePlan 2008 program was carried out through a share issue that took place in November 2008 and was open to almost
all Group employees through voluntary contributions:
•  35,561 employees took part in SharePlan 2008, representing 29.6% of eligible employees.

•  The total amount invested was €460.3 million, as follows:
-€29.3 million in the traditional plan, and
-€431 million in the leveraged plan.

•  A total of 24.7 million new ordinary shares were issued, each with a par value of €2.29. These shares began earning dividends
on January 1, 2008.

As of December 31, 2008, AXA employees and agents held 5.86% of the Group's outstanding ordinary shares and 6.77% of the
voting rights. These shares are owned through mutual funds or directly, in the form of shares or ADRs.

178        2008 ANNUAL REPORT

3.3 DESCRIPTION OF THE COMPANY'S SHARE

REPURCHASE PROGRAM

Pursuant to article 241-2 of the AMF General Regulations, this section constitutes the description of the Company's share
repurchase program that will be submitted to the Shareholders for approval at AXA's General Meeting on April 30, 2009.

Date of the Shareholders' Meeting called to authorize the program
April 30, 2009.

Treasury shares (held directly by the Company or owned by Company subsidiaries) as of January 31, 2009
The table below sets forth the number of AXA shares and the percentage of shares directly (treasury shares) or indirectly (shares
held by the subsidiaries) held by the Company.

    Number of shares   % of share capital (a)   Par value
(in Euro)
Treasury shares held directly by the Company   5,669,457 (b)   0.27%   12,983,056.53
Treasury shares owned by Company subsidiaries   17,496,175   0.84%   40,066,240.75
TOTAL   23,165,632   1.11%   53,049,297.28
(a) Percentage calculated on the basis of the number of Company's outstanding ordinary shares as of January 31, 2009 (Source: Euronext Notice of January 29, 2009).
(b) Excluding the 6,899,477 shares which are the object of a futures contract expiring on April 20, 2009.

Analysis of treasury shares in terms of objectives as of January 31, 2009

    Liquidity contract   Hedging of free
shares granted
to employees		   Cancellation
Number of treasury shares held
directly by the Company		   5,650,000   19,457   -

Objectives of the Company's share repurchase program

Pursuant to the provisions of the European Commission Regulation n° 2273/2003 which came into force on December 22, 2003
and in accordance with market practices permitted by the AMF, the objectives of the Company's share repurchase program that
will be submitted to the Shareholders' approval on April 30, 2009 are the following:

a)  optimizing the liquidity of AXA ordinary shares, notably to foster regular and liquid trading in the securities through a liquidity
contract that complies with the Association Française des Marchés Financiers (AMAFI) Code of conduct approved by the
Autorité des marchés financiers (AMF), and agreed to with an investment service provider, in compliance with market practice
accepted by the AMF;

b)  (i) hedging stock options offered to some or all employees or eligible corporate officers of the Company and/or affiliated entities
or economic interest groups as defined in Article L.225-180 of the French Commercial Code, (ii) granting free shares to some
or all eligible corporate officers, employees, former employees and general insurance agents enrolled in a employer-sponsored
company savings plan sponsored by the Company or the AXA Group, (iii) granting free shares to some or all employees or
eligible corporate officers of the Company and/or its affiliated entities or economic interest groups notably in accordance with
Article L.225-197-2 of the French Commercial Code, in connection with the provisions of Articles L.225-197-1 et seq. of the
French Commercial Code, and (iv) assigning shares to some or all employees, former employees, eligible corporate officers and
general insurance agents of the Company or the AXA Group in connection with the implementation of any employee savings
plan in accordance with the applicable laws and regulations, notably the Articles L.3332-1 et seq. of the French Labor Code,
or any other employee savings plans;

c)  holding shares for the purpose of subsequent payment or in exchange in respect of potential external growth acquisitions, in
compliance with the market practice accepted by the AMF;

179

d) delivering shares upon exercise of rights attached to debt instruments giving a claim on the Company's share capital by way
of repayment, conversion, exchange, presentation of a warrant or in any other manner;

e)  canceling some or all of these shares, provided that the Management Board is duly authorized by the Shareholders, under an
extraordinary resolution, to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase
program; or

f)  in general, performing all operations admissible, or to be subsequently admitted, by the laws and regulations in force.

Maximum percentage of share capital, maximum number and types of securities that may be repurchased
by the Company and maximum purchase price

Share repurchase program submitted to Shareholders approval on April 30, 2009
Type of securities   Maximum % of share capital   Maximum number
of shares(a)		   Maximum purchase price
(per share)
Ordinary shares   10%   208,915,816   €30
(a) This number corresponds to the theoretical maximum number of shares that may be purchased by the Company, calculated on the basis of the Company's
registered share capital as of December 31, 2008, i.e. €4,784,172,207.01 divided into 2,089,158,169 shares. Based on the number of treasury shares held
directly by the Company on that date, AXA may purchase up to 204,196,309 of its own securities.

Duration of the repurchase program

18 months, subject to the approval of the program by the ordinary Shareholders' Meeting of April 30, 2009.

Table of transactions made during the current share repurchase program (until January 31, 2009)

Number of shares purchased since the beginning of the program   36,015,728
Number of shares sold since the beginning of the program   39,550,205
Number of shares transferred since the beginning of the program   2,192
Number of shares cancelled since the beginning of the program   -

All of the share repurchases in the above table were made for cash.
The Company entered into a derivatives transaction on December 23, 2008 consisting of a futures contract with respect to
6,899,477 shares with an expiration date of April 20, 2009.

Transactions completed in 2008 by AXA in its own shares

In connection with its share repurchase programs, which were approved respectively by AXA's Shareholders at their Annual
Meeting held on May 14, 2007 (13th resolution) and at their Annual Meeting held on April 22, 2008 (15th resolution), AXA, in
accordance with the provisions of article L.225-209 of the French Commercial Code, has continued the liquidity contract dated
May 16, 2005 that complies with the AMAFI Code of Conduct approved by AMF. This contract has an initial duration of one year,
is automatically renewed unless terminated by one of the parties and appoints Crédit Agricole Cheuvreux to execute transactions
pursuant to the terms of the contract.

Between January 1, 2008 and April 22, 2008, 10,285,769 shares were purchased under this liquidity contract for an average
weighted gross unit price of €23.05 and 10,250,769 shares were sold for an average weighted gross unit price of €23.20. Related
transaction fees incurred over the same period amounted to €134,000.

Between April 23, 2008 and December 31, 2008, 31,236,387 shares were purchased under this liquidity contract for an average
weighted gross unit price of €18.44, and 28,821,387 shares were sold for an average weighted gross unit price of €18.81. Related
transaction fees incurred over the same period amounted to €266,000.

In addition, and in connection with the two share repurchase programs mentioned above (liquidity contracts being excluded),
AXA repurchased 247,202 of its own shares (exercises of call options and settlements of futures contracts) between January 1,
2008 and April 22, 2008 for an average weighted gross unit price of €23.11, and between April 23, 2008 and December 31, 2008
AXA sold, off-exchange, 6,899,477 of its own shares for a unit price of €15.09.

As a result, on December 31, 2008 the number of treasury shares held under the liquidity contract was 4,700,000 and the number
of treasury shares, allocated for hedging purposes, was 19,507, i.e. a total of 4,719,507 shares held directly by the Company,
equal to 0.23% of AXA's share capital at the year-end closing date, acquired for an aggregate purchase price of €64,430,658.86
(with a par value of €2.29 per share).

180        2008 ANNUAL REPORT

3.4 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

CAPITAL OWNERSHIP

As of December 31, 2008, AXA's fully paid up issued and outstanding share capital totaled €4,784,172,207.01 divided into
2,089,158,169 shares, each with a par value of €2.29 and eligible for dividends as of January 1, 2008.

To the best of the Company's knowledge, the table below summarizes the ownership of its issued outstanding ordinary shares
and voting rights as of December 31, 2008:

    Number of shares   Capital ownership   Voting rights (a)
Mutuelles AXA (b)   298,481,985   14.29%   23.10%
Treasury shares held directly by
the Company		   4,719,507 (f)   0.23%   [0.18%] (c)'
Treasury shares held by Company subsidiaries
(directly or indirectly) (d)		   17,584,586   0.84%   [0.68%] (c)
Employees and agents   122,348,395   5.86%   6.77%
BNP Paribas SA   120,943,566   5.79%   9.36%
General public   1,525,080,130   72.99%   59.91%
TOTAL   2,089,158,169 (e)   100%   100%
(a) In this table voting rights' percentages are calculated on the basis of all shares with voting rights attached, notwithstanding the fact that certain of these
shares may be deprived of voting rights by law or otherwise (for example, treasury shares are deprived of voting rights under French law).
(b)  AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle.
(c) These shares will be entitled to vote when they cease to be treasury shares (e.g. upon their sale or other transfer to an unaffiliated third party).
(d) Treasury shares as indicated in Note 13 to "Consolidated Financial Statements" included in Part V of this Annual Report.
(e) Source: Euronext Notice of December 29, 2008. (f) Excluding the 6,899,477 shares which are the object of a futures contract expiring on April 20, 2009.

To the best of the Company's knowledge, no shareholder held more than 5% of the Company's outstanding ordinary shares or
of the voting rights as of December 31, 2008 except as indicated in the table above.

Certain of the Company's shares are entitled to double voting rights as described in Part VI "Certain additional information"
- "Voting rights" Section of this Annual Report. Of the Company's 2,089,158,169 outstanding ordinary shares as of
December 31, 2008, 495,306,020 shares entitled their holders to double voting rights as of that date.

181

Significant changes in capital ownership

Significant changes in ownership of the Company's share capital between December 31, 2006 and December 31, 2008 are set
forth in the table below.

As of December 31, 2008|a|
        
    Number
of shares		   Capital
ownership (%)		   Number
of votes		   Voting
rights (%)		   Number os share
Mutuelles
AXA (b)		   298,481,985   14.29%   596,963,970   23.10%   298.481,986
Treasury shares held
directly by the Company		   4,719,507   0.23%   [4,719,507] (c)   [0.18%] (c)   9,896,268
Treasury shares held by
Company subsidiaries
(directly and indirectly) (d)		   17,584,586   0.84%   [17,584,586] (c)   [0.68%] (c)   20,859,062
Employees and agents   122,348,395   5.86%   175,001,141   6.77%   107,755,703
General public (e)   1,646,023,696   78.78%   1,790,194,985   69.27%   1,623,760,473
TOTAL   2,089,158,169 (f)   100%   2,584,464,189   100%   2,060,753,492

(a) In this table voting rights’ percentages are calculated on the basis of all shares with voting rights attached, notwithstanding the fact that certain of these
shares may be deprived of voting rights by law or otherwise (for example, treasury shares are deprived of voting rights under French law).
(b) AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle.
(c) These shares will be entitled to vote when they cease to be treasury shares (e.g. upon their sale or other transfer to an unaffiliated third party).
(d) Treasury shares as indicated in Note 13 to “Consolidated Financial Statements” included in Part V of this Annual Report.
(e) Source: Euronext Notice of December 29, 2008.
(f) Excluding the 6,899,477 shares which are the object of a futures contract expiring on April 20, 2009

As of December 31, 2008, to the best of the Company's knowledge based on the information available to it, the Company had
approximately:
•   10,463 total registered holders of its ordinary shares (i.e. shareholders holding in nominative form); and
•  90,498,617 ADSs outstanding, representing approximately 4.3% of the Company's total outstanding ordinary shares.

As of December 31, 2008, to the best of the Company's knowledge based on the information available to it, (i) substantially all
of the ADS were held by U.S. residents and (ii) approximately 19.55% of the Company's total outstanding ordinary shares were
held by U.S. residents (including the ordinary shares held through the ADR program).

Fully diluted capital as of December 31, 2008

The following table indicates the Company's fully diluted share capital, assuming that the maximum number of new shares is
issued following the exercise of all outstanding stock options and warrants.

    Fully diluted capital
Ordinary shares issued on December 31, 2008|a|   2,089,158,169
Stock options   80,226,817
Stock subscription warrants related to the SharePlan operation in Germany   5,480,275
Maximum total number of shares   2,174,865,261
(a) Source: Euronext Notice of December 29, 2008.

182        2008 ANNUAL REPORT

As of December 31, 2007 (a)
   As of December 31, 2006 (a)
Capital
ownership (%)		   Number
of votes		   Voting
rights (%)		   Number
of shares		   Capital
ownership (%)		   Number
of votes		   Voting
rights (%)
14.48%   496,139,340   20.84%   298,481,986   14.26%   485,761,485   20.65%
0.48%   [9,896,268] (c)   [0.42%] (c)   2,554,613   0.12%   [2,554,613] (c)   [0.11%] (c)
1.01%   [20,859,062] (c)   [0.88%] (c)   26,991,283   1.29%   [26,991,283] (c)   [1.15%] (c)
5.23%   143,111,767   6.01%   105,004,498   5.02%   151,907,600   6.46%
78.80%   1,710,668,535   71.85%   1,659,855,934   79.31%   1,685,036,402   71.63%
100%   2,380,674,972   100%   2,092,888,314   100%   2,352,251,383   100%

183

AXA SUBORDINATED CONVERTIBLE BONDS AS OF DECEMBER 31, 2008 (a)

   
Subordinated convertible bonds from February 17, 2000
Number of bonds  
6,646,524
Issue price  
€165.50
Total principal amount  
€1,099,999,722
Closing date  
February 17,2000
Maturity date  
January 1,2017
Coupon  
3.75%
Conversion  
Starting February 17, 2000: 4.15 (b) shares for 1 bond
Maturity of the bonds  
Total redemption on January 1, 2017 at €269.16 per bond,
i.e. 162.63% of the nominal amount
Early redemption  
- The Company may purchase the bonds on any Stock Exchange or otherwise in accordance with applicable law, including by way of tender for purchase or exchange, - At the option of the issuer, in cash, from January 1, 2007 at a price with a gross 6% actuarial yield, if the Company's share average over 10 consecutive days is above 125% of the anticipated repayment price, - At anytime, at the option of the issuer, at €269.16 if the number of bonds in circulation is below 10% of the number of bonds issued.
Number of bonds in circulation as of December 31, 2008  
6,636,896
(a) AXA's 2017 bonds can still be converted, but any dilutive impact created by the issuance of new shares resulting from the conversion of the bonds is neutralized by the automatic exercise of call options on the AXA shares which have been put in place since January, 2007.
(b) Following the capital increase with preferential subscription rights made by AXA in June 2006 in order to finance part of the Winterthur acquisition, the
conditions of conversion of AXA 2017 convertible bond were adjusted. The conversion ratio was increased from 4.06 to 4.15 AXA shares with a par value
of €2.29 for one convertible bond (see Euronext notice n° 2006-2063 published on July 18, 2006).

RELATED PARTY TRANSACTIONS, EMPLOYEE SHAREHOLDERS
AND CROSS-SHAREHOLDING AGREEMENTS

Related party transactions

For information concerning related party transactions, please see Part V "Consolidated Financial Statements" - Note 27 "Related
Party Transactions" of this Annual Report.

Employee shareholders

SharePlan

Since 1993, the AXA Group has promoted employee shareholding by offering each year to its employees an opportunity to
become shareholders through a special equity issue reserved exclusively for them ("SharePlan").

By virtue of the authorization granted by the shareholders at the Annual General Meeting of April 22, 2008 (19th resolution), the
Management Board increased the Company's share capital in one offering, through the issue of shares to Group employees
under the SharePlan 2008 program. The shareholders waived their preferential subscription rights to facilitate this offering to
employees. In the countries that met the legal and tax requirements for participation in SharePlan, two investment options were
offered in 2008:
•   the traditional plan, offered in 36 countries,
•   the leveraged plan, offered in 36 countries.
More than 35,000 employees in 37 countries took part in SharePlan 2008, and participating employees invested a total of
approximately €460 million, as follows:
•  €29.3 million in the traditional plan, and
•  €431 million in the leveraged plan.

On the closing of the 2008 SharePlan offering in November 2008, AXA issued a total of 24.7 million new ordinary shares each
with a par value of €2.29, all of which were entitled to dividends for 2008. Most Group employees participating in SharePlan are
entitled to directly exercise their voting rights at AXA's Shareholders' Meetings.

As of December 31, 2008, AXA employees and agents held 5.86% of the Group's outstanding ordinary shares and 6.77% of the
voting rights. These shares are owned through mutual funds or directly, in the form of shares or ADRs.

184        2008 ANNUAL REPORT

AXA Miles

In order to reward its employees for the results obtained in 2005 and 2006 and to foster their engagement to the success of its
"Ambition 2012" project, AXA has implemented a worldwide program of granting free shares to all its employees, called "AXA
Miles".

By virtue of the authorization granted by the shareholders at the Annual General Meeting of May 14, 2007, the Management
Board granted on July 1, 2007, 50 AXA shares to each employee of the AXA Group, with the exception of Management Board
and Executive Committee members.

This broad-based grant to all employees having at least 3 months of service as of July 1, 2007, regardless of their position or
compensation level, was designed to underline the important role that all Group employees have in helping the Group to attain
its Ambition 2012 objectives.

The AXA Miles program resulted in a grant of 5,586,900 AXA shares to 111,738 employees in 54 countries. While the vesting
conditions and holding periods applicable to these shares vary depending on local regulations, these shares generally are not
fully vested and available to employees before the fourth anniversary of the grant date.

Cross-Shareholding Agreements

AXA has entered into cross-shareholding agreements with BNP Paribas and Schneider which are described hereafter.

Agreement with BNP Paribas

On December 15, 2005, and after authorization by the AXA Supervisory Board on June 29, 2005, the AXA Group and the
BNP Paribas Group entered into an agreement that replaces a prior agreement between them dated September 12, 2001.

The 2005 agreement maintains the provisions of the prior agreement concerning minimal and stable cross-shareholdings. Pursuant
to the agreement, the AXA Group undertakes to hold at least 43,412,598 shares of BNP Paribas and the BNP Paribas Group
undertakes to hold at least 61,587,465 shares of AXA. These amounts are subject to adjustment to reflect the impact of certain
capital transactions, including, but not limited to: capital increases, free allotments of stock, stock splits or similar transactions.
In addition, the agreement includes an option for each party to repurchase its shares in the event of a hostile change of control
of the other party.

In force for a period of five years starting from December 16, 2005, this agreement is renewable automatically for an initial period
of two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate the agreement
earlier, in which case the terminating party is required to give three months notice prior to the next renewal date.

The agreement was made public by the AMF (Autorité des marchés financiers) on December 21, 2005.

Agreement with Schneider

On May 15, 2006, and after authorization by the AXA Supervisory Board on December 21, 2005, the AXA Group, the Mutuelles
AXA and the Schneider Group entered into an agreement that provides for the maintenance of minimal cross-shareholdings. Under
the terms of this agreement, the AXA Group undertakes to hold at least 2,583,300 shares of Schneider stock and the Schneider
Group undertakes to hold at least 8,816,681 AXA ordinary shares. The number of shares held under this cross-shareholding
agreement will be adjusted as needed to reflect the impact of certain capital transactions, including, but not limited to: capital
increases, free allotments of stock, stock splits or similar transactions. In addition, the agreement includes an option for each
party to repurchase its shares in the event of a hostile change of control of the other party.

In force for a period of one year from the date of signature, this agreement is renewable automatically for successive periods of
one year thereafter, unless one of the parties decides to terminate beforehand, in which case the terminating party is required to
give three months notice prior to the next renewal date.

The agreement was made public by the AMF (Autorité des marchés financiers) on May 31, 2006.

185

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

62, rue de Villiers                                                                                                                                         61, rue Henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special report of the Statutory Auditors on regulated agreements and commitments

(Article L.225-209 of the French Commercial Code)
(for the year ended December 31, 2008)

This is a free translation into English of the Statutory Auditors' report issued in French and which is provided solely for the
convenience of English readers. This report should be read in conjunction with, and construed in accordance with, French
law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of your Company, we hereby submit our report on regulated agreements and
commitments.

It does not fall within the scope of our assignment to ascertain the potential existence of other agreements and commitments
but rather, on the basis of the information that was supplied to us, to inform you, the shareholders, of the main features of those
agreements of which we have been informed. It is not our responsibility to express an opinion on the utility or merits of such
agreements. Pursuant to Article R.225-58 of the French Commercial Code, you are asked to form an opinion on the relevance
of such agreements for the purpose of approving them.

No notice of Agreements and commitments:

No regulated commitment or agreement falling within the scope of Articles L.225-86 and L.225-90-1 of the French Commercial
Code was submitted to us.

Agreements and commitments approved in prior fiscal years that remained in force in 2008:

In accordance with French Commercial Code, we have been informed that the following commitments and regulated agreements,
approved in prior fiscal years, remained in force in 2008:

• With the BNP Paribas Group
On December 15, 2005 and after authorization by the AXA Supervisory Board on June 29, 2005, the AXA Group (AXA and its
subsidiaries) and the BNP Paribas Group entered into an agreement that replaces the one in force since September 12, 2001.
The new agreement contains provisions in terms of minimal and stable cross-shareholdings (the AXA Group undertakes initially
to hold at least 43,412,598 shares of BNP Paribas stock; the BNP Paribas Group undertakes initially to hold at least 61,587,465
shares of AXA stock; these amounts will be adjusted thereafter in order to reflect the impact of capital transactions, including but
not limited to free allotments of stock or share tenders involving the same company (stock splits or regrouping, etc.), and capital
increases involving either BNP Paribas or AXA, and also provides for a reciprocal repurchase option in the event of a hostile
takeover on either AXA or BNP Paribas.

In force for a period of five years as from December 16, 2005, this agreement is renewable automatically for an initial period of
two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate beforehand, in
which case it is required to give three months notice prior to the next renewal date.
The agreement was made public by the AMF (Autorité des marchés financiers) on December 21, 2005.

• With Schneider
On May 15, 2006, and after authorization by the AXA Supervisory Board on December 21, 2005, the AXA Group (the AXA
Mutuelles, AXA and its subsidiaries) and the Schneider Group entered into an agreement that provides for the maintenance of
minimal cross-shareholdings. Under the terms of this agreement, the AXA Group undertakes to hold at least 2,583,300 shares
of Schneider stock and the Schneider Group undertakes to hold at least 8,816,681 shares of AXA stock. The number of shares
held under this cross-shareholding agreement will be adjusted as needed in order to reflect the impact of capital transactions,
including but not limited to free allotments of stock or share tenders involving the same company (stock splits or regrouping,
etc.). In addition, the parties have consented to a reciprocal repurchase option in the event of a hostile takeover on either AXA
or Schneider.

In force for a period of one year as of the date of its signature, this agreement is renewable automatically for successive periods
of one year thereafter, unless one of the parties decides to terminate beforehand, in which case it is required to give three months
notice prior to the next renewal date.

186        2008 ANNUAL REPORT

The agreement was made public by the AMF (Autorité des marchés financiers) on May 31, 2006.

We performed our work in accordance with the standards of our profession applicable in France. These standards consisted in
the verification of the consistency between the information we received and the original documentation in which these information
were contained.

Courbevoie and Neuilly sur Seine, March 25, 2008

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                         Mazars

Yves Nicolas - Eric Dupont                                                Patrick de Cambourg - Jean-Claude Pauly

187

3.5 THE OFFER AND LISTING

MARKETS

The principal trading market for the Company's ordinary shares is the Compartment A of Euronext Paris. The AXA ADSs, each
representing one AXA ordinary share, are listed on the New York Stock Exchange.

Trading on Euronext Paris

Official trading of listed securities on Euronext Paris, including the Company's ordinary shares, is transacted through French
stockbrokers (sociétés de bourse) and takes place continuously on each business day in Paris from 9:00 a.m. to 5:25 p.m. (Paris
time), with a fixing of the closing price at 5:30 p.m.

In France, the Company's ordinary shares are included in the principal index published by Euronext Paris (the "CAC 40 Index").
The Company's ordinary shares are also included in Euronext 100, the index representing Euronext's blue chip companies based
on market capitalization. The Company's ordinary shares are also included in the Dow Jones STOXX 50 and Dow Jones Euro
STOXX 50, blue chip indices comprised of the 50 most highly capitalized and most actively traded equities throughout Europe
and within the Eurozone, respectively. In addition, the Company's ordinary shares are also included in the Dow Jones Euro Stoxx
Insurance, the insurance related index for companies within the Eurozone.

The table below sets forth, for the periods indicated, the reported high and low prices (closing and intraday) in Euro for the
Company's ordinary shares on Euronext Paris:

Calendar Period   Closing High (€) (a)   Closing Low (€) (a)   Intraday High (€)   Intraday Low (€)
2003   16.67   8.76   17.05   8.75
2004   18.76   15.47   18.99   15.30
2005   27.43   17.72   27.54   17.56
2006                
First quarter   29.48   25.59   30.05   25.15
Second quarter   29.92   23.41   30.08   23.00
Third quarter   29.52   24.28   29.62   23.92
Fourth quarter   31.13   28.07   31.26   28.06
Annual   31.13   23.41   31.26   23.00
2007                
First quarter   34.42   29.53   34.48   29.50
Second quarter   34.61   31.00   34.88   30.55
Third quarter   32.72   27.78   32.95   27.56
Fourth quarter   32.28   25.33   32.49   25.12
Annual   34.61   25.33   34.88   25.12
(a) Following the issue of new shares with preferential subscription rights made by AXA in June 2006 (see Euronext notice n° 2006-1670 published on June 14,
2006), historical share prices were adjusted on the basis of the theoretical value of the right (see Euronext notice n° 2006-1719 published on June 16. 2006).

188        2008 ANNUAL REPORT

Calendar Period   Closing High (€) (a)   Closing Low (€) (a)   Intraday High (€)   Intraday Low (€)
2008                
First quarter   26.98   19.45   27.60   19.18
Second quarter   25.44   18.86   25.68   18.05
Third quarter   24.65   17.22   24.95   16.08
Fourth quarter   24.23   11.71   24.29   11.11
Annual   26.98   11.71   27.60   11.11
2008 and 2009                
August 2008   22.35   18.69   22.67   18.53
September 2008   24.65   19.77   24.95   18.50
October 2008   24.23   12.04   24.29   11.91
November 2008   17.00   11.71   17.12   11.11
December 2008   16.80   13.65   17.20   13.57
January 2009   17.15   11.40   17.35   10.88
February 2009   13.69   7.34   13.82   7.06
(a) Following the issue of new shares with preferential subscription rights made by AXA in June 2006 (see Euronext notice n° 2006-1670 published on June
14, 2006), historical share prices were adjusted on the basis of the theoretical value of the right (see Euronext notice n° 2006-1719 published on June 16,
2006).

Trading on the New York Stock Exchange

The Bank of New York Mellon serves as depositary with respect to the Company's ADSs traded on the NYSE. Each ADS represents
the right to receive one ordinary share.

The table below sets forth, for the periods indicated, the reported high and low prices (closing and intraday) in U.S. dollars for
the Company's ADSs on the NYSE:

Calendar Period   Closing High ($)   Closing Low ($)   Intraday High ($)   Intraday Low ($)
2003   21.47   10.32   21.49   9.96
2004   24.82   19.18   24.94   19.00
2005   33.33   23.40   33.35   23.35
2006                
First quarter   35.86   31.47   35.96   31.40
Second quarter   38.62   30.13   38.76   29.81
Third quarter   37.80   30.73   37.80   30.36
Fourth quarter   40.55   36.92   40.70   36.72
Annual   40.55   30.13   40.70   29.81
2007                
First quarter   45.33   39.82   45.39   38.95
Second quarter   47.01   41.19   47.10   41.17
Third quarter   44.96   37.51   45.25   36.57
Fourth quarter   45.55   37.72   45.85   37.68
Annual   47.01   37.51   47.10   36.57

189

Calendar Period   Closing High ($)   Closing Low ($)   Intraday High ($)   Intraday Low ($)
2008                
First quarter   39.69   30.67   40.17   30.09
Second quarter   39.57   29.42   40.00   29.42
Third quarter   35.95   27.19   36.00   26.28
Fourth quarter   34.30   13.86   34.75   13.78
Annual   39.69   13.86   40.17   13.78
2008 and 2009                
August 2008   33.82   29.24   33.93   28.88
September 2008   35.95   27.79   36.00   26.32
October 2008   34.30   15.87   34.75   14.85
November 2008   21.99   13.86   22.31   13.78
December 2008   23.27   17.15   23.27   17.10
January 2009   24.13   15.18   24.20   14.23
February 2009   17.80   9.08   18.06   9.00
We cannot assure you of the market price of the Company's ordinary shares or ADSs, and past price is no indication of future
performance. We urge you to obtain current market quotations for these securities.

190        2008 ANNUAL REPORT

PART IV

RISK FACTORS, CERTAIN
DISCLOSURES ABOUT MARKET
RISKS AND RELATED MATTERS

4.1 RISK FACTORS      
Risks relating to the financial markets, our financial strength ratings and financial      
condition, the valuation of our assets and related matters   192  
Risks relating to the structure of our Group, the scope and nature of our business,
the environment in which we operate and the products we offer		   197  
Risks related to ownership of AXA ADSs or ordinary shares   204  
4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK AND RISK FACTORS		      
The Risk Management organization   206  
Market risk   208  
Credit risk   218  
Insurance risk   222  
Operational risks   226  
4.3 CERTAIN FINANCIAL INFORMATION      
Legal Proceedings   228  
Dividend Policy   228  
Significant changes   228  

191

4.1 RISK FACTORS

You should carefully consider the following risks. These risks could materially affect our business, results of operations or financial
condition, cause the trading price of our ordinary shares and/or ADSs to decline materially or cause our actual results to differ
materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company.
The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations or
cash flows.

RISKS RELATING TO THE FINANCIAL MARKETS, OUR FINANCIAL STRENGTH
RATINGS AND FINANCIAL CONDITION, THE VALUATION OF OUR ASSETS AND
RELATED MATTERS

Current difficult conditions in the global financial markets and the economy may materially adversely
affect our business and profitability, and these conditions may continue

Our results of operations are materially affected by conditions in the global financial markets and the economy generally. The
stress experienced in the global financial markets that started in the second half of 2007 continued and substantially increased
throughout 2008 and continues in 2009. A wide variety of factors including concerns over the availability and cost of credit, the
stability and solvency of financial institutions and other companies, future inflation, energy costs, and geopolitical issues have
contributed to increased volatility and diminished expectations for the economy in general and the markets going forward. These
factors, combined with volatile oil prices, depressed real estate markets, falling equity market values, declining business and
consumer confidence and the risks of increased future inflation and unemployment, have precipitated a significant economic
slowdown and fears of a potential global recession.

The global fixed-income markets are experiencing a period of both extreme volatility and limited market liquidity conditions, which
have affected a broad range of asset classes and sectors. As a result, the market for fixed income instruments has experienced
decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. Global equity markets
experienced a severe correction of historic proportions over the past months with many major markets falling more than 40%
from their peak and continue to experience extreme volatility.

These events and the continuing market upheavals, including extreme levels of volatility, have had and may continue to have
an adverse effect on our revenues and results of operations in part because we have a large investment portfolio and are also
dependent upon customer behavior and confidence. In 2008 our consolidated revenues declined from their 2007 levels and our
net income fell significantly from 2007 levels due to a variety of factors including impairments and unfavorable changes in the
values of our investment assets. A prolonged continuation of the adverse market and broader economic environment that we
experienced at the end of 2008 and early 2009, may continue to adversely affect our business and future profitability, particularly
our Life & Savings and Asset Management businesses. In our Life & Savings business, these conditions could affect the sales of
our participating life insurance and pension products, mutual funds, asset management services and products with financial risk
borne by the policyholders (unit-linked), including variable annuity products and variable life products. In particular, protracted
or steep declines in the stock or bond markets typically reduce the popularity of unit-linked products. Also, the account value of
these products will be affected by a downturn in financial markets and decreased account values will decrease the fees generated
by these products. In our Asset Management business, these adverse market conditions may result in continued decreases
in the value of the assets we manage and affect our ability to accumulate and retain those assets, since clients may choose to
withdraw assets under management in these circumstances.

Our ability to make a profit on insurance products and investment products, including fixed and guaranteed products, depends
in part on the returns on investments supporting our obligations under these products, and the value of specific investments may
fluctuate substantially depending on the foregoing conditions. Certain types of insurance and investment products that we offer
expose us to risks associated with fluctuations in financial markets, including certain types of interest sensitive or variable products
such as guaranteed annuities or variable annuities, which have crediting or other guaranteed rates or guaranteed minimum benefits
not necessarily related to prevailing market interest rates or investment returns on underlying assets. Although we use hedging
techniques to manage our exposure under certain of these guarantees, increased volatility in the financial markets, combined
with unanticipated policyholder behavior, may increase the cost of these hedges and/or negatively affect our ability to hedge
certain of these risks, which may adversely affect our profitability. For further risks related to our hedging techniques, see "Risks
relating to the nature of our business and the environment in which we operate - Our hedging programs may be inadequate to
protect us against the full extent of the exposure or losses we seek to mitigate which may negatively impact our business, results
of operations and financial condition."

192        2008 ANNUAL REPORT

Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets,
and inflation all affect the business and economic environment and, ultimately, the amount and profitability of our business. In
an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business
investment and lower consumer spending, the demand for our financial and insurance products could be adversely affected. In
addition, we may experience an elevated incidence of lapses or surrenders of policies, and our policyholders may choose to defer
paying insurance premiums or stop paying insurance premiums altogether. These developments could have a material adverse
effect on our business, results of operations and financial condition.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs,
access to capital and cost of capital

The capital and credit markets have been experiencing extreme volatility and disruption for more than eighteen months. In the
second half of 2008, the volatility and disruption reached unprecedented levels and severely limited the availability of additional
liquidity in the markets and credit capacity for most issuers including AXA.

We need liquidity to pay our operating expenses (including claims and surrenders), interest on our debt, dividends on our
capital stock and to refinance certain maturing debt and other liabilities. In addition, we need liquidity in connection with certain
derivatives transactions to which we are party which require us to post cash collateral and/or subject us to margin calls in certain
circumstances. A lack of sufficient liquidity and/or access to financing over a prolonged period may have a material adverse effect
on our business, results of operations and consolidated financial position. The principal sources of our liquidity are insurance
premiums, annuity considerations, deposit funds, asset management fees, cash flows from our investment assets and cash/cash-
equivalents on our balance sheet. Sources of liquidity in normal markets also include a variety of short-and long-term instruments,
including repurchase agreements, commercial paper, medium-and long-term debt, junior subordinated debt securities, capital
securities and stockholders' equity.

In the event our current resources do not satisfy our needs, we may have to seek additional financing. The availability of additional
financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading
activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the
possibility that customers or lenders could develop a negative perception of our long-or short-term financial prospects if we incur
large investment losses or if the level of our business activity decreased due to a market downturn. Similarly, our access to funds
may be impaired if regulatory authorities or rating agencies take negative actions against us. While management has in place a
liquidity risk management framework that includes active monitoring of the Group's liquidity position and contingency plans for
accessing liquidity, if our internal sources of liquidity prove to be insufficient or if our liquidity requirements change so as to require
additional funding, we may not be able to successfully obtain additional financing on favorable terms, or at all.

Continued disruptions, uncertainty and volatility in the capital and credit markets of the type experienced over the past months may
also limit our access to the financing required to operate our business, most significantly our insurance operations, refinance, in a
timely manner, our maturing debt or other liabilities, satisfy statutory capital requirements of our insurance subsidiaries and access
the financing necessary to grow our business organically and/or through acquisitions. In this context, we may be forced to delay
raising capital or to accept onerous financing which could decrease our profitability and significantly reduce our financial flexibility.

The Company's consolidated solvency margin declined significantly during 2008 and continued adverse
capital market conditions may further negatively impact our consolidated solvency margin and the
regulatory capital requirements of our insurance subsidiaries which could have a material adverse affect
on our business, liquidity, credit ratings, results of operations and financial position

The Company's insurance subsidiaries are subject to the regulatory capital requirements in the jurisdictions where they do business,
which are designed to monitor capital adequacy and to protect policyholders. While the specific regulatory capital requirements (including
definition of admitted assets and methods of calculation) vary between jurisdictions, an insurer's required capital can be impacted by a
wide variety of factors including, but not limited to, business mix, product design, sales volume, invested assets, liabilities, reserves and
movements in the capital markets, including interest rates and equity markets. Regulatory capital requirements may increase, possibly
significantly, during periods of declining equity markets and/or lower interest rates such as those experienced during 2008.

At the consolidated Group level, the Company is required to calculate, in accordance with applicable French "Solvency I"
regulations, a consolidated solvency margin ratio which represents the Company's total available capital as compared to its
required regulatory capital. Under applicable French regulations, 100% is the minimum required consolidated solvency margin for
the Company. At December 31, 2008 the Company's consolidated solvency margin was 131% (or 127% taking into account the
proposed 2008 dividend payment of €0.40 per share) which represented a €6 billion capital surplus at that date: (i) €22.1 billion
of required capital1, versus (ii) €28.1 billion of available capital2. The Company's year-end 2008 solvency margin is lower than
its consolidated solvency margin at December 31, 2007 (154%) and December 31, 2006 (186%). While management believes

(1) For this purpose, required capital is calculated based on formulas that take into account a variety of factors including (i) for life & savings business: specified
percentages of mathematical reserves (4% of mathematical reserves for business where investment risk is borne by the insurer and 1% of mathematical
reserves for business where investment risk is borne by policyholders) adjusted by an entity specific retention rate plus an amount of capital at risk; and
(ii) for property & casualty business, the highest amount of the following two results: 23% of the average cost of claims or 16% of the gross premiums
written or earned, in each case, subject to various adjustments.
(2) For this purpose, available capital represents (i) tangible net asset value, i.e. consolidated shareholders equity less intangible assets (including DAC).
perpetual debt and certain other items, plus (ii) subordinated debt, unrealized capital gains, minority interests and certain other items.

193

that consolidated solvency calculation methodologies and calculations are not entirely uniform and comparable across markets
and between companies, the Company's consolidated solvency margin is lower than the consolidated solvency margin ratios
published by certain of the Company's principal competitors. The decline in the Company's consolidated solvency margin ratio
during 2008 was due to a number of factors including the significant drop in equity markets, valuation of fixed income securities
and foreign exchange impacts as well as other factors. Continued adverse capital market conditions would further negatively
impact the Company's consolidated solvency margin.

Management monitors the Company's consolidated solvency margin and the regulatory capital requirements of its insurance
subsidiaries on an on-going basis both for regulatory compliance purposes and to ensure that the Company and its subsidiaries
are appropriately positioned from a competitive point of view. Insurance regulators have broad discretion in interpreting, applying
and enforcing their rules and regulations with respect to regulatory capital requirements and, during periods of extreme financial
market turmoil of the type we have experienced over the past several months, regulators may become more conservative in the
interpretation, application and enforcement of these rules which may involve them, for example, imposing increased reserving
requirements for certain types of risks, greater liquidity requirements, higher discounts / "haircuts" on certain assets or asset
classes, more conservative calculation methodologies or taking other similar measures which may significantly increase regulatory
capital requirements. In the event of a failure by the Company and/or any of its insurance subsidiaries to meet minimum regulatory
capital requirements, insurance regulators have broad authority to require or take various regulatory actions including limiting or
prohibiting the issuance of new business, prohibiting payment of dividends, and/or, in extreme cases, putting a company into
rehabilitation or insolvency proceedings. A failure of any of the Company's insurance subsidiaries to meet their regulatory capital
requirements and/or a reduction in the level of their regulatory capital that may negatively impact their competitive position may
also result in the Company having to inject significant amounts of new capital into its insurance subsidiaries which could adversely
affect the Company's liquidity position, results of operations and financial position. In 2008, the Company provided significant
amounts to its subsidiaries through loans, capital contributions or other mechanisms including approximately €2.44 billion loaned
to its U.S. subsidiary AXA Financial that was used to enhance the capitalization of AXA Financial's insurance subsidiaries. In the
current financial market environment, management believes that its insurance subsidiaries may become increasingly dependent
on the Company for capital resources and funding over the coming months.

Ratings agencies also take into account the Company's consolidated solvency margin and the regulatory capital position of its
insurance subsidiaries in assessing our financial strength and credit ratings. Ratings agencies may make changes to their internal
models from time to time that may increase or decrease the amount of capital we must hold in order to maintain our current
ratings. To the extent our regulatory capital levels are deemed insufficient to meet rating agency criteria, our financial strength
and credit ratings may be downgraded.

In the context of the continuing financial market crisis, management has developed various contingency plans designed to ensure
that the Company's consolidated solvency margin and the regulatory capital levels of its insurance subsidiaries remain well in
excess of regulatory minimum requirements and at levels that leave the Company and its subsidiaries well positioned from a
competitive point of view. These plans may involve use of reinsurance, sales of investment portfolio and/or other assets, measures
to reduce capital strain of new business, issuance of preference shares or other measures. There can be no assurance, however,
that these plans will be effective to achieve their objectives and any failure by the Company and/or its insurance subsidiaries
to meet minimum regulatory capital requirements and to maintain regulatory capital at competitive levels could have a material
adverse affect on our business, liquidity, credit ratings, results of operations and financial position.

A downgrade in our claims paying ability and credit strength ratings could adversely impact our business,
results of operations and financial condition

Claims paying and credit strength ratings have become increasingly important factors in establishing the competitive position of
insurance companies. Rating agencies review their ratings and rating methodologies on a recurring basis and may change their
ratings at any time. Consequently, our current ratings may not be maintained in the future. In the context of the current financial
market crisis and the deterioration in the credit and equity markets over the past months, certain rating agencies have lowered
their outlook on the life insurance sector to negative from stable and have downgraded a growing number of companies. In
February 2009, (i) Standard & Poor's affirmed its AA counterparty credit and financial strength ratings on AXA's principal insurance
subsidiaries and its A+ counterparty credit ratings on the Company, but revised its outlook on these ratings to negative from
stable and indicated that they "believe that AXA's fundamentals are sound and are highly likely to help the Group withstand market
conditions and keep ratings in the AA category in the medium term"; and (ii) Moodys' Investors Services reaffirmed the Aa3
counterparty credit and financial strength ratings on AXA's principal insurance subsidiaries and its A2 counterparty credit rating
on the Company and maintained its stable outlook. In March 2009, Fitch Ratings downgraded the financial strength ratings of
AXA's principal insurance subsidiaries from AA to AA- (one notch) and also downgraded the Company's senior debt from A+ to
A- (two notches), subordinated debt from A to BBB+ (two notches) and short term debt from F1+ to F1 (one notch). Fitch Ratings
also revised its outlook on these ratings to negative from stable. A downgrade or the potential for a downgrade of our ratings
could have a variety of negative impacts on us including (i) damaging our competitive position, (ii) negatively impacting our ability to
underwrite new insurance policies, (iii) increasing the levels of surrenders and termination rates of our in-force policies, (iv) increasing
our cost of obtaining reinsurance, (v) negatively impacting our ability to obtain financing and/or increasing our cost of financing,
(vi) triggering additional collateral requirements under certain agreements to which we are party, (vii) harming our relationships
with creditors or trading counterparties and/or (viii) adversely affecting public confidence in us. Any of these developments could
have a material adverse effect on our business, liquidity position, results of operations, revenues and financial condition.

194        2008 ANNUAL REPORT

Losses due to defaults by financial institution counterparties and other third parties, impairment of our
investment assets and unrealized losses could all negatively affect the value of our investments and
reduce our profitability

Third parties that owe us money, securities or other assets may not perform under their obligations. These parties include issuers
whose securities we hold in our investment portfolios (including mortgage-backed, asset-backed and other types of securities),
borrowers under mortgages and other loans that we extend, reinsurers to which we have ceded insurance risks, customers,
trading counterparties, counterparties under swap and other derivative contracts, other counterparties including brokers and
dealers, commercial and investment banks, hedge funds, other investment funds, clearing agents, exchanges, clearing houses
and other financial institutions. Many of our transactions with these third parties expose us to credit risk in the event of default of
our counterparty. In addition, with respect to secured transactions, our credit risk may be exacerbated when the collateral held by
us cannot be realized upon or is liquidated at prices not sufficient to cover the full amount of the loan, derivative or other secured
obligation. Also, defaults by parties with which we have no direct contractual relation, such as a default by a credit insurer that has
insured bonds, structured finance products or other securities we may hold in our investment portfolios, may adversely impact the
value of those securities and potentially adversely affect the financial markets more generally. These parties may default on their
obligations due to bankruptcy, lack of liquidity, downturns in the economy or real estate market, operational failure or other reasons.
Negative trends and investment climates in our major markets, such as those experienced in the course of the last eighteen months,
may result in an increase in investment impairments on our investment assets. There can be no assurance that any such losses or
impairments to the carrying value of these assets would not materially and adversely affect our business and results of operations.
For further risks relating to impairments taken on our investment assets, see "The determination of the amount of allowances and
impairments taken on our investments requires use of significant management judgment in certain cases, particularly for debt
instruments, and could materially impact our results of operations or financial position". The default of a major market participant
could disrupt the securities markets or clearance and settlement systems in our major markets, which could in turn cause market
declines or volatility. A failure of a major market participant could also cause some clearance and settlement systems to assess
members of that system or could lead to a chain of defaults that could adversely affect us. For risks relating to defaults by reinsurers
and retrocessionaires to which we have transferred part of our risks, see "Reinsurance may not be adequate to protect us against
losses and we may incur losses due to the inability of our reinsurers to meet their obligations".

Reinsurance may not be adequate to protect us against losses and we may incur losses due to the inability
of our reinsurers to meet their obligations

In the normal course of business, AXA seeks to reduce losses that may arise from catastrophes or other events that cause
unfavorable underwriting results through reinsurance. Under the reinsurance arrangements, other insurers assume a portion
of the losses and related expenses; however, we remain liable as the direct insurer on all risks reinsured. Consequently, ceded
reinsurance arrangements do not eliminate our obligation to pay claims and we are subject to our reinsurers' credit risk with
respect to our ability to recover amounts due from them. Although we evaluate periodically the financial condition of our reinsurers
to minimize our exposure to significant losses from reinsurer insolvencies, our reinsurers may become financially unsound by
the time their financial obligation becomes due. The reinsurance market has become increasingly concentrated following recent
mergers and acquisitions, which have reduced the number of major reinsurance providers. The inability of any reinsurer to meet
its financial obligations to us could negatively impact our results of operations. In addition, the availability, amount and cost of
reinsurance depend on general market conditions and may fluctuate significantly. Reinsurance may not be available to us in the
future at commercially reasonable rates and any decrease in the amount of our reinsurance will increase our risk of loss.

The determination of the amount of allowances and impairments taken on our investments requires use of
significant management judgment in certain cases, particularly for debt instruments, and could materially
impact our results of operations or financial position

Our accounting principles and policy with respect to the determination of allowances and impairments on our investments is set
forth in Note 1.7.2 "Financial Instruments" in the 2008 Consolidated Financial Statements included in this Annual Report. The
determination of the amount of allowances and impairments vary by investment type and is based upon our periodic evaluation
and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are
revised as conditions change and new information becomes available. In considering impairments, management considers a
wide range of factors including those described in Note 1.7.2 and uses its best judgment in evaluating the cause of the decline
in the estimated fair value of the security and the prospects for near-term recovery. For certain asset classes, particularly debt
instruments, management's evaluation involves a variety of assumptions and estimates about the operations of the issuer and
its future earnings potential. Management updates its evaluations regularly and reflects changes in allowances and impairments
as such evaluations are revised. There can be no assurance, however, that management has accurately assessed the level of
impairments taken and allowances reflected in our financial statements and additional impairments and/or allowances may have
a material adverse effect on our consolidated results of operations and financial position.

Market conditions and other factors could adversely affect the carrying value of our goodwill, cause us to
accelerate amortization of our DAC and VBI and/or to derecognize deferred tax assets which could have
a material adverse effect on our consolidated results of operations and financial position.

Business and market conditions may impact the amount of goodwill we carry in our consolidated balance sheet as well as our pattern
of DAC and VBI amortization and the value of our deferred tax assets. The value of certain of our businesses including, in particular,

195

our asset management and unit-linked life insurance businesses, is significantly impacted by such factors as the state of the financial
markets and ongoing operating performance. To the extent that the operating performance of our businesses and/or securities valuations
remain depressed for prolonged periods of time or market conditions stagnate or worsen from their current levels, we may be required
to significantly impair our goodwill, accelerate our amortization of DAC and VBI and/or derecognise our deferred tax assets which,
individually or in the aggregate, could have a material adverse effect on our consolidated results of operations and financial position.

Our valuation of certain investments may include methodologies, estimations and assumptions which
are subject to differing interpretations and could result in changes to investment valuations that may
materially adversely affect our results of operations and financial condition

Our accounting principles and policy with respect to valuation of our investments is set forth in Note 9.9 "Financial Assets
Recognized at Fair Value" in the 2008 Consolidated Financial Statements included in this Annual Report. The determination of fair
values in the absence of quoted market prices is based on a variety of factors including those described in Note 9.9. Certain of
our investment assets, for which there is no active trading market or other observable market data, are valued using models and
methodologies that involve estimates, assumptions and significant management judgment. During periods of market disruption of
the type we have experienced over the past several months, an increasing portion of our investment assets may be valued using
these models and methodologies as a result of less frequent trading or less observable market data with respect to certain asset
classes that were previously actively traded in liquid markets. There can be no assurance that our valuations on the basis of these
models and methodologies represent the price for which a security may ultimately be sold or for which it could be sold at any
specific point in time. Use of different models, methodologies and/or assumptions may have a material impact on the estimated
fair value amounts and could have a material adverse effect on our results of operations and financial condition. In addition, rapidly
changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported
in our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value
may have a material adverse effect on our results of operations and financial condition.

Interest rate and credit spread volatility may adversely affect our profitability

Our exposure to interest rate risk relates primarily to the market price and cash flow variability associated with changes in interest
rates.

During periods of declining interest rates, life insurance and annuity products may be relatively more attractive to consumers,
resulting in increased premium payments on products with flexible premium features, and a higher percentage of insurance
policies remaining in force from year-to-year, creating asset liability duration mismatches. During a low interest rate period, our
investment earnings may be lower because the interest earnings on our fixed income investments will likely have declined in parallel
with market interest rates which would also cause unrealized losses on our assets recorded at fair value under IFRS. In addition,
mortgages and fixed maturity securities in our investment portfolios will be more likely to be prepaid or redeemed as borrowers
seek to borrow at lower interest rates. Consequently, we may be required to reinvest the proceeds in securities bearing lower
interest rates. Accordingly, during periods of declining interest rates, our profitability may suffer as the result of a decrease in the
spread between interest rates charged to policyholders and returns on our investment portfolios.

Conversely, in periods of increasing interest rates, surrenders of life insurance policies and fixed annuity contracts may increase as
policyholders choose to forego insurance protection and seek higher investment returns. Obtaining cash to satisfy these obligations
may require us to liquidate fixed maturity investments at a time when market prices for those assets are depressed because of
increases in interest rates. This may result in realized investment losses. Regardless of whether we realize an investment loss,
these cash payments would result in a decrease in total invested assets, and may decrease our net income. Premature withdrawals
may also cause us to accelerate amortization of deferred policy acquisition costs, which would also reduce our net income.

Our mitigation efforts with respect to interest rate risk are primarily focused towards maintaining an investment portfolio with
diversified maturities that has a weighted average duration that is approximately equal to the duration of our estimated liability
cash flow profile. However, our estimate of the liability cash flow profile may be inaccurate and we may be forced to liquidate
investments prior to maturity at a loss in order to cover the liability. Although we take measures to manage the economic risks
of investing in a changing interest rate environment, we may not be able to mitigate the interest rate risk of our assets relative to
our liabilities.

Our exposure to credit spreads primarily relates to market price and cash flow variability associated with changes in credit spreads.
A widening of credit spreads will increase the net unrealized loss position of the investment portfolio and losses associated with
credit based non-qualifying derivatives where we assume credit exposure. Credit spread tightening will reduce net investment
income associated with new purchases of fixed maturity securities. Recent credit spreads on both corporate and structured
securities have widened, resulting in continuing depressed pricing. In this context, continuing challenges include the prolonged
weakness in the financial markets, investor anxiety over the worldwide economy, rating agency downgrades of various structured
products and financial issuers, unresolved issues with structured investment vehicles and monoline credit insurers, deleveraging
of financial institutions and hedge funds and a serious dislocation in the inter-bank market.

On going volatility in interest rates and credit spreads, individually or in tandem with other factors such as lack of pricing
transparency, market illiquidity, declines in equity prices and the strengthening or weakening of foreign currencies against the

196        2008 ANNUAL REPORT

Euro, could have a material adverse effect on our consolidated results of operations, financial condition or cash flows through
realized losses, impairments, and changes in unrealized loss positions.

Fluctuations in currency exchange rates may affect our reported earnings

AXA publishes its consolidated financial statements in Euro. For the year ended December 31, 2008, a significant portion of
AXA's insurance gross premiums and financial services revenues, as well as AXA's benefits, claims and other deductions were
denominated in currencies other than the Euro, primarily U.S. dollars, pounds sterling, Japanese yen, Swiss francs and Australian
dollars. AXA's obligations are denominated either in Euro or other currencies, the value of which is subject to foreign currency
exchange rate fluctuations.

While AXA seeks to manage its exposure to foreign currency fluctuations through hedging, fluctuations in the exchange rates may
have a significant impact on AXA's results of operations and cash flows. For example, continued strength of the Euro against the
US dollar and other major currencies in 2009 and future periods may adversely affect AXA's results of operations and the price
of its securities. In addition, the currency hedges used by AXA to manage foreign exchange rate risk may significantly impact
the statutory results (parent only) of the Company and the amounts available for distribution as dividends to its shareholders
because unrealized exchange rate gains and losses under these derivatives are recognized in the Company's income statement
(unlike in the Group's consolidated accounts where hedge accounting is applied to net investments in subsidiaries such that
these exchange rate movements have no income statement impact at the consolidated Group level).

A sustained increase in the inflation rate in our principal markets would have multiple impacts on AXA and
may negatively affect our business, solvency position and results of operations

In certain of our principal markets, inflation, as measured by consumer price indices or other means, has increased, in some
cases significantly, over recent periods. A sustained increase in the inflation rate in our principal markets would have multiple
impacts on AXA and may negatively affect our business, solvency position and results of operations. For example, a sustained
increase in the inflation rate may result in an increase in market interest rates which may (i) decrease the value of certain fixed
income securities we hold in our investment portfolios resulting in reduced levels of unrealized capital gains available to us which
could negatively impact our solvency margin position and net income, (ii) result in increased surrenders of certain Life & Savings
products, particularly, those with fixed rates below market rates, and (iii) require us, as an issuer of securities, to pay higher interest
rates on debt securities we issue in the financial markets from time to time to finance our operations which would increase our
interest expenses and reduce our results of operations. A significant and sustained increase in inflation has historically also been
associated with decreased prices for equity securities and sluggish performance of equity markets generally. A sustained decline
in equity markets may (i) result in impairment charges to equity securities that we hold in our investment portfolios and reduced
levels of unrealized capital gains available to us which would reduce our net income and negatively impact our solvency position,
(ii) negatively impact performance, future sales and surrenders of our unit-linked products where underlying investments are often
allocated to equity funds, and (iii) negatively impact the ability of our asset management subsidiaries to retain and attract assets
under management, as well as the value of assets they do manage, which may negatively impact their results of operations. In
addition, in the context of certain Property & Casualty risks underwritten by our insurance subsidiaries (particularly "long-tail"
risks), a sustained increase in inflation with a resulting increase in market interest rates may result in (i) claims inflation (i.e. an
increase in the amount ultimately paid to settle claims several years after the policy coverage period or event giving rise to the
claim), coupled with (ii) an underestimation of corresponding claims reserves at the time of establishment due to a failure to fully
anticipate increased inflation and its effect on the amounts ultimately payable to policyholders, and, consequently, (iii) actual
claims payments significantly exceeding associated insurance reserves which would negatively impact our results of operations.
In addition, a failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in a
systemic mis-pricing of our products resulting in underwriting losses which would negatively impact our results of operations.
For additional information, please see Part IV, Section 4.2 "Quantitative and Qualitative Disclosures About Market Risk and Risk
Factors" in this Annual Report.

RISKS RELATING TO THE STRUCTURE OF OUR GROUP, THE SCOPE AND
NATURE OF OUR BUSINESS, THE ENVIRONMENT IN WHICH WE OPERATE
AND THE PRODUCTS WE OFFER

As a holding company, we are dependent on our subsidiaries to cover our operating expenses and dividend
payments

Our insurance and financial services operations are generally conducted through direct and indirect subsidiaries. As a holding
company, our principal sources of funds are dividends from subsidiaries and funds that may be raised from time to time through
the issuance of debt or equity securities or through bank or other borrowings.

We expect that dividends received from subsidiaries and other sources of funding available to us will continue to cover our operating
expenses, including (i) interest payments on our outstanding financing arrangements and (ii) dividend payments with respect
to our outstanding ordinary shares. We expect that future acquisitions and strategic investments will be funded from available

197

cash flow remaining after the payment of dividends and operating expenses (including interest expenses), cash on hand from
previous securities offerings, proceeds of future offerings of securities, and proceeds from the sale of non-core assets. Certain
of our significant subsidiaries, including AXA France Assurance, AXA Financial, AXA UK Holdings, AXA Japan, AXA Asia-Pacific
Holdings, and AXA Germany, are also holding companies and are dependent on dividends from their respective subsidiaries for
funds to meet their obligations. Our principal insurance subsidiaries are subject to restrictions on the amount of dividends and
debt repayments that can be paid to us and our affiliates. In 2009, we currently expect to receive reduced or no dividends from
certain of our principal subsidiaries and also expect that some of our subsidiaries will be dependent on the Company for capital
resources and funding which may require us to provide significant amounts to our subsidiaries through loans, capital injections
or other mechanisms. In addition, as noted above, currency hedges used by AXA to manage foreign exchange rate risk may
significantly impact the statutory results (parent only) of the Company and the amounts available for distribution as dividends to its
shareholders because unrealized exchange rate gains and losses under these derivatives are recognized in the Company's income
statement. These factors may adversely impact the Company's liquidity position and capacity to pay dividends on its ordinary
shares. For further details, see the "liquidity and capital resources" Section included in Part II and the Part V — Note 28.3 "Other
items: Restrictions on Dividend Payments to Shareholders", and of this Annual Report. See also "Risks relating to the financial
markets, our financial strength ratings and financial condition, the valuation of our assets and related matters" - "The Company's
consolidated solvency margin declined significantly during 2008 and continued adverse capital market conditions may further
negatively impact our consolidated solvency margin and the regulatory capital requirements of our insurance subsidiaries which
could have a material adverse affect on our business, liquidity, credit ratings, results of operations and financial position".

Our hedging programs may be inadequate to protect us against the full extent of the exposure or losses we
seek to mitigate which may negatively impact our business, results of operations and financial condition

We use derivatives, including exchange traded equity futures contracts, treasury futures contracts, interest rate swaps and
floor contracts, to hedge certain risks under guarantees provided to our clients, including guaranteed minimum death benefits
("GMDB"), guaranteed minimum income benefits ("GMIB") and/or Withdrawal for Life benefits ("GMWB"), available under our
Accumulator series of variable annuity products (the "accumulator guarantees"). These hedging techniques are designed to
reduce the economic impact of unfavorable changes to our exposures under the accumulator guarantees due to movements in
the equity and fixed income markets and other factors. In certain cases, however, we may not be able to apply these techniques
to effectively hedge our risks because the derivative market(s) in question may not be of sufficient size or liquidity. The operation
of our hedging program is based on models involving numerous estimates and management judgments, including among others,
mortality, lapse rates, election rates, volatility and interest rates. There can be no assurance that ultimate actual experience will
not differ materially from our assumptions, which could adversely impact results of operations and financial condition. In 2008, for
example, we incurred substantial losses under the accumulator guarantees principally because (i) the assumptions underlying our
hedging models did not adequately anticipate the extreme levels of market volatility and the sustained low level of interest rates
experienced in 2008; and (ii) indices used in our hedging program did not adequately reflect the underlying separate account
investment options available under these annuity contracts (basis risk).

The profitability of AXA's flagship Accumulator series of variable annuity products depends, among other factors, on AXA's ability
to effectively hedge the accumulator guarantees. Management is in the process of pursuing a number of initiatives, including
re-design and re-pricing of certain product features, which are designed to improve the profitability of these products and avoid
future hedging losses on the accumulator guarantees of the type experienced in 2008. There can be no assurance, however,
that these initiatives will succeed in meeting their objective or that the re-designed and re-priced products will continue to be
attractive to their target markets which, in either case, could have an adverse impact on AXA's business, competitive position,
results of operations and financial condition.

We use numerous assumptions to determine the appropriate level of insurance reserves and deferred
acquisition costs (DAC) and to calculate certain widely used industry measures of value such as Life
& Savings New Business Value (NBV) and European Embedded Value (EEV), which involve a significant
degree of management judgment and predictions about the future that are inherently uncertain; if these
assumptions are not correct, it may have adverse impact on our results of operations and/or performance
indicators, such as NBV, that may adversely affect the price of our securities

The establishment of insurance reserves, including the impact of minimum guarantees which are contained within certain of our
variable annuity products, the adequacy test performed on the reserves for life policies (which encompasses the recoverability
of DAC, Value of Business Inforce and deferred participations assets) and the establishment of DAC, NBV and EEV are inherently
uncertain processes involving assumptions about factors such as policyholder behavior (e.g. lapses, persistency, etc.), court
decisions, changes in laws and regulations, social, economic and demographic trends, inflation, investment returns and other
factors, and, in the life insurance business, assumptions concerning mortality and morbidity trends. The use of different assumptions
about these factors could have a material effect on insurance reserves and underwriting expenses as well as on our DAC, NBV
and EEV. In addition, insurance reserves for minimum guarantees contained within certain of our variable annuity products, DAC
balances, EEV and NBV may be significantly impacted by the state of the financial markets and significant declines could have a
material adverse effect on our consolidated results of operations and financial position. Furthermore, certain of these assumptions
can be volatile. While AXA's NBV and EEV calculations are done on a market consistent basis which is more conservative in many
respects than traditional NBV and EEV calculations, changes in assumptions used in calculating these measures may have a
material adverse effect on the level of our NBV and/or EEV. For example, our NBV is sensitive to interest rate movements and,
consequently, incorrect assumptions about future interest rates may have a significant impact on our NBV and a corresponding
impact on the trading price of our securities.

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If our established loss reserves for our Property & Casualty and International Insurance businesses are
insufficient, our earnings will be adversely affected

In accordance with industry practices and accounting and regulatory requirements, we establish reserves for claims and claims
expenses related to our Property & Casualty and International Insurance businesses. With the exception of disability annuities and
workers compensation liabilities that are deemed structured settlements, the claims reserves are not discounted. Reserves do
not represent an exact calculation of liability, but instead represent estimates, generally using actuarial projection techniques at
a given accounting date. These reserve estimates are expectations of what the ultimate settlement and administration of claims
will cost based on our assessment of facts and circumstances then known, review of historical settlement patterns, estimates
of trends in claims severity, frequency, legal theories of liability and other factors. The process of estimating the insurance claims
reserves is based on the most current information available at the time the reserves are originally established. However, claims
reserves are subject to change due to the number of variables which affect the ultimate cost of claims, such as:

•   development in claims (frequency, severity and pattern of claims) between the amount estimated and actual experience;

•   changes arising due to the time lag between the occurrence of the insured event, notification of the claim (from the insured
party, a third party or a ceding company) and the final settlement (payment) of the claim, primarily attributable to long tail
casualty claims that may take several years to settle due to the size and nature of the claim, and the occurrence of large natural
catastrophes late in the financial year for which limited information may be available at year-end;
•  judicial trends;
•   expenses incurred in resolving claims;
•   regulatory and legislative changes;
•   changes in economic conditions, including inflation and foreign currency fluctuations; and
•   changes in costs of repairs and medical costs.

Many of these items are not directly quantifiable, particularly on a prospective basis. As a result, actual losses may significantly
differ from the original gross reserves established. Consequently, the reserves may need to be re-estimated reflecting those
changes resulting in loss reserve redundancies (in cases where the original gross claims reserve was overstated) or deficiencies
(in cases where the original gross claims reserve was understated). Adjustments to reserves are reflected in current results of
operations.

We continually review the adequacy of the established claims reserves, including emerging claims development, and actual
claims compared to the original assumptions used to estimate gross claims reserves. Based on current information available, we
believe that our claims reserves are sufficient; however, because the establishment of claims reserves is an inherently uncertain
process involving numerous estimates, there can be no assurance that ultimate losses will not materially exceed our claims
reserves and have a material adverse effect on our results of operations. For example, there is a high degree of uncertainty with
respect to future exposure from asbestos claims because of significant issues surrounding the liabilities of insurers, diverging
legal interpretations and judgments in different jurisdictions and aggressive asbestos related litigation, particularly in the U.S.
and increasingly in the UK and other European countries. These uncertainties include the extent of coverage under insurance
policies, whether or not particular claims are subject to an aggregate limit, the number of occurrences involved in particular claims
and new theories of insured and insurer liability. We have established reserves for insurance and reinsurance contracts related
to environmental pollution and asbestos at December 31, 2008, which represent our best estimate of ultimate claims exposure
at December 31, 2008 based on our current knowledge of facts and law. However, given uncertainties surrounding the related
claims, there can be no assurance that ultimate losses will not materially exceed our claims reserves and have a material adverse
effect on our earnings. For additional information, see "Environmental Pollution and Asbestos" in Note 14 to AXA's consolidated
financial statements included in the Part V of this Annual Report.

The claims experience in our Life & Savings businesses could be inconsistent with the assumptions we use
to price our products and establish our reserves and adversely affect our earnings

In our Life & Savings businesses, our earnings depend significantly upon the extent to which our actual claims experience is
consistent with the assumptions we use in setting the prices for our products and establishing the liabilities for obligations for
technical provisions and claims. AXA uses both its own experience and industry data to develop estimates of future policy benefits,
including information used in pricing the insurance products and establishing the related actuarial liabilities. However, there can
be no assurance that actual experience will match these estimates. To the extent that our actual benefits paid to policyholders
are less favorable than the underlying assumptions used in initially establishing the future policy benefit reserves, or events or
trends cause us to change the underlying assumptions, we may be required to increase our liabilities, which may reduce our net
income. For example, certain variable annuity products issued or reinsured by certain of our subsidiaries contain various types
of minimum guaranteed benefits such as GMDB, GMIB and/or GMWB. The determination of GMDB, GMIB and GMWB liabilities
is based on models that involve numerous estimates and management judgments, including those regarding expected market
rates of return and volatility, GMIB election rates, contract surrender rates and mortality experience. Determination of liabilities
for our other lines of Life & Savings business, such as our annuity business also involve numerous assumptions and subjective
judgments as to mortality and morbidity experience, investment returns, expenses, policy surrender rates, policy lapse rates, and
other matters. There can be no assurance that the actual experience on these products will not differ, upwards or downwards,
from management's estimates. In addition, certain acquisition costs related to the sale of new policies and the purchase of
policies already in force have been recorded as assets on our balance sheet and are being amortized into income over time. If
the assumptions relating to various factors, including the future profitability of these policies (such as future claims, investment
income and expenses) and policy lapses and surrenders are not realized, the amortization of these costs could be accelerated

199

and may even require write-offs due to unrecoverability. These factors could have a material adverse effect on our business,
results of operations and financial condition.

Our operating results may be materially adversely affected by the occurrence of natural or man-made
disasters and pandemic diseases

Unpredictable events, such as hurricanes, windstorms, hailstorms, earthquakes, fires, explosions and floods, as well as other
natural or man-made disasters, including acts of terrorism, have the potential to adversely affect our operating results. Over the past
several years, changing weather patterns and climatic conditions, such as global warming, have added to the unpredictability and
frequency of natural disasters in certain parts of the world and created additional uncertainty as to future trends and exposures.
We generally seek to reduce our exposure to these events through individual risk selection, monitoring risk accumulation and
purchase of reinsurance. We have experienced in the past, and could experience in the future, material losses from such disasters
and catastrophic events, which are inherently unpredictable and which could have a material adverse effect on our financial
position and results of operations.

Other risks, such as an outbreak of a pandemic disease, such as the Avian Influenza A Virus (H5N1), could also adversely affect
our business and operating results. While outbreaks of the Avian Flu have occurred among poultry or wild birds in a number of
countries in Asia, parts of Europe, and in Africa, transmission to humans has been rare. If the virus mutates to a form that can
be transmitted from human to human, it has the potential to spread rapidly worldwide and result in mortality and morbidity rates
that far exceed the assumptions that we have used in pricing certain of our products. Both the contagion and mortality rates
regarding any mutated H5N1 virus that can be transmitted from human to human are highly speculative at this point in time and
we continue to monitor the developing facts. A significant global outbreak could have a material adverse effect on our life insurance
business, operating results and liquidity due to increased mortality and morbidity rates.

The Property & Casualty insurance business is cyclical, which may impact our results

The Property & Casualty insurance business is cyclical. Although no two cycles are the same, these cycles have typically lasted
for periods ranging from two to six years. Periods of intense price competition due to excessive underwriting capacity, periods
of shortages of underwriting capacity permitting more favorable rates, consequent fluctuations in underwriting results and the
occurrence of other losses characterize the conditions in these cycles. Historically, Property & Casualty insurers have experienced
significant fluctuations in operating results due to volatile and sometimes unpredictable developments, many of which are beyond
the direct control of the insurer, including competition, frequency or severity of catastrophic events, levels of capacity, general
economic conditions and other factors. This may cause a decline in revenues during certain cycles if we choose not to reduce
our Property & Casualty product prices in order to maintain our market position and profitability. We may therefore experience the
effects of such cyclically, changes in customer expectations of appropriate premium levels, the frequency or severity of claims
or other loss events, or other factors affecting the Property & Casualty insurance business, which could have an adverse effect
on our results of operations and financial condition.

We face strong competition in all of our business segments and recent governmental investments in
certain financial institutions may negatively affect AXA's competitive position in certain of its key markets
and adversely impact its results of operations and financial condition

We face strong and increasing competition in all our business lines. Our competitors include mutual fund companies, asset
management firms, private equity firms, hedge funds, commercial banks and other insurance companies, many of which are
regulated differently than we are and offer alternative products or more competitive pricing than we do. In addition, development
of alternative distribution channels for certain types of insurance and securities products, including through the internet, may
result in increasing competition as well as pressure on margins for certain types of products. These competitive pressures could
result in increased pricing pressures on a number of our products and services, particularly as competitors seek to win market
share, and may harm our ability to maintain or increase our profitability.

The financial markets crisis has given rise to numerous legislative and regulatory initiatives across various jurisdictions where
the Group is conducting its business. These initiatives, which are generally designed to stabilize financial markets and financial
institutions around the world, included substantial capital injections into a number of AXA's direct competitors. Financial institutions,
such as AXA, that have not received any form of government support or backing, find themselves increasingly competing directly
against government supported or, in some cases, controlled financial institutions in many of their principal markets. In this
environment, the Group is exposed to potential abusive or uncompetitive practices by its government supported or controlled
competitors, for example, in attempting to use their government endorsement as a marketing advantage with consumers and/or
taking advantage of government injected funds to aggressively acquire revenue and market share by underwriting risks on an
unprofitable basis, in each case, to the detriment of pure private sector players such as AXA. This is an unprecedented situation
that may negatively impact the competitive position of AXA in certain of its key markets and adversely affect its results of operations
and financial condition.

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We may not be able to sustain the growth of our insurance and asset management businesses

The strong growth of our insurance and asset management businesses in recent years, both organically and through acquisitions,
may not be sustainable in future years. Unprecedented volatility in the financial markets and reduced availability of credit since
mid-2007 coupled with recession and increasingly negative consumer sentiment in many of our major markets pose significant
risks to our ability to achieve continued growth at rates consistent with the recent past and our ability to continue growing through
acquisitions. In addition, our ability to sustain growth consistent with rates we have achieved in the recent past may be adversely
affected by regulatory changes, including changes in the tax laws applicable to our Life & Savings products and operations.
The Group has implemented global product "reuse" and distribution initiatives designed to drive product innovation and reuse
of successful products, such as our "Accumulator" line of variable annuity products, across major markets where we operate
around the world. Our Life & Savings products, including our Accumulator line of annuities, often involve complex features and
guarantees that are not easily translated and transposed into the legal, regulatory and tax regimes across multiple jurisdictions.
Our inability to successfully execute these product reuse initiatives and/or to develop new distribution channels and partnerships
for these products in a timely manner could adversely affect the growth of our Life & Savings business. See also "Risks relating
to the financial markets - Current difficult conditions in the global financial markets and the economy generally may materially
adversely affect our business and profitability, and we currently do not expect these conditions to improve in the near future."

Our business is subject to extensive laws and regulation and to significant litigation risks in the various
countries where we operate; changes in existing or new laws and government regulations in these
countries and/or an adverse outcome in any significant pending or future litigation or regulatory
investigation may have an adverse effect on our business, financial condition, results of operations,
reputation or image in the market place

We are subject to detailed and comprehensive regulation and supervision in all the jurisdictions in which we operate. Our insurance
operations are subject to insurance laws and regulations, which are generally intended to protect policyholders, not our shareholders
or creditors. Changes in existing insurance laws and regulations may materially affect the way in which we conduct our business
and the products we offer. In addition, changes in pension and employee benefit regulation, social security regulation, financial
services regulation, taxation and the regulation of securities products and transactions may also adversely affect our ability to
sell new policies or our claims exposure on existing policies. Our asset management operations are also subject to extensive
regulation in their respective jurisdictions. These regulations are primarily intended to protect investors in the securities markets
or investment advisory clients and generally grant supervisory authorities broad regulatory powers. Changes to these laws and
regulations may adversely affect our asset management operations. We are also subject to increasing regulation under various
laws and regulations governing the solvency of insurers and other financial institutions including with respect to such matters as
capital adequacy, intra-group transactions, "double-gearing" of capital at multiple levels within a consolidated group (e.g. at the
consolidated Group, holding company and operating company levels). As a large, multinational financial services provider we are
also increasingly subject to detailed and comprehensive regulations governing such matters as money laundering, "know your
customer," prohibited transactions with countries or counterparties subject to sanctions, and bribery and other anti-corruption
measures.

We are faced with significant compliance challenges due to the fact that our regulatory environment is evolving rapidly and
supervisory authorities around the world are assuming an increasingly active and aggressive role in interpreting and enforcing
regulations in the jurisdictions where we do business. We have been and may become in the future subject to regulatory
investigations which, together with the civil actions often following these investigations, may affect our image, brand, relations
with regulators and/or results of operations. For a discussion of regulations which affect our business, please see the "Additional
Factors which may affect AXA's Business" Section included in the Part II "The AXA Group: Our global business operations, recent
financial performance and financial condition" of this Annual Report. We cannot predict with any certainty the potential effects
that any change in applicable laws or regulations, their interpretation or enforcement, or that any enactment of new regulation
or legislation in the future may have on the business, financial condition or results of operations of our various businesses. See
also "Risks relating to the financial markets - Legislative and regulatory initiatives growing out of the financial crisis may adversely
impact AXA's business, results of operations and financial condition."

We have been named as defendants in numerous lawsuits (both class actions and individual lawsuits) and involved in various
regulatory investigations and examinations and may be involved in more in the future. These actions arise in various contexts
including in connection with our activities as an insurer, securities issuer, employer, investment advisor, investor and taxpayer. Any
one or a combination of this lawsuits or regulatory investigations could have a material adverse effect on our financial condition
and results of operations.

Certain of these lawsuits and investigations seek significant or unspecified amounts of damages, including punitive damages,
and certain of the regulatory authorities involved in these proceedings have substantial powers over the conduct and operations
of our business. Due to the nature of certain of these lawsuits and investigations, we cannot make an estimate of loss or predict
with any certainty the potential impact of these suits or investigations on our business, financial condition or results of operations.
Please see Part V - Note 30 "Litigation" and the "Additional Factors which may affect AXA's Business" included in the Part II,
Section 2.2 of this Annual Report for additional information on these matters.

201

Legislative and regulatory initiatives growing out of the financial crisis may adversely impact AXA's
business, results of operations and financial condition

Most of the principal markets where the Group conducts its business have adopted or are currently considering major legislative
and/or regulatory initiatives in response to the financial crisis. In particular, governmental and regulatory authorities in France, the
United Kingdom, the United States and elsewhere are implementing measures to increase regulatory control in their respective
financial markets and financial services sectors, including in the areas of prudential rules, capital requirements, executive
compensation and financial reporting, among others. We cannot predict whether or when future legislative or regulatory actions
may be taken, or what impact, if any, actions taken to date or in the future could have on our business, results of operations
and financial condition. We believe, however, that many of the principal jurisdictions where we do business are likely to consider
fundamental and wide-ranging legislative and/or regulatory reforms to address the perceived causes of the financial crisis.
Management believes that these initiatives will likely revolve around common themes but may result in the enactment of a series
of technically incoherent and potentially inconsistent measures across the various jurisdictions where the Group does business.
For further information in this respect, see Item 2.2 in Part II of this Annual Report. While management believes many of these
reforms may prove beneficial for the Group and the financial markets generally, at present, there is substantial uncertainty as to the
nature and extent of these reforms and there can be no assurance that they will not adversely affect AXA's business, competitive
position, results of operations and financial condition.

Changes in tax laws and regulations, including elimination of tax benefits for our products, may adversely
affect sales of our insurance and investment advisory products, and also impact our deferred tax assets

Changes to tax laws may affect the attractiveness of certain of our products, which currently have favorable tax treatment. From
time to time, governments in the jurisdictions in which we operate, have considered or implemented proposals for changes in tax
law that could adversely affect our products. These proposals have included proposals to levy tax on the undistributed increase
in value of life insurance policies or annuities or similar proposals that affect the tax-favored status of life insurance products
and annuities in certain jurisdictions as well as other changes that could adversely affect the attractiveness of our products. For
example, in the UK, recently adopted modifications to the capital gains tax regime are expected to reduce the attractiveness
of certain products we sell including life insurance bonds and adversely impact sales of these products. In addition legislation
enacted in the United States in the spring of 2001 increased the size of estates exempt from the federal estate tax. This legislation
is phasing in reductions in the estate tax rate between 2002 and 2009 and will repeal the estate tax entirely in 2010. Under the
legislation, however, the estate tax will be reinstated, without the increased exemption or reduced rate, in 2011 and will be in
effect thereafter. This legislation, and possible future changes to it such as extending or making permanent its repeal or reform
to reduce the impact of estate taxes, could have a negative impact on the sales of estate planning products by U.S. life insurance
companies, including our U.S. subsidiaries. The enactment of these or other similar types of legislation in the various countries
where we operate, including proposals in the U.S. to create or favor alternative tax-favored long-term savings vehicles, could
result in a significant decrease in sales of our currently tax-favored products.

In addition, changes in tax laws or regulations or an operating performance below currently anticipated levels may lead to a
significant impairment of deferred tax assets, in which case we could be obligated to write off certain tax assets. Tax assets
may also need to be written down if certain assumptions of profitability prove to be incorrect, as losses incurred for longer than
expected will make it more unlikely that we would be able to use our tax assets. Any such development may have a material
adverse impact on our results of operations.

Increased geopolitical risks and any future terrorist attacks may have a continuing negative impact on
certain of our businesses

We cannot assess with any degree of certainty the future effects on our businesses of terrorist attacks that have occurred and
may occur in the future throughout the world, and other responsive actions, including war.

The terrorist attacks and responsive actions in recent years have significantly adversely affected general economic, financial and
political conditions, increasing many of the risks in our businesses. Such attacks and actions may have a continuing negative
effect on our businesses and results of operations over time. Our general account investment portfolios include investments in
industries that we believe may be adversely affected by the terrorist attacks and responsive actions, including airlines, lodging and
entertainment companies and non-life insurance companies. The effect of these events on the valuation of these investments is
uncertain and could lead to impairments due to lasting declines in the value of investments. The cost, and possibly, the availability
in the future, of reinsurance coverage against terrorist attacks for our various insurance operations is uncertain. In addition, the
rating agencies could reexamine the ratings affecting the insurance industry generally, including our companies.

As a global business, we are exposed to various local political, regulatory and economic conditions,
business risks and challenges which may affect the demand for our products and services, the value of our
investment portfolios and the credit quality of local counterparties

We offer our products and services in Europe, North America, the Asia/Pacific region, the Middle East and Africa through wholly-
owned and majority-owned subsidiaries, joint ventures, companies in which we hold non-controlling equity stakes, agents and
independent contractors. Our international operations expose us to different local political, regulatory, business and financial
risks and challenges which may affect the demand for our products and services, the value of our investment portfolios, the

202        2008 ANNUAL REPORT

required levels of capital and surplus, and the credit quality of local counterparties. These risks include, for example, political,
social or economic instability in countries in which we operate, fluctuations in foreign currency exchange rates, credit risks of
our local borrowers and counterparties, lack of local business experience in certain markets, risks associated with exposure to
insurance industry insolvencies through policyholder guarantee funds or similar mechanisms set up in foreign markets and, in
certain cases, risks associated with the potential incompatibility with foreign partners, especially in countries in which we are
conducting business through entities we do not control. Our expansion in emerging markets requires us to respond to rapid
changes in market conditions in these countries. Our overall success as a global business depends, in part, upon our ability to
succeed in different economic, social and political conditions. We may not continue to succeed in developing and implementing
policies and strategies that are effective in certain locations where we do business.

Finally, our results of operations and financial condition may be materially affected, from time to time, by the general economic
conditions such as the levels of employment, consumer lending or inflation, in the countries in which we operate.

We increasingly operate in markets with less developed judiciary and dispute resolution systems;
in the event of disputes in these markets, the quality and the effectiveness of such systems could have
an adverse effect on our operations and results of operations

In the less developed markets in which we operate, judiciary and dispute resolution systems may be less developed. As a result
in case of a breach of contract, regulatory enforcement action or other dispute we may have difficulties in making and enforcing
claims against contractual counterparties and, if claims are made against us, we might encounter difficulties in defending such
claims. If we become party to legal or regulatory proceedings in a market with an insufficiently developed judiciary system, it
could have an adverse effect on our operations and results of operations.

Inadequate or failed processes or systems, human factors or external events may adversely affect our
profitability, reputation or operational effectiveness

Operational risk is inherent in our business and can manifest itself in various ways, including business interruption, poor vendor
performance, information systems malfunctions or failures, regulatory breaches, human errors, employee misconduct, and external
fraud. These events can potentially result in financial loss, harm to our reputation and/or hinder our operational effectiveness.
Management attempts to control these risks and keep operational risk at low levels by maintaining a sound and well controlled
environment in light of the characteristics of our business, markets and regulatory environment in which we operate. Notwithstanding
these measures, operational risk is part of the business environment in which we operate and we may incur losses from time to
time due to these types or risks.

We may have contingent liabilities from discontinued, divested and run-off businesses and may incur other
off-balance sheet liabilities that may result in charges to the income statement

We may, from time to time, retain insurance or reinsurance obligations and other contingent liabilities in connection with our
divestiture, liquidation or run-off of various businesses. For example, on December 21, 2006, we completed the disposition of
AXA RE's business, our reinsurance subsidiary, but retained the risk related to adverse deviation of claims reserves for all accident
years prior to January 1, 2006.

Our reserves for these types of obligations and liabilities may be inadequate which could cause us to take additional charges that
could be material to our results of operations. We may also, from time to time and in the course of our business provide guarantees
and enter into derivative and other types of off-balance sheet transactions that could result in income statement charges. For
additional information, see Part V - Note 28 "Contingent assets and liabilities and unrecognized contractual commitments" and
also Part V - Note 19 "Derivative Instruments" of this Annual Report.

The failure to maintain and modernize our information systems could adversely affect our business

Our business depends significantly on effective information systems, and we have many different information systems for our
various businesses. We must commit significant resources to maintain and enhance our existing information systems, and
develop new ones in order to keep pace with the evolving information technology, industry and regulatory standards and
customer preferences. If we do not maintain adequate information systems, we may not be able to gather and rely on adequate
information to base our pricing, underwriting and reserving decisions. We may also have difficulties in attracting new customers
and preserving our existing customer base. In addition, underperforming information systems could cause us to become subject
to a higher number of customer, provider and agent disputes, may increase our litigation and regulatory exposure and make us
ncur higher administrative expenses, including remediation costs.

203

RISKS RELATED TO OWNERSHIP OF AXA ADSs OR ORDINARY SHARES

We may, in the future, offer rights, warrants or similar securities at prices below the then-current market
price which may adversely affect the market price of our ordinary shares, and our ADSs, and dilute the
positions of existing shareholders.

Current difficult market conditions may require us to offer rights, warrants or similar securities at prices much below the then-current
market price in order to help fund acquisitions and other expansion plans, as well as improvements to our existing infrastructure
and other business activities. This may adversely affect the market price of our ordinary shares and our ADSs and have a dilutive
effect on the ownership and voting percentages of existing shareholders.

Significant shareholders of AXA may have interests conflicting with your interests

The Mutuelles AXA, two French mutual insurance companies, acting as a Group, owned at December 31, 2008, approximately
14.29% of the issued ordinary shares of AXA representing approximately 23.29% of the voting power of AXA's shares. Many of
the shares owned by the Mutuelles AXA have double voting rights pursuant to the provisions of AXA's articles of association, see
the "Additional information" Section included in the Part VI of this Annual Report. The Mutuelles AXA have stated their intention
to collectively vote their shares in AXA. We cannot assure you that the interests of the Mutuelles AXA will not, from time to time,
conflict with your interests as a shareholder. For example, even though the Mutuelles AXA do not hold a majority of the total voting
power in AXA, efforts by the Mutuelles AXA to decline or deter a future offer to acquire control of AXA, which other shareholders
may find attractive, may prevent other shareholders from realizing a premium for their AXA ordinary shares or ADRs. The Mutuelles
AXA may decide to increase their interest in AXA or to sell all or a portion of the ordinary shares they own at some future date.

The trading price of AXA ADSs and dividends paid on AXA ADSs may be materially adversely affected by
fluctuations in the exchange rate for converting Euro into U.S. dollars

Fluctuations in the exchange rate for converting Euro into U.S. dollars may affect the value of AXA ADSs. Specifically, as the
relative value of the Euro against the U.S. dollar declines, each of the following values will also decline:
•  the U.S. dollar equivalent of the Euro trading price of AXA ordinary shares on Euronext Paris which may consequently cause
the trading price of AXA ADSs in the United States to also decline;
•   the U.S. dollar equivalent of the proceeds that a holder of AXA ADSs would receive upon the sale in France of any AXA ordinary
shares withdrawn from the depositary; and
•   the U.S. dollar equivalent of cash dividends paid in Euro on the AXA ordinary shares represented by the AXA ADSs.

The holders of AXA ADSs may not be able to exercise their voting rights due to delays in notification to and
by the depositary

The depositary for the AXA ADSs may not receive voting materials for AXA ordinary shares represented by AXA ADSs in time to
ensure that holders of AXA ADSs can instruct the depositary to vote their shares. In addition, the depositary's liability to holders of
AXA ADSs for failing to carry out voting instructions or for the manner of carrying out voting instructions is limited by the Deposit
Agreement governing the AXA ADR facility. As a result, holders of AXA ADSs may not be able to exercise their right to vote and
have limited recourse against the depositary or AXA if their shares are not voted according to their request.

Holders of AXA ADSs will have limited recourse if AXA or the depositary fails to meet its obligations under
the Deposit Agreement and they wish to involve AXA or the depositary in a legal proceeding

The Deposit Agreement expressly limits the obligations and liability of AXA and the depositary. Neither AXA nor the depositary
will be liable if they:
•  are prevented from or delayed in performing any obligation by circumstances beyond their control;
•  exercise or fail to exercise discretion under the Deposit Agreement; or
•  take any action based upon the advice of, or information from, legal counsels, accountants, any person presenting ordinary
shares for deposit, any holder or owner of an AXA ADR or any other person believed by AXA or the depositary in good faith
to be competent to give such advice or information. In addition, the depositary and AXA have the obligation to participate in
any action, suit or other proceeding with respect to the AXA ADSs which may involve them in expense or liability only if they
are indemnified.

These provisions of the Deposit Agreement will limit the ability of holders of AXA ADSs to obtain recourse if AXA or the depositary fails
to meet their obligations under the Deposit Agreement or if they wish to involve AXA or the depositary in a legal proceeding.

The holders of AXA ADSs in the United States may not be able to participate in offerings of rights, warrants
or similar securities to holders of our ordinary shares on the same terms and conditions as holders of our
ordinary shares

In the event that we offer rights, warrants or similar securities to the holders of our ordinary shares or distribute dividends payable,
in whole or in part, in securities, the Deposit Agreement provides that the depositary (after consultation with AXA) shall have
discretion as to the procedure to be followed in making such rights or other securities available to ADR holders including disposing

204        2008 ANNUAL REPORT

of such rights or other securities and distributing the net proceeds in U.S. dollars to ADR holders. Given the significant number
of AXA ADR holders in the U.S., AXA generally would be required to register with the SEC any public offering of rights, warrants
or other securities made to its ADR holders unless an exemption from the registration requirements of the U.S. securities laws
is available. Registering such an offering with the SEC can be a lengthy process which may be inconsistent with the timetable
for a global capital raising operation. Consequently, we have in the past elected and may in the future elect not to make such an
offer in the U.S., including to our ADR holders in the U.S. and rather only conduct such an offering in an "offshore" transaction in
accordance with "Regulation S" under the U.S. Securities Act of 1933, as amended. Therefore, there can be no assurance that
our ADR holders will be able to participate in such an offering in the same manner as our ordinary shareholders.

Our ADSs and ordinary share price could be volatile and could drop unexpectedly and you may not be able
to sell your ADRs or ordinary shares at or above the price you paid

The price at which our ADSs and ordinary shares will trade may be affected by a large number of factors, some of which will be
specific to us and our operations and some of which will be related to the insurance industry and equity markets generally. As a
result of these factors, you may not be able to resell your ADSs or ordinary shares at or above the price which you paid for them.
In particular, the following factors, in addition to other risk factors described in this Section, may have a significant impact on the
market price of our ADSs or ordinary shares:
•   investor perception of our Company, including actual or anticipated variations in our revenues, earnings or other operating
results;
•  announcement of intended acquisitions, disposals or financings or speculations of such acquisitions, disposals or
financings;
•   changes in our dividend policy, which could result from changes in our cash flow and capital position;
•   sales of blocks of our shares by significant shareholders;
•   hedging activities on our shares;
•   a downgrade of our credit or financial strength ratings, including placement on credit watch, or rumors of such downgrades;
•   actual or potential litigation involving us or the insurance or asset management industries generally;
•   changes in financial estimates and recommendations by securities research analysts;
•   fluctuations in foreign exchange rates and interest rates;
•   the performance of other companies in the financial services' sector;
•   regulatory developments in the principal markets in which we operate;
•   international or local political, economic and market conditions; and
•   unforeseen events such as natural disasters or terrorist attacks and other developments stemming from such events and the
uncertainty related to these developments.

As a "foreign private issuer" in the United States, AXA is exempt from certain rules under the U.S.
securities laws and is permitted to file less information with the SEC than U.S. companies

As a "foreign private issuer," AXA is exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of
the Exchange Act. In addition, AXA's officers, directors and principal shareholders are exempt from the reporting and "short-swing"
profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases
and sales of AXA ordinary shares and ADRs. Moreover, AXA is not required to file periodic reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, and for years
ended December 31, 2007 and thereafter, AXA will no longer be required to reconcile its IFRS financial statements to US GAAP
provided that AXA continues to publish its primary IFRS financial statements in accordance with IFRS as published by the IASB.
In addition, AXA is not required to comply with Regulation FD, which restricts the selective disclosure of material information.
Accordingly, there may be less publicly available information concerning AXA than there is for U.S. public companies.

Judgments of United States courts may not be enforceable against us

Judgments of United States courts, including those predicated on the civil liability provisions of the Federal securities laws of the
United States, may not be enforceable in French courts. As a result, our shareholders who obtain a judgment against us in the
United States may not be able to require us to pay the amount of the judgment.

205

4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND RISK FACTORS

The Risk Management organization

Information in this section should be read in conjunction with Note 4 to the Consolidated Financial Statements included in Part V
of this Annual Report which is covered by the Statutory Auditor's Report on the Consolidated Financial Statements.

As an integrated part of all of our business processes, the aim of our Risk Management is twofold:
•   Ensure a consolidated view, at local and group levels, of financial, insurance and operational risks and to manage their impact
on key financial indicators (earnings, value, capital, liquidity).
•   Build a favorable environment for operational entities to take risks within a Risk Appetite framework defined and monitored by
the Group (as both a business enabler and a risk controller)

Within the AXA Group, Risk Management is coordinated by a central team, supported by local Risk Management teams within
each operational entity.

RISK GOVERNANCE WITHIN AXA

In order to manage efficiently our local and global risks, the decision process within our risk governance structure is divided into
4 levels:
•  The Management Board defines business objectives and capital allocation with respect to investment return and risk. It defines
the Group appetite for risks in terms of impact on key financial indicators.
•   Group Risk Committees integrate various existing committees (such as the Asset-Liability Management Supervisory Committee,
Risk & Compliance Committee, Risk Insurance Supervisory Committee), co-chaired by the Group Chief Financial Officer together
with other members of the Management Board or CEOs of local entities. Based on risk reports presented by the Group Risk
Management together with other central teams, including AXA Cessions for insurance risks, they monitor the Risk Profile of
the Group (Asset Allocation, Insurance policy, Accumulation) and recommend actions to mitigate risks.
•   Group Risk Management (GRM), which reports to the Chief Financial Officer, develops the risk framework in terms of limits/
thresholds (financial, insurance and operational risks), standards, minimum requirements or processes, and oversees the
operating entities' adherence to the framework, supported by the local risk management teams.
•   Local Risk Management teams within each operational entity report also to local CFOs. These teams are responsible for
controlling and managing their risks proactively within Group policies and limits, validating investment or underwriting decisions
through local risk committees in place, and reporting risk exposures to Group Risk Management. This approach allows
subsidiaries to react swiftly in an accurate and targeted manner to changes in financial markets, insurance cycles and to the
political and economic environment in which they operate.

The risk governance structure is further enhanced by Group Audit, which performs, on a periodic basis, as part of its role, an
assessment of Group's risk and governance processes.

RISK MANAGEMENT MISSIONS AND STRUCTURE AT GROUP LEVEL

The principal missions that fall under the responsibility of the Group Risk Management Department are described below:
•   Ensure consolidated view at Local and Group level of financial, insurance and operational risks, and control their impact on
key financial indicators (earnings, value, capital, liquidity).
•   Implement Economic Capital measures through quarterly assessment (per operating unit, at Group level, and per product)
and lead the validation of the Group's internal model for Solvency II.
•   Participate in the optimization of Group asset allocation: (i) monitor risk concentration in assets, (ii) perform regular studies and
reporting on exposure and performance, and (iii) define standards in terms of Asset-Liability management (see section Market
Risks).
•   Carry out, at local level, regular reviews of the technical reserves established by the operating units and perform, at Group
level, regular reviews of models implemented throughout the Group in order to ensure the consistency between actuarial and
financial standards.
•   Define and propose to the Management Board, with the support of AXA Cessions, the main features of the reinsurance coverage
program of the Group.
•   Define and coordinate a decentralized review of risk-adjusted pricing and profitability for new products prior to launch (the

206        2008 ANNUAL REPORT

Product Approval Process) in Life & Savings and Property & Casualty. For variable annuity products with guarantees, the review
is centralized, and submitted to the Management Board.
•   Develop and deploy models/metrics to measure risks and monitor the profitability of the business lines (please see the section
"Insurance risk").
•   Steer the Risk Management family and develop a risk culture throughout the Group.
•   Represent the Group at the CRO Forum.

The Group's risk management structure is also reinforced by AXA Cessions, which advises and supports local entities in their
reinsurance strategy (Property & Casualty; Life & Savings), centralizes the Group's purchasing of reinsurance. Please refer to the
section "controlling exposure and insurance risk" for further details on our reinsurance strategy.

LOCAL RISK MANAGEMENT TEAMS

Local Risk Management teams are, in particular, in charge of applying AXA risk management standards and implementing the
minimum requirements set by GRM.

The Risk Management departments of operational entities are managed by local Chief Risk Officers, who report directly to local
CFOs. The roles and responsibilities of local Risk Management departments are formally approved by the executive committees
of Group entities and comply with the Group's Risk Management priorities. They consist in:
•   Leading efforts to determine the Economic Capital of local entities and developing the necessary tools. The Risk Management
department performs these tasks using a uniform set of techniques including stochastic models to assess AXA's risk
exposure.
•   Controlling the implementation of ALM policies, and in particular monitoring the strategic asset allocation of local entities.
•   Implementing pre-launch product approval procedures, and in particular reviewing risk-adjusted profitability analyses.
•   Reviewing local technical reserves and optimizing entities' reinsurance strategy.
•   Identifying, quantifying and monitoring the main operational risks.
•   Carrying out the risk reporting defined by GRM.

207

4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND RISK FACTORS

Market Risk

Information in this section should be read in conjunction with Note 4 to the consolidated financial statements included in Part V
of this Annual Report which is covered by the Statutory Auditor's Report on the Consolidated Financial Statements.

AXA is exposed to financial market risks through its core business of financial protection (i.e. insurance and asset management)
and through the financing of its activities as part of its equity and debt management. These two distinct sets of risks can be
summarized as follows:

MARKET RISK AND ASSET-LIABILITY MANAGEMENT OF INSURANCE
PORTFOLIOS

Local entities have the primary responsibility for managing their financial risk (market risk, ALM, liquidity), with the obligation of
respecting the risk framework defined at Group level in terms of limits/ thresholds and standards. This approach allows subsidiaries
to react swiftly in an accurate and targeted manner to changes in financial markets and to the political and economic environments
in which they operate.

A wide variety of risk management techniques are used to control and mitigate the market risks to which the AXA Group's
operational entities and the Group itself are exposed. These techniques include:
•  ALM through regular monitoring, and in particular the definition of optimal strategic asset allocations. Please refer to next
paragraphs for further details on ALM.
•   Hedging of financial risks when they exceed the tolerance levels set by the Group. All products requiring hedging programs
involving derivative instruments are designed with the assistance of the Group's specialist asset management teams (AXA
Investment Managers and AllianceBernstein).
•   Reinsurance can also offer more customized solutions than the financial markets to mitigate certain risks; e.g., used in part of
the in-force GMIB (Guaranteed Minimum Income Benefit) products.
•   Exposure analyses are carried out to monitor certain identified risks.

AXA's exposure to market risk is reduced by its broad range of operations and geographical positions, which provides good risk
diversification and some natural hedging effects between different products and jurisdictions. Furthermore, a large portion of AXA's
Life & Savings operations involve unit-linked products, in which most of the core financial risk is borne directly by policyholders
(the shareholder's value is however still sensitive to financial market evolution and volatility).

Asset-liability and market risk involved in the business: General quantitative information

There is a clear distinction of risks between Life & Savings and Property & Casualty.

Description of Life & Savings insurance reserves

The market risks to which Life & Savings subsidiaries are exposed arise from a number of factors, among which:
•  A decline in returns on assets (due in particular to a sustained fall in yields on fixed income investments or in equity markets)
could reduce the investment margin if the return on new and existing invested assets is not sufficient to cover contractual
interest rates payable to life insurance policyholders.
•  A rise in yields on fixed-income investments (coming from a rise in interest rates or in spreads) reduces the value of fixed-income
portfolios and could have an adverse impact on the solvency margin and surrender levels on certain contracts, if competitive
pressures lead to higher rates of policyholder profit participation on new contracts.
•  A decline in equity, real estate prices and alternative investments may reduce the level of solvency margins, as well as available
surpluses.
•   Foreign-exchange risk is generally limited for the Group's Life & Savings companies as foreign-currency commitments are
matched to a large extent by assets in the same currencies.
•  A rise in realized volatility may increase the cost of hedging the guarantees associated with some variable annuity products
sold to policyholders.

208        2008 ANNUAL REPORT

The policies put in place to manage these risks are tailored to each product type and the risks relating to it.

The breakdown of life insurance reserves by product type and thus by AXA's obligations to its policyholders, is as follows:
•   23% at the end of 2008 (30% at the end of 2007 and 30% at the end of 2006) of the Group's Life & Savings technical reserves
cover separate-account (unit-linked) products that do not materially affect AXA's risk exposure. This category includes products
that provide a guarantee on invested capital in the event of death. On these products, the underlying financial market performance
is mostly passed on to the policyholders. Overall, therefore, they present only a limited market risk for the Group through
reduction of shareholders' value.
•   7% at the end of 2008 (8% at the end of 2007 and 7% at the end of 2006) of the Group's Life & Savings technical reserves
cover separate-account products with related interest-rate or equity guarantees provided by the insurance company, called
Variable Annuities with guaranteed benefits. Suitable risk management policies have been put in place with respect to these
products:
- Derivatives are used as part of the dynamic management of risks related to guaranteed benefits, in order to cover some market
risks linked to guaranteed minimum death benefits, guaranteed minimum income benefits, guaranteed minimum accumulation
benefit and guaranteed minimum withdrawal benefits. Derivatives are used to help reduce the economic impact of, among
other things, unfavorable changes in GMDB, GMIB, GMAB and GMWB exposures due to movements in the equity, fixed
income and foreign exchange markets. Two hedging platforms located in AXA Equitable for the US business and AXA Bank
Europe for the European and Asian business manage the market risks on these products.
- Policyholder's behaviors on these products, notably lapses, longevity/ mortality and election rates, are closely monitored and
the risk of deviations of these items from our underlying assumptions is limited through updating the dynamic management
programs that are in place.
•   18% at the end of 2008 (17% at the end of 2007 and 18% at the end of 2006) of the Group's Life & Savings technical reserves
cover products without guaranteed cash values upon surrender.
- The in-force with-profits policies of AXA UK are managed with a significant surplus of free assets, used to adjust performance over
the duration of such policies, while at the same time reflecting financial market performance in policyholders' revenues.
- Annuities in the payout phase are usually backed by fixed-income assets with maturities that match the underlying payout
schedules, thereby avoiding reinvestment and liquidity risks.
- In the UK, surrender options on fixed-rate annuities are monitored through specific analyses and partially covered by interest-
rate options.
•   16% at the end of 2008 (14% at the end of 2007 and 12% at the end of 2006) of the Group's Life & Savings technical reserves
are related to products offering one-year guaranteed rates that are updated every year. The risks arising from a sustained fall
in interest rates in the financial markets are limited for these types of products, as most concern policies in France and group
policies in Japan. Hedging programs have been implemented to cover long-term fixed maturities from the risk of an increase
in interest rates.
•   36% at the end of 2008 (32% at the end of 2007 and 33% at the end of 2006) of the Group's Life & Savings technical reserves
cover other products. These reserves cover surrender guarantees and, in some cases, a guaranteed long-term rate. Related
risks are managed in the following ways:
- Products that are not surrender-sensitive are usually backed by fixed-income investments with maturities and interest rates
generally sufficient to cover guaranteed benefits, so as to reduce as much as possible the reinvestment risk.
- Other products are managed with the surplus required to cover guarantees.
- Hedging programs that make use of derivatives may be set up to hedge the risk of a fall (floor) or a rise (cap) in interest
rates.

209

Description of Property & Casualty and International Insurance reserves

Property & Casualty and International Insurance technical reserves break down as follows:

Technical liabilities

(in Euro million)   December 31,
2008		   December 31,
2007		   December 31,
2006 Restated (a)
Personal lines - Motor   15,349   15,446   14,835
Personal lines - Physical damage   3,240   3,219   3,059
Personal lines - Health   896   1,442   1,488
Personal lines - Other   4,575   4,075   4,274
Sub-total Personal lines   24,060   24,182   23,656
Commercial lines - Motor   2,885   2,698   2,679
Commercial lines - Physical damage   3,012   3,075   2,748
Commercial lines - Professional liability   6,717   6,950   7,244
Commercial lines - Health   3,054   2,799   2,757
Commercial lines - Other   6,896   6,494   6,254
Sub-total Commercial lines   22,565   22,016   21,682
Other   731   873   872
TOTAL - PROPERTY & CASUALTY INSURANCE EXCLUDING
INTERNATIONAL INSURANCE		   47,356   47,072   46,210
International Insurance - Physical damage   1,604   1,943   2,288
International Insurance - Motor, Marine, Aviation   2,980   3,144   3,294
International Insurance - Professional liability   3,649   3,846   3,935
International Insurance - Other   2,751   2,013   2,786
TOTAL - INTERNATIONAL INSURANCE   10,985   10,946   12,304
TOTAL - PROPERTY & CASUALTY INSURANCE INCLUDING
INTERNATIONAL INSURANCE		   58,340   58,018   58,514
(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

For Property & Casualty insurance business, the financial risk is borne directly by the shareholders. Long-tail activities, such as
certain Third Party Liability lines, are sensitive to movements in financial markets. The principal market risks are:
•   A rise in yields on fixed-income investments (coming from a rise in interest rates or in spreads) reduces the value of fixed-income
portfolios and could have an adverse impact on the solvency margin.
•   Lower yields on fixed-income investments increase the value of fixed maturity portfolios and, therefore, generally do not present
a material risk, with the exception of certain contracts (disability income and workers' compensation) that provide guaranteed
rates. On the other hand, a prolonged period of low yields would have an impact on the pricing of these products.
•   Foreign-exchange rate risk is relatively limited as commitments in foreign currencies are largely backed by assets in the same
currencies.
•   Inflation may increase the compensation payable to policyholders, with the effect that actual claims payments may exceed
the reserves set aside. This risk can be significant for long-tail businesses but is adequately taken into consideration through
regular pricing adjustments or specific protections against peaks in inflation.
•   A decline in equity, real estate prices and alternative investments may reduce the level of solvency margins, as well as available
surpluses

The investments of Property & Casualty insurance companies are therefore managed so as to optimize the return on assets while
bearing in mind both the aforementioned risks and the requirements in terms of regulatory solvency and covering commitments.
A large portion of investments is made in liquid fixed maturities, to ensure the payment of exceptional benefits and claims that
may arise. Once these factors have been taken into consideration, there is some capacity to make diversified investments (real
estate or equity securities) that offer a natural hedge against inflation and optimize yields while minimizing volatility risk.

Processes in place and related Governance for Asset & Liability management

AXA manages its risks relating to investments as part of disciplined investment and reporting processes and through an appropriate
governance structure.

As stated previously, insurance subsidiaries are responsible for monitoring risks through the use of liability structure analysis
and asset-liability matching techniques. Based on detailed analyses, they define the strategic asset allocation policy, which is
implemented by asset management companies appointed via investment management agreements. Insurance subsidiaries

210        2008 ANNUAL REPORT

are responsible for monitoring and controlling the investment policy carried out on their behalf by these asset management
companies.

At Group level, an ALM Co-ordination Committee, supervised by the Group Chief Financial Officer, determines general asset-
liability management policy guidelines, ensure that our current exposure is within the Group risks limits and evaluates the results,
which are then submitted to the Management Board and to the Finance Committee of AXA's Supervisory Board.

ALM coordination

The definition and coordination of ALM involves six major stages:
•   Detailed analysis of the liability structure by insurance companies.
•   Definition and proposal of a strategic asset allocation that factors in the long-term outlook as well as short-term constraints
(see below).
•  Validation of these strategic allocations by the entity's risk management unit and investment committee.
•   Local implementation of these strategic allocations through the definition of management contracts with asset management
companies.
•  Tactical allocation and stock selection by asset management companies as part of management contracts.
•   Performance and reporting analysis.

LONG-TERM OUTLOOK: MODELING AND PROJECTING FUTURE CASH FLOWS

Long-term analysis is carried out in order to model commitments resulting from insurance policies and to define asset allocation
so that these commitments can be met with a high degree of confidence while maximizing the expected return.

This work is carried out by Risk Management departments (local and central teams) and takes the form of detailed annual analyses
that use consistent methods based on deterministic and stochastic scenarios. The aim of these analyses is to maximize the
increase in economic value while complying with risk constraints and cost of capital. They are carried out by all significant Group
entities, and provide the following information for the main product lines:
•  The amount of assets needed to meet commitments in a specific proportion of cases depending on risk tolerance.
•  The present value of future margins generated by insurance portfolios.

This information is aggregated across AXA's insurance operations, which allows strategic asset allocation to be monitored and
adjusted if necessary.

SHORT-/MEDIUM-TERM OUTLOOK

These analyses are designed to confirm AXA's ability to satisfy capital adequacy requirements over the short and medium terms.
These requirements are included as constraints in asset-liability analyses.

The process is based primarily on monitoring and analyzing local and consolidated capital adequacy and solvency margin
requirements. It is intended to ensure that AXA complies with its regulatory commitments and makes optimum use of capital
resources at all times.

In addition, AXA's insurance operations are subject to local regulatory requirements in all jurisdictions in which AXA operates.
These local regulations prescribe:
•  The category, nature and diversification (by issuer, geographical zone and type) of investments.
•  The minimum proportion of assets invested in the local currency, taking into account technical commitments denominated in
this currency (congruence rule).
•  As part of an ongoing capital allocation process, subsidiaries perform at least twice-yearly simulations on the various regulatory
constraints applicable to them using extreme scenarios for assets (in terms of both the market value of equity securities and
interest rate trends). The Group Central Finance Department consolidates these models, enabling it to assess the extent of
each subsidiary's financial flexibility. The results are presented to the Finance Committee of AXA's Supervisory Board on a
regular basis.
•  ALM constraints are also taken into account when new products are being designed as part of the product approval process
(see section "Insurance risk - Product approval").

REPORTING: MONTHLY CONCENTRATION RISK REPORTING

Operational entities produce an asset allocation statement every month, to ensure that strategic allocations are being implemented.
This allows regular monitoring of certain key ALM indicators such as the duration and convexity of fixed income portfolios.

This work is carried out by local teams and then consolidated by Group Risk Management to give an overview for the whole
Group and to allow any required action to be taken.

211

Tactical allocation duties of Group asset management companies (AXA Investment Managers and
AllianceBernstein)

Asset management specialists, primarily AXA subsidiaries (AXA Investment Managers (AXA IM) and AllianceBernstein), are responsible
for the day-to-day management of investments. Processes have been put in place in these companies to manage investments without
exceeding agreed risk tolerance thresholds imposed by their client insurance companies in the investment management agreements.
This organization makes the skills required in these activities available for the benefit of all Group insurance companies.

Products that involve hedging programs using derivative instruments are designed with the help of dedicated teams at AXA Bank
Europe, AXA IM and AllianceBernstein. This organization means that all entities benefit from the best possible expertise and a
high level of legal and operational security in these transactions, which are sometimes complex.

FOCUS ON THE MAIN FINANCIAL RISKS

The main financial risks for the AXA Group are as follows:
•   Interest-rate and equity risk related to the operating activities of Group subsidiaries.
•   Credit risk. Please read the next part "Credit risk" included in the Part IV- Section 4.2 - Quantitative and Qualitative Disclosures
about Market Risk and Risk Factors.
•   Exchange-rate risk related to the operating activities of Group subsidiaries.
•   Risks relating to the management of holding companies' foreign exchange exposure and debt.
•   Liquidity risk. Please read "Liquidity position and risk management framework" included in Part II - Section 2.4 - Liquidity and
capital resources.

INTEREST RATES & EQUITY RISK RELATED TO THE OPERATING ACTIVITIES
OF GROUP SUBSIDIARIES

AXA performs sensitivity analyses to estimate Group exposure to movements in interest rates and equity markets. These analyses
quantify the potential impact on the Group of positive and adverse changes in financial markets.

The AXA Group analyzes sensitivity to movements in interest rates and equity markets in two main ways:
•  sensitivities of European Embedded Value (EEV) for the Life & Savings business, as described below;
•  sensitivities of IFRS shareholder's equity for other-than-life businesses.

These analyses cover AXA SA, which carries most of the Group's debt, along with the largest subsidiaries in France, the United
States, the United Kingdom, Belgium, Switzerland, Germany, the Mediterranean and Latin American Region (Spain, Portugal,
Italy, Mexico, Morocco, Turkey, the Gulf Region and Greece), Australia, Hong Kong and Japan. At December 31, 2008, these
subsidiaries represented 98% of AXA's consolidated invested assets within its insurance operations.

Group EV

    2008   2007 restated   2007 published
(in Euro million)   Life &
Savings		   Other
businesses		   Total   Life &
Savings		   Other
businesses		   Total   Life &
Savings		   Other
businesses		   Total
IFRS shareholders' equity at
December 31		   33,513   3,927   37,440   33,488   12,153   45,642   33,488   12,153   45,642
Net unrealized capital gains/
losses, not included in IFRS
shareholders' equity		   1,846   -   1,846   683   -   683   683   1,394   2,077
Excluded TSS/TSDI   -   -   -   -   -   -   -   (7,781)   (7,781)
Mark to Market debt   -   -   -   -   -   -   -   (77)   (77)
Excluded Intangibles   (19,643)   -   (19,643)   (17,833)   -   (17,833)   (17,833)   (9,339)   (27,172)
Unrealized capital gains
projected in VIF & other stat-
GAAP adjustments		   (965)   -   (965)   (599)   -   (599)   (599)   -   (599)
Life & Savings Adjusted
Net asset Value (ANAV)
and Other Businesses IFRS
shareholders' equity		   14,750   3,927   18,677   15,738   12,153   27,892   15,738   (3,650)   12,088
Life & Savings Value of Inforce
(VIF)		   12,459   _   12,459   22,752   _   22,752   22,752   _   22,752
Group EV = AXA Life &
Savings EEV + Other
Businesses IFRS SHE
at December 31		   27,209   3,927   31,136   38,490   12,153   50,643   38,490   (3,650)   34,840

212        2008 ANNUAL REPORT

"Embedded Value" (EV) is a valuation methodology often used for long term insurance business. It attempts to measure the
present value of cash available to shareholders now and in the future and accordingly is presented net of taxes and minority
interests. "European Embedded Value" (EEV) is a refinement of this methodology based on Principles issued by the CFO Forum
of European insurers, which AXA adopted during 2005. AXA publishes EEV only for its Life & Savings business.

In addition to Life & Savings EEV, AXA calculates a "Group EV" which adds to the Life & Savings EEV the IFRS shareholders'
equity of the other-than-life businesses. It is noteworthy that for other-than-life businesses, the presentation is designed to align
with the Group EV standard proposed by the Market Consistent Embedded Value (MCEV) Principles©, issued by the CFO Forum
in June 2008. In prior years, AXA had published a Group EV using a different definition regarding the contribution of other-than-life
businesses (differences arising mainly from the treatment of perpetual subordinated debts and other-than-life intangible assets).
A comparison between both methodologies for 2007 figures is provided above.

The Group EV is not an estimate of AXA's «fair value», regardless of how one might define «fair value». It does not include the
value of business to be sold in the future, nor does it include any value for future profits from existing business of other-than-life
businesses (Property & Casualty, International Insurance, Asset Management, Banking, and Holdings and other companies).
However, the Life & Savings EEV is a key management metric measuring the risk-adjusted value of the business and tracking
its evolution over time, and the Group EV provides a crucial link to processes that impact total Group value but can not be seen
within the Life & Savings segment, such as hedging strategies executed at the Group level and also the impact of leverage on
the Group.

The table above shows the reconciliation of IFRS shareholders' equity to the Group EV.
The Life & Savings "Adjusted Net Asset Value" (ANAV) is derived by aggregating the local regulatory (statutory) balance sheets
and reconciling with the Life & Savings IFRS shareholders' equity, with the following main adjustments:
•    addition of unrealized capital gains/losses not included in shareholders' equity
•    elimination of the value of intangibles,
•    elimination of unrealized capital gains/losses included in the projection of future cash-flows (VIF),
•    adjustment for the differences between AXA's consolidated accounting basis and local regulatory bases.
Adding the Life & Savings VIF to the Life & Savings ANAV completes the Life & Savings EEV.

The Group EV equals the Life & Savings EEV plus the other businesses IFRS shareholders equity.

The Life & Savings VIF calculation, by nature, involves many assumptions about the future. For Life & Savings EEV, AXA has
adopted a "market-consistent" approach to setting asset return assumptions. Each cash flow is discounted at an appropriate
discount factor, so that starting with Euro 1 of bond or of equity, projecting expected cash flows and discounting, will simply give
Euro 1 of value. Mechanically, this can be described in a shortcut as assuming that, in the future, all assets will earn the risk-
free rate (referred to as the "reference rate" in the Embedded Value methodology) defined by the current market. However, cash
flows are projected not only in a single scenario, but rather a stochastic set of scenarios is created, with the set maintaining the
market-consistent condition that Euro 1 of any asset projected into the future gives a present value of Euro 1. Future earnings
available to shareholders are assessed across this range of stochastic scenarios, with the present value being the Life & Savings
VIF. Our major assumptions include:
•    Actuarial assumptions reflect best estimates based on recent experience.
•    No productivity gains in the future are assumed, while a 2.0% average inflation rate was assumed in 2008 (2.2% in 2007).
•    Expenses are adjusted for non-recurring expenses and one-time strategic spending.
•    Some benefit from future mortality improvement on Life business is included, while annuity business does have an allowance
for the costs of longevity increasing in all markets.
•    Non-financial risks are provided for through the cost of holding capital consistent with the necessary amount to obtain a
AA rating at each entity level
•    A weighted average tax rate of 31.7% was assumed in 2008 (32.4% in 2007).
•    In 2008, a premium over the swap rate (100 bps in the US and 50 bps in other countries except Japan) is included in the
reference rate, reflecting the ability, in current market, for insurers with long term liabilities to earn risk-free returns in excess
of swaps as a result of their investment in corporate bonds and the potential to purchase credit default swaps. In prior years,
any such premium had been immaterial.

As described above, the Life & Savings VIF valuation under AXA's market-consistent framework does not depend on assumed
future asset returns, but rather on the reference rate described above. The Life & Savings VIF valuation depends on stochastic
projections of multiple scenarios, rather than a single scenario.

The sensitivities of the Group EV to changes in major economic assumptions were calculated as follows for the 2007 and 2008
values:

Upward parallel shift of 100 basis points (bps) in reference interest rates simulates a sudden shock to the initial conditions.
This means changes to: 1) the current market values of fixed-interest assets, with related possible changes to projected capital
gains/losses and/or fee revenues, 2) future reinvestment rates for all asset classes, and 3) risk-discount rates. Inflation rates
are not changed. Policyholder and management behaviors are adjusted following normal behavioral modeling. As noted in the
definitions, these calculations reflect discount rate changes in Life & Savings and for other-than-life discounted reserves, as well
as changes to the value of fixed-income assets, but no changes in value for asset classes such as equities or real estate are
assumed to accompany the reference interest rate movements (although for Life & Savings future returns are impacted as these

213

equal the risk-free rate on average across scenarios in the market consistent valuation). In reality, changes in value of other asset
classes would probably lead to different results than shown here. It is also possible that a gradual movement in interest rates
would produce different results than a sudden shock.

Downward parallel shift of 100 basis points in reference interest rates is the same as above but with a shift downward.
Where the shift of 100 basis points would drop rates below 0%, they are floored at zero.

10% higher value of equity markets at the start of the projection simulates a shock to the initial conditions just for equities.
This means changes to current market values of equities, with related possible changes to projected capital gains/losses and/or
fee revenues. Policyholder and management behaviors are adjusted to be consistent with these conditions. As noted in the
definitions, these calculations reflect a shock to the initial conditions for equities, but no changes in value for asset classes such
as fixed maturities or real estate are assumed to accompany the equity change. In reality, changes in value of other asset classes
would probably lead to different results than shown here. It is also possible that a gradual movement in equity would produce
different results than a sudden shock.

10% lower value of equity markets at the start of the projection same as above but a decrease.

    2008   2007 (*)
    Life & Savings   Other businesses   Group   Life & Savings   Other businesses   Group 
    Euro
million		   % Group
EV		   Euro
million		   % Group
EV		   Euro
million		   % Group
EV		   Euro
million		   % Group
EV		   Euro
million		   % Group
EV		   Euro
million		   % Group
EV
Upward parallel shift
of 100bps in risk-free
rates		   1,293   4%   (1,814)   -6%   (521)   -2%   318   1%   (1,576)   -3%   (1,258)   -2%
Downward parallel shift
of 100bps in risk-free
rates		   (2,639)   -8%   1,948   6%   (692)   -2%   (1,416)   -3%   1,762   3%   346   1%
10% higher value of
equity markets at start
of projection		   1,085   3%   264   1%   1,348   4%   1,594   3%   997   2%   2,591   5%
10% lower value of
equity markets at start
of projection		   (1,047)   -3%   (317)   -1%   (1,364)   -4%   (1,639)   -3%   (997)   -2%   (2,636)   -5%
(*) 2007 sensitivities are different than the ones disclosed last year for other businesses in order to reflect the change in methodology for the Group EV.

All sensitivities are presented net of tax and minority interests, and where applicable, net of policyholders' participation.

2008 interest rate sensitivities (% of Group EV) for Life & Savings business of 4% to upward 100bps and -8% to downward 100bps
(2007: 1% and -3%) start from a significant lower financial market level than in 2007. As a result direct comparisons between
2007 and 2008 sensitivities have little meaning.

In most markets, there is an asymmetry predominantly driven by guaranteed interest rates having higher value when interest rates
decrease, while higher reinvestment rates would need to be shared with policyholders limiting shareholders' gains in a higher
rate environment. However this classical pattern is not followed in some entities (e.g., the UK and the Mediterranean and Latin
American Region), where the business has significantly less interest rate guarantees and the EEV behaves more like a portfolio
of fixed-income assets.
In addition, higher interest rates affect the value both positively through higher investment rate and negatively through lower
starting value of fixed income assets and higher discount rates for future profits. For different product types these interactions
produce different results.

2008  interest rate sensitivities (% of Group EV) for other-than-life businesses of -6% to upward 100bps and 6% to downward
100bps (2007: -3% and 3%) reflect mainly the net-of-tax impacts on fixed-income assets, offset somewhat by derivatives. The
majority of other-than-life reserves are not sensitive to interest rate changes.

2008 equity market sensitivities (% of Group EV) for Life & Savings business of 3% to upward 10% or -3% to downward 10%
(2007 3% and -3%) are more nearly symmetrical, with no complicating effects from changes of discount rates. The limited
asymmetries reflect the impact of guarantees and profit-sharing rules, along with some hedging programs to limit potential losses.
The impacts of equity market value changes can come through general account exposures or through changing asset balances
impacting future fee revenue on separate account business.

2008 equity market sensitivities (% of Group EV) for other-than-life businesses of 1% to upward 10% or -1% to downward 10%
(2007: 2% and -2%) reflect the net-of-tax impacts on equities including derivatives on equities.

214        2008 ANNUAL REPORT

EXCHANGE RATE RISK RELATED TO THE OPERATING ACTIVITIES OF GROUP
SUBSIDIARIES

In the insurance companies, which accounted for 89% of Group assets at December 31, 2008 (90% at the end of both 2007 and
2006), assets and liabilities with foreign currency exposure were generally matched or hedged.

•  Life & Savings business: 77% of Group assets at the end of 2008 (79% at the end of both 2007 and 2006).

In France, AXA is exposed to exchange-rate risk through the units it owns in certain investment funds partly invested in foreign
currencies (particularly US dollar: €483 million vs. €1,645 million in 2007 and €1,607 million in 2006, pound sterling: €72 million
vs. €338 million in 2007 and €343 million in 2006, and Japanese yen: €136 million vs. €335 million in 2007 and €349 million in
2006). AXA France owns these units in order to diversify its investments and enable policyholders to benefit from the performance
of international financial markets. AXA France controls and limits its exposure to exchange-rate risk by using forwards (notional
of €1,046 million vs. €2,915 million in 2007 and €2,698 million in 2006).

In the United Kingdom, the Life & Savings segment is exposed to exchange-rate risk in both non-profit and with-profits funds.
The exposure in the non-profit funds arises through:
i. foreign-currency investments in Group companies with a market value of €569 million (€868 million in 2007 and €889 million
in 2006), of which €178 million of fixed maturity holding in AXA Belgium (€175 million in 2007 and €177 million in 2006) is
hedged;
ii. other foreign-currency investments with a market value of €443 million (€161 million in 2007 and €135 million in 2006), of
which (a) €123 million are hedged through foreign exchange derivative instruments, and (b) €320 million represent strategic
investments that are not hedged (notably €77 million in Banca MPS).
In addition, the UK non-profit funds have Euro denominated Credit Default Swaps in place with a nominal value of €76 million
(€199 million in 2007 and nil in 2006).
The exposure in with-profits funds arises on assets with a market value of €1,232 million (€2,770 million in 2007 and
€2,996 million in 2006), while foreign currency liabilities in the fund amount to €86 million (€136 million in 2007 and €188 million
in 2006). The UK With-Profits funds hold some foreign exchange derivative instruments (including swaptions held in connection
with Guaranteed Annuity Options).

AXA Japan's investment strategy is to invest when relevant outside the Japanese market in order to benefit from higher returns.
At the end of 2008, the total assets denominated in foreign currencies (mainly US dollar) represented an amount of €5,725 million
(€6,083 million at the end of 2007 and €10,025 million at the end of 2006). Excluding assets backing unit-linked contracts, the
corresponding exchange rate risk was fully hedged through the use of derivatives.

Companies in the German Life & Savings segment hold investments denominated in foreign currencies (€3,688 million in
2008, €3,558 million in 2007, and €3,577 million in 2006), both directly and indirectly through investment funds, with the aim of
diversifying their investments and taking advantage of foreign markets' performance. These investments are mainly in US dollars
(€3,001 million in 2008, €2,629 million in 2007, and €2,092 million in 2006), but also in pound sterling (€371 million in 2008,
€674 million in 2007, and €1,018 million in 2006) and Japanese yen (€103 million in 2008, €178 million in 2007, and €151 million in
2006). Exchange-rate risk exposure is hedged using forwards (notional €3,146 million vs. €2,542 million in 2007 and €2,241 million
in 2006) and currency swaps (notional of €314 million vs. €430 million in 2007 and €423 million in 2006).

Swiss entities are exposed to exchange rate risk through their investments in foreign currencies (mainly Euro and US Dollar) due to
limited investment possibilities and traditional low interest rate environment in Switzerland. As a result, they have foreign exchange
exposure on equity securities as well as on fixed maturities denominated in currencies other than Swiss Francs. However, the
main part of the exposure is hedged back into Swiss Francs with foreign exchange forwards. Switzerland Life & Savings foreign
exchange exposure amounted to €15 billion (circa 36% of assets) at the end of 2008, of which €12 billion were hedged.

In Belgium, in the United States, and in the Mediterranean and Latin American Region, the Group's Life & Savings companies do
not have any significant exposure to exchange-rate risk.

These countries accounted for 96% at the end of 2008 (96% at the end of both 2007 and 2006) of the Group's Life & Savings
companies' assets.

•  Property & Casualty business: 10% of Group assets at the end of 2008 (9% at the end of both 2007 and 2006).

In France, AXA is exposed to exchange-rate risk through the units it owns in certain investment funds partly invested in foreign
currencies mainly US dollar (€151 million vs. €492 million in 2007 and €649 million in 2006) and to a much lesser extent Pound
Sterling and Japanese Yen in order to diversify its investments. France controls and limits its exposure to exchange-rate risk by
using forwards in all these currencies (notional of €301 million vs. €867 million in 2007 and €1,021 million in 2006).

In Belgium, AXA manages a US dollar run-off portfolio, which is fully hedged with investments in the same currency amounting
to around €29 million (€110 million at the end of 2007 and €130 million at the end of 2006).

215

Germany is exposed to US dollar exchange-rate risk on certain investment funds for €808 million (€829 million in 2007 and
€733 million in 2006). Remaining exchange-rate risk exposure, mainly concerning the pound sterling for €57 million (€211 million
in 2007 and €264 million in 2006) and the Japanese yen for €22 million (€62 million in 2007 and €63 million in 2006), is incurred
for the purpose of diversifying investments. Germany controls and limits its exchange-rate risk by using forwards (notional
€836 million vs. €785 million in 2007 and €587 million in 2006) and currency swaps (notional of €194 million vs. €124 million in
2007 and none in 2006).

In the United Kingdom and Ireland, AXA is exposed to exchange-rate risk through its AXA Insurance subsidiary, which operates in
pound sterling but has diversified its investment portfolio in line with its asset liability management objectives. At December 31, 2008,
AXA Insurance managed around €203 million (€86 million in 2007 and €146 million in 2006) of directly owned foreign-currency
investments and cash. The United Kingdom and Ireland P&C segment also has investments totaling €97 million (€184 million
in 2007 and €113 million in 2006) of CDO equity funds and investment funds which predominately invest in foreign-currency
investments, equal to around 2.3% (3.1% in 2007 and 1.7% in 2006) of its investment portfolio. The United Kingdom has Euro
denominated Credit Default Swaps in place with a nominal value of €144 million (€285 million in 2007 and nil in 2006). In addition,
AXA UK's Irish subsidiary also operates in Northern Ireland, and so manages a portfolio of pound sterling policies in an amount
of €122 million (€140 million in 2007 and €134 million in 2006), hedged with investments in the same currency of €131 million
(€150 million in 2007 and €137 million in 2006).

In Switzerland, foreign exchange exposure amounted to €3.1 billion (circa 37% of assets) at the end of 2008, of which €3.0 billion
were hedged with foreign exchange forwards.

In the Mediterranean and Latin American Region, the Group's Property & Casualty companies do not have any significant
exposure to exchange-rate risk.

These countries accounted for 99% at the end of 2008 (95% at the end of 2007 and 94% at the end of 2006) of the Group's
Property & Casualty companies' assets.

•   International Insurance business (3% of Group assets at the end of 2008 vs. 2% at the end of 2007 and 3% at the end of
2006): In the course of its business, AXA Corporate Solutions Assurance carries some insurance liabilities, denominated in foreign
currencies, particularly in US dollar (€1,319 million at the end of 2008 vs. €984 million at the end of 2007 and €1,118 million
at the end of 2006) and, to a lesser extent, pound sterling (€474 million at the end of 2008 vs. €590 million at the end of 2007
and €607 million at the end of 2006). The company carries assets denominated in foreign currencies to ensure the balance
sheet congruence. The congruence between the company's foreign-currency assets and liabilities is regularly adjusted, but
is subject to unpredictable loss occurrence and the corresponding movements in reserves.

•  As regards holding companies (6% of Group assets at the end of 2008, 2007 and 2006), AXA SA has, since 2001, adopted
a hedging policy on net investments denominated in foreign currencies, which aims at protecting the Group's consolidated
shareholders' equity against currency fluctuations, using cross-currency swaps and foreign-currency debt.
At December 31, 2008, the main hedging positions were as follows:
- US$13.2 billion or €9.5 billion (US$11.3 billion or €7.7 billion at the end of 2007, and US$11.1 billion or €8.4 billion at the end
of 2006) in respect of the US activities, including US$9.6 billion or €6.9 billion (US$7.7 billion or €5.2 billion at the end of
2007, and US$7.0 billion or €5.3 billion at the end of 2006) via cross-currency swaps,
- JPY1,036 billion or €8.2 billion (JPY599 billion or €3.6 billion at the end of 2007, and JPY456 billion or €2.9 billion at the end
of 2006) in respect of the activities in Japan, mainly in the form of cross-currency swaps,
- £1.9 billion or €2.0 billion (£1.9 billion or €2.6 billion at the end of 2007, and £1.2 billion or €1.8 billion at the end of 2006) in
respect of the UK business, mainly in the form of debt,
- C$1.7 billion or €1.0 billion (C$1.7 billion or €1.2 billion at the end of 2007, and C$1.0 billion or €0.7 billion at the end of 2006)
in respect of the Canadian business in the form of cross-currency swaps,
- CHF8.3 billion or €5.6 billion (CHF5.0 billion or €3.0 billion at the end of 2007, none at the end of 2006 as the hedges were
put in place on January 1, 2007 following the acquisition of Winterthur) in respect of the Switzerland business, in the form of
cross-currency swaps.

AXA SA's assets accounted for most of the assets of Group holding companies at the end of 2008.

RISKS RELATING TO THE MANAGEMENT OF HOLDING COMPANIES' FOREIGN
EXCHANGE EXPOSURE AND DEBT

For the purpose of optimizing the financial management and control of financial risks linked to holding companies, the Group
Central Finance Department has defined and introduced formal management standards, as well as guidelines for monitoring
and assessing financial risks, which enable it to measure the positions of each affiliate in a consistent manner. These standards
have been approved by the Management Board.

The Group Central Finance Department produces monthly reporting data that consolidate interest rate, foreign exchange and
liquidity exposures, as well as the interest expenses of AXA SA. This reporting also includes medium-term forecasts.

216        2008 ANNUAL REPORT

These reports, together with information about hedging strategies, are sent regularly to and reviewed by the Finance Committee
of AXA's Supervisory Board.

In addition, risks resulting from regulatory or other restrictions on dividend payments from the Group's operating subsidiaries or
limitations on AXA's ability to reduce these subsidiaries' shareholders' equity is closely monitored. The Group's operating subsidiaries
must comply with local regulations in the various countries where they operate, particularly minimum solvency requirements, which
may restrict their ability to pay dividends to the Company or other Group companies, reduce their shareholders' equity, incur debt,
engage in certain types of transactions with affiliates (including loans) or take certain other actions. As a result, internal cash flow
projections (including dividend pay-outs) must take into account these constraints and possible future regulatory changes.

Interest-rate risk

DEFINITION: interest-rate risk may result from:
•   a mismatch between types of interest rates (fixed versus floating),
•   a mismatch between floating rate benchmarks,
•   a mismatch between floating rate renewal dates.

POLICY: the policy is defined in order to monitor and limit the potential medium-term variation in interest expenses and consequently
to protect future levels of interest expenses, regardless of movements in interest rates.

ASSESSMENT:
•  Variability analyses assess the change in interest expenses over the duration of the strategic plan resulting from a 1% rise in
interest rates.
•   Interest-rate sensitivity analyses assess changes in the value of interest-rate positions by currency and by maturity following a
1% upward shift in the yield curve.

Exchange-rate risk

DEFINITION: exchange-rate risk results from a mismatch between the currency of an asset (particularly net foreign currency
investments in subsidiaries) and the currency in which it is financed.

POLICY: the objective is to limit variations in net foreign currency-denominated assets resulting from movements in exchange rates.
The purpose of the policy is therefore to protect the value of AXA's net foreign-currency investments in its subsidiaries and thus
protect Group consolidated shareholders' equity against currency fluctuations. It is also designed to protect other key indicators
such as adjusted net asset value, European embedded value and solvency ratios against such fluctuations.

ASSESSMENT: exchange rate sensitivity analyses measure the annual change in interest expenses resulting from a 10%
appreciation in the Euro against all other currencies together with the impact on shareholders' equity, gearing ratio and European
solvency margin.

217

4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND RISK FACTORS

Credit Risk

Information in this section (except the Credit Derivatives pie chart) should be read in conjunction with Note 4 to the Consolidated
Financial Statements included in Part V of this Annual Report which is covered by the Statutory Auditor's Report on the Consolidated
Financial Statements.

Counterparty credit risk is defined as the risk that a third party in a transaction will default on its commitments. Given the nature
of its core business activities, AXA monitors two major types of counterparties, using methods suitable to each type:

•   Investment portfolios held by the Group's insurance operations (excluding assets backing separate-account products where the
financial risk is borne by policyholders) as well as by banks and holding companies. These portfolios give rise to counterparty
risk through the debt securities and derivative products held within them.

•   Receivables from reinsurers resulting from reinsurance ceded by AXA.

INVESTED ASSETS

AXA has a database consolidating the Group's listed assets and analyzing them by issuer, credit rating, sector and geographic
region, in order to assess the risk of concentration in its equity and debt security portfolios. This database allows AXA to monitor,
on a monthly basis, exposure to the default risk of a given issuer, particularly through holding of its debt securities. It also allows
the monitoring of equity exposure.

As regards debt securities' issues, total issuer-specific exposure limits are set at Group level and at the level of each subsidiary.
These limits depend on the issuer's risk, assessed via its credit rating and type (corporate, government, state-owned companies
and agencies). Note 9.4 of Part V - Consolidated financial statements sets out the debt securities portfolio by issuer type.
These tools allow GRM to ensure compliance with limits defined by the Group, among which asset allocation, credit risk
concentration or counterparty risk for derivatives. The ALM Supervisory Committee is regularly kept informed of the work
performed. These tools also enable coordinated contingency measures to be taken for the most sensitive counterparties.

At December 31, 2008, the breakdown of the debt security portfolio (€305.5 billion, including €10.7 billion of debt securities held
through with-profits funds) by credit rating category was as follows:

At December 31, 2007, the breakdown of the debt security portfolio (€303.2 billion, including €15.5 billion held through with-
profits funds) by rating was: 37% in AAA, 30% in AA, 19% in A, 9% in BBB, 1% in BB and lower, and 4% in other.
At December 31, 2006, the breakdown of the debt security portfolio (€298.3 billion, including €17.9 billion held through with-
profits funds) by rating was: 40% in AAA, 26% in AA, 22% in A, 9% in BBB, 1% in BB and lower, and 1% in other.

Credit risk diversification and analysis policies, particularly using credit ratings, are implemented by investment departments and
monitored by Risk Management teams.

218        2008 ANNUAL REPORT

ASSET BACKED SECURITIES BY UNDERLYING TYPE OF ASSET
(excluding Collateralized Mortgage Obligations (CMOs))

At December 31, 2008, the economic breakdown of the total value of ABS (€11.8 billion1 excluding CMOs and ABS held through
with-profits funds) was:

(a) Mainly consumer loan ABS (plus some leases and operating ABS assets).

At December 31, 2008, AXA's invested assets included an exposure to US subprime residential and Alt-A mortgage loans of
approximately €0.8 billion (68% equaling or above AA rating and 56% estimated policyholders' participation).

At December 31, 2007, the economic breakdown of the total value of ABS (€16.2 billion excluding CMOs and ABS held through
with-profits funds) was: 18% in CLO, 15% in Consumer ABS, 11% in CDO, 18% in Commercial MBS, 23% in Prime Residential,
10% in US Subprime & Alt-A, and 5% in Non conforming RMBS. At December 31, 2007, AXA's invested assets included an
exposure to US subprime residential and Alt-A mortgage loans of approximately €1.6 billion (84% equaling or above AA rating
and 54% estimated policyholders' participation).

At December 31, 2008, the analysis by rating of the ABS portfolio was as follows and showed that 69% were AAA & AA.

At December 31, 2007, the breakdown of the ABS portfolio by rating was: 63% in AAA, 6% in AA, 14% in A, 10% in BBB,
1% in high yield, and 6% in NR/equity.

The negative gross fair value evolution of the ABS assets over the year 2008 was evaluated at €-3.5 billion, of which €-2.7 billion
was recognized in the income statement and €-0.7 billion was recognized in shareholders' equity (versus €-1.5 billion in 2007,
of which €-0.7 billion in the income statement and €-0.8 billion in shareholders' equity).
Net of policyholders' participation, tax and VBI/DAC reactivity, the negative fair value evolution of the ABS assets over the year
2008 was evaluated at €-1.3 billion, of which €-1.0 billion was recognized in the income statement and €-0.3 billion was
recognized in shareholders' equity (versus €-0.6 billion in 2007, of which €-0.3 billion in the income statement and €-0.3 billion
in the shareholders' equity).

(1) This figure represents an economic view i.e. 100% of assets held in consolidated "core block" and "satellite" funds and assets held by non consolidated
funds.

219

CREDIT DERIVATIVES

The AXA Group, as part of its investment and credit risk management activities, may use strategies that involve credit derivatives
(Credit Default Swaps or CDS), which are mainly used as an alternative to corporate debt security portfolios, when coupled with
government debt securities, but also as a protection on single corporate names or specific portfolios.

At December 31, 2008, the nominal amount of positions taken through credit derivatives was €30.9 billion1 including €8.1 billion
of CDSs (or €1.7 billion net) held through CDOs and €22.8 billion (or €19.1 billion net) of CDSs. For these €19.1 billion CDSs, the
credit risk taken by the AXA Group through these instruments is included in analyses of debt security portfolios as described in
the previous section "Invested assets". Limits applied to issuers take into account these credit derivative positions.

The breakdown of these CDS's underlying debt securities by rating (resulting from management information) is as follows:

Credit risk relating to CDOs is monitored separately, depending on the tranches held, and regardless of the type of collateral
(debt securities or credit derivatives). Note that the CDOs are consolidated in AXA's balance sheet, in line with IFRS rules, even
though AXA's investments in these CDO's assets are limited.

Counterparty Risk arising from Over-The-Counter (OTC) Derivatives

AXA actively manages counterparty risk generated by OTC derivatives through a specific Group-wide policy. This policy includes
a limit framework and an exposure monitoring process. Limits are set specifically for each authorized counterparty, based on an
internal scoring system. This policy also includes daily to weekly collateralization for the majority of the Group's exposure.

Monolines

At December 31, 2008, the direct general account exposure (excluding the UK with-profits) to monoline credit insurers ("Monolines")
was insignificant and the indirect exposure (debt securities enhanced by Monoline reinsurers) in the general account (excluding
the UK with-profits) was €306 million, of which €113 million to Ambac and €135 million to MBIA (versus €379 million indirect
exposure at the end of 2007, of which €128 million to Ambac and €162 million to MBIA).

MBIA reinsures 100% of all credit insurance risks (excluding cumulative losses between $0 and $13 million (ca 0.14%) and
between $110 and $200 million (ca 1.19% and 2.16%) reinsured to other third party reinsurers on a diversified portfolio of wrapped
US municipal bonds underwritten by AXA RE (prior to its run-off).
The main characteristics of this portfolio are:
•   5,000+ different issues (84% AAA, AA & A, all investment grade) with aggregate principal amount of approximately
€7 billion,
•   Portfolio underwritten between 1998 and 2004,
•  Very few defaults encountered in 2008 and no impact expected for AXA.

(1) This figure represents an economic view i.e. 100% of assets held in consolidated "core block" and "satellite" funds and assets held by non consolidated
funds.

220       2008 ANNUAL REPORT

RECEIVABLES FROM REINSURERS: RATING PROCESSES AND FACTORS

To manage the risk of reinsurers' insolvency, a Security Committee is in charge of assessing reinsurers' quality and acceptable
commitments. The committee is under co-joined authority of GRM and AXA Cessions. This risk is monitored to avoid any excessive
exposure to any specific reinsurer. The security committee meets monthly - and more frequently during renewal periods — and
decides on any action to be taken with the aim of limiting AXA's exposure to the risk of default by any of its reinsurers.

In addition, AXA summarizes and analyzes its exposure to all reinsurers by factoring in all positions with reinsurers (claims,
premiums, reserves, deposits, pledges and security deposits).
The Group's top 50 reinsurers accounted for 80% of reinsurers' share of insurance and investment contract liabilities in 2008
(versus 78% in 2007 and 75% in 2006).

The breakdown of all reserves ceded to reinsurers by reinsurer rating at December 31, 2008 (€11.7 billion) was as follows:

(a) At December 31, 2008, the AA rating portion of 43% included 7% for Swiss Re. Note that Swiss Re rating was downgraded by Standard & Poor's to A+
on February 18, 2009.

The "other" caption relates to reserves ceded to reinsurance pools, reserves ceded to reinsurers with which the AXA Group does
limited business (not in the top 50) and reinsurers not rated by the main rating agencies.

At December 31, 2007, the breakdown of reserves ceded to reinsurers (€11.3 billion) by reinsurer rating was: 9% in AAA,
31% in AA, 36% in A, 1% in BBB/BB/B, and 22% in other.

At December 31, 2006, the breakdown of reserves ceded to reinsurers (€12.0 billion) by reinsurer rating was: 11% in AAA,
30% in AA, 15% in A, 2% in BBB/BB/B, 17% in Paris RE (reserves ceded to PARIS RE as part of AXA RE disposal, which were
not split by ratings at the end of 2006) and 25% in other.

221

4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND RISK FACTORS

Insurance risk

Information in this section should be read in conjunction with Note 4 to the Consolidated Financial Statements included in Part V
of this Annual Report which is covered by the Statutory Auditor's Report on the Consolidated Financial Statements.

The Group's insurance subsidiaries have the primary responsibility to manage their insurance risks linked to underwriting, pricing
and reserving, using a set of actuarial tools. They are also responsible for managing appropriately in response to changes in
insurance cycles and to the political and economic environments in which they operate.

Insurance risks for both Life & Savings and Property & Casualty businesses are covered through 5 major processes, defined at
Group level but performed jointly by central and local teams:
•  Profitability analysis mainly through procedures governing pre-launch product approval (New product risk control) that complement
strong and basic underwriting rules.
•  Regular exposure analysis to ensure that the Group's current exposure is within our risk appetite at Group level.
• Optimization of reinsurance strategies to mitigate the risks in order to cap the Group's peak exposures to protect our Solvency
and reduce volatility of key financial indicators.
•  Reviews of technical reserves.
•  Emerging risks initiative to share expertise within the underwriting and risk communities.

PRODUCT APPROVAL

In its Individual Life & Savings activities, the AXA Group has set up pre-launch product approval procedures in each subsidiary
to ensure that new risks underwritten by the Group undergo a rigorous approval process before the products are offered to
customers. This harmonized approach also facilitates the sharing of product innovation within the Group.
These procedures are defined and implemented locally, and are structured and harmonized using the minimum requirements
defined by GRM. The main characteristics of these procedures are as follows:
• Although the decision to launch a new product is taken locally, it must be the result of a documented approval process that
complies with local governance practices and AXA Group standards. For variable annuity products with guarantees, this review
is centralized, and submitted to the Management Board.
• All significant Individual Life & Savings products must go through this process.
• Guarantees and options embedded in the product must be quantified using stochastic methods defined by GRM in order to
ensure that they are correctly reflected in pricing. This work also gives a better understanding of any asset-liability mismatch
risk and the actual economic capital requirement at the product design stage. Where significant financial risks exist, an
ALM study must be performed to confirm the hedging strategy for the product.
• Stress tests are required on key assumptions to ensure that appropriate 'what if' scenarios are considered in the development
process.
•  Pricing reports are sent to GRM prior to launch.

This profitability analysis framework is also used in Property & Casualty as a regular technical & risk audit with methods adapted
to the underwriting of risks, while maintaining the principle of local decision-making based on a documented approval procedure.
The aim is twofold:
•  For pre-launch business, to ensure that new risks underwritten by the Group have undergone a rigorous process before the
products are offered to customers and show adequate profitability adjusted for the cost of capital.
•  For post-launch business, to ensure the appropriate profitability and risks control of the in-force P&C underwritings.

This profitability framework complements strong and basic underwriting rules to ensure that no risks are taken outside the Group
tolerances and that value is created by adequately pricing the risk.

222        2008 ANNUAL REPORT

EXPOSURE ANALYSIS

In order to ensure a consolidated view of insurance risks, GRM has developed and deployed common models/ metrics to measure
risks homogeneously throughout the Group. This is designed to check that the Group's current exposure is within the Group's
consolidated risk appetite limits.

A uniform Group-wide framework for quantifying all risks has been developed by GRM using stochastic modeling tools factoring in
asset and insurance risks. This framework includes pricing control systems used by insurance operations as part of their product
development process, such as those described in the previous section. This type of analysis quantifies and demonstrates the
benefits of the diversification created by AXA's wide range of businesses and regional operations.

In the Life & Savings business, the aforementioned tools allow mortality/longevity risks to be analyzed on a multi-country basis.
The AXA Group regularly monitors its exposure to these risks (mortality, longevity, long-term care, etc.) and uses the results of
this work to enhance the structure of its product ranges and its reinsurance coverage.

In addition, in the Property & Casualty business, the above mentioned tools permit analysis on a worldwide basis of market
cycle, price elasticity, reinsurers' counterparty risk, claims frequency deviation, reserves adverse development and natural
catastrophes. The results of this exercise are mainly used to optimize the Group's protection (through reinsurance or securitization)
and business-mix.

REINSURANCE

Definition of reinsurance requirements

Reinsurance purchasing is an important part of the Group's insurance activities and risk management.
For the Property & Casualty and Life & Savings operations, reinsurance programs are set up as follows:
•  Reinsurance placement is mainly handled centrally by AXA Cessions.
•  Prior to ceding risks, in-depth actuarial analyses and modeling are conducted on each portfolio by AXA Cessions and GRM
to optimize the quality and cost of reinsurance cover. These analyses are performed in collaboration with the technical and
reinsurance departments of Group operational entities. They measure frequency risks as well as specific severity risks (natural
catastrophes, storms, floods, earthquakes). They provide guidance for determining the most appropriate reinsurance cover
(retention levels and scope of cover) for each portfolio and for each type of risk, in accordance with objectives and capital
allocation constraints.
• Estimates of catastrophic risks are carried out on the basis of several pieces of modeling software available in the market.
Although these software products are key to allow objective discussions with reinsurers, they are regularly assessed within GRM
and adjusted to the specific features of AXA's portfolio. Experience shows that these software products give imperfect estimates
of real exposure, and can underestimate some important factors such as inflation following a major catastrophe or the effects
of climate change. In addition, they do not factor in risks relating to legal developments requiring an insurer retrospectively to
cover a risk that, it believed, was excluded from its policies.

Since 2006, this work has been extended to the Life & Savings business based on the same procedures as in the Property
& Casualty business. Certain Group companies now arrange reinsurance through AXA Cessions, which has set up a retention
pool protected by Group covers placed on the Reinsurance Market.

Implementation of the reinsurance strategy: role of AXA cessions

In order to build adjusted and optimized protection, the Group's various operating entities place 100% of their reinsurance treaties
with AXA Cessions. Only a small part of most treaties is placed directly in the reinsurance market through AXA Cessions, as most
of the risk is combined at AXA Cessions level to form internal Group reinsurance pools by line of business.

The retention rate and coverage applied to these pools are designed to effectively protect the Group at low cost. Coverage is
arranged through the reinsurance market or directly in the financial market through securitization (cat or mortality bonds).
In 2008, five pools were managed by AXA Cessions:
•  Property (Catastrophe and per risk + Personal Accident),
•  General Liability,
•  Marine,
•  Engineering,
•  Life.

For the motor liability segment, AXA Cessions has arranged Group protection for all entities.

All local Group companies ceding reinsurance are collectively protected by this Group coverage. The net financial results of this
Group protection are then retroceded to these entities.

Finally, in addition to the analyses described above, AXA regularly monitors its exposure to its main reinsurers, to ensure that
consolidated limits remain within Group risk tolerance (please see the section "Credit Risk - Receivables from reinsurers")

223

TECHNICAL RESERVES

In addition to controlling upstream risks through prior product approval and analyzing the reinsurance strategy, operational entities
specifically monitor reserve risks, both in Life & Savings and Property & Casualty businesses. Reserves have to be booked
for claims as they are incurred or reported. These reserves are measured individually for each file by the claims departments.
Additional reserves for incurred but not reported (IBNR) claims, along with reserves for incurred but not enough reported (IBNER)
claims are also booked. Various statistical and actuarial methods are used in these calculations. Calculations are initially carried
out locally by the technical departments in charge, and are then reviewed for a second opinion by local risk management teams
or external technical experts.

For Property & Casualty business, the Group Risk Management, together with Group P&C Insurance Operations, Group Claims
Department and other entity specialists, performs in-depth reviews on specific portfolios to re-assess all underlying assumptions,
methods and processes driving the exercise (claims management, actuarial, underwriting, etc.) and to check the compliance
with the Group standard on reserving, which covers, among other matters, the independency of opinions, the documentation
of the escalation process (meant to solve significant differences of opinion between first and second assessments) and the
reconciliation process.

The Group's methods for Property & Casualty reserves are based on applicable accounting and actuarial standards as well as
internal and industry best practice.

Actuaries in charge of assessing reserves for claims payable do not use a single method but a selection of approaches such as:
•  Methods based on the development of claims (paid or incurred) using triangulation methods (e.g. chain ladder and link ratio)
for which past experience is applied to each loss occurrence or underwriting year, in order to make reserves projections until
their estimated final development.
•  Methods based on claims ratios (such as the ultimate claims ratio or the additional claims ratio).
•  Hybrid methods (such as Bornhuetter-Ferguson and Cape Cod).
•  Methods based on frequency and severity estimates.

The analysis is segmented differently depending on product type, geographical location, distribution channel, local regulation
and other factors, in order to obtain a homogeneous claims base and ensure an appropriate analysis of reserves.
Assumptions depend on available data relating to reported losses at the time of the estimates, as well as local regulations, claims
management procedures, pricing, underwriting information and the type of activities and claims (coverage type, attritional or
major claims, recent or old occurrence). They also depend on economic, social and environmental factors, as well as on the
legislative and political context, which are important variables in terms of reserves. Assumptions are made following discussions
with claims managers, pricing actuaries, underwriters and other specialized departments. These discussions lead to the definition
of reasonable estimate ranges.

However, it must be kept in mind that estimates are based mainly on assumptions that may prove different from subsequent
experience, particularly in the event of changes in the economic environment (e.g. a rise in inflation), in the legal environment (case
law) and in the social environment (class action suits), and especially if they affect the Group's main portfolios simultaneously.

EMERGING RISKS

Through its Emerging Risks initiative, AXA has established processes to qualify and quantify emerging risks which could develop
over-time and become significant. These processes are designed to ensure that the Group's exposure is within its risk tolerance.
This initiative also allows expertise to be shared within the underwriting and risk communities and adequate underwriting policies
to be defined.

Natural risks: climate change

The changing and growing risks caused by climate change and, more specifically, by global warming, represent a major challenge
for all human activities and particularly insurance operations.

Global warming is now proven beyond doubt, although experts may disagree on its magnitude and projection. Even if it remains
very difficult to estimate the local effect of climate change due to the large number of local geographical factors to be taken
into account (sea currents, topography, etc.), some results are now available at regional level and used in our catastrophe risk
estimations. However, it is still very difficult to estimate the consequences of extreme events (heat waves, droughts and floods,
high winds and intense precipitation caused by cyclones), which are of particular concern to insurance companies. This led the
Group to launch in 2007 the AXA Research Fund, which supports academic research projects on Climate.

Aside from the immediate destruction caused mainly by flooding, and to a lesser extent by drought, climate change will have major
implications for most human activities, particularly agriculture, timber production, healthcare and water activities, and therefore
for the insurance used to protect them (property, agricultural, business interruption, civil liability, marine and aviation, life, health,
etc.). The insurance sector thus faces major challenges in the coming years in the form of potential increases in property and

224        2008 ANNUAL REPORT

casualty claims, the emergence of new liability claims and growing uncertainties about the size of maximum possible losses,
which have become harder to assess and to predict on the basis of past events. Furthermore, certain key economic sectors,
which work together with the insurance sector, are set to undergo radical changes, due in particular to greenhouse gas emission
constraints laid down in the Kyoto protocol, which was enacted on February 16, 2005.

Gradual premium rate adjustments will be required to widely reflect these risk factors, but are not likely to be sufficient to cover
risks underwritten in the most exposed areas to flood or cyclone. By seeking to develop new solutions and actively contributing to
the overall debate about the issues involved - particularly as part of the Carbon Disclosure Project - AXA, along with other major
market players, intends to promote a better understanding and better forecasting of the risks resulting from global warming.

Pandemic / extreme mortality risk

In past years developments relating to bird flu attracted increasing attention across governments and industry to the risks
associated with pandemics. While the level of public attention slowed in 2008, the risks continue to exist. Although assessing
pandemic risks involves a significant amount of various assumptions, it requires the development and implementation of an
appropriate risk management strategy.

As part of its mortality risk management, AXA issued in 2006 a "mortality" bond which provides the Group with some protection
against mortality shocks. The redemption amount of this bond depends on general mortality thresholds. This instrument was
transformed, where needed, by AXA Cessions into reinsurance capacity for AXA Group subsidiaries.

225

4.2 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND RISK FACTORS

Operational risks

AXA has defined a framework to identify and measure its operational risks that may arise from a failure in its organization, systems
and resources or from external events. Ensuring an adequate mitigation of these risks across the Group is a key pillar of the risk
management functions.

GENERAL PRINCIPLES

Guided by the principles set forth by the Basel Committee on banking supervision, AXA defines operational risk as the risk of loss
resulting from inadequate or failed processes, people or systems. This inadequacy or failure may come from internal or external
causes. It includes legal risk and considers reputation risk as an impact, and excludes risk arising from strategic decisions.

Responsibility for managing day-to-day operational risks lies mainly within operating subsidiaries, which are best positioned
to take the appropriate measures to mitigate the risks faced by their organizations. However, AXA has defined a single Group
framework for identifying, quantifying and monitoring the main operational risks, involving the deployment of a common system,
and dedicated operational risk teams are in place in all the major entities of the Group.

AXA has developed a common operational risk typology listing around a hundred risks classified in the following seven risk
categories:
•  Internal fraud.
•  External fraud.
•  Employment practices and workplace safety.
•  Clients and business practices.
•  Damage to physical assets.
•  Business disruption and system failures.
•  Execution, products, delivery and process management.

At Group level, both quantitative and qualitative requirements have been defined.
• Across the Group, the most critical operational risks of each entity are identified and assessed following a forward-looking and
expert opinion approach. These risks are then aggregated using actuarial methods to estimate the capital allocation needed to
cover operational risks based on models inspired by those proposed by the Basel Committee for banking supervision. Moreover,
Operational Risk profile is embedded into local governance through senior management validation to ensure adequate corrective
and pre-emptive action of the main risks.
• In addition, a loss data collection process has been initiated in most companies of the Group in order to track and mitigate
appropriately actual operational losses. This process is also used as a valuable source of information to back-test the assumptions
taken in local risk assessments.

MANAGING POTENTIAL RISK ON REPUTATION

In the light of the global financial crisis triggered in 2008, AXA reinforced measures in place to protect its reputation, and
communicated to shareholders, customers, staff, and more broadly the financial community, on its strength and financial soundness
through:
• a tailored and daily basis communication at both internal and external levels (AXA's intranet and specific hotline to answer
questions of staff, letters sent to customers and articles posted on AXA's Web site).
• a continuous monitoring of our online reputation (web and media monitoring system).
• an extensive communication of our CEO to the media in France and at international level.

226        2008 ANNUAL REPORT

PROFESSIONAL ETHICS

AXA adopted the AXA Group Compliance and Ethics Guide ("the Guide") in February 2004. The Guide, which was updated in
2006, covers all of the Group's worldwide employees. It defines rules for day-to-day professional conduct and covers a variety
of matters including specific rules concerning conflicts of interest, transactions involving AXA securities and those of its listed
subsidiaries, anti-money laundering, confidentiality and control of sensitive information.

MONEY LAUNDERING AND TERRORIST FINANCING RISK

AXA is firmly committed to combating money laundering and terrorist financing. This commitment is enshrined in a specific Anti-
Money Laundering charter established in 2002, which was approved by the Management and Supervisory Boards. In line with
this charter, each AXA Group company is required to maintain procedures based on Group standards and principles, in addition
to those required by applicable local regulations, and to appoint an anti-money laundering officer. The "know your customer"
principle is crucial in this respect, and is fundamental to all transactions. The Group Charter is reviewed and adjusted on a regular
basis by taking into account international legal and regulatory developments.

REGULATORY RISKS

For the regulatory environment in which AXA operates including regulatory risks, please see "Additional factors which may affect
AXA's business" in Part II (Section 2.2) of this Annual Report.

LEGAL AND ARBITRATION PROCEEDINGS

Please see Part V - Note 30 "Litigation" of this Annual Report.

SOCIAL AND ENVIRONMENTAL RISKS

With respect to its employment practices, AXA's key challenge is to retain employees and position itself as an employer that is
able to attract top talent.
Environmental risks are limited because AXA's core business activities are generally non-polluting.

INSURANCE COVER FOR THE GROUP'S PROPRIETARY RISK

The purchase of insurance on the Group's proprietary assets and risks is largely decentralized with Group subsidiaries responsible
for identifying risks and purchasing their own insurance, such as property damage and public liability insurance, according to
their local exposures and market conditions. As part of the general governance principles, subsidiaries may arrange protection
with external insurers or with an internal AXA Group insurer.

AXA Cessions, however, is mandated to buy certain types of Group-wide insurance programs for risks shared by all AXA Group
companies. These policies cover directors and officers' liability, professional liability and fraud and are:
• Group-wide insurance programs covering all AXA Group entities with the exception of AXA Asia Pacific Holdings and
AXA Financial and their subsidiaries, which traditionally arrange cover within their local market.
•  Reviewed and approved annually by the Management Board to ensure that AXA has achieved competitive terms and conditions.
The insurers used by the Group are acknowledged international leaders and financially solid.
For the policy year 2008-2009, the total cost for these Group-wide insurance programs was approximately €9.3 million, excluding
taxes and commissions.

227

4.3 CERTAIN FINANCIAL INFORMATION

Please see Part V "Consolidated Financial Statements" of this Annual Report.

LEGAL PROCEEDINGS

Please see Part V "Consolidated Financial Statements" - Note 30 "Litigation" of this Annual Report.

DIVIDEND POLICY

The Company has paid dividends on its ordinary shares in each of the past five years. The Company pays dividends in Euro. Future
dividends will depend on AXA's earnings, financial condition and other factors. Proposals for dividend payments are made at the
discretion of the Management Board, subject to prior approval by the Supervisory Board, and are submitted for final approval to
AXA's shareholders at their Annual General Meeting.

AXA determines its dividend policy on the basis of its adjusted earnings minus interest charges on perpetual debt, and, in each
of the past several years, has paid aggregate dividends in a general range of 40% to 50% of this amount. While management
currently intends to maintain this dividend policy over the long term, it has decided to propose to the Shareholders' Meeting
to be held on April 30, 2009 a dividend of €0.40 per share, which management believes strikes the correct balance between
prudent capital management and the range of 40% to 50%, taking into account current financial market conditions and the
general economic environment.

For further information on the dividends declared and paid in the most recent five years and on the Company's dividend policy
see Part II "The AXA Group: Our global business operations, recent financial performance and financial condition", Section 2.1
"Dividends" and Part VI "Certain additional information - Description of AXA's Capital Stock", Section "Dividends" of this Annual
Report.

SIGNIFICANT CHANGES

For a description of certain developments since the date of the annual financial statements included in this Annual Report, please
see Part V "Consolidated Financial Statements" - Note 31 "Subsequent events" of this Annual Report.

228        2008 ANNUAL REPORT

PART V

CONSOLIDATED FINANCIAL STATEMENTS

    CONSOLIDATED BALANCE SHEET   230  
    CONSOLIDATED STATEMENT OF INCOME   233  
    CONSOLIDATED STATEMENT OF RECOGNIZED INCOME      
    AND EXPENSE FOR THE PERIOD   234  
    CONSOLIDATED STATEMENT OF CASH FLOWS   235  
Note 1 :   Accounting principles   237  
Note 2 :   Scope of consolidation   253  
Note 3 :   Segmental information   260  
Note 4 :   Financial and insurance risk management   267  
Note 5 :   Goodwill   268  
Note 6 :   Value of purchased life business in-force   275  
Note 7 :   Deferred acquisition costs and equivalent   276  
Note 8 :   Other intangible assets   278  
Note 9 :   Investments   281  
Note 10 :   Investments in associates consolidated by equity method   303  
Note 11 :   Receivables   305  
Note 12 :   Cash and cash equivalents   306  
Note 13 :   Shareholders' equity, minority interests and other equity   308  
Note 14 :   Liabilities arising from insurance and investment contracts   320  
Note 15 :   Provisions for risks and charges   335  
Note 16 :   Financing debt   337  
Note 17 :   Payables   339  
Note 18 :   Tax   344  
Note 19 :   Derivative instruments   352  
Note 20 :   Revenues by segment and net revenues from banking activities   370  
Note 21 :   Net investment result excluding financing expenses   376  
Note 22 :   Net result of reinsurance ceded   380  
Note 23 :   Financing debt expenses   381  
Note 24 :   Expenses by type   382  
Note 25 :   Employees   384  
Note 26 :   Net income per ordinary share   401  
Note 27 :   Related-party transactions   402  
Note 28 :   Contingent assets and liabilities and unrecognized contractual commitments   404  
Note 29 :   Fees paid to statutory auditors   408  
Note 30 :   Litigation   409  
Note 31 :   Subsequent events   412  
Statutory auditors' report on the consolidated financial statements   413  

229

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheet

ASSETS

Notes   (in Euro million )   December 31, 2008(c) ;   December 31, 2007   December 31, 2006
Restated(d))		  
5   Goodwill   16,965   16,308   16,101  
6   Value of purchased business in force(a)   4,410   4,373   5,030  
7   Deferred acquisition costs and equivalent   18,765   16,757   15,896  
8   Other intangible assets   3,156   3,288   2,350  
    Intangible assets   43,297   40,726   39,377  
    Investments in real estate properties   15,256   16,182   18,625  
    Financial investments   341,170   360,051   358,718  
    Loans   25,706   25,177   28,860  
    Assets backing contracts where the financial risk is borne
by policyholders(b)		   131,990   182,827   176,562  
9   Investments from insurance activities   514,123   584,237   582,765  
9   Investments from banking and other activities   12,615   13,703   16,295  
10   Investments in associates - Equity method   1,018   147   144  
    Reinsurers' share in insurance and investment contracts liabilities   11,745   11,315   12,038  
    Tangible assets   1,496   1,470   1,727  
    Other long-term assets   548   564   456  
    Deferred policyholders' participation assets   2,232   965   460  
18   Deferred tax assets   5,379   3,151   3,198  
    Other assets   9,655   6,150   5,840  
    Receivables arising from direct insurance and inward reinsurance
operations		   12,629   12,140   11,873  
    Receivables arising from outward reinsurance operations   1,148   913   805  
    Receivables arising from banking activities   18,604   17,260   14,063  
    Receivables - current tax   2,524   1,314   989  
    Other receivables   13,517   15,658   18,919  
11   Receivables   48,421   47,285   46,648  
    Assets held for sale including discontinued operations   415   680   3,333  
12   Cash and cash equivalents   32,227   18,684   21,169  
    TOTAL ASSETS   673,516   722,927   727,609  

All invested assets are shown net of related derivative instruments impact.

(a) Amounts gross of tax.

(b) Includes assets backing contracts where the financial risk is borne by policyholders with Guaranteed Minimum features.

(c) AXA Japan's balances were translated using December 31, 2008 exchange rates.

(d) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

230       2008 ANNUAL REPORT

LIABILITIES

Notes   (in Euro million)   December 31, 2008 (d)
  December 31, 2007   December 31,2006
Restated(e)		  
    Share capital and capital in excess of nominal value   22,077   21,366   22,670  
    Reserves and translation reserve   14,440   18,609   19,471  
    Net consolidated income for the period - Group share(c)   923   5,666   5,085  
    Shareholders' equity - Group share   37,440   45,642   47,225  
    Minority interests   3,058   3,272   2,940  
13   TOTAL SHAREHOLDERS' EQUITY   40,498   48,913   50,166  
    Liabilities arising from insurance contracts   330,555   310,709   323,361  
    Liabilities arising from insurance contracts where the financial
risk is borne by policyholders(a)		   85,916   113,654   108,984  
    Total liabilities arising from insurance contracts   416,471   424,363   432,345  
    Liabilities arising from investment contracts with discretionary
participating features		   38,081   40,121   32,606  
    Liabilities arising from investment contracts with no discretionary
participating features		   1,295   1,452   1,121  
    Liabilities arising from investment contracts with discretionary
participating features and where the financial risk is borne
by policyholders		   7,840   10,414   11,007  
    Liabilities arising from investment contracts with no discretionary
participating features and where the financial risk is borne
by policyholders		   38,680   59,173   56,665  
    Total liabilities arising from investment contracts   85,896   111,161   101,399  
    Unearned revenue and unearned fee reserves   2,454   2,232   2,080  
    Liabilities arising from policyholders' participation   13,859   19,322   24,940  
    Derivative instruments relating to insurance and investment contracts   (1,176)   (187)   (163)  
14   Liabilities arising from insurance and investment contracts   517,504   556,892   560,602  
15   Provisions for risks and charges   9,308   8,654   8,845  
    Subordinated debt   6,734   6,146   5,563  
    Financing debt instruments issued   6,564   4,535   3,688  
    Financing debt owed to credit institutions   1,216   175   95  
16   Financing debt(b)   14,514   10,856   9,347  
18   Deferred tax liabilities   3,609   5,534   6,861  
    Minority interests of controlled investment funds and puttable
instruments held by minority interest holders		   5,108   7,751   7,224  
    Other debts instruments issued, notes and bank overdrafts(b)   6,676   6,260   8,711  
    Payables arising from direct insurance and inward reinsurance
operations		   7,167   7,033   7,947  
    Payables arising from outward reinsurance operations   6,211   6,024   5,849  
    Payables arising from banking activities(b)   20,890   18,713   16,992  
    Payables - current tax   2,130   2,394   2,055  
    Derivative instruments relating to other financial liabilities   23   140   124  
    Other payables(c)   39,877   43,693   41,074  
17   Payables   88,082   92,008   89,976  
    Liabilities held for sale including discontinued operations   -   70   1,812  
    TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES   673,516   722,927   727,609  

(a) Also includes liabilities arising from contracts where the financial risk is borne by policyholders with Guaranteed Minimum features.

(b) Amounts are shown net of related derivative instruments impact (Note 19).

(c) Includes €-106 million loss recognized against Other payables. As a reminder, AXA Japan closes its books at the end of September. According to IFRS
principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have been recognized
with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October to December 2008.
This adjustment reflects mainly the further increase of the credit spreads during this period.

(d) AXA Japan's balances were translated using December 31, 2008 exchange rates.

(e) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

231

LIABILITIES

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated (a)		  
Liabilities arising from insurance contracts where the financial risk
is borne by policyholders		   85,916   113,654   108,984  
Liabilities arising from investment contracts with discretionary
participating features and where the financial risk is borne
by policyholders		   7,840   10,414   11,007  
Liabilities arising from investment contracts with no discretionary
participating features and where the financial risk is borne
by policyholders		   38,680   59,173   56,665  
Total Liabilities arising from contracts where the financial risk
is borne by policyholders		   132,436   183,241   176,657  
Liabilities arising from insurance contracts   330,555   310,709   323,361  
Liabilities arising from investment contracts with discretionary
participating features		   38,081   40,121   32,606  
Liabilities arising from investment contracts with no discretionary
participating features		   1,295   1,452   1,121  
Total Liabilities arising from other insurance and
investment contracts		   369,931   352,283   357,088  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

232        2008 ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of income

Notes   (in Euro million, except EPS in Euro)   December 31, 2008
   December 31, 2007   December 31,2006
Restated(i)		  
    Gross written premiums   84,662   86,116   71,299  
    Fees and charges relating to investment contracts with
no participating features		   662   740   608  
    Revenues from insurance activities   85,324   86,857   71,907  
    Net revenues from banking activities   409   336   376  
    Revenues from other activities   5,488   6,441   5,684  
20   Revenues(a)   91,221   93,633   77,966  
    Change in unearned premiums net of unearned revenues and fees   (321)   (612)   (452)  
    Net investment income(b)   21,762   17,470   14,184  
    Net realized investment gains and losses(c)   (173)   5,264   4,225  
    Change in fair value of other investments designated as at fair value
through profit or loss(h)		   (51,994)   4,084   14,338  
    Of which change in fair value of assets with financial risk borne
by policyholders(e)		   (43,687)   7,476   15,158  
    Change in investments impairment(d)   (5,663)   (927)   (192)  
21   Net investment result excluding financing expenses   (36,068)   25,891   32,555  
    Technical charges relating to insurance activities(e)   (34,338)   (89,592)   (83,877)  
22   Net result from outward reinsurance   (97)   (1,046)   (1,450)  
    Bank operating expenses   (59)   (57)   (78)  
24   Acquisition costs   (8,653)   (8,705)   (7,108)  
    Amortization of the value of purchased business in force   (393)   (357)   (274)  
24   Administrative expenses   (10,238)   (10,462)   (8,705)  
    Change in tangible assets impairment   (5)   2   18  
    Change in goodwill impairment and other intangible assets impairment   (126)   (148)   (12)  
    Other income and expenses   148   (397)   (518)  
    Other operating income and expenses   (53,761)   (110,760)   (102,004)  
    Income from operating activities before tax   1,070   8,152   8,066  
10   Income arising from investments in associates - Equity method   21   13   34  
23   Financing debts expenses(f)   (685)   (471)   (473)  
    Operating income before tax   406   7,695   7,626  
18   Income tax(g)   830   (1,783)   (1,991)  
    Net operating income   1,236   5,911   5,635  
    Result from discontinued operations net of tax   -   480   123  
    Net consolidated income   1,236   6,391   5,758  
    Split between:              
    Net consolidated income - Group share   923   5,666   5,085  
    Net consolidated income - Minority interests   313   725   673  
26   Earnings per share(j)   0.44   2.76   2.54  
    Fully diluted earnings per share(j)   0.44   2.73   2.49  

(a)  Gross of reinsurance.

(b)  Net of investment management costs.

(c)  Includes impairment releases on investments sold.

(d)  Excludes impairment releases on investments sold.

(e)  Offset by a balancing entry in technical charges relating to insurance activities.

(f)   Includes net balance of income and expenses related to derivatives on financing debt (however excludes change in fair value of these derivatives).

(g) The Income tax line item as at December 31, 2008 includes an out-of-period adjustment related to the prior years' double recognition of Deferred tax
liabilities in relation with the changes in fair values of assets held by some consolidated investment funds (€188 million). The Group evaluated the impact
for each individual year and in aggregate and concluded that they were immaterial to the financial statements for all years in which they were included. The
prior years' Income tax expense recognized since the transition to IFRS was overstated by €13 million as at December 31, 2004, €51 million as December
31, 2005, €36 million as at December 31, 2006, €88 million as at December 31, 2007.

(h) Includes €-106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at the end of September.

According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would

have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October

to December 2008. This adjustment reflects mainly the further increase of the credit spreads during this period.
(i) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement,
(j) Revised net income EPS taking into account interest payments related to perpetual debts classified in equity, including foreign exchange impacts. Previously

disclosed EPS excluded such adjustments. Basic net income EPS amounted to€2.77 and fully diluted net income EPS to €2.75 as at December 31, 2007

and €2.61 and €2.56 respectively as at December 31, 2006.

233

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of recognized income
and expense for the period

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Reserves relating to changes in fair value through shareholders' equity   (5,173)   (3,016)   (291)  
Translation reserves   (1,253)   (1,571)   (969)  
Employee benefits actuarial gains and losses through OCI   (731)   628   260  
Net gains and losses recognized directly through shareholders' equity   (7,158)   (3,959)   (1,000)  
Net consolidated income(a)   1,236   6,391   5,758  
Total recognized income and expense for the period (SoRIE)   (5,922)   2,433   4,758  
Split between:              
SoRIE - Group share   (6,094)   1,942   4,198  
SoRIE - Minority interests   172   490   560  

(a) Includes €-106 million loss recognized against Other payables. As a reminder, AXA Japan closes its books at the end of September. According to IFRS
principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have been recognized
with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October to December 2008.
This adjustment reflects mainly the further increase of the credit spreads during this period.

The consolidated statement of shareholders' equity is presented in Note 13.

234        2008 ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of cash flows

(in Euro million)   December 31, 2008   December 31, 2007   December 31,2006
Restated(a)		  
Operating income before tax   406   7,695   7,626  
Net amortization expense(b)   539   855   508  
Change in goodwill impairment and other intangible assets impairment(d)   126   4   12  
Net change in deferred acquisition costs and equivalent   (1,474)   (1,911)   (1,371)  
Net increase / (write back) in impairment on investments, tangible and
other intangible assets		   5,732   963   174  
Change in fair value of investments at fair value through profit or loss(k)   49,759   (4,547)   (14,085)  
Net change in liabilities arising from insurance and investment contracts(c)(d)   (33,001)   22,940   28,567  
Net increase / (write back) in other provisions(e)   (45)   26   59  
Income arising from investments in associates - Equity method   (21)   (13)   (34)  
Adjustment of non cash balances included in the operating income before tax   21,615   18,317   13,829  
Net realized investment gains and losses   (62)   (6,257)   (4,733)  
Financing debt expenses   685   471   473  
Adjustment for reclassification to investing or financing activities   624   (5,786)   (4,260)  
Dividends recorded in profit or loss during the period   (2,048)   (2,543)   (2,014)  
Interests paid & received recorded in profit or loss during the period   (20,790)   (16,237)   (13,210)  
Adjustment of transactions from accrued to cash basis   (22,838)   (18,780)   (15,224)  
Net cash impact of deposit accounting   (136)   1,474   199  
Dividends and interim dividends collected   2,235   2,737   1,973  
Interests collected   22,941   18,155   14,232  
Interests paid (excluding interests on financing and perpetual debts)   (1,903)   (1,959)   (1,160)  
Change in operating receivables and payables (f)   (943)   (1,978)   2,823  
Net cash provided by other assets and liabilities(h)   (1,043)   430   (551)  
Tax expenses paid   (1,670)   (2,292)   (1,620)  
Other operating cash impact and non cash adjustment   2,032   1,401   1,294  
Net cash impact of transactions with cash impact not included
in the operating income before tax		   21,513   17,967   17,188  
NET CASH PROVIDED BY OPERATING ACTIVITIES   21,319   19,413   19,160  
               
Purchase of subsidiaries and affiliated companies, net of cash acquired   (2,273)   (3,275)   (6,850)  
Disposal of subsidiaries and affiliated companies, net of cash ceded   (150)   2,735   117  
Net cash related to changes in scope of consolidation   (2,424)   (540)   (6,732)  
Sales of debt securities(h)   55,064   72,633   66,798  
Sales of equity securities and non controlled investment funds(g)(h)   26,251   34,258   18,890  
Sales of investment properties held directly or not(h)   1,794   2,802   2,104  
Sales and/or repayment of loans and other assets(h)(i)   44,507   35,262   19,500  
Net cash related to sales and repayments of investments(g)(h)(i)   127,616   144,955   107,292  
Purchases of debt securities(h)   (59,705)   (88,785)   (83,789)  
Purchases of equity securities and non controlled investment funds(g)(h)   (21,939)   (33,114)   (19,829)  
Purchases of investment properties held directly or not(h)   (1,575)   (1,292)   (1,575)  
Purchases and/or issues of loans and other assets(h)(i)   (48,155)   (44,917)   (27,574)  
Net cash related to purchases and issuance of investments(g)(h)(i)   (131,375)   (168,108)   (132,768)  
Sales of tangible and intangible assets   20   174   130  
Purchases of tangible and intangible assets   (359)   (486)   (294)  

235

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated(a)		  
Net cash related to sales and purchases of tangible and Intangible assets   (339)   (312)   (164)  
Increase in collateral payable/ Decrease in collateral receivable   3,287   5,766   9,714  
Decrease in collateral payable/ Increase in collateral receivable   (4,994)   (289)   (3,355)  
Net cash impact of assets lending / borrowing collateral receivables and payables   (1,707)   5,477   6,359  
Other Investing cash Impact and non cash adjustment   809   (15)   (34)  
NET CASH PROVIDED BY INVESTING ACTIVITIES   (7,421)   (18,543)   (26,047)  
               
Issuance of equity instruments(k)   718   2,547   8,600  
Repayments of equity instruments(k)   (84)   (1,046)   (34)  
Transactions on treasury shares   (8)   (1,913)   (305)  
Dividends payout   (2,887)   (2,714)   (2,124)  
Interests on perpetual debts paid   (468)   (421)   (166)  
Net cash related to transactions with shareholders   (2,727)   (3,547)   5,971  
Cash provided by financial debts issuance   3,278   1,112   1,406  
Cash used for financial debts repayments   (306)   (179)   (352)  
Interests on financing debt paid(j)   (653)   (554)   (539)  
Net cash related to Group financing   2,319   379   515  
Other financing cash impact and non cash adjustment   100   4   8  
NET CASH PROVIDED BY FINANCING ACTIVITIES   (308)   (3,164)   6,494  
               
NET CASH PROVIDED BY DISCONTINUED OPERATIONS   -   105   242  
               
Cash and cash equivalent as at January 1(l)   17,192   19,831   20,640  
Net cash provided by operating activities   21,319   19,413   19,160  
Net cash provided by investing activities   (7,421)   (18,543)   (26,047)  
Net cash provided by financing activities   (308)   (3,164)   6,494  
Net cash provided by discontinued operations   -   105   242  
Impact of change in consolidation method   190   43   (7)  
Net impact of foreign exchange fluctuations and reclassification on cash and
cash equivalents		   (161)   (494)   (649)  
Cash and cash equivalent as at December 31(l)   30,811   17,192   19,831  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

(b) Includes premium/discount capitalization and relating amortization, amortization of investment and owner occupied properties (held directly).

(c)  Includes impact of reinsurance and change in liabilities arising from contracts where the financial risk is borne by policyholders.

(d) Includes impairment and amortization of intangible assets booked during business combinations.

(e)  Mainly includes change in provisions for risks & charges, for bad debts/doubtful receivables and change in impairment of assets held for sale.

(f)  Includes impact of asset lending / borrowing and equivalent relating to banking activities.

(g)  Includes equity securities held directly or by controlled investment funds as well as non controlled investment funds,
(h) Includes relating derivatives.

(i) Includes sales/purchases of assets backing insurance & investment contracts where the financial risk is borne by policyholders.

(j) Includes net cash impact of interest margin relating to hedging derivatives on financing debt.

(k) Includes €-106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at the end of September.
According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would
have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October
to December 2008. This adjustment reflects mainly the further increase of the credit spreads during this period. It was assumed that most of this impact
affects non cash items.

(I) Net of bank overdrafts - see Note 12.

236       2008 ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 1 > ACCOUNTING PRINCIPLES
1.1. GENERAL INFORMATION

AXA SA, a French "Société Anonyme" (the "Company" and, together with its consolidated subsidiaries, "AXA" or the "Group"), is
the holding (parent) company for an international financial services group focused on financial protection. AXA operates principally
in Europe, North America and Asia-Pacific. The list of the main entities included in the scope of the AXA's consolidated financial
statements is provided in Note 2 of the notes to the consolidated financial statements.

AXA operates in the following primary business segments:

•   Life & Savings,

•   Property & Casualty,

•   International Insurance,

•  Asset Management,

•   Banking.

AXA has its primary listing on the Paris stock exchange's Euronext market and has been listed since June 25, 1996 on the
New York Stock Exchange.

These consolidated financial statements including all Notes were finalized by the Management Board on March 16, 2009.

1.2. GENERAL ACCOUNTING PRINCIPLES

1.2.1. Basis for preparation

AXA's consolidated financial statements are prepared as at December 31. However, certain entities within AXA have a different
reporting year end, in particular AXA Life Japan, which has a September 30 financial year end.

The consolidated financial statements were prepared in compliance with IFRS standards and IFRIC interpretations that were
definitive and effective as at December 31, 2008, as adopted by the European Union before the balance sheet date. However,
the Group does not use the "carve out" option to avoid applying all the hedge accounting principles required by IAS 39. As a
consequence, the consolidated financial statements also comply with IFRS as issued by the International Accounting Standards
Board ("IASB").

Amendments to standards and Interpretations published and effective in 2008

The application in 2008 of the following amendments and interpretations, had no significant impact on the Group's consolidated

financial statements:

• Reclassification of Financial Assets (Amendments to IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7
Financial instruments: Disclosures), was published on October 13, 2008. The amendments permit an entity to reclassify certain
non-derivative financial assets out of the fair value through profit or loss category and out of the available for sale category if
specific circumstances are met.

- Debt instruments may be reclassified to the loans and receivables category, if they meet the definition of loans and receivables
at the reclassification date and the entity has the ability and intention to hold the assets for the foreseeable future or until
maturity.

- Other certain non-derivative financial assets classified as at fair value through profit or loss category (other than assets
designated by option at inception as measured at fair value through profit or loss) may be reclassified to the held to maturity
category or to the available for-sale category in rare circumstances and where the entity no longer has the intention to sell
the assets in the short term.

- At the reclassification date the financial assets are reclassified at their fair value, which becomes the new cost or amortised
cost of the financial asset. Previously recognized gains and losses cannot be reversed.

237

A further amendment was published on November 27, 2008 to clarify the effective date and transition requirements. The
amendments to IAS 39 and IFRS 7 are effective July 1, 2008 and are to be accounted for on a prospective basis from the date
of reclassification. For reclassifications made before November 1, 2008, the amendment permits an entity to use fair values as
of July 1, 2008. Any reclassification on or after November 1, 2008 shall take effect only from the date when the reclassification is
made. No reclassification of financial assets, such as allowed by the amendments to IAS 39, was made by the Group in 2008.

•   IFRIC 14 - IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, published on
July 4, 2007;

•   IFRIC 11 - Group and Treasury Share Transactions, published on November 2, 2006, that addresses the application of
FRS 2 to share-based payment arrangements in three cases. When an entity chooses or is required to buy its own equity
instruments to settle the share-based payment obligation, the arrangement should be accounted for as equity-settled share-
based payment transactions. When a parent company grants employees of a subsidiary's rights to its equity instruments,
assuming the transaction is recorded as an equity-settled transaction in the consolidated financial statements, the subsidiary
would also record the transaction as an equity-settled transaction in its financial statements. When a subsidiary grants its
employees rights to equity instruments of its parent company, the subsidiary should record the transaction as a cash-settled
share-based payment transaction.

On December 31, 2008, there is no standard or interpretation published by the IASB and effective as at January 1, 2008, but not
yet endorsed by the European Union, which is applicable to the Group.

Standards and interpretations published but not yet effective

IFRS 8 - Operating Segments, published in November 2006 and applicable from January 1, 2009, replaces IAS 14 - Segment
Reporting. The new standard requires disclosed operating segments to be based on the segmentation used in the entity's
internal reporting, on the basis of which operational heads allocate capital and resources to the various segments and assess the
segments' performance. The standard requires the entity to explain the basis on which segments are determined, and provide
a reconciliation between consolidated balance sheet and income statement amounts. The standard is not expected to have a
significant impact on the Group's financial statements.

The amendment to IAS 23 - Borrowing Costs, published on March 29, 2007 and applicable from January 1, 2009, makes it
compulsory to capitalise borrowing costs and removes the option to expense these costs. The amendment excludes eligible assets
measured at fair value from the revised standard's scope of application. This amendment is not expected to have a significant
impact on the Group's consolidated financial statements.

Revised IAS 1 - Presentation of financial statements, published on September 6, 2007 and applicable from January 1, 2009,
represents the first step in the lASB's comprehensive project on reporting financial information. The new standard requires to
present all non-owner changes in equity either in one statement of comprehensive income or in two statements, to present a
statement of financial position (balance sheet) as at the beginning of the earliest comparative period in a complete set of financial
statements when the entity applies an accounting policy retrospectively or makes a retrospective restatement. It also requires
to disclose income tax relating to each component of other comprehensive income and reclassification adjustments relating to
components of other comprehensive income. Finally, revised IAS 1 changes the titles of financial statements. The standard is
expected to have a limited impact on the presentation of the Group's financial statements.

Revised IFRS 3 - Business Combinations and amendments to IAS 27 - Consolidated and Separate Financial Statements,
published on January 10, 2008 and effective for financial years beginning on or after July 1, 2009 with earlier adoption permitted,
represent the second phase of the IASB business combination project. Revised IFRS 3 introduces a number of changes in the
accounting of business combinations that could impact the amount of goodwill to be recognized, the net income of the period
of the acquisition and future results. The amendments to IAS 27 require that a change in the ownership interest of a subsidiary
be accounted for as an equity transaction, with no impact on goodwill or net income. In addition, they introduce changes in the
accounting for losses incurred by subsidiaries and the loss of control of an entity. The changes will be applied prospectively to
new acquisitions and transactions with minority interests after the adoption date.

The amendment of IFRS 2 - Share based payments, published on January 17, 2008 and applicable from January 1, 2009,
clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment
are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the
same accounting treatment. This amendment is not expected to have a significant impact on the Group's consolidated financial
statements.

The amendments to IAS 32 - Financial Instruments: Presentation and IAS 1 - Presentation of Financial Statements - Puttable
Financial Instruments with Obligations Arising on Liquidation, published on February 14, 2008 and applicable from January 1,
2009 respectively require i) certain puttable financial instruments and obligations arising on liquidation to be classified as equity if
certain criteria are met and ii) disclosure on these instruments. These amendments are not expected to have a significant impact
on the Group's consolidated financial statements.

The Improvements to IFRSs, published on May 22, 2008 and applicable from January 1, 2009 unless otherwise specified, include
amendments that are not part of a major project. They are presented in a single document rather than as a series of piecemeal
changes. They involve accounting changes for presentation, recognition or measurement purposes and terminology or editorial

238        2008 ANNUAL REPORT

changes with minimal effect on accounting. These amendments are not expected to have a significant impact on the Group's
consolidated financial statements.

Eligible Hedged Items (an amendment to IAS 39 Financial Instruments: Recognition and Measurement), published on July 31,
2008 and applicable for the Group from January 1, 2010, clarifies how the existing principles underlying hedge accounting should
be applied. Additional guidance is given to illustrate how hedge accounting should be applied in (a) a one-sided risk in a hedge
item, and (b) inflation in a financial hedged item. These amendments are not expected to have a significant impact on the Group's
consolidated financial statements.

IFRIC 15, Agreements for the Construction of Real Estate, published July 3, 2008 and applicable from January 1, 2009, applies to
the accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through
subcontractors. IFRIC 15 provides guidance on how to determine whether an agreement for the construction of real estate is within
the scope of IAS 11, Construction Contracts or IAS18, Revenue, and when revenue from the construction should be recognized.
This interpretation is not expected to have a significant impact on the Group's consolidated financial statements.

IFRIC 16, Hedges of a Net Investment in a Foreign Operation, published July 3, 2008 and applicable to the Group from January 1,

2009, provides guidance to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and
wishes to qualify for hedge accounting in accordance with IAS 39. IFRIC 16 does not apply to other types of hedge accounting.
The interpretation provides guidance on identifying the foreign currency risks that qualify for hedge accounting and where
within a group, the hedging instrument can be held. The guidance is to be applied prospectively to transactions and hedging
arrangements after the adoption date.

IFRIC 17. Distribution of Non-cash Assets to Owners, published November 27, 2008 and applicable to the Group from January 1,
2010,  provides guidance on how an entity should measure distribution of assets other than cash when it pays dividends to its
owners. The interpretation also requires an entity to provide additional disclosures if the net assets being held for distribution
to owners meet the definition of a discontinued operation. The guidance is to be applied prospectively to distributions after the
adoption date.

Preparation of financial statements

The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions. It requires a degree
of judgment in the application of Group accounting principles described below. The main balance sheet captions concerned are
goodwill (in particular impairment tests described in section 1.6.1), intangible assets acquired in a business combination, the value
of acquired business in force, deferred acquisition costs and equivalent, certain assets accounted at fair value, liabilities relating
to the insurance business, pension benefit obligations and balances related to share-based compensation. The principles set out
below specify the measurement methods used for these items. These methods, along with key assumptions where required, are
discussed in greater depth in the notes relating to the asset and liability items concerned where meaningful and useful.

As recommended by IAS 1, assets and liabilities are generally classified globally on the balance sheet in increasing order of
liquidity, which is more relevant for financial institutions than a classification between current and non-current items. As for most
insurance companies, expenses are classified by destination in the income statement.

All amounts in the consolidated balance sheet, consolidated statement of income, consolidated statement of cash flows,
consolidated statement of recognized income and expense for the period and in the notes are expressed in Euro million, and
rounded up to the nearest whole unit, unless otherwise stated.

1.2.2. First time adoption of IFRS

The AXA Group's transition date is January 1, 2004. The Group prepared its opening IFRS balance sheet at that date. The Group's
IFRS adoption date is January 1, 2005.

The major options elected in accordance with IFRS 1 were the following:

Purchase Accounting, goodwill and other intangibles related to past business combinations performed prior to
January 1, 2004

AXA chose not to restate past business combinations based on the option available in IFRS 1. As a result, past business
combinations prior to January 1, 2004 are accounted for on a previous GAAP basis in the IFRS financial statements, except:

•   goodwill has been denominated in the functional currency of the acquired entity under IFRS since January 1, 2004 (transition
to IFRS), and

•   any item recognized under previous GAAP that did not qualify for recognition as an asset or liability under IFRS was reclassified
into goodwill.

As the result, the goodwill gross value disclosed in Note 5 represents the gross value of these goodwills net of cumulated
amortization recognised in French GAAP as at December 31, 2003.

239

Currency Translation Differences

AXA elected the option to reset to zero all past cumulative currency translation differences for all foreign operations as of January 1,
2004.

Pension accounting

All cumulative past actuarial gains and losses on all employee benefit plans were recognized in retained earnings as of January 1,
2004.

The AXA's accounting policies have been consistently applied to all the periods presented in its financial statements, including
policies relating to the classification and measurement of insurance contracts, investment contracts and other financial investments
and liabilities including derivatives.

1.3. CONSOLIDATION

1.3.1. Scope and basis of consolidation

Companies in which AXA exercises control are known as subsidiaries. Under the current definition of IAS 27, control is the power to
govern the financial and operating policies of a company so as to obtain benefits from its activities. Subsidiaries are fully consolidated
from the date on which control according to the IAS 27 / SIC 12 current model is transferred to AXA. Control is presumed to exist
when AXA directly or indirectly holds more than 50% of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are also considered when assessing whether AXA controls another entity.

Entities that are controlled in substance, even without any ownership interest, are also consolidated, as well as entities that are
controlled in substance because of a specific statute or an agreement, even without any ownership interest. In particular this
relates to special purpose entities, such as securitization vehicles.

Companies over which AXA exercises a joint controlling influence alongside one or more third parties are consolidated
proportionately.

Companies in which AXA exercises significant long-term influence are accounted for under the equity method. Significant influence
is presumed when AXA directly or indirectly holds 20% or more of the voting rights or, for example, when significant influence is
exercised through an agreement with other shareholders. AXA's share of equity associates' post-acquisition profits or losses is
recognized in the income statement, and its share of post-acquisition movements in reserves is stated under "Other reserves".

Investment funds and real estate companies are either fully consolidated or proportionately consolidated or accounted for under
the equity method, depending on which conditions of IAS 27 / SIC 12 listed above they satisfy. For fully consolidated investment
funds, minority interests are recognized at fair value and shown as liabilities in the balance sheet if the companies' instruments
can be redeemed at any time by the holder at fair value. Investment funds accounted by equity method are shown under the
balance sheet caption "Financial investments".

1.3.2.  Business combinations: purchase accounting and goodwill including minority interests buyout

In accordance with the option made available by IFRS 1 - First-time adoption of lFRS, business combinations prior to 2004
were not restated with respect to French accounting principles in force at the time. The principles described below apply to the
business combinations that occurred after January 1, 2004.

Valuation of assets acquired and liabilities assumed of newly acquired subsidiaries and contingent liabilities

Upon first consolidation, all assets, liabilities and contingent liabilities of the acquired company are estimated at their fair value.
However as permitted by IFRS 4, liabilities related to life insurance contracts or investment contracts with discretionary participating
features are maintained at the carrying value prior to the acquisition date to the extent that this measurement basis is consistent
with AXA's accounting principles. The fair value of acquired business in force relating to insurance contracts and investment
contracts with discretionary participating features is recognized as an asset corresponding to the present value of estimated future
profits emerging on acquired business in force at the date of acquisition (also referred to as value of acquired business in force or
VBI). The present value of future profits takes into consideration the cost of capital and is estimated using actuarial assumptions
based on projections made at purchase date but also using a discount rate that includes a risk premium.

Investment contracts with no discretionary participating features do not benefit from this exemption permitted by IFRS 4 in phase I
of the lASB's insurance project, i.e. the fair value of acquired liabilities is booked through the recognition of an asset corresponding
to the value of acquired business in force. Liabilities relating to investment contracts with no discretionary participating features
are measured directly at fair value. In accordance with IAS 39, the fair value of these contracts cannot be less than surrender
value when they contain a demand feature.

Other intangible assets such as the value of customer relationships are recognized only if they can be measured reliably. The value
of customer relationships intangible in this case represents the value of future cash flows expected from renewals and the cross-
selling of new products to customers known and identified at the time of the acquisition. These projections include assumptions

240        2008 ANNUAL REPORT

regarding claims, expenses and financial revenues, or they can be estimated on the basis of the new business value. In line with
accounting practices in force before the adoption of IFRS, which may continue to be applied under IFRS 4, future premiums
relating to acquired business may be recognized in the "Value of purchased business in force" item.

To the extent that these other intangible assets can be estimated separately and reliably, they can also be measured by looking
at the purchased marketing resources that will allow to generate these future cash flows.

The nature of the intangible assets recognized is consistent with the valuation methods used when purchasing the acquired
entity.

In the context of a business combination, only restructuring costs that can be measured reliably and which correspond to an
existing liability of the acquired company prior to the acquisition date are included in restructuring provisions recognized in the
acquired company's balance sheet at acquisition date.

The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred
or assumed at completion date, plus external fees directly attributable to the acquisition.

The adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if
the adjustment is probable and can be measured reliably. In the estimate of the contingent consideration, attention is paid to use
assumptions that are consistent with the assumptions used for the valuation of intangible assets such as VBI. If the future events
do not occur or the estimate needs to be revised, the cost of the business combination is adjusted accordingly, taking account
of the impact in terms of additional goodwill and/or adjustments of the valuation of acquired assets and liabilities.

If the transaction is denominated in a foreign currency, the exchange rate used is that in force on the date of the transaction or
on the starting date of the transaction (if it occurs over a period).

Goodwill

The excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent liabilities acquired represents
goodwill. Goodwill arising from the acquisition of a foreign entity is recorded in the local currency of the acquired entity and is
translated into Euro at the closing date.

If the cost of acquisition is less than the net fair value of the assets, liabilities and contingent liabilities acquired, the difference is
directly recorded in the consolidated statement of income.

Adjustments can be made to goodwill within twelve months of the acquisition date, if new information becomes available to
complete the initial accounting. In this case, comparative information is presented as if the initial accounting had been completed
from the acquisition date.

If, after the period of twelve months, a deferred tax asset, initially considered as not recoverable, finally meets the recognition
criteria, the corresponding tax benefit is recorded in the consolidated statement of income; however, the impact is offset by a
reduction in goodwill through net income.

Goodwill is allocated across business segments (Life & Savings, Property & Casualty, International Insurance, Asset Management
and Banking) to cash generating units corresponding (i) to the companies acquired or portfolios of business acquired according to
their expected profitability, and (ii) to the entities already within the AXA Group that will benefit from the synergies of the combination
with the activities acquired. This allocation of goodwill is used both for segment reporting and for impairment testing.

Minority interests buyouts

In the event of a minority interests buyout of a subsidiary, the new goodwill is recognized as the difference between the price paid
for the additional shares and the shareholders' equity acquired (including changes in fair value posted through equity).

Put over minority interests

When control over a subsidiary is acquired, a put option may be granted to minority shareholders. However, the recognition of
the puttable instruments as a liability depends on the contractual obligations.

When the contract involves an unconditional commitment exercisable by the option holder, it is recognized as a liability. Since
the balancing entry to this liability is not specified by current IFRS, and since IFRIC's Agenda Committee decided in 2006 not
to take any position on the accounting treatment of these transactions, the Group's method is (i) to reclassify minority interests
from equity to liability, (ii) to re-measure this liability at the present value of the option price and (iii) to recognize the difference as
an addition to goodwill. Similarly, subsequent changes in the liability will be recorded against goodwill.

Intra-group transactions

Intra-group transactions, including internal dividends, payables/receivables and gains/losses on intra-group transactions are
eliminated:

•   in full for controlled subsidiaries, and;

•   to the extent of AXA's interest for entities consolidated by equity method or proportionate consolidation.

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The effect on net income of transactions between consolidated entities is always eliminated, except for permanent losses, which
are maintained.

In the event of an internal sale of an asset that is not intended to be held on the long term by the Group, deferred tax is recognized
as the current tax calculated on the realized gain or loss is eliminated. The income statement impact of the potential policyholders'
participation resulting from this transaction is also eliminated, and a deferred policyholders' participation asset or liability is posted
to the balance sheet.

In addition, the transfer of consolidated shares, between two consolidated subsidiaries but held with different ownership
percentages, should not impact the Group net income. The only exception would be any related tax and policyholders' participation
recorded in connection to the transaction, which are maintained in the consolidated financial statements. These transfers also
have an impact on Group shareholders' equity (with a balancing entry recorded in minority interests). This impact is identified in
the "other" changes of the consolidated statement of shareholders' equity.

1.4. FOREIGN CURRENCY TRANSLATION OF FINANCIAL STATEMENTS AND
TRANSACTIONS

The consolidated financial statements are presented in Euro million, the Euro being the Group's presentational currency.

The results and financial position of all Group entities that have a functional currency (i.e. the currency of the primary economic
environment in which the entity operates) different from the Group presentational currency are translated as follows:

•  assets and liabilities of entities in a functional currency different from Euro are translated at the closing rate;

•   revenues and expenses are translated at the average exchange rates over the period;

•  all resulting foreign exchange differences are recognized as a separate component of equity (translation differences).

At the local entity level, foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at closing rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income
statement, except where hedge accounting is applied as explained in section 1.9.

As mentioned in section 1.3.2, goodwill arising on the acquisition of a foreign entity is recorded in the local currency of the acquired
entity and is translated into Euro at the closing date.

Foreign exchange differences arising from the translation of a net investment in a foreign subsidiary, borrowings and other currency
instruments qualifying for hedge accounting of such investment are recorded in shareholders' equity under translation differences
and are recycled in the income statement as part of the realized gain or loss on disposal of the hedge net investment.

Foreign exchange differences arising from monetary financial investments available for sale are recognized as income or expense
for the period in respect of the portion corresponding to amortized cost. The residual translation differences relating to fair value
changes are recorded in shareholders' equity.

1.5. SEGMENT REPORTING

The segmental analysis provided in AXA's Annual Report and Financial Statements reflects both business lines (primary business
segment) and geographical zones; it is based on five business lines: Life & Savings, Property & Casualty, International Insurance,
Asset Management and Banking. An additional "Holdings" segment includes all non-operational activities.

1.6. INTANGIBLE ASSETS

1.6.1. Goodwill and impairment of goodwill

Goodwill is considered to have an indefinite useful life and is therefore not amortized. Impairment tests are performed at least
annually. Impairment of goodwill is not reversible.

AXA performs an impairment test of goodwill at least annually based on cash generating units, using a multi-criterion analysis with
parameters such as the value of assets, future operating profits and market share, in order to determine any significant adverse
changes. It also considers the interdependence of transactions within sub-groups. Within each cash generating unit, a comparison is
made between net book value and the recoverable value (equal to the higher of market value and value in use). Value in use consists
of the net assets and expected future earnings from existing and new business, taking into account the cash generating units' future
cash flows. The value of future expected earnings is estimated on the basis of the life insurance and investment contracts embedded
value figures published by AXA or similar calculations for other activities. Market values are based on various valuation multiples.

242        2008 ANNUAL REPORT

1.6.2. Value of purchased life insurance business in force (VBI)

The value of purchased insurance contracts and investment contracts with discretionary participating features recognized in a
business combination (see section 1.3.2) is amortized as profits emerge over the life of the contracts' portfolio. In conjunction
with the liability adequacy test (see section 1.13.2), VBI is subject to annual recoverability testing based on actual experience and
expected changes in the main assumptions.

1.6.3.  Other intangible assets

Other intangible assets include softwares developed for internal use for which direct costs are capitalized and amortized on a
straight-line basis over the assets' estimated useful lives.

They also include customer relationships intangibles as well as distribution agreements recognized as a result of business
combinations, provided that their fair value can be measured reliably and it is probable that future economic benefits attributable
to the assets will benefit to the Group. If these assets have a finite useful life, they are amortized over their estimated life. In all
cases, they are subject to impairment tests, at each closing for assets with a finite useful life and at least annually for other assets.
In the event of a significant decline in value, an impairment is booked corresponding to the difference between the value on the
balance sheet and the higher of value in use and market value.

1.6.4.  Deferred acquisition costs (DAC) relating to insurance contracts and investment contracts with
discretionary participating features - Deferred origination costs (DOC) relating to investment contracts
with no discretionary participating features

The variable costs of writing insurance contracts and investment contracts with discretionary participating features, primarily
related to the underwriting of new business, are deferred by recognizing an asset. This asset is amortized based on the estimated
gross profits emerging over the life of the contracts. In conjunction to the liability adequacy test (see section 1.13.2) this asset is
tested for recoverability: any amount above future estimated gross profits is not deemed recoverable and expensed.

For investment contracts with no discretionary participating features, a similar asset is recognized (DOC) but limited to costs
directly attributable to the provision of investment management services. This asset is amortized by taking into account projections
of fees collected over the life of the contracts. The amortization of DOC is reviewed at each closing date to reflect changes in
assumptions and experience. This asset is also tested for recoverability.

DAC and DOC are reported gross of unearned revenues and fees reserves.

These unearned revenues and fees reserves are separately recognized as liabilities and are amortized over the contract term
using the same amortization approach used for DAC and DOC.

1.7. INVESTMENTS FROM INSURANCE, BANKING AND OTHER ACTIVITIES

Investments include investment in real estate properties and financial instruments including equities, debt securities and loans.

1.7.1. Investment properties

Investment properties (excluding investment properties totally or partially backing liabilities arising from contracts where the
financial risk is borne by policyholders and from "With-Profit" contracts) are recognized at cost. The properties components are
depreciated over their estimated useful lives, also considering their residual value if it may be reliably estimated.

In case of unrealized loss over 15%, an impairment is recognized for the difference between the net book value of the investment
property and the fair value of the asset based on an independent valuation. Furthermore, at the level of each reporting entity, if
the cumulated amount of unrealized losses under 15% (without offsetting with unrealized gains) represents more than 10% of
the cumulated net cost of real estate assets, additional impairment are booked on a line-by-line approach until the 10% threshold
is reached.

If, in subsequent periods, the appraisal value rises to at least 15% more than the net carrying value, previously recorded impairment
is reversed to the extent of the difference between a) the net carrying value and b) the lower of the appraisal value and the
depreciated cost (before impairment).

Investment properties that totally or partially back liabilities arising from:

•   contracts where the financial risk is borne by policyholders,

•   "With-Profit" contracts where dividends are based on real estate assets,
are recognized at fair value with changes in fair value through profit or loss.

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1.7.2. Financial instruments

Classification

Depending on the intention and ability to hold the invested assets, financial instruments are classified in the following
categories:

•  assets held to maturity, accounted for at amortized cost;

•   loans and receivables (including unquoted debt instruments) accounted for at amortized cost;

•  assets held for trading and assets designated as at fair value with change in fair value through profit or loss;

•  available-for-sale assets accounted for at fair value with changes in fair value recognized through shareholders' equity.

 

At inception, the option to designate financial investments and liabilities at fair value with change in fair value recognized through
income statement is mainly used by the Group in the following circumstances:

•  financial investments when electing the fair value option allows the Group to solve accounting mismatch, and in particular:

- assets backing liabilities arising from contracts where the financial risk is borne by policyholders;

- assets included in hedging strategies set out by the Group for economical reasons but not eligible for hedge accounting as
defined by IAS 39;

- debts held by structured bond funds controlled and consolidated by the Group and made up of CDOs (Collateralized Debt
Obligations);

•   portfolios of managed financial investments whose profitability is valued on a fair value basis: mainly securities held by
consolidated investment funds, managed according to the Group risk management policy ("Satellite Investment Portfolio",
see definition below).

 

In practice, assets held through consolidated investment funds are classified:

•  either as assets of the "Core Investment Portfolios" which include assets backing liabilities arising from insurance and investment
contracts, managed according to AXA's ALM strategy;

•   or as assets of the "Satellite Investment Portfolios", reflecting the strategic asset allocation based on a dynamic asset management
aimed at maximizing returns.

Underlying financial instruments held in the "Core Investment Portfolios" are classified as available-for-sale unless involved in a
qualifying hedge relationship or more broadly when electing the fair value option reduces accounting mismatch. As specified
above, the financial instruments held in the "Satellite Investment Portfolios" are accounted for at fair value with changes in fair
value recognized through income statement.

Assets designated as available-for-sale, trading assets, investments designated as at fair value through P&L and all derivatives
are measured at fair value, i.e. the amount for which an asset could be exchanged, between knowledgeable, willing parties in an
arm's length transaction. The Group applies the IAS 39 fair value hierarchy as detailed in Note 9.9.

Loans which are not designated under the fair value option are accounted at amortized cost, net of amortized premiums and
discounts and impairment.

Impairment of financial instruments

AXA assesses at each balance sheet date whether a financial asset or a group of financial investments at (amortized) cost or
designated as "available for sale" is impaired. A financial asset or group of financial investments is impaired when there is objective
evidence of impairment as a result of one or more events and this event has an impact on the estimated future cash flows of the
asset(s) that can be reliably estimated.

For debt instruments classified as "held to maturity" or "available for sale", an impairment based respectively on future cash flows
discounted using the initial effective interest rate or on fair value is recorded through the income statement if future cash flows
may not be fully recoverable due to a credit event relating to the instrument issuer. A downgrade of an entity's credit rating is not,
of itself, evidence of impairment. If the credit risk is eliminated or improves, the impairment may be released. The amount of the
reversal is also recognized in the income statement.

For equity securities classified as available for sale, a significant or prolonged decline in the fair value below its carrying value is
considered as indication for potential impairment, such as equity securities showing unrealized losses over a 6 months period or
more (prior to the closing date), or unrealized losses in excess of 20% of the net carrying value at the closing date. If such evidence
exists for an available for sale financial asset, the cumulative loss - measured as the difference between the acquisition cost
and the current fair value, less any impairment on that financial asset already booked in the income statement - is removed from
shareholders' equity and an impairment is recognized through the income statement. Equity securities impairment recognized in
the income statement cannot be reversed through the income statement until the asset is sold or derecognized.

Impairments of loans available for sale are based on the present value of expected future cash flows, discounted at the loan's
effective interest rate (down to the loan's observable market price), or on the fair value of the collateral.

For financial investments accounted for at amortized cost, including loans and assets classified as "held to maturity" or assets
designated as "Loans and receivables", the impairment test is first performed at the asset level. A more global test is then performed
on groups of assets with similar risk profile.

244        2008 ANNUAL REPORT

Methods for calculating the net book value of assets sold (average cost, first-in first-out, etc.) depend on local ALM strategies as
these strategies have been set up to take into account specific commitments to policyholders. These methods may differ within
the Group provided that they are used consistently at each entity level.

1.8. ASSETS BACKING LIABILITIES ARISING FROM CONTRACTS WHERE
THE FINANCIAL RISK IS BORNE BY POLICYHOLDERS

Assets backing liabilities arising from insurance or investment contracts where the financial risk is borne by policyholders are
presented in a separate aggregate of the balance sheet so that they are shown in a symmetrical manner to the corresponding
liabilities. This presentation is considered more relevant for the users and consistent with the liquidity order recommended by
IAS 1 for financial institutions, since the risks are borne by policyholders, whatever the type of assets backing liabilities (investment
properties, debt securities or equity securities, etc). Details of these assets are provided in the notes.

1.9. DERIVATIVE INSTRUMENTS

Derivatives are initially recognized at fair value at purchase date and are subsequently re-measured at their fair value. Unrealized
gains and losses are recognized in the statement of income unless they relate to a qualifying hedge relationship as described
below. The Group designates certain derivatives as either: (i) hedging of the fair value of recognized assets or liabilities or of a firm
commitment (fair value hedge); or (ii) hedging of highly probable expected future transactions (cash flow hedge); or (iii) hedging
of net investments in foreign operations.

The Group documents, at inception, the hedge relationship, as well as its risk management hedging objectives and strategy. The
Group also documents the hedge effectiveness, both at inception and on an ongoing basis, indicating the actual or expected
efficiency level of the derivatives used in hedging transactions in offsetting changes in the fair values or cash flows of hedged
underlying items.

Fair value hedge

Changes in the fair value of derivatives designated and qualifying as fair value hedge are recorded in the income statement,
together with any changes in the fair value of the hedged asset or liability.

Cash flow hedge

The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedge is recognized in
shareholders' equity. The gain or loss relating to any ineffective portion is recognized in the income statement. Cumulative gain
or loss in shareholders' equity is recycled in the income statement when the hedged underlying item impacts the profit or loss
for the period (for example when the hedged future transaction is recognized). When a hedging instrument reaches its maturity
date or is sold, or when a hedge no longer qualifies for hedge accounting, the cumulative gains or losses in shareholders' equity
are held until the initially hedged future transaction ultimately impacts the income statement.

Net investment hedge

The accounting of net investments in foreign operations hedge is similar to the accounting of cash flow hedge. Any gain or loss
on the hedging instrument relating to the effective portion of the hedge is recognized in shareholders' equity; the gain or loss
relating to the ineffective portion is recognized in the income statement. Cumulative gains and losses in shareholders' equity
impact the income statement only on disposal of the foreign operations.

Derivatives not qualifying for hedge accounting

Changes in the fair value of all other derivative instruments that do not qualify for hedge accounting are recognized in the income
statement.

The Group holds financial investments that include embedded derivatives. Such embedded derivatives are separately recorded
and measured at fair value through profit or loss if the impact is deemed significant.

For balance sheet presentation, derivatives are presented alongside with the underlying assets or liabilities for which they are
used, regardless of whether these derivatives meet the criteria for hedge accounting.

1.10. ASSETS / LIABILITIES HELD FOR SALE AND ASSETS / LIABILITIES
INCLUDING DISCONTINUED OPERATIONS

These comprise assets, particularly buildings or operations, intended to be sold or discontinued within twelve months. Subsidiaries
held for sale remain within the scope of consolidation until the date on which the Group loses effective control. The assets and

245

activities (assets and liabilities) concerned are measured at the lower of net carrying value and fair value net of selling costs. They
are presented in separate asset and liability items on the balance sheet. The liabilities of subsidiaries (excluding shareholders' equity)
held for sale are entered separately on the liability side of the consolidated balance sheet, with no netting against assets.

In the event of a discontinuation of operations representing either a business line, a main and distinct geographical region or a
subsidiary acquired solely with a view to reselling, their after-tax contribution is stated on a separate line of the income statement.
For comparison purposes, the same applies to the presentation of income statements relating to previous periods that are included
in the financial statements. This separate line also includes the post-tax gain / loss recognized on the disposal of the discontinued
operation at the date of loss of control.

Details on information presented in the balance sheet and income statement are provided in the notes to the consolidated financial
statements.

The purpose and condition of the use of the derivatives within the Group are detailed in Note 19.

1.11. CASH AND CASH EQUIVALENTS

Cash comprises cash on hand and demand deposits while cash equivalents are short-term, liquid investments that are readily
convertible to cash and which are subject to low volatility.

1.12. SHARE CAPITAL AND SHAREHOLDERS' EQUITY

1.12.1. Share capital

Ordinary shares are classified in shareholders' equity when there is no obligation to transfer cash or other assets to the
holders.

Additional costs (net of tax) directly attributable to the issue of equity instruments are shown in shareholders' equity as a deduction
to the proceeds.

1.12.2. Perpetual debts

Perpetual debts and any related interest charges are classified either in shareholders' equity (in the "other reserves" aggregate)
or as liabilities depending on contract clauses without taking into consideration the prospect of redemption under economic
constraints (e.g. step up clauses or pressure from shareholders to pay a dividend).

1.12.3. Compound financial instruments

Any financial instrument issued by the Group with an equity component (for example an option granted to convert the debt
instrument into an equity instrument of the company) and a liability component (a contractual obligation to deliver cash) is classified
separately on the liability side of the balance sheet with the equity component reported in Group shareholders' equity (in the
"other reserves" aggregate). Gains and losses relating to redemptions or refinancing of the equity component are recognized as
changes to shareholders' equity.

1.12.4. Treasury shares

Treasury shares and any directly related costs are recorded as a deduction to consolidated shareholders' equity. Where treasury
shares are subsequently sold or reissued, any consideration received is included in consolidated shareholders' equity, net of any
directly related costs and tax effects.

However, treasury shares held by controlled investment funds backing contracts where the financial risk is borne by policyholders
are not deducted as all risks and income resulting from holding these shares are attributable to policyholders.

1.13. LIABILITIES ARISING FROM INSURANCE AND INVESTMENT
CONTRACTS

1.13.1. Contracts classification

The Group issues contracts that transfer an insurance risk or a financial risk or both.

246        2008 ANNUAL REPORT

insurance contracts, including assumed reinsurance contracts, are contracts that carry significant insurance risks. Such contracts
may also transfer financial risk from the policyholders to the insurer. Investment contracts are contracts that carry financial risk
with no significant insurance risk.

A number of insurance and investment contracts contain discretionary participating features. These features entitle the contract
holder to receive additional benefits or bonuses on the top of these standard benefits:

•   they are likely to represent a significant portion of the overall contractual benefits;

•   their amount or timing is contractually at the discretion of the Group; and

•   they are contractually based on the performance of a group of contracts, the investment returns of a financial asset portfolio
or the company profits, a fund or another entity that issues the contract.

 

In some insurance or investment contracts, the financial risk is borne by policyholders. Such contracts are usually unit-linked
contracts.

 

The Group classifies its insurance and investment contracts into six categories:

•   liabilities arising from insurance contracts,

•   liabilities arising from insurance contracts where the financial risk is borne by policyholders,

•   liabilities arising from investment contracts with discretionary participating features,

•   liabilities arising from investment contracts with no discretionary participating features,

•   liabilities arising from investment contracts with discretionary participating features where the financial risk is borne by
policyholders; these relate to unit-linked contracts or multi-funds contracts containing a non-unit-linked fund with discretionary
participating features,

•   liabilities arising from investment contracts with no discretionary participating features where the financial risk is borne by
policyholders.

1.13.2. Insurance contracts and investment contracts with discretionary participating features

According to IFRS 4, recognition and derecognition are based on the AXA accounting policies existing prior to IFRS and are
described below, except for the elimination of equalization provisions and selective changes as permitted by IFRS 4 (see paragraph
below on guaranteed benefits).

Unearned premium reserves represent the prorated portion of written premiums that relates to unexpired risks at the balance
sheet date.

For traditional life insurance contracts (that is, contracts with significant mortality or morbidity risk), the future policy benefits
reserves are calculated on a prospective basis according to each country regulation provided methods used are consistent with
the Group's policies and using assumptions on investment yields, morbidity/mortality and expenses.

Additional reserves are booked if there are any adverse impacts on reserves level caused by a change in mortality table.

Future policy benefits reserves relating to investment contracts with discretionary participation features (previously called "savings
contracts" in AXA's accounting principles) that carry low mortality and morbidity risk are calculated using a prospective approach
based on discount rates set at inception (similar to the retrospective approach, i.e. "account balance" methodology).

The discount rates used by AXA are less or equal to the expected future investment yields (assessed on prudent basis).

Part of the policyholders participation reserve is included in future policy benefits reserves, according to contractual clauses.

The "Liabilities arising from policyholders participation" caption includes the entire "Fund for Future Appropriation" (FFA) relating
to UK with-profit contracts, which principally covers future terminal bonuses according to the terms of these contracts. The
combination of provisions on with-profit contracts and the FFA varies in line with the market value of the assets supporting the
participating with-profit funds. Technical reserves are measured on a "realistic" basis in accordance with UK accounting standard
FRS 27 and in line with the practice used by UK insurance companies with respect to these contracts.

For insurance and investment contracts with discretionary participating features, if the contracts include a minimum guaranteed
rate, any potential reserve deficiency caused by insufficient future investment return is immediately booked.

Except when these guarantees are covered by a risk management program using derivative instruments (see next paragraph),
guaranteed minimum benefits reserves relating to contracts where the financial risk is borne by policyholders (insurance contracts
because they include such guarantees or investment contracts with discretionary participating features), are build over the life of
the contract based on a prospective approach: the present value of future benefit obligations to be paid to policyholders in relation
to these guarantees is estimated on the basis of reasonable scenarios. These scenarios are based on assumptions including
investment returns, volatility, surrender and mortality rates. This present value of future benefit obligations is reserved as fees are
collected over the life of the contracts.

247

Some guaranteed benefits such as Guaranteed Minimum Death or Income Benefits (GMDB or GMIB), or certain guarantees
on return proposed by reinsurance treaties, are covered by a risk management program using derivative instruments. In order
to minimize the accounting mismatch between liabilities and hedging derivatives, AXA has chosen to use the option allowed
under IFRS 4.24 to re-measure its provisions: this revaluation is carried out at each accounts closing based on guarantee level
projections and takes into account interest rates and other market assumptions. The liabilities revaluation impact in the current
period is recognized through income, symmetrically with the impact of the change in value of hedging derivatives. This change
in accounting principles was adopted on the first time application of IFRS on January 1, 2004 for contracts portfolios covered by
the risk management program at that date. Any additional contracts portfolios covered by the risk management program after
this date are valued on the same terms as those that applied on the date the program was first applied.

Claims reserves (non-life insurance)

The purpose of claims reserves is to cover the ultimate cost of settling an insurance claim. Claims reserves are not discounted,
except when relating to disability annuities.

Claims reserves include the claims incurred and reported, claims incurred but not reported (IBNR) as well as claim handling costs.
Claims reserves are based on historical claim data, current trends, actual payment patterns for all insurance business lines as
well as expected changes in inflation, regulatory environment or anything else that could impact amounts to be paid.

Unearned revenues reserves

Revenues received at contract inception to cover future services are deferred and recognized in the income statement using the
same amortization pattern as the one used for deferred acquisition costs (see section 1.6.4).

Shadow accounting and Deferred policyholders Participation Asset (DPA) or Liability (DPL)

In compliance with IFRS 4 option, shadow accounting is applied to insurance and investment contracts with discretionary
participating features. Shadow accounting is applied to technical liabilities, acquisition costs and value of business in force to
take into account unrealized gains or losses on insurance liabilities or assets in the same way as it is done for a realized gain or
loss of invested assets. When unrealized gains or losses are recognized, a deferred participating liability (DPL) or asset (DPA)
is recorded. The DPL or DPA corresponds to the discretionary participation available to the policyholders and is determined by
applying an estimated participation rate to unrealized gains and losses.

Deferred policyholders participation is fully classified as liabilities (or assets). As a consequence, there is no component recognized
as an equity component and AXA does not need to ensure the liability recognized for the whole contract is not less than the
amount that would result from applying IAS 39 to the guaranteed element.

When a net unrealized loss is accounted, a deferred participating asset (DPA) should be recognized only to the extent that its
recoverability toward future policyholders participation, by entity, is highly probable. That could be the case if the DPA can be offset
against future participation either directly through deduction of the DPL from future capital gains or indirectly through deduction
of future fees on premiums or margins.

Unrealized gains and losses on assets classified as trading or designated at fair value through profit or loss, along with any other
entry impacting the income statement and generating a timing difference, are accounted in the statement of income with a
corresponding shadow entry adjustment in the statement of income. The shadow accounting adjustments relating to unrealized
gains and losses on assets available-for-sale (for which change in fair value is taken to shareholders' equity) are also booked
through shareholders' equity.

Liability adequacy test (LAT)

At each balance sheet date, liability adequacy tests are performed in each consolidated entity in order to ensure the adequacy
of the contract liabilities net of related DAC and VBI assets and deferred policyholders' participation liability or asset. To perform
these tests, entities group contracts together according to how they have been acquired, are serviced and have their profitability
measured. Entities also use current best estimates of all future contractual cash flows as well as claims handling and administration
expenses, and they take into account embedded options and guarantees and investment yields relating to assets backing these
contracts. Contract specific risks (insurance risk, asset return risk, inflation risk, persistency, adverse selection, etc.) directly related
to the contracts that might make the net liabilities inadequate, are also considered.

Any identified deficiency is charged to the income statement, initially by respectively writing off DAC or VBI, and subsequently
by establishing a LAT provision for losses arising from the liability adequacy test for any amount in excess of DAC and VBI. For
non-life insurance contracts, an unexpired risk provision is accounted for contracts on which the premiums are expected to be
insufficient to cover expected future claims and claims expenses.

Embedded derivatives in insurance and investment contracts with discretionary participating features

Embedded derivatives that meet the definition of an insurance contract or correspond to options to surrender insurance contracts
for a set amount (or based on a fixed amount and an interest rate) are not separately measured. All other embedded derivatives
are bifurcated and booked at fair value when material if they are not considered as closely related to the host insurance contract
and/or do not meet the definition of an insurance contract.

248        2008 ANNUAL REPORT

1.13.3. Investment contracts with no discretionary participating features

In accordance with IAS 39, these contracts are accounted for using "deposit accounting", which mainly results in not recognizing
the cash flows corresponding to premiums, benefits and claims in the statement of income (see "Revenue recognition" section
below). These cash flows shall rather be recognized as deposits and withdrawals.

This category includes mainly unit-linked contracts that do not meet the definition of insurance or investment contracts with
discretionary participating features. For these unit-linked contracts, the liabilities recognized under existing accounting policies
are valued based on the fair value of the financial investments backing those contracts at the balance sheet date.

Unearned fees reserves

Fees received at inception of an investment contract with no discretionary participating features to cover future services are
recognized as liabilities and accounted in the income statement based on the same amortization pattern as the one used for
deferred origination costs (see section 1.6.4).

1.14. REINSURANCE: CEDED REINSURANCE

Transactions relating to reinsurance assumed and ceded are accounted in the balance sheet and income statement in a similar
way to direct business transactions provided that these contracts meet the insurance contracts classification requirements and
in agreement with contractual clauses.

1.15. FINANCING DEBTS

Financing debts issued to finance the solvency requirements of an operational entity or to acquire a portfolio of contracts are
isolated in a specific balance sheet aggregate.

1.16. OTHER LIABILITIES

1.16.1. Income taxes

The current income tax expense (benefit) is recorded in the income statement on the basis of net amounts estimated to be payable
(or recoverable) in relation to taxable operations recorded during the year and based on the local tax regulation.

Deferred tax assets and liabilities emerge from temporary differences between the accounting and fiscal values of assets and
liabilities, and when applicable from tax loss carryforwards. Deferred tax assets are recognized to the extent that it is probable
that future taxable profit will be available to offset the temporary differences. Therefore, deferred tax assets that are not expected
to be recovered are derecognized.

In particular, a deferred tax liability is recognized for any taxable temporary difference relating to the value of shares in a consolidated
company held, unless the Group controls at what date the temporary difference will reverse and it is probable that the temporary
difference will not reverse in the foreseeable future. If a group company decides to sell its stake in another consolidated entity, the
difference between the carrying value and the tax value of these shares for the company that holds them leads to the recognition
of a deferred tax (including as part of a business combination when the Group as the buyer intends to sell or carry out internal
restructuring of the shares following the acquisition). The same approach applies to dividend payments that have been voted or
deemed likely, to the extent that a tax on dividends will be due.

Deferred taxes for taxable temporary differences relating to tax deductible goodwill are recognized to the extent they do not arise
from the initial recognition of goodwill. These deferred taxes are only released if the goodwill is impaired or if the corresponding
consolidated shares are sold.

The measurement of deferred tax liabilities and deferred tax assets reflects the expected tax impact, at the balance sheet date.
That would follow the way the Group expects to recover or settle the carrying amount of its assets and liabilities. When income
taxes are calculated at a different rate if dividends are paid, deferred taxes are measured at the tax rate applicable to undistributed
profits. The income tax consequences of dividends are only accounted when a liability to pay the dividend is recognized.

1.16.2. Pensions and other post-retirement benefits

Pensions and other post-retirement benefits include the benefits payable to AXA Group employees after they retire (retirement
compensation, additional pension benefit, health insurance). In order to meet those obligations, some regulatory framework have
allowed or enforced the set up of dedicated funds (plan assets).

249

Defined contribution plans: payments are made by the employer to a third party (e.g. pension trusts). These payments
free the employer of any further commitment, and the obligation to pay acquired benefits to the employees is transferred. The
contributions paid by the employer are recorded as an expense in the income statement and no liability needs to be recorded
once contributions are made.

Defined benefit plans: an actuarial assessment of the commitments based on each plan's internal rules is performed. The
present value of the future benefits paid by the employer, known as the DBO (Defined Benefit Obligation), is calculated annually
on the basis of long-term projections of rate of salary increase, inflation rate, mortality, staff turnover, pension indexation and
remaining service lifetime. The amount recorded in the balance sheet for employee benefits is the difference between the Defined
Benefit Obligation and the market value at the balance sheet date of the corresponding invested plan assets after adjustment
at fair value. If the net result is negative, a provision is recorded in the balance sheet under the provision for risks and charges
heading. If the net result is positive, a prepaid asset is recorded in the balance sheet. Actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions are recognized in shareholders' equity (in the Statement
of Recognized Income and Expense - SoRIE) in full in the period in which they occur. Similarly, any adjustment arising from the
asset ceiling is recognized in shareholders' equity. Past service costs are recognized immediately in the income statement, unless
the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting
period). In this case, past service costs are amortized on a straight-line basis over the vesting period.

1.16.3. Share-based compensation plans

Group's share-based compensation plans are predominantly equity-settled plans.

All equity-settled share-based compensation plans granted after November 7, 2002 and not fully vested as at January 1,
2004 are accounted for at fair value at the date they were granted and the fair value is expensed over the vesting period.

Cash-settled share-based compensation plans are recognized at fair value, which is remeasured at each balance sheet
date with any change in fair value recognized in the statement of income.

The AXA Shareplan issued under specific French regulatory framework includes two options: traditional and leveraged
option.

The cost of the traditional option Shareplan is valued according to the specific guidance issued in France by the CNC (Conseil
National de la Comptabilité). The cost of the leveraged option plan is valued by taking into account the five-year lock-up period
for the employees (as in the traditional plan) but adding the value of the advantage granted to the employees by enabling them
to benefit from an institutional derivatives-based pricing instead of a retail pricing.

1.17. PROVISIONS FOR RISKS, CHARGES AND CONTINGENT LIABILITIES

1.17.1. Restructuring costs

Restructuring provisions other than those that may be recognized on the balance sheet of an acquired company on the acquisition
date are recorded when the Group has a present obligation evidenced by a binding sale agreement or a detailed formal plan
whose main features are announced to those affected or to their representatives.

1.17.2. Other provisions and contingencies

Provisions are recognized when the Group has a present obligation (legal or implicit) as a result of past events, when it is more likely
than not that an outflow of resources will be required to settle the obligation, and when the provision can be reliably estimated.

Provisions are not recognized for future operating losses.

The same applies to contingent liabilities, except if identified at the time of a business combination (see section 1.3.2).

Provisions are measured at management's best estimate, at the balance sheet date, of the expenditure required to settle the
obligation, discounted at the market risk-free rate of return for long term provisions.

1.18. REVENUE RECOGNITION

1.18.1. Gross written premiums

Gross written premiums correspond to the amount of premiums written by insurance and reinsurance companies on business
incepted in the year with respect to both insurance contracts and investment contracts with discretionary participating features,
net of cancellations and gross of reinsurance ceded. For reinsurance, premiums are recorded on the basis of declarations made
by the ceding company, and may include estimates of gross written premiums.

250        2008 ANNUAL REPORT

1.18.2. Fees and revenues from investment contracts with no discretionary participating features

Amounts collected as premiums from investment contracts with no discretionary participating features are reported as deposits
net of any loadings and policy fees. Revenues from these contracts consist of loadings and policy fees relating to underwriting,
investment management, administration and surrender of the contracts during the period. Front-end fees collected corresponding
to fees for future services are recognized over the estimated life of the contract (see "Unearned fees reserves" section 1.13.3).

1.18.3. Deposit accounting

Investment contracts with no discretionary participating features fall within the scope of IAS 39. Deposit accounting applies to
these contracts, which involves the following:

•   the Group directly recognizes the consideration received as a deposit financial liability rather than as revenues,

•   claims paid are recognized as withdrawals with no posting in the income statement apart from potential fees.

1.18.4. Unbundling

The Group unbundles the deposit component of contracts when required by IFRS 4, i.e. when both the following conditions are
met:

•   the Group can measure separately the "deposit" component (including any embedded surrender option, i.e. without taking
into account the "insurance" component);

•  the Group accounting methods do not otherwise require to recognize all obligations and rights arising from the "deposit"
component.

No such situation currently exists within the Group. In accordance with IFRS 4, the Group continues to use the accounting principles
previously applied by AXA to insurance contracts and investment contracts with discretionary participating features. According
to these principles, there are no situations in which all rights and obligations related to contracts are not recognized.

1.18.5.  Change in unearned premiums reserves net of unearned revenues and fees

Changes in unearned premiums reserves net of unearned revenues and fees include both the change in the unearned premium
reserve reported as a liability (see "Unearned premium reserves" in section 1.13.2) and the change in unearned revenues and fees.
Unearned revenues and fees correspond to upfront charges for future services recognized over the estimated life of insurance and
investment contracts with discretionary participating features (see "Unearned revenues reserves" in section 1.13.2) and investment
contracts with no discretionary participating features (see section 1.13.3 "Unearned fees reserves").

1.18.6.  Net revenues from banking activities

Net revenues from banking activities include all revenues and expenses from banking operating activities, including interests and
banking fees.

They exclude bank operating expenses and change in bad debts provisions, doubtful receivables or loans, which are recorded
in the item "Bank operating expenses".

1.18.7. Revenues from other activities

Revenues from other activities mainly include:

•   insurance companies revenues from non insurance activities, notably commissions received on sales or distribution of financial
products,

•   commissions received and fees for services relating to asset management activities, and

•   rental income received by real estate management companies.

1.18.8. Net investment result excluding financing expenses

The net investment result includes:

•   investment income from investments from non banking activities, net of depreciation expense on real estate investments
(depreciation expense relating to owner occupied properties is included in the "administrative expenses" aggregate); this item
includes interest received calculated using the effective interest method for debt instruments and dividends received on equity
instruments,

•   investment management expenses (excludes financing debt expenses),

•   realized investment gains and losses net of releases of impairment following sales,

•   the change in unrealized gains and losses on invested assets measured at fair value through profit or loss,

•   the change in impairment of investments (excluding releases of impairment following sales).

In respect of banking activities, interest income and expenses are included in the "Net revenue from banking activities" item (see
section 1.18.6).

251

Any gain or loss arising from a decrease in AXA's ownership interest in a consolidated entity is recorded in the net investment
result, to the extent it does not result from an internal restructuring within the Group. The gain or loss corresponds to the change
in AXA's share of the subsidiary's shareholders' equity before and after the subsidiary equity transaction.

1.19. SUBSEQUENT EVENTS

Subsequent events relate to events that occur between the balance sheet date and the date when the financial statements are
authorized for issue:

•  such events lead to an adjustment of the consolidated financial statements if they provide evidence of conditions that existed
at the balance sheet date,

•   such events result in additional disclosures if indicative of conditions that arose after the balance sheet date, and if relevant
and material.

1.20. PRESENTATION OF THE FINANCIAL STATEMENTS

Consolidated statement of cash flows

While cash and cash equivalent balances backing contracts where the financial risk is borne by policyholders are not held within
legally segregated "separate accounts", the use of these cash balances is nevertheless subject to significant restrictions and these
funds are not considered readily available for use by the Group. Accordingly, in 2007, the Group reconsidered the presentation of
these amounts and decided to discontinue the presentation of cash backing unit-linked contracts in its consolidated statement
of cash flows, for all periods presented.

Segment reporting

From 2007 on, the "Holding companies" segment (that includes all non-operational activities), also includes some financial vehicles
including certain Special-Purpose Entities such as consolidated CDOs, formely disclosed as part of the segment "Others Financial
Services" which was renamed "Banking". This change was applied retrospectively to all periods presented.

252        2008 ANNUAL REPORT

NOTE 2 > SCOPE OF CONSOLIDATION

2.1. CONSOLIDATED COMPANIES

2.1.1. Main fully consolidated companies

        December31, 2008   December 31, 2007  
Parent and Holding Companies   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
France                         
AXA         Parent company   Parent company  
AXA China         100.00   77.18   100.00   77.39  
AXA France Assurance         100.00   100.00   100.00   100.00  
Colisée Excellence          100.00   100.00   100.00   100.00  
AXA Participations II          100.00   100.00   100.00   100.00  
Oudinot Participation          100.00   100.00   100.00   100.00  
Société Beaujon          100.00   100.00   99.99   99.99  
AXA Technology Services          100.00   99.99   100.00   99.99  
United States                         
AXA Financial, Inc.          100.00   100.00   100.00   100.00  
AXA America Holding Inc.          100.00   100.00   100.00   100.00  
United Kingdom                         
Guardian Royal Exchange Plc       100.00   99.99   100.00   99.99  
AXA UK Plc       100.00   99.99   100.00   99.99  
AXA Equity & Law Plc       99.96   99.96   99.96   99.96  
Winterthur(UK) Holdings Ltd   Merged with AXA UK Plc   -   -   100.00   99.99  
Ireland                      
AXA Life Europe       100.00   100.00   100.00   100.00  
Asia/Pacific (excluding Japan)                      
National Mutual International Pty Ltd(a)       100.00   53.42   100.00   53.86  
AXA Life Singapore Holding(a)       100.00   53.42   100.00   53.86  
AXA Asia Pacific Holdings Ltd(c)       53.15   53.42   53.00   53.86  
Japan                      
AXA Japan Holding       98.40   98.40   98.11   98.11  
Germany                      
Kölnische Verwaltungs AG für Versicherungswerte       100.00   100.00   100.00   100.00  
AXA Konzern AG       100.00   100.00   100.00   100.00  
DBV-Winterthur Holding AG       98.81   98.81   96.69   96.69  
WinCom Versicherungs-Holding AG       100.00   100.00   100.00   100.00  
Winterthur Beteiligungs-Gesellschaft mbH       100.00   100.00   100.00   100.00  
Belgium                      
AXA Holdings Belgium       100.00   100.00   100.00   99.92  
Luxembourg                      
AXA Luxembourg SA       100.00   100.00   100.00   99.92  
The Netherlands                      
Vinci BV       100.00   100.00   100.00   100.00  
Spain (MedLA)(b)                      
AXA Mediterranean Holding SA       100.00   100.00   100.00   100.00  
Italy (MedLA)(b)                      
AXA Italia SpA       100.00   100.00   100.00   100.00  
Morocco (MedLA)(b)                      
AXA Holding Maroc S.A.       100.00   100.00   100.00   100.00  

253

        December31, 2008   December 31, 2007  
Parent and Holding Companies   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
Turkey (MedLA)(b)                      
AXA Holding A.S.   Minority interest buyout   100.00   100.00   50.00   50.00  
Switzerland                      
Finance Solutions SARL       100.00   100.00   100.00   100.00  

(a) Wholly owned by AXA Asia Pacific Holdings Limited.

(b) "MedLA" country is part of Mediterranean and Latin American Region.

(c) AXA interest in AXA Asia Pacific Group is 53.42% broken down into 53.15% direct interest holding and an additional 0.27% owned by the
AAPH executive plan trust.

 

   
 
   December 31,2008   December 31,2007  
Life & Savings and Property & Casualty  
Change in scope
   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
France  
 
                  
AXA France lard  
 
   99.92   99.92   99.92   99.92  
Avanssur (formerly Direct Assurances lard)  
 
   100.00   100.00   100.00   100.00  
AXA France Vie  
 
   99.77   99.77   99.77   99.77  
AXA Protection Juridique  
 
   98.51   98.51   98.51   98.51  
United States  
 
                  
AXA Financial (sub-group)  
 
   100.00   100.00   100.00   100.00  
Canada  
 
                  
AXA Canada Inc. (sub-group including Citadel)  
 
   100.00   100.00   100.00   100.00  
United Kingdom  
 
                  
AXA Insurance Plc  
 
   100.00   99.99   100.00   99.99  
AXA Sun Life Plc  
 
   100.00   99.99   100.00   99.99  
AXA PPP Healthcare Limited  
 
   100.00   99.99   100.00   99.99  
Bluefin Advisory Services Limited
(previously Thinc Group)		  
 
   100.00   99.99   100.00   99.99  
Bluefin Insurance Group Ltd
(previously Venture Preference limited)		  
 
   97.84   97.83   95.40   95.40  
Winterthur Life UK Limited  
 
   100.00   99.99   100.00   99.99  
Whale CDO Equity Fund  
 
   99.98   99.97   100.00   99.99  
Ireland  
 
                  
AXA Insurance Limited  
 
   100.00   99.99   100.00   99.99  
Asia/Pacific (excluding Japan)  
 
                  
AXA Life Insurance Singapore(a)  
 
   100.00   53.42   100.00   53.86  
AXA Australia New Zealand  
 
   100.00   53.42   100.00   53.86  
AXA China Region Limited
(including MLC Hong-Kong)(a)		  
 
   100.00   53.42   100.00   53.86  
AXA General Insurance Hong Kong Ltd  
 
   100.00   100.00   100.00   100.00  
AXA Insurance Singapore  
 
   100.00   100.00   100.00   100.00  
PT AXA Life Indonesia  
 
   80.00   42.74   80.00   43.09  
MLC Indonesia  
 
   100.00   53.42   100.00   53.86  
Kyobo Automobile Insurance  
 
   92.36   92.36   90.08   90.08  
AXA Wealth Management (HK) Limited
(previously Winterthur Life (Hong Kong) Ltd.)		  
Merged with AXA China Region Limited
   _   _   100.00   53.86  
AXA Affin General Insurance Berhad  
 
   50.48   50.48   50.48   50.48  
Japan  
 
                  
AXA Life Insurance  
 
   100.00   98.40   100.00   98.11  
AXA Non Life Insurance Co Ltd  
 
   100.00   98.40   100.00   98.11  
Winterthur Swiss Life Insurance Co., Ltd.  
 
   100.00   98.40   100.00   98.11  

254        2008 ANNUAL REPORT

 
December 31, 2008   December 31.2007  
Life & Savings and Property & Casualty
 Change in scope
     Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		    
Germany
 
                    
AXA Versicherung AG
 
     100.00   100.00   100.00   100.00  
AXA Art
 
     100.00   100.00   100.00   100.00  
AXA Leben Versicherung AG
 
     100.00   100.00   100.00   100.00  
Pro Bav Pensionskasse
 
     100.00   100.00   100.00   100.00  
Deutsche Aerzteversicherung
 
     100.00   100.00   100.00   100.00  
AXA Kranken Versicherung AG
 
     100.00   99.33   100.00   100.00  
DBV-Winterthur Krankenversicherung AG
Merged with AXA Kranken Versicherung AG
     _   _   100.00   96.69  
DBV-Winterthur Lebensversicherung AG
 
     99.74   98.55   99.74   96.44  
Winsecura Pensionskasse AG
 
     100.00   98.55   100.00   96.44  
Rheinisch-WestfälischeSterbekasse
Lebensversicherung AG
 
     100.00   98.81   100.00   96.69  
DBV Deutsche Beamten-Versicherung AG
 
     100.00   98.81   100.00   96.69  
DBV-Winterthur Versicherung AG (DWS)
 
     100.00   98.81   100.00   96.69  
DBV-WinSelect Versicherung AG
 
     100.00   98.81   100.00   96.69  
Belgium
 
                    
Ardenne Prévoyante
 
     100.00   100.00   100.00   99.92  
AXA Belgium SA
 
     100.00   100.00   100.00   99.92  
Servis (formerly Assurance de la Poste)
 
     100.00   100.00   100.00   99.92  
Assurances de la Poste Vie
 
     100.00   100.00   100.00   99.92  
Winterthur Europe Assurances - Vie
Merged with AXA Belgium SA
     -   -   100.00   100.00  
Winterthur Europe Assurances - Non Vie
Merged with AXA Belgium SA
     -   -   100.00   100.00  
Les Assurés Réunis
 
     99.93   99.93   99.93   99.93  
Touring Assurances SA
 
     100.00   100.00   100.00   100.00  
Luxembourg
 
                    
AXA Assurances Luxembourg
 
     100.00   100.00   100.00   99.92  
AXA Assurances Vie Luxembourg
 
     100.00   100.00   100.00   99.92  
Spain (MedLA)(b)
 
                    
Hilo Direct SA de Seguros y Reaseguros
 
     100.00   100.00   100.00   100.00  
AXA Aurora SA Iberica de Seguros y Reaseguros
Merged with Winterthur Seguros Generales, S.A. de Seguros y Reaseguros
             99.70   99.70  
AXA Aurora SA Vida de Seguros y Reaseguros
Merged with
Winterthur Vida y Pensiones
     _   _   99.70   99.70  
AXA Aurora SA Vida
Merged with
Winterthur Vida y Pensiones
     _   _   99.96   99.67  
Winterthur Vida y Pensiones
 
     99.79   99.79   100.00   100.00  
Winterthur Seguros Generales,
S.A. de Seguros y Reaseguros
 
     99.89   99.89   100.00   100.00  
Winterthur Salud (SA de Seguros)
 
     100.00   100.00   100.00   100.00  
Italy (MedLA)(b)
 
                    
AXA Interlife
 
     100.00   100.00   100.00   100.00  
UAP Vita
Merged with AXA Interlife
     -   -   100.00   100.00  
AXA Assicurazioni e Investimenti
 
     100.00   99.99   100.00   99.99  
AXA-MPS Vita
 
     50,00
+ 1 voting right		   50.00   50,00
+ 1 voting right		   50.00  
AXA-MPS Danni
 
     50,00
+ 1 voting right		   50.00   50,00
+ 1 voting right		   50.00  
Quadrifoglio
Acquisition
     50,00
+ 1 voting right		   50.00   -   -  

255

        December 31,2008   December 31,2007  
Life & Savings and Property & Casualty   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		    
Portugal (MedLA) (b)                      
AXA Portugal Companhia de Seguros SA       99.73   99.49   99.61   99.37  
AXA Portugal Companhia de Seguros de Vida SA       95.09   94.89   95.09   94.89  
Seguro Directo       100.00   100.00   100.00   100.00  
Morocco (MedLA)(b)                      
AXA Assurance Maroc       100.00   100.00   100.00   100.00  
Turkey (MedLA)(b)                      
AXA Oyak Hayat Sigorta AS   Minority interest buyout   100.00   100.00   100.00   50.00  
AXA Oyak Sigorta AS   Minority interest buyout   72.55   72.55   70.96   35.48  
Gulf Region (MedLA)(b)                      
AXA Cooperative Insurance Company
(Saudi Arabia)		   Newly consolidated   50.00   34.00   _   _  
AXA Insurance (Gulf) B.S.C.c.   Newly consolidated   50.00   50.00   -   -  
Greece (MedLA) (b)                      
AXA Insurance Life       99.89   99.89   99.57   99.57  
AXA Insurance P&C       99.89   99.89   99.57   99.57  
Mexico (MedLA) (b)                      
Seguros ING Life   Acquisition   99.94   99.94   -   -  
Seguros ING P&C   Acquisition   99.94   99.94   -   -  
Switzerland                      
AXA Life (previously Winterthur Life)       100.00   100.00   100.00   100.00  
Winterthur-ARAG Legal Assistance       66.67   66.67   66.67   66.67  
Winterthur Swiss Insurance Company Holding   Merged with AXA Insurance   -   -   100.00   100.00  
AXA Insurance (previously Winterthur Swiss Insurance P&C)       100.00   100.00   100.00   100.00  
Central and Eastern Europe                      
Winterthur Czech Republic Pension Funds       92.85   92.85   79.97   79.97  
Winterthur Czech Republic Insurance       79.49   79.49   65.01   65.01  
Winterthur Hungary       65.00   65.00   65.00   65.00  
Winterthur Poland       65.00   65.00   65.00   65.00  
Winterthur Poland Pension Funds       70.00   70.00   70.00   70.00  
Winterthur Slovakia       100.00   100.00   100.00   100.00  

(a) Wholly owned by AXA Asia Pacific Holdings Limited.

(b) "MedLA" country is part of Mediterranean and Latin American Region.

 

        December 31,2008   December : 31,2007  
International Insurance (entities having worldwide activities)   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
AXA Corporate Solutions Assurance (sub-group)       98.75   98.75   98.75   98.75  
AXA Cessions       100.00   100.00   100.00   100.00  
AXA Assistance SA (sub-group)       100.00   100.00   100.00   100.00  
AXA Global Risks UK       100.00   100.00   100.00   100.00  
Saint-Georges Ré       100.00   100.00   100.00   100.00  

 

        December 31,2008   December : 31,2007  
Asset Management (entities having worldwide activities)   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
AXA Investment Managers (sub-group)       95.06   95.05   95.04   95.02  
AllianceBernstein (sub-group)       62.38   62.38   63.18   63.18  

256       2008 ANNUAL REPORT

        December 31, 2008   December 31,2007  
Banking   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
France                      
AXA Banque       100.00   99.89   100.00   99.89  
AXA Banque Financement       65.00   64.93   65.00   64.93  
Germany                      
AXA Bank AG       100.00   100.00   100.00   100.00  
Belgium                      
AXA Bank Europe       100.00   100.00   100.00   99.92  
Hungary                      
ELLA Bank       100.00   100.00   100.00   99.92  

 

        December 31, 2008   December 31,2007  
Other   Change in scope   Voting '
rights		   Ownnership
interest		   Voting
rights		   Ownership
interest		  
France                      
Compagnie Financière de Paris       100.00   100.00   100.00   100.00  
Sofinad       100.00   100.00   100.00   99.99  

 

The main changes to the Group scope of consolidation in 2008 are:

•   the minority shareholders' buyout of OYAK in Turkey,

•   the acquisition of Seguros ING in Mexico,

•   the acquisition of SBJ Group in the United Kingdom.

The cumulative opening balance sheet for the main entities acquired over the period is shown in Note 5.

Consolidated investments and investment funds

At December 31, 2008, consolidated investment funds represented total invested assets of €89,139 million (€110,162 million
at the end of 2007 and €98,124 million at the end 2006), corresponding to 332 investment funds mainly in France, the
United Kingdom, Germany, Australia, Japan and Mediterranean and Latin American Region and in majority relating to the Life
& Savings segment.

At December 31, 2008, the 38 consolidated real estate companies corresponded to total invested assets of €7,740 million
(€7,643 million at the end of 2007 and €7,863 million at the end 2006), mainly in Germany and France.

At December 31, 2008, the 6 consolidated CDOs represented total investments of €417 million (€1,024 million at the end of 2007
and €1,410 million at the end 2006). These CDO's are consolidated in AXA's balance sheet in line with IFRS rules even though
AXA's investments in these CDO's assets represented only approximately €114 million out of the €417 million.

Given the nature of the Group activities (no securitization of AXA's own invested assets), the current market conditions did not
lead to the consolidation of off balance sheet special purpose vehicles originated by the Group.

In most investment funds (particularly open-ended investment funds), minority interests do not meet the definition of shareholders'
equity. They are therefore presented as liabilities under "Minority interests of controlled investment funds and puttable instruments
held by minority interest holders". At December 31, 2008, minority interests in controlled investment funds amounted to €4,847 million
(€7,116 million at December 31, 2007 and €6,099 million at the end 2006).

2.1.2. Proportionately consolidated companies

        December 31,2008   December 31,2007  
Life & Savings and Property & Casualty   Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
France                      
Natio Assurances       50.00   49.96   50.00   49.96  
Neuflize Vie (previously NSM Vie)   Consolidated by equity method   -   -   39.98   39.98  
Fonds Immobiliers Paris Office Funds       50.00   49.91   50.00   49.91  

257

2.1.3. Investments in companies consolidated by equity method

Companies consolidated by equity method listed below exclude investment funds and real estate entities:

        December 31, 2008   December 31, 2007  
    Change in scope   Voting
rights		   Ownership
interest		   Voting
rights		   Ownership
interest		  
France                      
Argovie       95.23   95.01   95.23   95.01  
Banque de Marchés et d'Arbitrages       27.71   27.70   27.71   27.70  
Neuflize Vie (previously NSM Vie)   Previously consolidated
by proportional method		   39.98   39.98   _   _  
Asia/Pacific                      
Philippines AXA Life Insurance Corporation       45.00   24.04   45.00   24.24  
Krungthai AXA Life Insurance Company Ltd       50.00   26.71   50.00   26.93  
AXA Mimmetals Assurance Co Ltd       51.00   39.36   51.00   39.47  
PT AXA Mandiri Financial Services       51.00   27.25   51.00   27.47  
Russia                      
RESO GARANTIA (RGI Holdings B.V.)   Acquired   39.34   39.34   -   -  
Asset Management                      
AXA IM Asia Holding Private Ltd   Newly consolidated   50.00   47.53   -   -  
Kyobo AXA Investment Managers Company Limited   Acquired   50.00   47.53   -   -  

On June 17, 2008, AXA completed, through the acquisition of 39.34% of RGI Holdings B.V., the acquisition of 36.7% of the share
capital of RESO GARANTIA, Russia's 2nd largest P&C insurer for a total cash consideration of around €810 million. As part of
the agreement, AXA will have the option to buy out the remaining stake through calls exercisable in 2010 and 2011. Also as part
of the agreement, AXA granted a 6-year $1 billion credit facility to RESO's main shareholder, fully secured by his shareholding
in the company.

Investment funds and real estate entities consolidated by equity method
At December 31, 2008, real estate companies consolidated by equity method represented total assets of €430 million (€338 million
at the end of 2007 and €475 million at the end 2006) and investment funds consolidated by equity method represented total
assets of €1,445 million (€1,234 million at the end of 2007 and €1,376 million at the end 2006), mainly in France, Germany and
the United States.

2.1.4. Post balance sheet closing

In connection with AllianceBernstein's acquisition of the business of Sanford C. Bernstein Inc. in 2000, AXA Financial Inc. entered
into a purchase agreement under which certain former shareholders of Sanford C. Bernstein have the right to sell ("Put") to
AXA Financial, subject to certain restrictions set forth in the agreement, limited partnership interests in AllianceBernstein L.P.
("AllianceBernstein Units") issued at the time of the acquisition. As of the end of 2008, AXA Financial, either directly or indirectly
through wholly owned subsidiaries, had acquired a total of 32.7 million AllianceBernstein units for an aggregate market price of
$1,631 million through several purchases made pursuant to the Put. At December 31, 2008, AXA's ownership in AllianceBernstein
L.P. was approximately 62.4%. On January 6, 2009, the purchase of the last tranche of 8.16 million AllianceBernstein Units was
completed for a total price of approximately $150 million pursuant to the final installment of the Put, increasing the ownership of
AXA in AllianceBernstein L.P. by approximately 3% to 65.4%.

2.2. CONSOLIDATED ENTITIES RELATING TO SPECIFIC OPERATIONS

Acacia
The Acacia SPV is consolidated within the operations of AXA France Vie. This structure was put in order to improve AXA France
Vie assets/liabilities adequacy ratio by ceding receivables resulting from eligible insurance operations against cash. The main
impact is a €250 million increase in the AXA Group's other liabilities, and a parallel increase in receivables.

Securitization of motor insurance portfolios
On December 9, 2005, AXA announced the closing of the €200 million securitization of its French motor insurance portfolio. Since
the threshold for transferring risk to the financial markets was not reached, the recognition of this operation in AXA's consolidated
financial statements mainly involves the consolidation of the vehicle carrying the portion subscribed by AXA, and the recognition
on the balance sheet under other liabilities of a €200 million deposit received from reinsurers.

258        2008 ANNUAL REPORT

On July 6, 2007, AXA announced the closing of the €450 million securitization of its pan-European motor insurance portfolio
(diversified portfolio spread across 4 countries: Belgium, Germany, Italy and Spain). AXA consolidated its €96 million stake in
the vehicle carrying the junior tranches.

Through securitization, AXA transferred to the financial markets the potential deviation of the cost of claims on the securitized
insurance portfolios above certain thresholds.

AXA Japan
In 2002, AXA Japan transferred 102 buildings with a carrying value of JPY 40 billion to a fund owned by a third party and
AXA Japan for JPY 43 billion, with a view to sell the buildings to other parties.

The remaining assets in the December 31, 2007 balance sheet relating to this transaction totaled JPY 7 billion (€44 million). During
the first half of 2008, all assets were sold for a total amount of JPY 9.6 billion (€60 million).

Matignon Finances
AXA set up an intra-group financing and cash management company, which entered the scope of consolidation in 2005.

Arche Finance
AXA France invested €1.2 billion in 2008 in Arche Finance, a new investment vehicle dedicated to credit investment, which entered
the scope of consolidation in June 2008.

259

NOTE 3 > SEGMENTAL INFORMATION

AXA has five operating business segments: Life & Savings, Property & Casualty, International Insurance, Asset Management and
Banking. An additional "Holding companies" segment includes all non-operational activities. The financial information relating
to AXA's business segments and holding company activities is consistent with the presentation provided in the consolidated
financial statements.

Life & Savings: AXA offers a broad range of Life & Savings products including individual and group savings retirement products,
life and health products. They comprise traditional term and whole life insurance, immediate annuities and investment products
(including endowments, savings-related products, such as variable life and variable annuity products).

Property & Casualty: This segment includes a broad range of products including mainly motor, household, property and general
liability insurance for both personal and commercial customers (commercial customers being mainly small to medium-sized
companies). In some countries, this segment includes health products.

International Insurance: This segment's operations include insurance products that specifically relate to AXA Corporate
Solutions Assurance. These products provide coverage to large national and international corporations. The segment also
includes assistance activities and the group's run-off management activities, managed by AXA Liabilities Managers, including
risks underwritten by AXA RE relating to 2005 and prior underwriting years. Years after 2005 are covered by a treaty ceding
100% of the reinsurance business to Paris Ré.

The Asset Management segment includes diversified asset management (including investment fund management) and related
services, which are provided to a variety of institutional investors and individuals, including AXA's insurance companies.

The Banking segment includes banking activities conducted primarily in France and Belgium.

From 2007 on, the Holding companies segment (that includes all non-operational activities), also includes some financial vehicles
including certain Special-Purpose Entities such as consolidated CDOs, formerly disclosed as part of the segment "Other Financial
Services" which was renamed "Banking". This change was applied retrospectively to all periods presented.

In this document, "Insurance" covers the three insurance segments: Life & Savings, Property & Casualty and International Insurance.
The term "Financial Services" includes both the Asset Management segment and the Banking segment.

260        2008 ANNUAL REPORT

3.1. SEGMENTAL BALANCE SHEET

3.1.1. Assets

    December 31, 2008  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Intangible assets   30,662   7,730   63   4,310   186   345   -   43,297  
Investments   467,113   55,036   9,140   628   5,130   16,861   (26,152)   527,757  
Reinsurer's share in insurance and
investment contracts liabilities		   5,902   2,430   3,691   _   _   _   (278)   11,745  
Other assets & receivables(a)   23,195   2,475   4,776   1,961   22,055   49,550   (13,709)   90,303  
Assets held for sale including discontinued
operations		   394   1   _   _   _   19   _   415  
TOTAL ASSETS   527,267   67,673   17,669   6,900   27,372   66,774   (40,140)   673,516  
Of which:                                  
France   130,042   17,309   -   -   -   -   -   147,351  
United States   103,946   -   -   -   -   -   -   103,946  
United Kingdom   66,445   8,002   -   -   -   -   -   74,447  
Japan   43,714   -   -   -   -   -   -   43,714  
Germany   57,960   9,835   -   -   -   -   -   67,795  
Belgium   26,888   9,582   -   -   -   -   -   36,470  
Switzerland   44,345   6,828   -   -   -   -   -   51,173  
Mediterranean and Latin American Region   34,336   13,098   -   -   -   -   -   47,433  
Other countries   19,591   3,019   17,669   6,900   27,372   66,774   (40,140)   101,186  
TOTAL ASSETS   527,267   67,673   17,669   6,900   27,372   66,774   (40,140)   673,516  

(a) Includes cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.

(b) Includes SPEs and CDOs previously disclosed in the Other Financial services segment which was renamed "Banking".

 

    December 31, 2007  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Intangible assets   27,987   7,538   65   4,522   170   444   -   40,726  
Investments   527,406   56,973   9,238   1,130   5,180   14,414   (16,254)   598,087  
Reinsurer's share in insurance and
investment contracts liabilities		   4,846   2,349   4,380   _   _   _   (261)   11,315  
Other assets & receivables(a)   14,568   809   4,668   2,529   17,818   43,009   (11,282)   72,119  
Assets held for sale including discontinued
operations		   680   _   _   _   _   _   _   680  
TOTAL ASSETS   575,488   67,669   18,351   8,180   23,168   57,866   (27,797)   722,927  
Of which:                                  
France   141,709   17,450   -   -   -   -   -   159,158  
United States   113,521   -   -   -   -   -   -   113,521  
United Kingdom   101,878   10,053   -   -   -   -   -   111,931  
Japan   36,699   -   -   -   -   -   -   36,699  
Germany   58,314   10,325   -   -   -   -   -   68,639  
Belgium   26,648   10,687   -   -   -   -   -   37,335  
Switzerland   41,006   3,826   -   -   -   -   -   44,833  
Mediterranean and Latin American Region   31,595   11,794   -   -   -   -   -   43,389  
Other countries   24,119   3,535   18,351   8,180   23,168   57,866   (27,797)   107,423  
TOTAL ASSETS   575,488   67,669   18,351   8,180   23,168   57,866   (27,797)   722,927  

(a)  Includes cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.

(b)  Includes SPEs and CDOs previously disclosed in the Other Financial services segment which was renamed "Banking".

261

    December 31,2006 Restated (c)  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Intangible assets   27,814   6,228   66   4,834   71   364   -   39,377  
Investments   525,316   54,996   9,770   665   8,472   12,604   (12,621)   599,203  
Reinsurers' share in insurance and
investment contracts liabilities		   5,055   2,269   4,985   _   _   _   (272)   12,038  
Other assets & receivables(a)   18,028   708   4,916   4,469   15,295   41,115   (10,872)   73,658  
Assets held for sale including discontinued
operations		   235   3,098   _   _   _   _   _   3,333  
TOTAL ASSETS   576,449   67,299   19,737   9,967   23,838   54,083   (23,764)   727,609  
Of which:                                  
France   136,092   16,924   -   -   -   -   -   153,016  
United States   120,215   -   -   -   -   -   -   120,215  
United Kingdom   107,125   10,135   -   -   -   -   -   117,259  
Japan   39,422   -   -   -   -   -   -   39,422  
Germany   57,847   10,179   -   -   -   -   -   68,026  
Belgium   24,991   10,669   -   -   -   -   -   35,660  
Switzerland   41,342   5,168   -   -   -   -   -   46,510  
Mediterranean and Latin America Region   14,067   10,458   -   -   -   -   -   24,525  
Other countries   35,348   3,766   19,737   9,967   23,838   54,083   (23,764)   122,975  
TOTAL ASSETS   576,449   67,299   19,737   9,967   23,838   54,083   (23,764)   727,609  

(a)  Includes cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.

(b) Includes SPEs and CDOs previously disclosed in the Other Financial services segment which was renamed "Banking".

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

3.1.2. Liabilities

    December 31, 2008  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Liabilities arising from insurance contracts(a)   358,285   47,434   11,072   -   -   -   (319)   416,471  
Liabilities arising from investment contracts(a)   85,896   -   -   -   -   -   -   85,896  
Unearned revenues and unearned fees reserves   2,454   -   -   -   -   -   -   2,454  
Liabilities arising from policyholder's
participation		   13,585   276   _   _   _   _   (1)   13,859  
Derivatives relating to insurance and
investment contracts		   (1,156)   _   (20)   _   _   _   _   (1,176)  
Provisions for risks and charges   4,185   4,154   87   266   177   439   -   9,308  
Financing debt   3,199   340   192   527   495   31,462   (21,702)   14,514  
Deferred tax liabilities   1,987   670   194   93   25   638   -   3,609  
Payables(c)   45,329   11,425   5,782   4,163   26,741   12,760   (18,118)   88,082  
Liabilities from held for sale including
discontinued operations		   _   _   _   _   _   _   _   _  
TOTAL LIABILITIES EXCLUDING
CONSOLIDATED SHAREHOLDERS' EQUITY		   513,763   64,300   17,308   5,050   27,438   45,299   (40,140)   633,018  

(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.

(b) Includes SPEs and CDOs previously disclosed in the Other Financial Services segment which was renamed "Banking".

(c)  Includes €-106 million loss recognized against Other payables. As a reminder, AXA Japan closes its books at the end of September. According to IFRS
principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have been recognized
with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October to December 2008.
This adjustment reflects mainly the further increase of the credit spreads during this period.

262       2008 ANNUAL REPORT

 

    December 31, 2007  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Liabilities arising from insurance contracts(a)   366,487   47,138   11,058   -   -   -   (320)   424,363  
Liabilities arising from investment contracts(a)   111,161   -   -   -   -   -   -   111,161  
Unearned revenues and unearned fees reserves   2,232   -   -   -   -   -   -   2,232  
Liabilities arising from policyholder's
participation		   19,121   205   _   _   _   _   (4)   19,322  
Derivatives relating to insurance and
investment contracts		   (196)   _   9   _   _   _   _   (187)  
Provisions for risks and charges   4,988   2,376   277   207   168   638   -   8,654  
Financing debt   3,218   220   503   550   540   15,923   (10,098)   10,856  
Deferred tax liabilities   4,013   1,043   174   118   (5)   191   -   5,534  
Payables   48,041   11,696   6,194   5,171   22,441   15,841   (17,375)   92,008  
Liabilities from held for sale including
discontinued operations		   61   9   _   _   _   _   _   70  
TOTAL LIABILITIES EXCLUDING
CONSOLIDATED SHAREHOLDERS' EQUITY		   559,125   62,687   18,216   6,046   23,144   32,593   (27,797)   674,014  

(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders

(b)  Includes SPEs and CDOs previously disclosed in the Other Financial Services segment which was renamed "Banking".

 

    December 31,2007 Restated (c)  
(In Euro million)   Llfe &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(b)		   Inter-
segment
eliminations		   TOTAL  
Liabilities arising from insurance contracts(a)   374,506   46,275   11,888   -   -   -   (323)   432,345  
Liabilities arising from investment contracts(a)   100,856   -   543   -   -   -   -   101,399  
Unearned revenues and unearned fees reserves   2,080   -   -   -   -   -   -   2,080  
Liabilities arising from policyholder's
participation		   24,764   184   _   _   _   _   (8)   24,940  
Derivatives relating to insurance and
investment contracts		   (130)   _   (33)   _   _   _   _   (163)  
Provisions for risks and charges   4,788   2,844   307   166   159   580   -   8,845  
Financing debt   2,512   36   454   644   531   13,514   (8,344)   9,347  
Deferred tax liabilities   4,978   1,526   193   102   -   62   -   6,861  
Payables   44,651   11,114   6,160   6,596   23,101   13,217   (14,861)   89,976  
Liabilities from held for sale including
discontinued operations		   _   1,812   _   _   _   _   _   1,812  
TOTAL LIABILITIES EXCLUDING
CONSOLIDATED SHAREHOLDERS' EQUITY		   559,005   63,789   19,513   7,508   23,792   27,373   (23,536)   677,443  
OF WHICH WINTERTHUR
TOTAL LIABILITIES EXCLUDING
SHAREHOLDERS' EQUITY		   93,669   14,787   1,612   4   2,885   2,018   (3,763)   111,212  

(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.

(b)  Includes SPEs and CDOs previously disclosed in the Other Financial Services segment which was renamed "Banking".

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

263

3.2. SEGMENTAL CONSOLIDATED STATEMENT OF INCOME

    December 31, 2008  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(a)		   Inter-
segment
eliminations		   TOTAL  
Gross written premiums   56,127   26,107   2,744   -   -   -   (316)   84,662  
Fees and charges relating to investment
contracts with no participating features		   662   _   _   _   _   _   _   662  
Revenues from insurance activities   56,789   26,107   2,744   -   -   -   (316)   85,324  
Net revenues from banking activities   -   -   -   -   388   9   13   409  
Revenues from other activities   1,246   102   236   4,342   13   -   (451)   5,488  
TOTAL REVENUES   58,035   26,209   2,980   4,342   401   9   (754)   91,221  
Change in unearned premiums net
of unearned revenues and fees		   (348)   (244)   272   _   _   _   (1)   (321)  
Net investment income   18,533   2,261   593   285   (1)   816   (724)   21,762  
Net realized investment gains and losses   (558)   472   31   (13)   -   (104)   -   (173)  
Change in fair value of other investments
at fair value through profit or loss(b)		   (51,579)   (775)   (77)   (543)   _   1,000   (19)   (51,994)  
Of which change in fair value of assets
with financial risk borne by policyholders		   (43,687)   _   _   _   _   _   _   (43,687)  
Change in investments impairment   (3,923)   (1,543)   (64)   -   -   (133)   -   (5,663)  
Net investment result excluding financing
expenses		   (37,528)   414   483   (272)   (1)   1,578   (743)   (36,068)  
Technical charges relating to insurance
activities		   (15,213)   (16,662)   (2,691)   _   _   _   227   (34,338)  
Net result from outward reinsurance   913   (780)   (362)   -   -   -   132   (97)  
Bank operating expenses   -   -   -   -   (64)   5   -   (59)  
Acquisition costs   (3,574)   (4,806)   (293)   -   -   -   20   (8,653)  
Amortization of the value of purchased
business in force		   (393)   _   _   _   _   _   _   (393)  
Administrative expenses   (3,573)   (2,677)   (389)   (2,924)   (367)   (651)   342   (10,238)  
Change in tangible assets impairment   (3)   (1)   -   -   -   -   -   (5)  
Change in goodwill impairment and
other intangible assets impairment		   (32)   (91)   _   _   (3)   _   _   (126)  
Other income and expenses   (147)   (5)   87   (203)   21   409   (14)   148  
Other operating income and expenses   (22,022)   (25,021)   (3,647)   (3,127)   (413)   (237)   707   (53,761)  
Income from operating activities before tax   (1,863)   1,358   87   943   (13)   1,349   (791)   1,070  
Income arising from investments
in associates - Equity method		   18   5   _   (2)   _   _   _   21  
Financing debts expenses   (74)   (10)   (21)   (45)   (27)   (1,299)   791   (685)  
Operating income before tax   (1,919)   1,353   66   896   (40)   50   -   406  
Income tax   1,499   (373)   38   (241)   4   (98)   -   830  
Net operating result   (420)   980   104   656   (36)   (48)   -   1,236  
Result from discontinued operations net of tax   -   -   -   -   -   -   -   -  
Net consolidated income   (420)   980   104   656   (36)   (48)   -   1,236  
Split between:                                  
Net consolidated income - Group share   (446)   926   103   396   (38)   (19)   -   923  
Net consolidated income - Minority interests   26   54   2   259   1   (29)   -   313  

(a)  Includes SPEs and CDOs previously in the Other Financial Services segment which was renamed "Banking".

(b)  Includes €-106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at the end of September.
According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would
have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October
to December 2008. This adjustment reflects mainly the further increase of the credit spreads during this period.

264       2008 ANNUAL REPORT

   
 December 31, 2007 
  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(a)		   Inter-
segment
eliminations		   TOTAL  
Gross written premiums   57,807   25,101   3,497   -   -   -   (289)   86,116  
Fees and charges relating to investment
contracts with no participating features		   740   _   _   _   _   _   _   740  
Revenues from insurance activities   58,548   25,101   3,497   _   _   _   (289)   86,857  
Net revenues from banking activities   _   _   _   _   369   6   (39)   336  
Revenues from other activities   1,332   79   205   5,283   5   1   (465)   6,441  
TOTAL REVENUES   59,879   25,180   3,703   5,283   374   7   (793)   93,633  
Change in unearned premiums net
of unearned revenues and fees		   (278)   (362)   28   _   _   _   _   (612)  
Net investment income   14,898   2,059   353   78   4   675   (598)   17,470  
Net realized investment gains and losses   4,196   953   _   8   _   107   _   5,264  
Change in fair value of other investments
at fair value through profit or loss		   4,691   (75)   38   (22)   _   (550)   3   4,084  
Of which change in fair value of assets
with financial risk borne by policyholders		   7,468   _   _   _   _   _   8   7,476  
Change in investments impairment   (655)   (251)   (6)   _   _   (14)   _   (927)  
Net investment result excluding financing
expenses		   23,129   2,687   385   64   4   217   (595)   25,891  
Technical charges relating to insurance
activities		   (70,595)   (16,723)   (2,527)   _   _   _   254   (89,592)  
Net result from outward reinsurance   32   (599)   (553)   _   -   -   74   (1,046)  
Bank operating expenses   _   _   _   _   (55)   (2)   _   (57)  
Acquisition costs   (3,744)   (4,652)   (319)   _   _   _   10   (8,705)  
Amortization of the value of purchased
business in force		   (357)   _   _   _   _   _   _   (357)  
Administrative expenses   (3,514)   (2,452)   (351)   (3,647)   (322)   (529)   351   (10,462)  
Change in tangible assets impairment   _   3   _   _   _   _   _   2  
Change in goodwill impairment and
other intangible assets impairment		   (58)   (89)   _   _   (1)   _   _   (148)  
Other income and expenses   (231)   (24)   31   (251)   33   (70)   114   (397)  
Other operating income and expenses   (78,465)   (24,536)   (3,718)   (3,898)   (344)   (601)   803   (110,760)  
Income from operating activities before tax   4,265   2,969   396   1,449   34   (377)   (584)   8,152  
Income arising from investments
in associates - Equity method		   6   5   1   _   _   2   _   13  
Financing debts expenses   (91)   (13)   (22)   (39)   (26)   (864)   583   (471)  
Operating income before tax   4,180   2,961   375   1,411   8   (1,239)   (1)   7,695  
Income tax   (994)   (693)   (129)   (424)   (1)   458   1   (1,783)  
Net operating result   3,186   2,267   245   987   7   (781)   _   5,911  
Result from discontinued operations net of tax   _   _   _   _   _   480   _   480  
Net consolidated income   3,186   2,267   245   987   7   (301)   _   6,391  
Split between:                                  
Net consolidated income - Group share   2,899   2,218   243   588   6   (287)   _   5,666  
Net consolidated income - Minority interests   287   49   3   399   1   (14)   _   725  

(a) Includes SPEs and CDOs previously in the Other Financial Services segment which was renamed "Banking".

265

    December 31,2006 Restated(b)  
(In Euro million)   Life &
Savings		   Property &
Casualty		   International
Insurance		   Asset
Management		   Banking   Holdings
companies(a)		   Inter-
segment
eliminations		   TOTAL  
Gross written premiums   48,275   19,548   3,625   -   -   -   (149)   71,299  
Fees and charges relating to investment
contracts with no participating features		   608   _   _   _   _   _   _   608  
Revenues from insurance activities   48,883   19,548   3,625   -   -   -   (149)   71,907  
Net revenues from banking activities   -   -   -   -   394   4   (22)   376  
Revenues from other activities   1,076   52   186   4,781   6   -   (417)   5,684  
TOTAL REVENUES   49,959   19,600   3,811   4,781   400   4   (588)   77,966  
Change in unearned premiums net
of unearned revenues and fees		   (229)   (139)   (84)   _   _   _   _   (452)  
Net investment income   12,125   1,562   300   85   -   540   (429)   14,184  
Net realized investment gains and losses   3,443   594   132   50   -   6   -   4,225  
Change in fair value of other financial
instruments designated as at fair value
through profit or loss		   14,687   50   35   47       (482)       14,338  
Of which change in fair value of assets
with financial risk borne by policyholders		   15,158   _   _   _   _   _   _   15,158  
Change in financial instruments impairment   (134)   (47)   (2)   -   -   (9)   -   (192)  
Net investment result excluding financing
expenses		   30,122   2,159   465   182   _   55   (429)   32,555  
Technical charges relating to insurance
activities		   (68,999)   (12,697)   (2,272)   _   _   _   (90)   (83,877)  
Net result from outward reinsurance   (27)   (629)   (893)   -   -   -   99   (1,450)  
Bank operating expenses   -   -   -   -   (89)   11   -   (78)  
Acquisition costs   (3,095)   (3,712)   (300)   -   -   -   (2)   (7,108)  
Amortization of the value of purchased
business in force		   (274)   _   _   _   _   _   _   (274)  
Administrative expenses   (2,822)   (1,826)   (345)   (3,288)   (305)   (409)   290   (8,705)  
Change in tangible assets impairment   7   11   -   -   -   1   -   18  
Change in goodwill impairment and
other intangible assets impairment		   _   _   (12)   _   _   _   _   (12)  
Other income and expenses   (166)   (18)   4   (264)   16   (206)   116   (518)  
Other operating income and expenses   (75,375)   (18,872)   (3,819)   (3,552)   (378)   (603)   594   (102,004)  
Income from operating activities before tax   4,477   2,748   374   1,412   22   (544)   (423)   8,066  
Income arising from investments
in associates - Equity method		   12   22   _   _   _   _   _   34  
Financing debts expenses   (106)   (8)   (22)   (33)   (23)   (704)   423   (473)  
Operating income before tax   4,383   2,762   352   1,379   (1)   (1,248)   -   7,626  
Income tax   (1,285)   (769)   (105)   (362)   12   518   -   (1,991)  
Net operating result   3,098   1,993   247   1,017   11   (730)   -   5,635  
Result from discontinued operations net of tax   77   45   -   -   -   -   -   123  
Net consolidated income   3,175   2,038   247   1,017   11   (730)   -   5,758  
Split between:                                  
Net consolidated income - Group share   2,957   1,977   244   610   10   (712)   -   5,085  
Net consolidated income - Minority interests   218   61   3   407   1   (17)   -   673  

(a)  Includes SPEs and CDOs previously disclosed in the Other Financial Services segment which was renamed "Banking".

(b) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

266       2008 ANNUAL REPORT

NOTE 4 > FINANCIAL AND INSURANCE RISK MANAGEMENT

All of the following paragraphs form an integral part of the Group financial statements. They appear in Section 4.2 "Quantitative
and Qualitative Disclosures About Market Risk and Risk Factors" and Section 2.4 "Liquidity and capital resources" sections of
this Annual Report:

4.1. RISK MANAGEMENT ORGANIZATION

Please refer to pages 206 to 207 of the "Quantitative and Qualitative Disclosures About Market Risk and Risk Factors" section.

4.2. MARKET RISKS (INCLUDING SENSITIVITY ANALYSES)

Please refer to pages 208 to 217 of the "Quantitative and Qualitative Disclosures About Market Risk and Risk Factors" section.

4.3. CREDIT RISK

Please refer to pages 218 to 221 of the "Quantitative and Qualitative Disclosures About Market Risk and Risk Factors" section,
except for the breakdown of CDS by underlying debt securities' rating on page 220.

4.4. INSURANCE RISK

Please refer to pages 222 to 225 of the "Quantitative and Qualitative Disclosures About Market Risk and Risk Factors" section.

4.5. LIQUIDITY AND CAPITAL RESOURCES

Please refer to pages 111 to 116, "Liquidity and capital resources" section.

267

NOTE 5 > GOODWILL

5.1. GOODWILL

An analysis of goodwill is presented in the table below:

(in Euro million)   Transaction
year		   Gross value December 31, 2008   Accumulated Impairment December 31, 2008   Net value December 31, 2008   Gross value December 31, 2007   Accumulated Impairment December 31, 2007   Net value December 31, 2007   Gross value December 31, 2006 Restated(a)   Accumulated Impairment December 31, 2006   Net value December 31, 2006 Restated(a)  
Oyak (minority buyout)   2008   247   -   247   -   -   -   -   -   -  
Seguros ING   2008   479   -   479   -   -   -   -   -   -  
Quadrifoglio   2008   68   -   68   -   -   -   -   -   -  
AXA-MPS Vita and Danni   2007   487   -   487   465   -   465   -   -   -  
Alpha Insurance   2007   123   -   123   123   -   123   -   -   -  
ELLA Bank   2007   59   -   59   53   -   53   -   -   -  
Bluefin Insurance Group Ltd
(previously Venture
Preference limited)(c)		   2007 & 2008   241   -   241   246   -   246   -   -   -  
Swiftcover   2007   218   -   218   321   -   321   -   -   -  
Bluefin Advisory Services
Limited (previously
Thinc Group)(c)		   2006 & 2008   122   -   122   58   -   58   -   -   -  
Winterthur   2006   2,649   -   2,649   2,574   -   2,574   2,793   -   2,793  
MLC   2006   110   -   110   103   -   103   116   -   116  
AXA Framlington   2005   68   -   68   87   -   87   87   -   87  
Seguro Directo   2005   31   -   31   31   -   31   31   -   31  
MONY   2004   192   -   192   182   -   182   220   -   220  
IPAC   2002   174   -   174   210   -   210   191   -   191  
AXA Equity & Law   2001   266   -   266   348   -   348   385   -   385  
Sterling Grace   2001   103   -   103   128   -   128   130   -   130  
AXA Financial, Inc.
(minority buyout)		   2000   2,712   -   2,712   2,571   -   2,571   2,885   -   2,885  
SanfordC. Bernstein(b)   2000   3,055   -   3,055   3,219   -   3,219   3,574   -   3,574  
SLPH (AXA UK Holdings)
(minority buyout)		   2000   1,109   -   1,109   1,388   -   1,388   1,541   -   1,541  
Nippon Dantaï
(AXA Nichidan)(d)		   2000   1,456   76   1,381   1,119   59   1,060   1,225   64   1,161  
AXA China Region
(minority buyout)		   2000   234   -   234   218   -   218   246   -   246  
AXA Aurora
(minority buyout)		   2000   120   -   120   120   -   120   120   -   120  
AXA Rosenberg   1999   99   -   99   93   -   93   112   -   112  
Guardian Royal Exchange
(Albingia)		   1999   629   -   629   676   -   676   695   -   695  
Royale Belge   1998   452   -   452   452   -   452   547   33   514  
UAP   1997   646   -   646   705   -   705   631   -   631  
Others       893   1   892   878   1   878   683   14   669  
TOTAL       17,042   76   16,965   16,367   59   16,308   16,213   112   16,101  
Of which:                                          
Life & Savings       8,217   76   8,142   7,576   59   7,517   7,980   64   7,916  
Property & Casualty       4,636   1   4,635   4,352   1   4,352   3,619   35   3,584  
International Insurance       14   -   14   7   -   7   15   12   3  
Asset Management       4,047   -   4,047   4,199   -   4,199   4,505   -   4,505  
Others       128   -   128   233   -   233   94   -   94  

In this table, goodwills exclude goodwills related to entities accounted for the equity method (in 2008, Reso Garantia and Kyobo AXA Investment Managers
Limited. See Note 10).

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b)  Includes the goodwill in connection with the put to re-purchase units of the former shareholders of Sanford C. Bernstein.

(c)  Includes the goodwill of SBJ group.

(d) Following a revaluation of deferred tax assets booked at the time of the Nippon Dantaï acquisition, goodwill was reduced by an equivalent amount
(€70 million in 2005, equivalent to €76 million at December 31, 2008 due to change in foreign exchange).

268        2008 ANNUAL REPORT

At December 31, 2008, the main contributors in terms of cash generating units to the:

•   Life & Savings net goodwill of €8,142 million were the United States (€2,513 million), Japan (€1,807 million), the United Kingdom
(€1,330 million) and the Mediterranean and Latin American Region (€756 million).

•   Property & Casualty net goodwill (€4,635 million) were the Mediterranean and Latin American Region (€1,456 million), the
United Kingdom (€1,251 million), Germany (€902 million) and Belgium (€563 million).

•  Asset Management net goodwill (€4,047 million) was AllianceBernstein (€3,712 million).

 

Goodwill presented in the table above also includes the balancing entry for the revaluation of minority interests relating to buyout
commitments recognized as liabilities under the "Minorities of controlled investments funds and puttable instruments held by
minority interest holders" caption:

•  The amount relating to the puts owned by minority shareholders in Sanford C. Bernstein and presented in the Sanford C.
Bernstein item of the above table totaled €7 million at December 31, 2008 (€328 million at December 31, 2007 and €785 million
at December 31, 2006).

•  The amount relating to the puts owned by minority shareholders in former Winterthur subsidiaries in Central and Eastern Europe
and presented in the Winterthur item of the above table totaled €81 million at December 31, 2008 (€81 million at December 31,
2007 and €71 million at December 31, 2006).

5.2. CHANGE IN GOODWILL

5.2.1. Goodwill - Change in gross value

(in Euro million)   Gross value
January 1, 2008		   Acquisitions during
the period		   Disposals during
the period		   Goodwill
adjustments		   Currency
translation
adjustment		   Other
changes(a)		   Gross value
December 31, 2008		  
Oyak (minority buyout)   -   278   -   -   (31)   -   247  
Seguros ING   -   561   -   -   (82)   -   479  
Quadrifoglio   -   68   -   -   -   -   68  
AXA MPS Vita and Danni   465   22   -   -   -   -   487  
Alpha Insurance   123   -   -   -   -   -   123  
ELLA Bank   53   7   -   2   (3)   -   59  
Bluefin Insurance Group Ltd (previously Venture Preference limited) (b)   246   63   -   1   (68)   -   241  
Swiftcover   321   -   -   (34)   (70)   -   218  
Bluefin Advisory Services Limited (previously Thinc Group) (b)   58   94   -   -   (29)   -   122  
Winterthur   2,574   19   -   11   44   -   2,649  
MLC   103   -   -   -   7   -   110  
AXA Framlington   87   -   -   -   (20)   -   68  
Seguro Directo   31   -   -   -   -   -   31  
Mony   182   -   -   -   10   -   192  
IPAC   210   -   -   -   (33)   (2)   174  
AXA Equity & Law   348   -   -   -   (81)   -   266  
Sterling Grace   128   -   -   -   (26)   -   103  
AXA Financial, Inc. (minority buyout)   2,571   -   -   (2)   143   -   2,712  
Sanford C. Bernstein   3,219   -   -   (3)   161   (322)   3,055  
SLPH (AXA UK Holdings) (minority buyout)   1,388   -   -   -   (279)   -   1,109  
Nippon Dantaï (AXA Nichidan)   1,119   10   -   -   327   -   1,456  
AXA China Region (minority buyout)   218   -   -   -   16   -   234  
AXA Aurora (minority buyout)   120   -   -   -   -   -   120  
AXA Rosenberg   93   -   -   -   6   -   99  
Guardian Royal Exchange   676   -   -   -   (47)   -   629  
Royale Belge   452   -   -   -   -   -   452  
UAP   705   -   -   -   (59)   -   646  
Others   878   19   -   5   (57)   47   893  
TOTAL   16,367   1,141   -   (20)   (169)   (277)   17,042  
Of which:                              
Life & Savings   7,576   393   -   125   76   48   8,217  
Property & Casualty   4,353   733   -   (34)   (412)   (3)   4,636  
International Insurance   7   8   -   (1)   -   -   14  
Asset Management   4,199   -   -   (5)   175   (322)   4,047  
Others   233   8   -   (105)   (7)   -   128  

(a)  Includes the impact of exercises and revaluations of minority interest buyout commitments.

(b)  Includes the goodwill of SBJ group.

269

(in Euro million)   Gross value
January 1, 2007		   Acquisitions during
the period		   Disposals during the period   Goodwill
adjustments		   Currency
translation
adjustment		   Other
changes(a)		   Gross value
December 31, 2007		  
AXA MPS Vita and Danni   -   465   -   -   -   -   465  
Alpha Insurance   -   123   -   -   -   -   123  
ELLA Bank   -   54   -   -   (1)   -   53  
Bluefin Insurance Group Ltd (previously Venture Preference limited)   -   264   -   -   (17)   -   246  
Swiftcover   -   344   -   -   (23)   -   321  
Bluefin Advisory Services Limited (previously Thinc Group)   -   62   -   -   (4)   -   58  
Winterthur(b)   2,793   -   (160)   4   (67)   4   2,574  
MLC   116   -   -   -   (13)   -   103  
AXA Framlington   87   -   -   -   -   -   87  
Seguro Directo   31   -   -   -   -   -   31  
Mony   220   -   -   (16)   (22)   -   182  
IPAC   191   12   -   6   (1)   3   210  
AXA Equity & Law(b)   385   -   (5)   -   (32)   -   348  
Sterling Grace   130   -   -   -   (2)   -   128  
AXA Financial, Inc. (minority buyout)   2,885   -   -   (11)   (303)   -   2,571  
Sanford C. Bernstein   3,574   -   -   (14)   (378)   38   3,219  
SLPH (AXA UK Holdings) (minority buyout)   1,541   -   -   (33)   (120)   -   1,388  
Nippon Dantaï (AXA Nichidan)   1,225   -   -   -   (106)   -   1,119  
AXA China Region (minority buyout)   246   -   -   -   (28)   -   218  
AXA Aurora (minority buyout)   120   -   -   -   -   -   120  
AXA Rosenberg   112   -   -   -   (19)   -   93  
Guardian Royal Exchange   695   -   -   -   (18)   -   676  
Royale Belge(b)   547   -   (96)   -   -   -   452  
UAP(c)   631   96   -   -   (23)   -   705  
Others   683   155   (1)   79   (32)   (6)   878  
TOTAL 2007   16,213   1,573   (261)   14   (1,209)   38   16,367  
TOTAL 2006   13,670   3,221   (1)   2   (943)   264   16,213  
                               
TOTAL 2007   16,213   1,573   (261)   14   (1,209)   38   16,367  
Of which:                              
Life & Savings   7,980   445   (179)   (49)   (624)   3   7,576  
Property & Casualty   3,619   916   (83)   -   (109)   10   4,353  
International Insurance   15   4   -   -   -   (12)   7  
Asset Management   4,505   155   -   (26)   (473)   38   4,199  
Others   94   54   -   88   (3)   -   233  

(a)  Includes the impact of exercises and revaluations of minority interest buyout commitments.

(b) The decrease in 2007 corresponds to the disposal of the Netherlands operations.

(c) The increase is due to the minority buyout of AXA Konzern AG.

270       2008 ANNUAL REPORT

5.2.2. Goodwill - Change in impairment

(in Euro million)   Cumulative impairment
January 1, 2008		   Increase in impairment
during the period		   Increase in impairment
relating to goodwill
created on acquisitions during the period		   Write back of
impairment
of goodwill
sold during
the period		   Accumulated impairment
losses transferred out
relating to goodwill
transferred in the
"held for sale" category		   Currency
translation
adjustment		   Other
changes		   Cumulative
impairment
December 31, 2008		  
Nippon Dantaï (AXA Nichidan)   59   -   -   -   -   17   -   76  
Others   1   -   -   -   -   -   -   1  
TOTAL   59   -   -   -   -   17   -   76  
Of which:                                  
Life & Savings   59   -   -   -   -   17   -   76  
Property & Casualty   1   -   -   -   -   -   -   1  
International Insurance   -   -   -   -   -   -   -   -  
Asset Management   -   -   -   -   -   -   -   -  
Others   -   -   -   -   -   -   -   -  

(in Euro million)   Cumulative impairment
January 1, 2007		   Increase in impairment
during the period		   Increase in impairment
relating to goodwill
created on acquisitions
during the period		   Write back of
impairment
of goodwill
sold during
the period		   Accumulated impairment
losses transferred out
relating to goodwill
transferred in the
"held for sale" category		   Currency
translation
adjustment		   Other
changes		   Cumulative
impairment
December 31, 2007		  
Nippon Dantaï (AXA Nichidan)   64   -   -   -   -   (6)   -   59  
Royale Belge(a)   33   -   -   (33)   -   -   -   -  
Others   14   -   -   -   -   -   (13)   1  
TOTAL 2007   112   -   -   (33)   -   (6)   (13)   59  
TOTAL 2006   111   -   -   -   -   (6)   7   112  
                                   
TOTAL 2007   112   -   -   (33)   -   (6)   (13)   59  
Of which:                                  
Life & Savings   64   -   -   -   -   (6)   -   59  
Property & Casualty   35   -   -   (33)   -   -   (1)   1  
International Insurance   12   -   -   -   -   -   (12)   -  
Asset Management   -   -   -   -   -   -   -   -  
Others   -   -   -   -   -   -   -   -  

(a) The decrease in 2007 corresponds to the disposal of the Netherlands operations.

An impairment loss is recognized for a cash-generating unit if, and only if, the recoverable amount of the unit or group of units
is less than the carrying amount of the unit or group of units. The recoverable amount of each cash generating unit or group of
units is the higher of (i) the cash generating unit or group of units' fair value less costs to sell and (ii) its value in use.

Fair value includes quotations when available and/or relevant or valuation techniques incorporating observable market data, adjusted
when necessary to take into account control premia. Value in use calculations are also based on valuation techniques.

For Life & Savings businesses, such valuation techniques include discounted cash flows taking into account:

• the current shareholders' net asset value plus future profitability on business in force.

Such techniques (embedded value types of methodologies) are industry specific valuation methods which are consistent with
the principles of discounted earnings approaches as the value of business in force results from the projection of distributable
earnings. The current shareholders' net asset value is adjusted to take into account any difference between the basis of cash
flows projections used in the value of business in force calculations and IFRS.

• and profitability on future new business.

The value of new business is computed either on the basis of multiples of a standardized year of new business contribution
(present value of projected future distributable profits generated from business written in a year) or on a projection of each of
the expected annual future earnings when multiples are not appropriate because of future growth specific patterns.

271

Key assumptions include expected growth, expenses, cost of capital, future investment margins, first assessed on a risk free
basis (basic test) and then on the basis of illustrative investment assumptions suitable for a traditional embedded value approach
if the previous recoverable value is lower than the carrying amount.

For each group of units of the Property & Casualty and Asset Management businesses, the calculation uses cash flow projections
based on business plans approved by management covering a three to five year period and a risk adjusted discount rate. Cash
flows beyond that period have been extrapolated using a steady growth rate and terminal value.

The results of these projections exceed the carried amount of each of the generating unit or group of units. However, given current
market conditions, the amount of excess has decreased significantly, in particular in the US Life & Savings and asset management
markets, and in the UK Life & Savings market. To the extent that securities valuations remain depressed for prolonged periods
of time and market conditions stagnate or worsen as a result of the global financial crisis, revenues, profitability, new business
volumes, assets under management would likely be adversely affected. In addition, the future cash flow expectations and other
assumptions underlying management's current business plans could be negatively impacted by other risks to which the Group's
business is subject. As a result, subsequent impairment tests may be based upon different assumptions and future cash flow
projections, which may result in an impairment of these assets in the foreseeable future.

5.3. OTHER INFORMATION RELATING TO GOODWILL

Goodwill is mainly attributable to the following business combinations and entities:

5.3.1. Acquisitions during the period

The main acquisitions of the year 2008 were the following:

•   On February 6, 2008, AXA announced it had reached an agreement to acquire OYAK's 50% share in AXA OYAK Holding
A.S. ("AXA OYAK"), a joint-venture company established by AXA and OYAK in 1999. Under the terms of the agreement, AXA
paid a purchase price of $525 million (approximately €354 million) in cash for OYAK's 50% share in AXA OYAK (in addition,
according to the same agreement, AXA OYAK Holding bought, for $15 million (approximately €9 million), the 1.5% interest that
Mais Motors, an OYAK joint venture company, holds in AXA OYAK's non-life subsidiary. The transaction closed on August 12,
2008.

At December 31, 2008, the goodwill had a net value of €247 million.

 

•   On March 19, 2008, AXA UK completed the purchase of 100% of the share capital of SBJ Group. The acquisition of SBJ will
complement and enhance AXA's UK advisory and broking capability, bringing a number of strengths to the Group, including
increased scale, a wider national presence and access to new market areas.

At December 31, 2008, the goodwill had a net value of €103 million.

 

•   On June 30, 2008 the agreement on the sale by Banca MPS to AXA MPS Assicurazioni Vita, of 100% of Quadrifoglio Vita's
shares, was concluded (purchase price of €142 million). The closing of the transaction occurred on December 12, 2008. The
purchase accounting was completed with an opening balance sheet as of December 31, 2008 and gave rise to a goodwill of
€68 million. No other material intangibles were recognized.

At December 31, 2008, the goodwill had a net value of €68 million.

 

•  On July 22, 2008, AXA acquired 100% of the share capital of Seguros ING, the Mexican insurance subsidiary of ING, for
$1.5 billion (€959 million). The purchase accounting was completed with an opening balance sheet as of July 1, 2008 and
gave rise to a goodwill and an intangible (VBI) of respectively to €564 million and €48 million.

At December 31, 2008, the goodwill had a net value of €479 million.

272        2008 ANNUAL REPORT

Assets and liabilities at the acquisition dates of Seguros ING, Quadrifoglio and SBJ totaled:

(in Euro million)  
At acquisition date		   Fair value of assets and liabilities  
Deferred acquisition costs and equivalent   81  
Intangible assets   95  
Investments   3,164  
Other assets   1,522  
Assets held for sale including discontinued operations   -  
TOTAL ASSETS (EXCLUDING GOODWILL)   4,863  
Liabilities arising from insurance and investment contracts   3,859  
Provisions for risks and charges   44  
Other payables   455  
Liabilities held for sale including discontinued operations   -  
TOTAL LIABILITIES   4,358  
Total Net Asset Value   505  
Minority interests   -  
Total Net Acquired Asset Value   505  
ACQUISITION COST      
Share purchase price   1,246  
Deferred consideration   15  
Cost attributable   -  
Acquisition cost   1,261  
Goodwill   756  

Note that all amounts in the above table are converted at acquisition dates' foreign exchange rates.

5.3.2. Transactions of recent past periods

Acquisition of Alpha Insurance (2007)

On March 28, 2007, AXA and Alpha Bank, Greece's second largest bank, signed a long-term exclusive agreement to pursue and
strengthen the existing bancassurance partnership for €255 million.
At December 31, 2008, the goodwill had a net value of €123 million.

Acquisition of Thinc Group (renamed Bluefin Advisory Services Limited from December 31, 2008) (2007)

On November 10, 2006, AXA UK completed the acquisition of Thinc Group, by increasing its stake to 100% for €51 million. This
company's main business is brokerage of Life & Savings products.
At December 31, 2008, the goodwill had a net value of €44 million.

Acquisition of Venture Preference limited

(renamed Bluefin Insurance Group Ltd from December 31, 2008) (2007)

In 2007, AXA UK acquired a 95.4% interest in insurance brokers Stuart Alexander, Layton Blackham and Smart & Cook for
€282 million. These three companies operate under the same structure, Venture Preference Limited, retaining their status as
independent Property & Casualty insurance brokers. In 2008, AXA UK completed the acquisition by increasing its stake to
97.8%.
At December 31, 2008, the goodwill had a net value of €178 million.

Acquisition of Swiftcover (2007)

On March 22, 2007, AXA UK acquired the UK's only 100% online insurer, Swiftcover, jointly owned by international insurer Primary
Group and Swiftcover's management for €359 million.
At December 31, 2008, the goodwill had a net value of €218 million.

273

Acquisition of Kyobo Auto (2007)

On May 22, 2007, AXA acquired 75% of Kyobo Auto for an amount of KRW 88 billion (€70 million). At the end of 2007, the Group's
ownership had reached 90% following the buyback of minority interests.
At December 31, 2008, the goodwill had a net value of €43 million.

Acquisition of ELLA Bank (2007)

On July 27, 2007, AXA Holdings Belgium SA acquired 100% of the Hungarian retail bank ELLA and its affiliates for
€123 million.
At December 31, 2008, the goodwill had a net value of €59 million.

Acquisition of MPS Vita and MPS Danni (2007)

On October 19, 2007, AXA, as part of a long-term agreement with BMPS in life and non-life bancassurance as well as in pension
business in Italy, acquired 50% of MPS Vita (Life & Savings) and MPS Danni (Property & Casualty), and 50% of BMPS open
pension funds business.
At December 31, 2008, the goodwill had a net value of €487 million.

Acquisition of Winterthur (2006)

On December 22, 2006, AXA acquired 100% of Winterthur for €7.9 billion.
At December 31, 2008, the goodwill had a net value of €2,649 million.

Acquisition of MLC Hong Kong and Indonesia (2006)

On May 8, 2006, AXA Asia Pacific Holdings (AXA APH) acquired MLC Hong Kong and MLC Indonesia for €340 million.
At December 31, 2008, the goodwill had a net value of €110 million.

Acquisition of Citadel (2006)

On March 1, 2006, AXA Canada acquired Citadel for €221 million.
At December 31, 2008, the goodwill had a net value of €83 million.

Buyout of minorities - AXA Konzern AG (2007 and 2006)

On July 5, 2007, AXA finalized definitive settlements with all claimants in litigations seeking nullity and avoidance (Nichtigkeits- und
Anfechtungsklagen) of the squeeze-out resolutions adopted by the general meetings of AXA Konzern AG and Kölnische
Verwaltungs-AG für Versicherungswerte AG on July 20 and July 21, 2006, respectively. In parallel, AXA Konzern finalized in 2007
the squeeze-out of the minority shareholders of its life insurance companies AXA Lebensversicherung AG (0.86% of the share
capital) and Deutsche Ärzteversicherung AG (2.13% of the share capital). These squeeze-out resolutions are now effective and
AXA holds 100% of the shares of these four subsidiaries.

Following registration of these squeeze-outs, further litigation with minority shareholders on valuation issues is expected in a
compensation review procedure (Spruchverfahren) under German law.

The total investment to reach a 100% ownership in AXA Konzern, KVAG, AXA Lebensversicherung and Deutsche Ärzteversicherung
starting from the situation as at January 1, 2006 amounted to €367 million.

At December 31, 2008, the additonal goodwill generated by these transactions had a net value of €188 million.

Buyout of minorities - Tynan Mackenzie (2006)

On September 27, 2006, AXA Asia Pacific Holdings (AXA APH) acquired 66.7% of Tynan Mackenzie for €99 million.
AXA APH had acquired a 33.3% stake in Tynan Mackenzie in January 2002 for €16 million.
At December 31, 2008, the goodwill had a net value of €82 million.

274        2008 ANNUAL REPORT

NOTE 6 > VALUE OF PURCHASED LIFE BUSINESS IN-FORCE

The change in Value of Business ln-force ("VBI") in the Life & Savings segment was as follows:

(in Euro million)       2008   2007   2006 Restated(a)(b)
Gross carrying value as at January 1       7,449   8,110   5,760
Accumulated amortization and impairment       (2,809)   (2,686)   (2,444)
Shadow accounting on VBI       (266)   (394)   (694)
Net carrying value as at January 1       4,373   5,030   2,623
VBI capitalization       6   7   7
Capitalized interests       134   155   135
Amortization and impairment for the period       (533)   (519)   (416)
Changes in VBI amortization, capitalization and impairment       (393)   (357)   (274)
Change in shadow accounting on VBI       155   111   291
Currency translation       173   (278)   (123)
Acquisitions and disposals of subsidiaries and portfolios       103   (133)   2,513
Net carrying value as at December 31       4,410   4,373   5,030
Gross carrying value as at December 31       7,848   7,449   8,110
Accumulated amortization and impairment       (3,292)   (2,809)   (2,686)
Shadow accounting on VBI       (146)   (266)   (394)

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

 

The impact of acquisitions and disposals of subsidiaries and portfolios amounted to:

•  €103 million in 2008, driven by the acquisitions of Seguros ING (Mexico) (€56 million) and of the financial advisor Genesys
(Asia/Pacific) (€46 million).

•  €-133 million in 2007 as the acquisition of AXA-MPS Vita and Danni (€105 million) was more than offset by the disposal of the
Netherlands operations (€-238 million).

•  €2,513 million in 2006 mainly driven by the acquisition of Winterthur (€2,307 million) and MLC Hong Kong (€248 million).

275

NOTE 7 > DEFERRED ACQUISITION COSTS AND EQUIVALENT

7.1. BREAKDOWN OF DEFERRED ACQUISITION COSTS (DAC) AND
EQUIVALENT

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Net deferred acquisition costs relating to Life & Savings(a)   15,867   14,045   13,653  
Net rights to future managements fees(b)   1,074   1,236   1,152  
Shadow accounting on DAC   85   (291)   (606)  
Deferred acquisition costs and equivalent relating to Life & Savings   17,026   14,990   14,199  
Deferred acquisition costs and equivalent relating to Property & Casualty
and International Insurance		   1,739   1,767   1,697  
Net deferred acquisition costs and equivalent   18,765   16,757   15,896  

(a) Applicable to Life & Savings insurance contracts and investment contracts with discretionary participation features according to IFRS 4. Amounts net of
accumulated amortization.

(b) Applicable to investment contracts with no discretionary participation features.

7.2. ROLLFORWARD OF DEFERRED ACQUISITION COSTS AND EQUIVALENT
- LIFE & SAVINGS

Changes in deferred acquisition costs and equivalent for Life & Savings were as follows:

    December 31, 2008   December 31, 2007   December 31, 2006(c)  
(in Euro million)   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future
management fees(b)		   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future
management fees(b)		   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future management fees(b)  
Life & Savings deferred acquisition costs
and equivalent net carrying value as
at January 1		   13,754   1,236   13,047   1,152   12,360   960  
Amortization and impairment for the period   (2,000)   (125)   (2,121)   (180)   (1,956)   (92)  
Capitalized interests for the period   650   -   639   -   623   -  
DAC and similar costs capitalization
for the period		   2,667   250   3,104   362   2,501   265  
Changes in amortization, capitalization
and impairment		   1,317   126   1,622   183   1,168   173  
Shadow accounting on DAC   368   -   306   -   262   -  
Currency translation   521   (291)   (940)   (98)   (833)   19  
Acquisitions and disposals of subsidiaries
and portfolios		   (7)   3   (281)   _   89   _  
Life & Savings deferred acquisition costs
and equivalent net carrying value as
at December 31		   15,952   1,074   13,754   1,236   13,047   1,152  
TOTAL   17,026   14,990   14,199    

(a)  Relating to contracts subject to IFRS 4, i.e. insurance contracts and investment contracts with discretionary participating features

(b) Applicable to investment contracts with no discretionary participation features.

(c) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

In 2008, the currency translation was impacted by the United States (€396 million) and Japan (€321 million), partly offset by the
United Kingdom (€-478 million).

276       2008 ANNUAL REPORT

7.3. DEFERRED ACQUISITION COSTS AND EQUIVALENT, NET OF
AMORTIZATION, UNEARNED REVENUE RESERVES AND UNEARNED FEE
RESERVES - LIFE & SAVINGS

The value of Life & Savings deferred acquisition costs and equivalent, net of amortization, unearned revenue reserves and
unearned fee reserves, was as follows:

    December 31, 2008   December 31, 2007   December 31, 2006    
(in Euro million)   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future
management fees(b)		   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future
management fees(b)		   Life & Savings
Deferred
Acquisition Costs(a)		   Rights to future management fees(b)  
DAC and equivalent   15,952   1,074   13,754   1,236   13,047   1,152  
Of which shadow DAC   85   -   (291)   -   (606)   -  
Unearned revenues and unearned
fees reserves		   2,072   382   1,823   409   1,741   339  
Of which shadow unearned revenues
reserves		   (162)   _   (138)   _   (291)   _  
DAC net of unearned revenues and
unearned fees reserves		   13,880   692   11,931   827   11,306   813  
TOTAL for all types of contracts    14,572   12,758   12,119  

DAC = Deferred Acquisition Costs.

(a)  Relating to contracts subject to IFRS 4, i.e. insurance contracts and investment contracts with discretionary participating features.

(b) Applicable to investment contracts with no discretionary participation features (IAS 39).

277

NOTE 8 > OTHER INTANGIBLE ASSETS

8.1. BREAKDOWN OF OTHER INTANGIBLE ASSETS

Other intangible assets represented €3,156 million net value at December 31, 2008 and mainly included:

(in Euro million)   Gross value   Accumulated
amortization		   Impairment   Net Value
December 31, 2008		   Net Value
December 31, 2007		   Net Value
December 31, 2006		  
Software capitalized   1,871   1,365   15   491   465   430  
Intangible assets recognized in business
combinations		   2,820   246   2   2,572   2,718   1,817  
Other intangible assets   171   79   -   93   105   103  
TOTAL INTANGIBLE ASSETS   4,862   1,690   17   3,156   3,288   2,350  

8.2. BREAKDOWN OF INTANGIBLE ASSETS RECOGNIZED IN BUSINESS
COMBINATIONS

    December 31 2008  
(in Euro million)   Gross value   Accumulated
amortization		   Impairment   Net value  
AXA-MPS Vita and Danni   785   -   -   785  
ELLA Bank   41   (4)   -   37  
Alpha insurance   97   (7)   -   91  
Bluefin Insurance Group Ltd
(previously Venture Preference limited)		   94   (21)   _   72  
Bluefin Advisory Services Limited (previously Thinc Group)   59   (13)   -   47  
Winterthur   1,126   (160)   -   965  
AXA Rosenberg   186   (5)   -   181  
Citadel   18   (5)   -   13  
MONY   21   (7)   (2)   11  
Swiftcover   26   (7)   -   19  
Other   367   (16)   -   352  
TOTAL   2,820   (246)   (2)   2,572  

 

    December 31. 2007  
(in Euro million)   Gross value   Accumulated
amortization		   Impairment   Net value  
AXA-MPS Vita and Danni   785   -   -   785  
ELLA Bank   43   (1)   -   42  
Alpha insurance   97   (3)   -   94  
Bluefin Insurance Group Ltd
(previously Venture Preference limited)		   88   (10)   _   77  
Bluefin Advisory Services Limited (previously Thinc Group)   42   (6)   -   36  
Winterthur   1,095   (76)   -   1,019  
AXA Rosenberg   250   (7)   -   243  
Citadel   21   (4)   -   17  
MONY   73   (23)   (34)   16  
Swiftcover   34   (3)   -   30  
Other   368   (9)   -   359  
TOTAL   2,896   (143)   (34)   2,718  

278        2008 ANNUAL REPORT

    December 312006  
(in Euro million)   Gross value   Accumulated
amortization		   Impairment   Net value  
Winterthur   1,142   -   -   1,142  
AXA Rosenberg   273   (8)   -   265  
Citadel   20   (2)   -   18  
MONY   110   (22)   (8)   81  
Others   313   (1)   -   312  
TOTAL   1,857   (32)   (8)   1,817  

8.3. CHANGE IN INTANGIBLE ASSETS RECOGNIZED IN BUSINESS
COMBINATIONS

(in Euro million)   Net value at
January 1, 2008		   Acquisition
during the period		   Purchase
increases
following adjustments		   Amortization and
impairment
allowance		   Disposal during the period   Purchase decreases
following
adjustments		   Amortization and
impairment write
back following
disposal		   Currency
Impact		   Net value at
December 31, 2008		  
AXA-MPS Vita and Danni   785   -   -   -   -   -   -   -   785  
ELLA Bank   42   -   -   (3)   -   -   -   (2)   37  
Alpha insurance   94   -   -   (4)   -   -   -   -   91  
Bluefin Insurance Group Ltd
(previously Venture Preference limited)		   77   32   _   (16)   _   _   _   (21)   72  
Bluefin Advisory Services Limited
(previously Thinc Group)		   36   33   _   (9)   _   _   _   (12)   47  
Winterthur   1,019   -   -   (82)   -   -   -   29   965  
AXA Rosenberg   243   -   -   -   -   (6)   -   (56)   181  
Citadel   17   -   -   (2)   -   -   -   (2)   13  
MONY   16   -   -   (3)   (54)   -   52   1   11  
Swiftcover   30   -   -   (6)   -   -   -   (6)   19  
Other   359   18   -   (10)   -   -   -   (11)   352  
TOTAL   2,718   83   -   (135)   (54)   (6)   52   (81)   2,572  

In 2008, acquisition during the period was related to SBJ Group.

279

(in Euro million)   Net value at
January 1, 2007		   Acquisition
during the period		   Purchase
increases
following adjustments		   Amortization and
impairment
allowance		   Disposal during the period   Purchase
decreases
following adjustments		   Amortization
and impairment
write back
following disposal		   Currency
impact		  

Net value at
December 31, 2007

  
AXA-MPS Vita and Danni   -   785   -   -   -   -   -   -   785  
ELLA Bank   -   44   -   (1)   -   -   -   -   42  
Alpha insurance   -   97   -   (3)   -   -   -   -   94  
Bluefin Insurance Group Ltd
(previously Venture Preference limited)		   _   94   _   (11)   _   _   _   (5)   77  
Bluefin Advisory Services Limited
(previously Thinc Group)		   _   45   _   (7)   _   _   _   (3)   36  
Winterthur   1,142   (16)   -   (77)   -   (8)   -   (21)   1,019  
AXA Rosenberg   265   -   -   -   -   -   -   (22)   243  
Citadel   18   -   -   (2)   -   -   -   1   17  
MONY   81   -   -   (33)   (27)   -   -   (4)   16  
Swiftcover   -   36   -   (4)   -   -   -   (2)   30  
Other   312   58   -   (7)   -   -   -   (3)   359  
TOTAL   1,817   1,142   -   (145)   (27)   (8)   -   (60)   2,718  

 

(in Euro million)   Net value at
January 1, 2006		   Acquisition
during the period		   Purchase
increases
following
adjustments		   Amortization and
impairment allowance		   Disposal
during the period		   Purchase
decreases
following adjustments		   Amortization and
impairment write
back following
disposal		   Currency
impact 		  Net value at
December 31, 2006		  
Winterthur   -   1,142   -   -   -   -   -   -   1,142  
AXA Rosenberg   182   -   78   -   -   -   -   5   265  
Citadel   -   19   -   -   -   -   -   (1)   18  
MONY   106   -   -   (15)   -   -   -   (10)   81  
Others   311   2   -   -   -   -   -   -   312  
TOTAL   599   1,163   78   (16)   -   -   -   (7)   1,817  

280        2008 ANNUAL REPORT

NOTE 9 > INVESTMENTS

Certain investment properties (see Note 1), available-for-sale investments, trading assets, instruments designated as at fair value
through profit or loss and all derivatives are measured at fair value in the financial statements. In addition, this note also discloses the
fair value of investment properties and financial assets held at cost. Principles applied in measuring fair value generally described
in Note 1 are further detailed in Note 9.2 (investment properties) and 9.9 (financial assets recognized at fair value).

9.1. BREAKDOWN OF INVESTMENTS

Each investment item is presented net of the effect of related hedging derivatives (IAS 39 qualifying hedges or economic hedges)
except derivatives related to macro hedges shown separately.

281

Details of the effect of derivatives are provided in section 19.3.

    December 31, 2008  
    Insurance   Other activities   Total  
(in Euro million)   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		  
Investment in real estate properties at amortized cost   18,165   12,859   2.50%   2,332   2,306   18.28%   20,497   15,165   2.88%  
Investment in real estate properties designated as at fair value
through profit or loss(b)		   2,398   2,398   0.47%   -   -   -   2,398   2,398   0.46%  
Macro hedge and other derivatives   -   -   -   -   -   -   -   -   -  
Investment properties   20,563   15,256   2.97%   2,332   2,306   18.28%   22,895   17,562   3.33%  
Debt securities held to maturity   -   -   -   -   -   -   -   -   -  
Debt securities available for sale   255,465   255,465   49.69%   3,894   3,894   30.87%   259,359   259,359   49.24%  
Debt securities designated as at fair value through profit or loss(b)   44,199   44,199   8.60%   57   57   0.45%   44,256   44,256   8.40%  
Debt securities held for trading   102   102   0.02%   875   875   6.94%   977   977   0.19%  
Debt securities (at cost) that are not quoted in an active market   1,132   1,212   0.24%   -   -   -   1,132   1,212   0.23%  
Debt securities   300,898   300,978   58.54%   4,826   4,826   38.26%   305,725   305,805   58.06%  
Equity securities available for sale   15,468   15,468   3.01%   3,959   3,959   31.38%   19,427   19,427   3.69%  
Equity securities designated as at fair value through profit or loss(b)   10,503   10,503   2.04%   259   259   2.05%   10,761   10,761   2.04%  
Equity securities held for trading   89   89   0.02%   179   179   1.42%   268   268   0.05%  
Equity securities   26,060   26,060   5.07%   4,396   4,396   34.85%   30,456   30,456   5.78%  
Non controlled investment funds held for sale   5,336   5,336   1.04%   76   76   0.61%   5,412   5,412   1.03%  
Non controlled investment funds designated as at fair value through
profit or loss(b)		   2,187   2,187   0.43%   63   63   0.50%   2,250   2,250   0.43%  
Non controlled investment funds held for trading   147   147   0.03%   -   -   -   147   147   0.03%  
Non controlled Investment funds   7,670   7,670   1.49%   140   140   1.11%   7,810   7,810   1.48%  
Other assets designated as at fair value through profit or loss,
held by controlled Investment funds		   6,353   6,353   1.24%   13   13   0.10%   6,365   6,365   1.21%  
Macro hedge and other derivatives   110   110   0.02%   4   4   0.03%   114   114   0.02%  
Financial Investments   341,090   341,170   66.36%   9,380   9,380   74.35%   350,470   350,550   66.55%  
Loans held to maturity   -   -   -   -   -   -   -   -   -  
Loans available for sale   743   743   0.14%   64   64   0.51%   807   807   0.15%  
Loans designated as at fair value through profit or loss(b)   45   45   0.01%   -   -   -   45   45   0.01%  
Loans held for trading   -   -   -   7   7   0.06%   7   7   -  
Mortgage loans   14,056   13,751   2.67%   1   1   0.01%   14,057   13,752   2.61%  
Other loans(a)   11,189   11,168   2.17%   854   849   6.73%   12,043   12,017   2.28%  
Macro hedge and other derivatives   -   -   -   8   8   0.06%   8   8   -  
Loans   26,033   25,706   5.00%   934   929   7.37%   26,966   26,635   5.06%  
Assets backing contracts where the financial risk is borne
by policyholders		   131,990   131,990   25.67%               131,990   131,990   25.06%  
INVESTMENTS   519,676   514,123   100.00%   12,645   12,615   100.00%   532,321   526,738   100.00%  
Investments (excluding those backing contracts
where the financial risk is borne by policyholders)		   387,685   382,133   74.33%                          
Life & Savings   330,132   325,240   63.26%                          
Property & Casualty   49,109   48,448   9.42%                          
International Insurance   8,444   8,445   1.64%                          

(a) Mainly includes policy loans.

(b) Use of fair value option.

282       2008 ANNUAL REPORT

    December 31, 2007  
    Insurance   Other activities   Total  
(in Euro million)   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		  
Investment in real estate properties at amortized cost   17,778   12,045   2.06%   1,867   1,776   12.96%   19,645   13,821   2.31%  
Investment in real estate properties designated as at fair value
through profit or loss(b)		   4,137   4,137   0.71%   _   _   _   4,137   4,137   0.69%  
Macro hedge and other derivatives   -   -   -   -   -   -   -   -   -  
Investment properties   21,915   16,182   2.77%   1,867   1,776   12.96%   23,782   17,958   3.00%  
Debt securities held to maturity   -   -   -   -   -   -   -   -   -  
Debt securities available for sale   241,766   241,766   41.38%   4,935   4,935   36.01%   246,701   246,701   41.26%  
Debt securities designated as at fair value through profit or loss (b)   55,152   55,152   9.44%   822   822   6.00%   55,974   55,974   9.36%  
Debt securities held for trading   120   120   0.02%   1,019   1,019   7.44%   1,139   1,139   0.19%  
Debt securities (at cost) that are not quoted in an active market   -   -   -   -   -   -   -   -   -  
Debt securities   297,039   297,039   50.84%   6,775   6,775   49.44%   303,814   303,814   50.81%  
Equity securities available for sale   33,350   33,350   5.71%   2,546   2,546   18.58%   35,896   35,896   6.00%  
Equity securities designated as at fair value through profit or loss(b)   19,322   19,322   3.31%   271   271   1.98%   19,593   19,593   3.28%  
Equity securities held for trading   127   127   0.02%   325   325   2.37%   452   452   0.08%  
Equity securities   52,799   52,799   9.04%   3,141   3,141   22.92%   55,940   55,940   9.36%  
Non controlled investment funds held for sale   3,449   3,449   0.59%   142   142   1.03%   3,591   3,591   0.60%  
Non controlled investment funds designated as at fair value through
profit or loss(b)		   2,298   2,298   0.39%   134   134   0.98%   2,433   2,433   0.41%  
Non controlled investment funds held for trading   135   135   0.02%   8   8   0.06%   143   143   0.02%  
Non controlled Investment funds   5,882   5,882   1.01%   284   284   2.07%   6,166   6,166   1.03%  
Other assets designated as at fair value through profit or loss,
held by controlled Investment funds		   4,358   4,358   0.75%   166   166   1.21%   4,524   4,524   0.76%  
Macro hedge and other derivatives   (27)   (27)   N/A   1,312   1,312   9.58%   1,285   1,285   0.21%  
Financial Investments   360,051   360,051   61.63%   11,679   11,679   85.23%   371,730   371,730   62.17%  
Loans held to maturity   -   -   -   -   -   -   -   -   -  
Loans available for sale   926   926   0.16%   41   41   0.30%   968   968   0.16%  
Loans designated as at fair value through profit or loss(b)   39   39   0.01%   1   1   0.01%   40   40   0.01%  
Loans held for trading   -   -   -   77   77   0.56%   77   77   0.01%  
Mortgage loans   12,738   12,817   2.19%   1   1   0.01%   12,740   12,818   2.14%  
Other loans(a)   11,310   11,395   1.95%   121   121   0.88%   11,430   11,515   1.93%  
Macro hedge and other derivatives   -   -   -   7   7   0.05%   7   7   -  
Loans   25,013   25,177   4.31%   248   248   1.81%   25,261   25,425   4.25%  
Assets backing contracts where the financial risk is borne
by policyholders		   182,827   182,827   31.29%               182,827   182,827   30.58%  
INVESTMENTS   589,806   584,237   100.00%   13,793   13,703   100.00%   603,599   597,939   100.00%  
Investments (excluding those backing contracts
where the financial risk is borne by policyholders)		   406,979   401,410   68.71%                          
Life & Savings   343,656   338,623   57.96%                          
Property & Casualty   54,650   54,115   9.26%                          
International Insurance   8,673   8,672   1.48%                          

(a)  Mainly includes policy loans.

(b)  Use of fair value option.

283

    December 31 ,2006 Restated(c)  
     Insurance   Other activities   Total  
(in Euro million)   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		   Fair
value		   Carrying
value		   % (value
balance sheet)		  
Investment properties at amortized cost   18,235   13,260   2.28%   731   548   3.36%   18,966   13,808   2.30%  
Investment properties designated as at fair value through
profit or loss(b)		   5,364   5,364   0.92%   608   608   3.73%   5,972   5,972   1.00%  
Macro hedge and other derivatives   -   -   -   -   -   -   -   -   -  
Investment properties   23,599   18,625   3.20%   1,339   1,156   7.09%   24,938   19,780   3.30%  
Debt securities held to maturity   -   -   -   -   -   -   -   -   -  
Debt securities available for sale   241,258   241,258   41.40%   5,645   5,645   34.64%   246,903   246,903   41.22%  
Debt securities designated as at fair value through profit or loss(b)   49,591   49,591   8.51%   182   182   1.11%   49,772   49,772   8.31%  
Debt securities held for trading   94   94   0.02%   1,203   1,203   7.38%   1,297   1,297   0.22%  
Debt securities (at cost) that are not quoted in an active market   10   10   -   1   1   0.01%   11   11   -  
Debt securities   290,953   290,953   49.93%   7,031   7,031   43.15%   297,984   297,984   49.74%  
Equity securities available for sale   35,604   35,604   6.11%   2,733   2,733   16.77%   38,337   38,337   6.40%  
Equity securities designated as at fair value through profit or loss(b)   22,050   22,050   3.78%   123   123   0.75%   22,173   22,173   3.70%  
Equity securities held for trading   142   142   0.02%   332   332   2.04%   474   474   0.08%  
Equity securities   57,797   57,797   9.92%   3,187   3,187   19.56%   60,984   60,984   10.18%  
Non controlled investment funds available for sale   4,599   4,599   0.79%   226   226   1.39%   4,825   4,825   0.81%  
Non controlled investment funds designated as at fair value through
profit or loss(b)		   2,319   2,319   0.40%   155   155   0.95%   2,474   2,474   0.41%  
Non controlled investment funds held for trading   80   80   0.01%   33   33   0.20%   113   113   0.02%  
Non controlled investment funds   6,998   6,998   1.20%   414   414   2.54%   7,412   7,412   1.24%  
Other assets held by controlled investment funds designated
as at fair value through profit or loss		   3,144   3,144   0.54%   _   _   _   3,144   3,144   0.52%  
Macro hedge and other derivatives   (175)   (175)   N/A   875   875   5.37%   701   701   0.12%  
Financial investments   358,718   358,718   61.55%   11,507   11,507   70.62%   370,225   370,225   61.80%  
Loans held to maturity   -   -   -   -   -   -   -   -   -  
Loans available for sale   824   824   0.14%   26   26   0.16%   850   850   0.14%  
Loans designated as at fair value through profit or loss(b)   378   378   0.06%   2,768   2,768   16.99%   3,146   3,146   0.53%  
Loans held for trading   -   -   -   227   227   1.39%   227   227   0.04%  
Mortgage loans   13,178   13,079   2.24%   13   13   0.08%   13,190   13,092   2.19%  
Other loans(a)   14,632   14,578   2.50%   592   591   3.63%   15,224   15,170   2.53%  
Macro hedge and other derivatives   -   -   -   8   8   0.05%   8   8   -  
Loans   29,012   28,860   4.95%   3,632   3,632   22.29%   32,644   32,492   5.42%  
Assets backing contracts where the financial risk is borne
by policyholders		   176,562   176,562   30.30%               176,562   176,562   29.47%  
INVESTMENTS   587,891   582,765   100.00%   16,479   16,295   100.00%   604,370   599,059   100.00%  
Investments (excluding those backing contracts
where the financial risk is borne by policyholders)		   411,329   406,202   69.70%                          
Life & Savings   348,979   344,382   59.09%                          
Property & Casualty   53,600   53,071   9.11%                          
International Insurance   8,749   8,749   1.50%                          

(a)  Mainly includes policy loans.

(b) Use of fair value option.

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

284       2008 ANNUAL REPORT

9.2. INVESTMENT PROPERTIES

Investment properties include buildings owned directly and through real estate subsidiaries. Investment properties stated at fair
value on the balance sheet mainly consist of assets backing UK with-profit contracts.

Breakdown of the carrying value and fair value of investment properties at amortized cost, excluding the impact of all
derivatives:

    December 31,2008   December 31,2007   December 31,2006 Restated(a)      
(in Euro million)   Gross
value		   Amorti-
zation		   Impair-
ment		   Carrying
value		   Fair
value		   Gross
value		   Amorti-
zation		   Impair-
ment		   Carrying
value		   Fair
value		   Gross
value		   Amorti-
zation		   Impair-
ment		   Carrying
value		   Fair
value		  
Investment properties
at amortized cost		                                                              
Insurance   14,526   (1,483)   (250)   12,793   18,099   13,548   (1,357)   (166)   12,025   17,758   14,930   (1,473)   (197)   13,260   18,235  
Other activities   2,307   (1)   -   2,306   2,332   1,777   (1)   -   1,776   1,867   565   (17)   -   548   731  
All activities   16,833   (1,484)   (250)   15,099   20,431   15,325   (1,358)   (166)   13,801   19,625   15,495   (1,490)   (197)   13,808   18,966  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

Fair value is generally based on valuations performed by qualified property surveyors. They are based on a multi-criteria approach
and their frequency and terms are often based on local regulations.

Change in impairment and amortization of investment properties at amortized cost (all activities):

    Impairment- Investment properties   Amortization- Investment properties  
(in Euro million)   December 31,
2008		   December 31,
2007		   December 31,
2006		   December 31,
2008		   December 31,
2007		   December 31,
2006		  
January 1   166   197   345   1,358   1,490   1,479  
Increase for the period   144   55   19   226   246   219  
Write back following sale   (25)   (50)   (83)   (80)   (208)   (158)  
Write back following recovery in value   (7)   (17)   (57)              
Others(a)   (28)   (20)   (28)   (20)   (171)   (50)  
December 31   250   166   197   1,484   1,358   1,490  

(a) Mainly includes change in scope of consolidation and the effect of changes in exchange rates.

285

9.3. UNREALIZED GAINS AND LOSSES ON FINANCIAL INVESTMENTS

Excluding the effect of all derivatives, the unrealized capital gains and losses on financial investments when not already reflected
in the income statement is allocated as follows:

INSURANCE   December 31, 2008  
(in Euro million)   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
Debt securities available for sale   254,174   254,720   254,720   10,405   9,858  
Debt securities (at cost) that are not quoted in an active market   1,212   1,132   1,212   -   80  
Equity securities available for sale   12,509   14,768   14,768   1,753   478  
Non controlled investment funds held for sale   5,153   5,336   5,336   346   163  

(a) Net of impairment - including premiums/discounts and related accumulated amortization.

(b) Net of impairment (details in Note 9.8).

 

OTHER ACTIVITIES   December 31, 2008  
(in Euro million)   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
Debt securities available for sale   4,155   3,913   3,913   43   285  
Debt securities (at cost) that are not quoted in an active market   -   -   -   -   -  
Equity securities available for sale   2,638   1,457   1,457   117   314  
Non controlled investment funds held for sale   77   76   76   -   -  

(a) Net of impairment - including premiums/discounts and related accumulated amortization.

(b) Net of impairment (details in Note 9.8).

 

TOTAL   December 31, 2008  
(in Euro million)   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
Debt securities available for sale   258,328   258,633   258,633   10,448   10,142  
Debt securities (at cost) that are not quoted in an active market   1,212   1,132   1,212   -   80  
Equity securities available for sale   15,147   16,226   16,226   1,871   792  
Non controlled investment funds held for sale   5,230   5,413   5,413   346   163  

(a)  Net of impairment - including premiums/discounts and related accumulated amortization.

(b) Net of impairment (details in Note 9.8).

See also table 9.8.1 Breakdown of financial assets subject to impairment.

286       2008 ANNUAL REPORT

    December 31, 2007   December 31, 2006  
Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
242,608   241,220   241,220   4,762   6,150   234,964   241,652   241,652   8,158   1,470  
-   -   -   -   -   10   10   10   -   -  
24,320   33,249   33,249   9,413   484   25,354   35,761   35,761   10,551   144  
3,109   3,446   3,446   368   31   4,188   4,593   4,593   428   24  

 

    December 31, 2007   December 31, 2006  
Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
5,037   4,933   4,933   2   106   5,697   5,645   5,645   5   57  
-   -   -   -   -   1   1   1   -   -  
2,575   2,550   2,550   133   158   2,450   2,744   2,744   295   -  
142   142   142   1   1   225   226   226   1   -  

 

    December 31, 2007       December 31, 2006  
Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		   Amortized
cost(a)		   Fair value   Carrying
value(b)		   Unrealized
gains		   Unrealized
losses		  
247,645   246,153   246,153   4,764   6,256   240,661   247,297   247,297   8,163   1,527  
-   -   -   -   -   11   11   11   -   -  
26,896   35,799   35,799   9,545   642   27,804   38,505   38,505   10,846   144  
3,251   3,588   3,588   369   33   4,414   4,819   4,819   429   24  

287

9.4. DEBT SECURITIES BY TYPE OF ISSUER

The table below sets out the debt securities portfolio by issuer type, excluding macro hedging derivatives and other derivatives
but including the effect of related hedging derivatives (IAS 39 qualifying hedges or economic hedges). Details of the effect of
derivatives are provided in section 19.3.

(in Euro million)   December 31, 2008
Carrying value		   December 31, 2007
Carrying value		   December 31, 2006
Carrying value		  
Government debt securities   126,752   128,583   130,947  
Debt securities issued by local authorities   6,651   6,182   6,493  
Debt securities issued by government agencies and state-owned
companies(b)		   18,570   20,392   23,083  
Corporate debt securities(c)   140,046   132,800   123,971  
Debt securities guaranteed by a mortgage   10,026   9,629   11,329  
Debt securities issued by other issuers(a)   3,461   5,661   2,434  
Hedging derivatives and other derivatives   299   569   (274)  
Debt securities   305,805   303,814   297,984  

(a)  Includes debt security investment funds.

(b) Means that the state has a blocking minority interest.

(c)  Includes debt securities issued by companies in which a State now holds interests following the 2008 financial crisis

Additional information on the credit risk associated with debt securities is provided in Note 4 "Management of financial and
insurance risks".

288       2008 ANNUAL REPORT

9.5. CONTRACTUAL MATURITIES AND EXPOSURE TO INTEREST RATE RISK

The tables below set out the contractual maturities of debt instruments held by the Group. Effective maturities may differ from
those presented, mainly because some assets include clauses allowing early redemption, with or without penalty.

Debt securities (at cost) that are not quoted in an active market, the effect of derivatives (detailed in section 19.3) and loans and
debt securities backing contracts where the financial risk is borne by policyholders are excluded from the tables below. The effect
of derivatives modifies in certain cases the profile of the assets below. Most of the debt securities and loans held by the Group
are fixed-rate debt instruments (i.e. exposed to fair value interest rate risk).

    December 31,2008  
    Net carrying amount by maturity  
(in Euro million)   12 months or less   More than 1 year
up to 5 years		   More than 5 years   Total net
carrying value		  
Debt securities available for sale   15,387   66,778   166,166   248,331  
Debt securities designated as at fair value through
profit or loss(a)		   3,709   10,405   18,183   32,296  
Sub-total Debt securities   19,096   77,182   184,349   280,627  
Loans at amortized cost   2,610   3,976   15,109   21,695  
Loans available for sale   73   12   4   89  
Loans designated as at fair value through profit or loss(a)   2   1   42   45  
Sub-total Loans   2,684   3,989   15,155   21,829  
TOTAL - Financial investments exposed to fair value
interest rate risk		   21,780   81,172   199,504   302,456  
Debt securities available for sale   646   1,882   7,774   10,303  
Debt securities designated as at fair value through
profit or loss(a)		   5,490   3,940   3,933   13,364  
Sub-total Debt securities   6,136   5,823   11,708   23,666  
Loans at amortized cost   779   1,224   1,609   3,612  
Loans available for sale   6   83   614   703  
Loans designated as at fair value through profit or loss(a)   -   7   -   7  
Sub-total Loans   785   1,314   2,224   4,322  
TOTAL - Financial investments exposed to cash flow
interest rate risk		   6,920   7,137   13,932   27,989  
Total Financial investments exposed to interest rate risk   28,700   88,308   213,436   330,444  

(a) Corresponds to financial assets held for trading purposes and financial assets recognized designated as at fair value through profit or loss

289

    December 31,2007
Net carrying amount by maturity		  
(in Euro million)   12 months or less   More than 1 year
up to 5 years		   More than 5 years   Total net
carrying value		  
Debt securities available for sale   13,160   56,197   163,514   232,871  
Debt securities designated as at fair value through
profit or loss(a)		   17,739   8,883   22,698   49,320  
Sub-total Debt securities   30,899   65,080   186,212   282,191  
Loans at amortized cost   2,920   5,459   12,712   21,091  
Loans available for sale   46   5   913   963  
Loans designated as at fair value through profit or loss(a)   5   39   (4)   40  
Sub-total Loans   2,971   5,502   13,621   22,094  
TOTAL - Invested financial assets exposed to fair value
interest rate risk		   33,870   70,583   199,833   304,286  
Debt securities available for sale   430   2,783   10,069   13,282  
Debt securities designated as at fair value through
profit or loss(a)		   380   5,332   2,060   7,772  
Sub-total Debt securities   810   8,115   12,129   21,054  
Loans at amortized cost   422   341   1,251   2,015  
Loans available for sale   3   2   -   5  
Loans designated as at fair value through profit or loss(a)   -   17   59   77  
Sub-total Loans   425   360   1,311   2,096  
TOTAL - Financial investments exposed to cash flow
interest rate risk		   1,235   8,475   13,440   23,150  
Total Financial investments exposed to interest rate risk   35,105   79,057   213,273   327,436  

(a) Corresponds to financial assets held for trading purposes and financial assets recognized designated as at fair value through profit or loss

290        2008 ANNUAL REPORT

    December 31,2006 Restated (b)
Net carrying amount by maturity		  
(in Euro million)   12 months or less   More than 1 year
up to 5 years		   More than 5 years   Total net
carrying value		  
Debt securities available for sale   11,970   58,182   168,619   238,771  
Debt securities designated as at fair value through
profit or loss(a)		   18,389   6,341   21,073   45,803  
Sub-total Debt securities   30,359   64,523   189,691   284,574  
Loans at amortized cost   3,048   7,064   13,831   23,943  
Loans available for sale   52   135   658   845  
Loans designated as at fair value through profit or loss(a)   21   19   43   84  
Sub-total Loans   3,121   7,218   14,532   24,871  
TOTAL - Financial investments exposed to fair value
interest rate risk		   33,480   71,741   204,224   309,445  
Debt securities available for sale   121   1,021   7,384   8,527  
Debt securities designated as at fair value through
profit or loss(a)		   342   3,964   839   5,146  
Sub-total Debt securities   463   4,986   8,224   13,673  
Loans at amortized cost   855   526   2,110   3,491  
Loans available for sale   -   -   -   -  
Loans designated as at fair value through profit or loss(a)   296   24   3,017   3,337  
Sub-total Loans   1,151   550   5,127   6,828  
TOTAL - Financial investments exposed to cash flow
interest rate risk		   1,614   5,536   13,350   20,501  
Total Financial investments exposed to interest rate risk   35,095   77,277   217,574   329,946  

(a)  Corresponds to financial assets held for trading purposes and financial assets recognized designated as at fair value through profit or loss.

(b)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

291

9.6. EXPOSURE TO PRICE RISK

After excluding the effect of derivatives (detailed in section 19.3) and equity securities of real estate companies, the breakdown
by industry of equity securities owned across the Group is as follows:

(in Euro million)
December 31, 2008		   Finance   Services   Energy  
Equity securities available for sale   5,435   1,342   2,091  
Equity securities designated as at fair value through profit or loss   1,253   1,458   642  
Sub-total: Equity securities held directly   6,687   2,800   2,733  
Equity securities held by controlled investment funds(a)   1,514   753   718  
Total Equity securities as at December 31, 2008   8,202   3,553   3,451  

(a) Designated as at fair value through profit or loss

 

(in Euro million)
December 31, 2007		   Finance   Services   Energy  
Equity securities available for sale   12,819   2,765   5,056  
Equity securities designated as at fair value through profit or loss   2,739   2,243   388  
Sub-total: Equity securities held directly   15,558   5,008   5,443  
Equity securities held by controlled investment funds(a)   5,519   433   218  
Total Equity securities as at December 31, 2007   21,077   5,440   5,662  

(a) Designated as at fair value through profit or loss

 

(in Euro million)
December 31, 2006		   Finance   Services   Energy  
Equity securities available for sale   16,040   4,020   3,942  
Equity securities designated as at fair value through profit or loss   4,224   2,735   282  
Sub-total: Equity securities held directly   20,264   6,755   4,224  
Equity securities held by controlled investment funds(a)   2,324   385   347  
Total Equity securities as at December 31, 2006   22,588   7,140   4,571  

(a) Designated as at fair value through profit or loss

292        2008 ANNUAL REPORT

 

Communications   Industrial   Consumer goods   Raw material   Technology   Other   TOTAL  
1,116   2,108   1,273   712   1,067   1,082   16,226  
36   403   299   308   599   174   5,171  
1,153   2,511   1,573   1,020   1,666   1,256   21,397  
197   576   297   175   339   1,181   5,750  
1,349   3,087   1,869   1,195   2,005   2,437   27,148  

 

Communications   Industrial   Consumer goods   Raw material   Technology   Other   TOTAL  
1,808   4,663   2,910   1,885   1,819   2,074   35,799  
730   1,503   1,314   1,074   324   636   10,952  
2,538   6,165   4,224   2,959   2,144   2,711   46,750  
139   396   51   168   82   2,087   9,093  
2,677   6,561   4,275   3,127   2,226   4,797   55,843  

 

Communications   Industrial   Consumer goods   Raw material   Technology   Other   TOTAL  
1,447   4,355   2,911   1,971   1,860   1,960   38,505  
854   1,642   1,544   876   300   751   13,208  
2,300   5,997   4,455   2,847   2,160   2,711   51,713  
97   858   653   393   513   3,894   9,465  
2,398   6,856   5,108   3,240   2,672   6,605   61,178  

293

9.7. NON-CONTROLLED INVESTMENT FUNDS

Non-controlled investment funds break down as follows:

    December 31, 2008  
    Insurance    Other activities   Total  
(in Euro million)   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		  
Non controlled investment funds available for sale mainly holding equity securities   3,171   3,016   -   -   3,171   3,016  
Non controlled investment funds designated as at fair value through
profit or loss mainly holding equity securities		   808   _   5   _   813   _  
Non controlled investment funds trading mainly holding equity securities   11   -   -   -   11   -  
Non controlled Investment funds mainly holding equity securities   3,990   -   5   -   3,996   -  
Non controlled investment funds available for sale mainly holding debt securities   1,095   1,071   -   -   1,095   1,071  
Non controlled investment funds mainly designated as at fair value through
profit or loss mainly holding debt securities		   137   _   _   _   137   _  
Non controlled investment funds trading mainly holding debt securities   136   -   -   -   136   -  
Non controlled Investment funds mainly holding debt securities   1,368   -   -   -   1,368   -  
Other non controlled investment funds available for sale   1,071   1,066   76   77   1,147   1,143  
Other non controlled investment funds designated as at fair value through
profit or loss		   98   _   _   _   98   _  
Other non controlled investment funds held for trading   -   -   -   -   -   -  
Other non controlled Investment funds   1,169   -   76   -   1,246   -  
Non controlled Investment funds - Equity method(b|   1,134   -   58   -   1,192   -  
Derivatives (hedge accounting) and other derivatives   9   (3)   -   -   9   (3)  
TOTAL   7,670   -   140   -   7,810   -  

(a) Amounts are presented excluding macro hedging and other derivatives but including the effect of related hedging derivatives (IAS 39 qualifying hedges
or economic hedges).

(b) The carrying value of non controlled investment funds - Equity method is disclosed in the fair value column.

294       2008 ANNUAL REPORT

 

December 31,2007   December 31,2006  
Insurance     Other activities   Total   Insurance     Other activities   Total  
Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		   Fair
value(a)		   Amortized
Cost		  
1,512   1,349   29   29   1,541   1,379   1,432   1,215   18   18   1,450   1,233  
660   _   108   _   768   _   628   _   155   _   782   _  
135   -   8   -   143   -   80   -   33   -   113   -  
2,307   -   145   -   2,451   -   2,140   -   205   -   2,345   -  
931   856   -   -   931   856   1,480   1,438   -   -   1,480   1,438  
51   _   _   _   51   _   46   _   _   _   46   _  
-   -   -   -   -   -   -   -   -   -   -   -  
982   -   -   -   982   -   1,527   -   -   -   1,527   -  
1,003   903   113   113   1,116   1,016   1,680   1,535   208   208   1,888   1,743  
389   _   26   _   415   _   353   _   _   _   353   _  
-   -   -   -   -   -   -   -   -   -   -   -  
1,392   -   139   -   1,531   -   2,033   -   208   -   2,241   -  
1,160   -   -   -   1,160   -   1,294   -   -   -   1,294   -  
42   40   -   -   42   40   4   9   -   -   4   9  
5,882   -   284   -   6,166   -   6,998   -   414   -   7,412   -  

 

295

9.8. FINANCIAL ASSETS SUBJECT TO IMPAIRMENT

9.8.1. Breakdown of financial assets subject to impairment (excluding investment properties)

Each investment item is presented net of the effect of related hedging derivatives (IAS 39 qualifying hedges or economic hedges)
except derivatives related to macro hedges shown separately. Details of the effect of derivatives are provided in section 19.3.

    December 31, 2008  
(in Euro million)   Cost before
impairment and
revaluation to
fair value(a)		   Impairment   Cost after
impairment but
before revaluation
to fair value(b)		   Revaluation
to fair value		   Carrying
value		  
Debt securities available for sale   260,469   (1,389)   259,080   279   259,359  
Debt securities (at cost) that are not quoted in an active market   1,212   -   1,212   -   1,212  
Debt securities   261,681   (1,389)   260,292   279   260,572  
Equity securities available for sale   20,287   (5,019)   15,268   4,159   19,427  
Non controlled investment funds available for sale   6,060   (834)   5,226   186   5,412  
Loans held to maturity   -   -   -   -   -  
Loans available for sale   1,130   (6)   1,124   (317)   807  
Mortgage loans   13,762   (9)   13,752   -   13,752  
Other loans(c)   12,008   (51)   11,957   60   12,017  
Loans   26,899   (66)   26,833   (257)   26,576  
TOTAL   314,927   (7,307)   307,620   4,367   311,987  

(a) Asset value including impact of discounts/premiums and accrued interests, but before impairment and revaluation to fair value of assets available for
sale.

(b) Asset value including impairment, discounts/premiums and accrued interests, but before revaluation to fair value of assets available for sale.

(c)  Including policy loans.

(d)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

296       2008 ANNUAL REPORT

 

    December 31, 2007   December 31,2006 Restated(d)  
Cost before
impairment and
revaluation to
fair value(a)		   Impairment   Cost after
impairment but
before revaluation to
fair value(b)		   Revaluation
to fair value		   Carrying
value		   Cost before
impairment and
revaluation to
fair value(a)		   Impairment   Cost after
impairment but
before revaluation
to fair value(b)		   Revaluation
to fair value		   Carrying
value		  
248,507   (373)   248,133   (1,433)   246,701   240,998   (138)   240,860   6,043   246,903  
-   -   -   -   -   11   -   11   -   11  
248,507   (373)   248,134   (1,433)   246,701   241,009   (138)   240,871   6,043   246,915  
29,287   (2,307)   26,980   8,916   35,896   30,393   (2,504)   27,890   10,447   38,337  
3,352   (97)   3,254   337   3,591   4,497   (77)   4,420   405   4,825  
-   -   -   -   -   -   -   -   -   -  
1,014   -   1,014   (46)   968   845   -   845   5   850  
12,831   (13)   12,818   -   12,818   13,115   (24)   13,092   -   13,092  
11,546   (53)   11,493   23   11,515   15,248   (75)   15,173   (3)   15,170  
25,391   (66)   25,325   (23)   25,301   29,208   (99)   29,109   2   29,111  
306,536   (2,843)   303,693   7,796   311,489   305,107   (2,817)   302,290   16,898   319,188  

297

9.8.2. Change in impairment on invested assets (excluding investment properties)

(in Euro million)   January 1,
2008		   Increase for
the period		   Write back
following sale
or reimbursement		   Write back
following recovery
in value		   Other(a)   December 31,
2008		  
Impairment - debt securities   373   1,193   (142)   (59)   23   1,389  
Impairment - equity securities   2,307   3,719   (1,146)   -   139   5,019  
Impairment - non controlled investment funds   97   723   (61)   -   75   834  
Impairment- loans   66   18   (6)   (11)   -   66  
TOTAL   2,843   5,652   (1,354)   (71)   237   7,307  

(a) Changes in the scope of consolidation and impact of changes in exchange rates.

 

(in Euro million)   January 1,
2007		   Increase for
the period		   Write back
following sale
or reimbursement		   Write back
following recovery
in value		   Other(a)   December 31,
2007		  
Impairment - debt securities   138   401   (181)   (4)   19   373  
Impairment - equity securities   2,504   465   (511)   -   (151)   2,307  
Impairment - non controlled investment funds   77   38   (24)   -   7   97  
Impairment- loans   99   8   (39)   (15)   14   66  
TOTAL   2,817   911   (755)   (19)   (112)   2,843  

(a) Changes in the scope of consolidation and impact of changes in exchange rates.

 

(in Euro million)   January 1,
2006		   Increase for
the period(b)		   Write back
following sale
or reimbursement(b)		   Write back
following recovery
in value		   Other(a)(b)   December 31,
2006		  
Impairment - debt securities   126   79   (39)   (1)   (28)   138  
Impairment - equity securities   3,210   143   (699)   -   (150)   2,504  
Impairment - non controlled investment funds   118   5   (42)   -   (3)   77  
Impairment- loans   105   26   (11)   (21)   -   99  
TOTAL   3,558   253   (791)   (22)   (180)   2,817  

(a)  Changes in the scope of consolidation and impact of changes in exchange rates.

(b) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

9.9. FINANCIAL ASSETS RECOGNIZED AT FAIR VALUE

9.9.1. Fair value measurement

a) Active market: quoted price

The Group applies the IAS 39 fair value hierarchy as described below for both assets measured at fair value (and assets at cost
for which fair value is disclosed in the previous notes).

Fair values of financial assets traded on active markets are determined using quoted market prices when available. A financial
instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market
transactions on an arm's length basis between a willing seller and a willing buyer. For assets traded in active markets, quotes
received from external pricing services represent consensus prices.

The amount of assets for which fair value is determined in whole directly by reference to an active market is disclosed in column (1)
of the table shown below in section 9.9.2.

b) Active versus inactive markets

Equity securities quoted on exchange traded developed markets and bonds actively traded on liquid markets for which prices
are regularly provided by external pricing services that represent consensus with limited dispersion and for which quotes are
readily available are generally considered as being quoted in an active market. Liquidity may be defined as the possibility to sell
or dispose of the asset in the ordinary course of business within a certain limited time period at approximately the price at which
the investment is valued. Liquidity for debt instruments is assessed using a multi criteria approach including the number of quotes
available, the place of issuance and the evolution of the widening of bid ask spreads.

298        2008 ANNUAL REPORT

A financial instrument is regarded as not quoted in an active market if there is little observation of transaction prices as an inherent
characteristic of the instrument, when there is a significant decline in the volume and level of trading activity, in case of significant
illiquidity or if observable prices can not be considered as representing fair value because of dislocated market conditions.
Characteristics of inactive markets can therefore be very different in nature, inherent to the instrument or be indicative of a change
in the conditions prevailing in certain markets.

c) Assets not quoted in an active market

The fair values of financial instruments that are not traded in an active market are estimated:

•   using external and independent pricing services, or

•   using valuation techniques.

The amount of assets which are not traded in an active market is disclosed in column (2) of the table shown below in
section 9.9.2.

•  No active market: use of external pricing services

External pricing services may be fund asset managers in the case of non consolidated investments in funds or brokers. To the
extent possible, the Group collects quotes from external pricing providers as inputs to measure the fair value of assets held. Prices
received may form tight clusters or dispersed quotes which may then lead to the use of valuation techniques. The dispersion of
quotes received may be an indication of the large range of assumptions used by external pricing providers given the limited number
of transactions to be observed or reflect the existence of distress transactions. In addition, given current market conditions and
the complete inactivity of some markets, many financial institutions closed their desks dedicated to structured assets deals and
are no longer in a position of delivering meaningful quotes.

•  No active market: use of valuation techniques

Valuation techniques are subjective in nature and significant judgment is involved in establishing fair values for financial assets. They
include recent arm's length transactions between knowledgeable willing parties on similar assets if available and representative
of fair value and involve various assumptions regarding the underlying price, yield curve, correlations, volatility, default rates and
other factors. Unlisted equity securities are based on cross checks using different methodologies such as discounted cash flows
techniques, price earning ratios multiples, adjusted net asset values, taking into account recent transactions on instruments
which are substantially the same if concluded at arm's length between knowledgeable willing parties, if any. The use of valuation
techniques and assumptions could produce different estimates of fair value. However, valuations are determined using generally
accepted models (discounted cash flows, Black&Scholes models, etc.) based on quoted market prices for similar instruments
or underlyings (index, credit spread, etc.) whenever such directly observable data are available and valuations are adjusted for
liquidity and credit risk.

Valuation techniques may be used when there is little observation of transaction prices as an inherent characteristic of the
market, when quotes made available by external pricing providers are too dispersed or when market conditions are so dislocated
that observed data can not be used or need significant adjustments. Internal mark to model valuations are therefore normal
market practices for certain assets inherently scarcely traded or exceptional processes implemented due to specific market
conditions.

•  Use of valuation techniques in dislocated markets

The dislocation of certain markets may be evidenced by various factors, such as very large widening of bid ask spreads which
maybe helpful indicators in understanding whether market participants are willing to transact, wide dispersion in the prices of the
small number of current transactions, varying prices over time or among market participants, inexistence of secondary markets,
disappearance of primary markets, closing down of dedicated desks in financial institutions, distress and forced transactions
motivated by strong needs of liquidity or other difficult financial conditions implying the necessity to dispose of assets immediately
with insufficient time to market the assets to be sold, and large bulk sales to exit such markets at all costs that may involve side
arrangements (such as sellers providing finance for a sale to a buyer). Transactions do not meet the definition of a forced or
distress sale if the seller had a reasonable amount of time to market the assets or there were a number of parties competing to
buy. However, in an inactive market, a transaction price for the same instrument might not represent fair value if the transaction
involved a seller that needed to sell the assets and there was one or very few buyers.

In such cases, the Group uses valuation techniques including observable data whenever possible and relevant, adjusted if needed
to develop the best estimate of fair value, including adequate risk premium or develops a valuation model based on unobservable
data representing estimates of assumptions that willing market participants would use when prices are not current, relevant or
available without undue costs and efforts: in inactive markets, transactions may be inputs when measuring fair value, but would
likely not be determinative and unobservable data may be more appropriate than observable inputs. The objective of these
models is to arrive at the price at which an orderly transaction would take place between market participants (a willing buyer and
a willing seller) at the measurement date.

For those assets for which the Group used mark to model valuations because of dislocated market conditions, sensitivities are
disclosed in section 9.9.2 below, even when such techniques are based on a majority of observable inputs.

299

9.9.2. Financial assets recognized at fair value excluding derivatives

Amounts presented exclude the impact of all derivatives (set out in Notes 19.3 and 19.5) and investment funds accounted for using
the equity method. Investment funds accounted for using the equity method represented assets of €1,192 million at December 31,
2008 (€1,160 million at December 31, 2007 and €1,294 million at December 31, 2006).
The breakdown by valuation method of financial assets recognized at fair value is as follows:

    December 31,2008   December 31, 2007   December 31,2006    
(in Euro million)   Fair value
determined directly
by reference to
an active market (1)		   Fair value
assets not quoted
in an active
market/No
active market (2)		   TOTAL   Fair value
determined directly
by reference to
an active market (1)		   Fair value
assets not quoted
in an active
market/No
active market (2)		   TOTAL   Fair value
determined directly
by reference to
an active market (1)		   Fair value assets not quoted in an active market/No active market (2)   TOTAL  
Debt securities   149,419   109,214   258,633   207,030   39,123   246,153   208,638   38,659   247,297  
Equity securities   14,090   2,136   16,226   32,075   3,723   35,799   34,961   3,544   38,505  
Non controlled investment funds   2,387   3,026   5,413   2,182   1,406   3,588   3,662   1,157   4,819  
Loans   595   198   792   5   963   968   792   53   845  
Financial investments and loans
available for sale		   166,491   114,574   281,065   241,292   45,215   286,508   248,053   43,413   291,467  
Investments in real estate properties   193   2,204   2,398   2,667   1,469   4,137   4,800   1,172   5,972  
Debt securities   15,608   28,910   44,518   44,288   11,639   55,927   45,248   4,458   49,706  
Equity securities   7,804   2,911   10,715   14,435   5,158   19,593   18,461   3,737   22,198  
Non controlled investment funds   464   584   1,049   436   798   1,234   315   866   1,182  
Other assets held by controlled
investment funds designated as
at fair value through profit or loss		   2,143   4,143   6,286   2,152   2,366   4,518   1,738   1,407   3,145  
Loans   -   45   45   -   40   40   82   3,111   3,194  
Financial investments and loans
designated as at fair value
through profit or loss		   26,213   38,798   65,011   63,978   21,471   85,448   70,645   14,751   85,397  
Debt securities   628   513   1,141   723   442   1,165   582   662   1,244  
Equity securities   202   5   207   452   -   452   474   -   474  
Non controlled investment funds   106   41   147   118   25   143   109   4   113  
Loans   7   -   7   77   -   77   227   -   227  
Financial investments and
loans held for trading		   944   559   1,502   1,369   467   1,836   1,392   666   2,057  
TOTAL FINANCIAL INVESTMENTS
AND LOANS ACCOUNTED
FOR AT FAIR VALUE		   193,648   153,930   347,578   306,639   67,153   373,792   320,090   58,830   378,920  

N.B.: This table excludes assets backing contracts where the financial risk is borne by policyholders.

Methods applied to determine the fair value of held assets measured at fair value in the financial statements are described in
section 9.9.1 above. The group applies the IAS39 fair value hierarchy.

Assets classification

Fair values determined in whole directly by reference to an active market (column (1)) relate to prices which are readily and regularly
available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual
and regularly occurring market transactions on an arm's length basis, i.e. the market is still active.

Fair values for assets not quoted in an active market/No active market (column (2)) include:

•  values provided at the request of the Group by pricing services and which are not readily publicly available or values provided
by external parties which are readily available but relate to assets for which the market is not always active, and

•  assets measured on the basis of valuation techniques including a varying degree of assumptions supported by market
transactions and observable data.

a) Fair values determined in whole directly by reference to an active market (column (1))

Most of the equity securities traded on exchange markets, government bonds, government related bonds and corporate bonds
were previously (years ending at December 31, 2006 and 2007 shown above) considered as quoted in an active market, with
quotes or consensus prices readily available. Quotes provided by external pricing services are presented in column (1) if readily
regularly and publicly available and if related markets are considered as active. Brokers and vendors quotes are presented in
column (2) if there is no active market due to the inherent characteristic of the instrument or if the market is no longer active. As
at December 31, 2008, a significant portion of bonds (mainly corporate bonds), although still measured using the same valuation

300        2008 ANNUAL REPORT

sources (mainly quotes from external pricing providers) were no longer considered to be quoted in an active market and were
therefore presented in column (2) because of the increasing illiquidity of such markets leading to markets which were no longer
active. Liquidity for debt instruments is assessed using a multi criteria approach including the number of quotes available, the
place of issuance of such instruments and the evolution of the widening of bid ask spreads.

b) Fair values of assets not quoted in an active market - no active markets (column (2))

Amounts presented in column (2) represent a variety of circumstances. A financial instrument is regarded as not quoted in an active
market if there is little observation of transaction prices as an inherent characteristic of the instrument, when there is a significant
decline in the volume and level of trading activity, in case of significant illiquidity or if observable prices can not be considered as
representing fair value because of dislocated market conditions. Characteristics of inactive markets can therefore be very different
in nature, inherent to the instrument or be indicative of a change in the conditions prevailing in certain markets.

Among amounts presented in column (2), fair values determined in whole or in part using a valuation technique based on
assumptions that are not supported by a majority of prices from observable current market transactions in the same instrument or
a majority of available observable market data represented as at December 31, 2008 less than 3.4% (2.2%1 as at December 2007)
of financial invested assets held by the Group excluding assets backing contracts where the financial risk is borne by policyholders
(including an estimation of the extent to which external quotes on inactive markets are based on observable data).

Assets such as certain unquoted debt instruments, instruments issued on private markets such as private equity securities or
private loans were always considered as not quoted in active markets as an inherent characteristic of these investments and
were included in column (2) in all periods presented. Valuations are based either on external pricing providers or internal models
using techniques commonly used by market participants. Valuation teams make the maximum use of current transaction prices
if any and observable data but some of the underlying sectors to which the investment relate may be so particular that significant
adjustments are performed or unobservable data are used. Private equity funds of funds are measured on the basis of the latest
Net Asset Values of funds provided to the Group.

As mentioned in 9.9.2.(a), many corporate bonds held by the Group were presented in column (2) as at December 31, 2008 as
opposed to December 31, 2007 and 2006 because of the significant illiquidity of such markets at the end of the period. Valuation
sources were however unchanged, even if market participants recognize that available quotes include more than expected credit
defaults and an adequate associated risk premium, i.e. such prices/spreads reflect liquidity premiums in excess of credit risks
and funding costs associated with the inherent characteristics of the instruments.

A significant portion of ABS (Asset Backed Securities) and CDOs (Collaterized Debt Obligations) held by the Group were transferred
to column (2) as at December 2007 when markets became no longer active while still measured using the same valuation
approaches (mainly external valuations and indices). As at December 31, 2008, the turmoil reached a further point of dislocation.
Many financial institutions closed their desks dedicated to structured assets deals and were no longer in a position of delivering
meaningful quotes with the appropriate knowledge and dedication at the end of year 2008. The lack of activity with very few
prices representing arm's length transactions between willing market participants restricted the possibility and the relevance to
refer to the very limited number of observed deals. As a result, more valuation techniques were introduced at year end based on
a maximum use of observable inputs whenever possible.

Such models incorporate factors that market participants would consider in setting a price and are consistent with accepted
economic methodologies for pricing financial instruments. They were applied except when the uncertainty surrounding valuation
was assessed as being too significant to exercise an adequate judgment in setting the appropriate risk margins (in which case
assets remained measured on the basis of available quotes). For the purpose of the modeling, ABS and CDOs were ranked
according to their underlying risks characteristics such as their underwriting and origination year for example to determine the
appropriate set of assumptions to be used, giving consideration to market conditions in pricing these instruments. Cash flows were
developed based on current observable inputs reflecting the credit metrics of each type of underlying assets: for example weighted
average rating factors - WARF - provided by rating agencies, historical default rates or third parties credit defaults studies, with
loss severity assumptions and recovery lag, adjusted with adequate risk margins to reflect the uncertainty related to these inputs
and the historical dimension of some of these data. Risk adjusted discount rates have been based on interest rates and discount
margins derived from observations of implied rates of return adjusted considering the current evolution of available quotes which
reflect spreads widening due to increased liquidity risks. The objective of these models is to arrive at the price at which an orderly
transaction would take place between market participants (a willing buyer and a willing seller) at the measurement date.

For ABS and CDOs measured as at December 31, 2008 using the valuation techniques described above (€7,787 million):

•   using alternative credit risks assumptions higher by 25% would impact net income by €-4.4 million, net of tax and policyholders'
participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by €-13.8 million net of
tax and policyholders' participation related adjustments;

•   using alternative discount margins higher by 25% would impact net income by €-56.2 million, net of tax and policyholders'
participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by €-86.8 million, net of
tax and policyholders' participation related adjustments.

(1) Restated in 2008 in comparison with 2007 in order to take into account a change in the way the amount of such assets based on a limited number of
observable data was estimated: at the end of 2008, the two proportions disclosed for 2008 and 2007 are based on an estimation of the weight of observable
data used by external pricing services when setting their quotes, while such estimated look though exercize was not performed at the date of issuance
of December 31, 2007 financial statements.

301

9.10. INVESTMENTS BACKING CONTRACTS WHERE THE FINANCIAL RISK IS
BORNE BY POLICYHOLDERS

        Fair Value (a)      
(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Investment properties   2,350   3,733   3,957  
Equity securities & non controlled investment funds   103,698   155,397   148,286  
Debt securities   20,258   15,321   14,368  
Others   5,684   8,377   9,951  
Total Insurance activities   131,990   182,827   176,562  

(a) Fair value equals carrying value.

These investments (including investment properties) are measured at fair value through profit or loss. Financial assets included
in these investments are stated at fair value through profit or loss under the fair value option.

As described in Note 4 (Management of financial and insurance risks), the financial risk associated with these contracts is borne
by policyholders, except for contracts that offer some investment-related guarantees.

302        2008 ANNUAL REPORT

NOTE 10 > INVESTMENTS IN ASSOCIATES CONSOLIDATED
BY EQUITY METHOD

    2008  
(in Euro million)   January 1   Acquisitions &
disposals		   Contribution
to net income		   Currency
translation impact		   Other
changes (a)		   December 31  
Kyobo AXA Investment Managers Company Limited   -   24   1   (2)   -   22  
AXA Insurance Holding Japan   -   19   (3)   4   -   19  
Aragon AG   -   40   -   -   -   40  
Neuflize Vie (previously NSM Vie)   -   -   4   -   89   93  
Reso Garantia   -   800   -   (107)   (2)   692  
AXA Mandiri Financial Services   8   -   5   (2)   (3)   8  
Argovie   27   -   2   -   (2)   26  
Banque de Marchés et d'Arbitrage   7   -   2   -   (7)   1  
AXA Asia Pacific Holdings associates   20   1   6   (3)   (7)   17  
Roland Rechtsschutz Versicherung AG   27   -   5   -   (2)   30  
Krungthai AXA Life Insurance Company Ltd   18   -   6   2   (4)   22  
Philippines AXA Life Insurance Corporation   14   -   4   (1)   -   17  
Other   27   (1)   (9)   -   13   30  
TOTAL   147   884   21   (109)   76   1,018  

(a) Includes dividend distributions and changes in consolidation method.

 

In 2008, "other changes" notably included:

•  The capital increase (€23 million) and the change in consolidation method (€66 million) of Neuflize Vie (previously NSM Vie).
This company was proportionately consolidated and is now consolidated by equity method;

•  The capital increase of AXA Minmetals (€11 million), included in the line "Other";

•  The capital reduction of Banque de Marchés et d Arbitrage (€-6 million).

In 2008, "Acquisitions & disposals" notably included:

•   Reso Garantia, with a goodwill of €588 million at December 31, 2008 and a Property & Casualty renewals intangible of
€20 million;

•   Kyobo AXA Investment Managers Company Limited, with a goodwill of €7 million at December 31, 2008.

 

    2007  
(in Euro million)   January 1   Acquisitions &
disposals		   Contribution
to net income		   Currency t
ranslation impact		   Other
changes (a)		   December 31  
AXA Affin General Insurance Berhad   29   -   -   -   (29)   -  
Pt AXA Mandiri Financial Services   6   -   4   (1)   (1)   8  
Argovie   27   -   2   -   (2)   27  
Banque de Marchés et d'Arbitrage   7   -   -   -   -   7  
AXA Asia Pacific Holdings associates   14   2   9   -   (5)   20  
Roland Rechtsschutz Versicherung AG   25   -   5   -   (2)   27  
Winterthur Life (Hong Kong) Ltd(b)   1   -   -   -   -   -  
Krungthai AXA Life Insurance Company Ltd   13   -   3   1   -   18  
Philippines AXA Life Insurance Corporation   11   -   5   (1)   -   14  
Other   11   3   (14)   -   27   27  
TOTAL   144   5   13   (2)   (13)   147  

(a)  Includes dividend distributions and changes in consolidation method.

(b)  Following its sale to AXA Asia Pacific Holdings, this entity is now fully consolidated.

303

In 2007, "other changes" notably included:

•  The change in consolidation method of AXA Affin General Insurance Berhad. This company is now fully consolidated
(€-29 million).

•  The entry in the scope of consolidation of AXA Minmetals at December 31, 2007 (€16 million).

 

    2006  
(in Euro million)   January 1   Acquisitions &
disposals		   Contribution
to net income		   Currency
translation impact		   Other
changes (a)		   December 31  
AXA Affin General Insurance Berhad   -   -   18   -   11   29  
Pt AXA Mandiri Financial Services   -   -   2   -   3   6  
Argovie   26   -   2   -   (1)   27  
Banque de Marchés et d'Arbitrage   11   -   -   -   (4)   7  
CFP-Crédit   34   -   -   -   (34)   -  
AXA Insurance Investment Holding   41   -   -   -   (41)   -  
AXA Asia Pacific Holdings associates   26   (14)   8   -   (6)   14  
Parfimmo   24   -   -   -   (24)   -  
Roland Rechtsschutz Versicherung AG   24   -   4   -   (2)   25  
Winterthur Life (Hong Kong) Ltd. (b)   -   1   -   -   -   1  
Krungthai AXA Life Insurance Company Ltd   -   -   (4)   1   16   13  
Philippines AXA Life Insurance Corporation   -   -   3   (2)   10   11  
Other   23   -   (1)   -   (11)   11  
TOTAL   208   (14)   34   (1)   (83)   144  

(a)  Includes dividend distributions and changes in consolidation method.

(b)  Following its sale to AXA Asia Pacific Holdings, this entity is now fully consolidated.

 

 

In 2006, "other changes" notably included:

•  The merger of associate CFP-Crédit with fully consolidated CFP (€-34 million).

•  The sale of AXA RE (included in the Other items: €-2 million) and Parfimmo in Belgium (€-24 million).

•  The liquidation of AXA Insurance Investment Holding in Singapore (€-41 million).

•  The entries into the scope of consolidation of Krungthai AXA Life Insurance Company Ltd (€16 million), Philippines AXA Life
Insurance Corporation (€10 million), AXA Mandiri Financial Services (€3 million) and AXA Affin General Insurance Berhad in
Asia-Pacific (€11 million).

•  The merger of AXA Asia Pacific Holdings subsidiaries with AXA Bharti and AXA Affin.

In the years ended December 31, 2008, 2007 and 2006, AXA received cash dividends from equity-accounted companies totaling
€3 million, €5 million and €4 million, respectively.

This excludes investment funds and real estate companies consolidated by equity method, which are presented under financial
investments.

304        2008 ANNUAL REPORT

NOTE 11 > RECEIVABLES

    December 31, 2008   December 31,2007   December 31, 2006
Restated (b)		  
(n Euro million)   Gross value   Impairment   Carrying
value		   Fair value   Gross value   Impairment   Carrying
value		   Fair value   Carrying
value		   Fair value  
Deposits and Guarantees   1,320   -   1,320   1,320   1,310   -   1,310   1,310   1,078   1,078  
Current accounts receivable
from other companies		   1,111   (12)   1,099   1,099   996   (40)   956   956   839   840  
Receivables from policyholders,
brokers and general agents		   3,762   (307)   3,455   3,455   3,607   (269)   3,338   3,338   3,331   3,330  
Premiums earned but not written   1,601   -   1,601   1,601   1,812   -   1,812   1,812   1,895   1,895  
Other receivables   5,180   (27)   5,153   5,153   4,747   (24)   4,724   4,724   4,732   4,732  
Receivables arising from direct
insurance and inward
reinsurance operations		   12,975   (346)   12,629   12,629   12,473   (333)   12,140   12,140   11,873   11,874  
Deposits and Guarantees   97   (4)   92   92   63   -   63   63   15   15  
Receivables from reinsurers   992   (85)   907   907   834   (71)   762   762   740   740  
Other receivables   153   (5)   148   148   94   (7)   87   87   50   50  
Receivables arising from
outward reinsurance operations		   1,242   (95)   1,148   1,148   991   (79)   913   913   805   805  
Receivables arising from banking
activities(c)		   19,007   (404)   18,604   19,120   17,651   (391)   17,260   17,176   14,063   14,026  
Receivables-current tax   2,524   -   2,524   2,524   1,314   -   1,314   1,314   989   990  
Receivables relating to investments
under lending agreements and
equivalent		   2,160   -   2,160   2,160   4,462   -   4,462   4,462   4,732   4,732  
Others(a)   11,656   (299)   11,357   11,364   11,406   (210)   11,196   11,196   14,187   14,190  
Other receivables   35,347   (702)   34,644   35,168   34,833   (601)   34,232   34,148   33,971   33,937  
TOTAL RECEIVABLES   49,564   (1,143)   48,421   48,945   48,297   (1,012)   47,285   47,201   46,648   46,615  

(a)  Includes separate assets related to employee benefits (see Note 25.2).

(b)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group has adjusted certain items impacting the allocation of Winterthur
purchase price.

(c)  At December 31, 2007, carrying value was €84 million higher than fair value on receivables arising from banking activities, mainly due to bank customer
loans in Belgium. For these loans, the fair value is an estimation of the exit price in the case of an emergency sale to cover liquidity needs. However, clients
have a contractual obligation to reimburse the capital borrowed.

Credit risk exposure, mainly relating to receivables from reinsurers, is covered in Note 4 "Financial and insurance risk
management".

305

NOTE 12 > CASH AND CASH EQUIVALENTS
12.1. CASH AND CASH EQUIVALENTS

(in Euro million)   December 31, 2008
Carrying value(a)		   December 31, 2007
Carrying value(a)		   December 31, 2006
Carrying value(a)(b)		  
Arising from insurance activities   25,518   14,211   17,742  
Arising from banking activities   265   178   283  
Arising from other activities(b)   6,444   4,295   3,144  
Cash and cash equivalents   32,227   18,684   21,169  

(a)  Fair value is equal to net carrying value.

(b) Includes SPEs and CDOs previously disclosed in the caption "Arising from banking activities".

This table excludes cash held by consolidated investment funds in the "Satellite Investment Portfolio", as defined in
section 1.7.2.

Cash and cash equivalents increased by €13,542 million compared to 2007 mainly due to:

•  The US Life & Savings (€+5,724 million) mainly due to cash received on Variable Annuity guarantees (GMxB) derivatives
(€+4,140 million);

•   France Life & Savings (€+1,934 million) due to matured fixed maturities whose cash was not reinvested to maintain a high level
of cash;

•  AXA SA (€+1,590 million) as a result of a liquidity risk management adapted to prevailing market conditions and due to margin
calls from banks relating to collateral agreements;

•  AXA Japan (€+1,104 million) mainly due to the operating activity (€+843 million) and the foreign currency impact
(€+401 million);

•  AXA MPS (€+690 million) due to the asset relocation between sale of government bonds (€+6,206 million) and purchase of
corporate bonds (€-5,191 million).

12.2. CHANGES IN CASH AND CASH EQUIVALENTS

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Cash and cash equivalents as at December 31   32,227   18,684   21,169  
Bank overdrafts(a)   (1,415)   (1,493)   (1,338)  
Net cash and cash equivalents as at December 31(b)   30,811   17,192   19,831  

(a)  Included in "Other debt instruments issued and bank overdrafts".

(b) The "Cash and cash equivalents" balances shown in the statement of consolidated cash flows do not include cash balances of consolidated investment
funds from the Satellite Investment Portfolio (see Note 1.7.2). As described in Note 1.20, the "Cash and cash equivalents" item in the statement of
consolidated cash flows excludes cash backing contracts where the financial risk is borne by policyholders (unit-linked contracts).

At December 31, 2008, total consolidated net cash and cash equivalents amounted to €30,811 million, net of €1,415 million bank
overdrafts classified under "Other debt instrument issued and bank overdrafts" in the consolidated balance sheet (at the end of
2007: €17,192 million cash and cash equivalents, net of €1,493 million of bank overdrafts).

Net cash provided by operating activities totaled €21,319 million in 2008, as compared to €19,413 million in 2007, mainly due to the
cash received on GMxB derivatives in the US Life & Savings, partly offset by the unfavorable operating performance in 2008.

Net cash used in investing activities was €7,421 million in 2008 and mainly consisted of:

•   net cash used in the purchase and sale of financial invested assets amounted to €3,760 million;

•  cash used in the purchase of subsidiaries and affiliated companies (net of cash acquired) amounted to €2,273 million and
principally consisted of the acquisitions of Seguros ING, SBJ Group and RESO Garantia, and of the minority shareholders'
buyout of AXA OYAK.

 

Net cash used in investing activities was €18,543 million in 2007 and mainly consisted of:

•   net cash used in the purchase and sale of financial invested assets amounted to €23,153 million;

•   cash used in the purchase of subsidiaries and affiliated companies (net of cash acquired) amounted to €3,275 million principally
consisted of the acquisitions of MPS Vita and Danni, Alpha insurance, Thinc Group (renamed Bluefin Advisory Services Limited
from December 31, 2008), Venture Preference limited (renamed Bluefin Insurance Group Ltd from December 31, 2008), Kyobo
Auto and ELLA bank;

•   cash received from the disposal of subsidiaries and affiliated companies amounted to €2,735 million and principally consisted
of the sale of the Netherlands' operations and Winterthur's US Property & Casualty subsidiary.

306       2008 ANNUAL REPORT

Net cash relating to financing activities totaled €-308 million in 2008 mainly due to:

•   dividends payments of €-2,887 million, partly offset by

•  €2,319 million of net cash related to Group financing, including €2.3 billion issue of commercial paper by the Company.

 

Net cash relating to financing activities totaled €-3,164 million in 2007 mainly due to:

•   dividends payments of €-2,714 million,

•   a capital reduction of €-1,913 million due to the cancellation of shares acquired under the share buyback program, and

•  €-1,046 million equity instruments repayment (including €-833 million repayment of deeply subordinated debt), partly offset
by

•  €+2,547 million equity instruments issued (including €+1,749 million issue of perpetual deeply subordinated notes and an
employee share offering for €+552 million).

307

NOTE 13 > SHAREHOLDERS' EQUITY, MINORITY INTERESTS AND
OTHER EQUITY

13.1. IMPACT OF TRANSACTIONS WITH SHAREHOLDERS

13.1.1. Change in shareholders' equity Group share in 2008

a) Share capital and capital in excess of nominal value

In 2008, the following transactions had an impact on AXA's share capital and capital in excess of nominal value:

•   Employee share offering (November 2008) for €460 million (including €57 million in nominal share capital);

•   Exercise of stock options and share subscription rights for a total of €72 million (including €8 million in nominal share
capital).

b) Treasury shares

At December 31, 2008, the Company and its subsidiaries owned approximately 29 million AXA shares, a decrease of 1.6 million
shares or €169 million compared to December 31, 2007

At December 31, 2008, the carrying value of treasury shares and related derivatives was €451 million, representing 1.40% of the
share capital. This figure included €2.1 million relating to AXA shares held by consolidated mutual funds (0.1 million shares) not
used to back contracts where financial risk is borne by policyholders.

This caption also included a €96 million premium paid in 2007 for call options on AXA shares.

At December 31, 2008, 2.6 million treasury shares backing contracts where financial risk is borne by policyholders held in controlled
funds were not deducted from shareholders' equity. Their total estimated historical cost was €53 million and their market value
€41 million at the end of December 2008.

c)  Perpetual debt and related financial expenses

As described in paragraph 1.12.2 of the accounting principles, the perpetual deeply subordinated notes issued by the Group do
not qualify as liabilities under IFRS.

Subordinated perpetual debt is classified in shareholders' equity at its historical value as regards interest rates and its closing
value as regards exchange rates. The corresponding exchange differences are cancelled out through the translation reserve.

In 2008, the change in other reserves was due to €-299 million in interest expense on the deeply subordinated debt, and
€-420 million in exchange rate differences.

308        2008 ANNUAL REPORT

At December 31, 2008, 2007 and 2006, perpetual debt recognized in shareholders' equity broke down as follows:

    December 31, 2008   December 31, 2007   December 31,2006  
[in Euro million)   Value of
the perpetual
debt In currency
of Issuance
(In million)		   Value of the
perpetual debt
In Euro million		   Value of
the perpetual
debt In currency
of Issuance
(In million)		   Value of the
perpetual debt
In Euro million		   Value of
the perpetual
debt In currency
of Issuance
(In million)		   Value of the
perpetual debt
In Euro million
October 29, 2004 - 375 M€ 6%   375   375   375   375   375   375
December 22, 2004 - 250 M€ 6%   250   250   250   250   250   250
January 25, 2005 - 250 M€ 6%   250   250   250   250   250   250
July 6, 2006 -1000 M€ 5.777%   1,000   994   1,000   994   1,000   995
July 6, 2006 - 500 M£ 6.666%   500   520   500   676   500   739
July 6, 2006 - 350 M£ 6.6862%   350   367   350   477   350   521
October 26, 2006 - 600 M$AUD
(of which 300M A$ 7.5%)		   600   293   600   355   600   356
November 7, 2006 - 150 M A$ 7.5%   150   74   150   89   150   89
December 14, 2006 - 750 M US$ 6.4630%   750   536   750   507   750   567
December 14, 2006 - 750 M US$ 6.3790%   750   536   750   507   750   567
October 5, 2007 - 750 M€ 6.211 %   750   746   750   746   -   -
October 16, 2007 - 700 M£ 6.772 %   700   732   700   952   -   -
Sub-total Perpetual Deeply Subordinated
notes ("TSS")		       5,674       6,179       4,709
Perpetual notes - variables rates in €   844   844   844   844   1,404   1,404
Perpetual notes - 3.29% in JPY   27,000   214   27,000   164   27,000   172
Perpetual notes - (of which 500 M US$ at 7.1%) in US$   875   629   875   594   1,275   968
Sub-total Deeply Subordinated notes
("TSDI")		       1,687       1,602       2,544
Net Related Financial Expenses       (956)       (657)       (367)
Sub-Total Perpetual debt       6,405       7,124       6,886
Equity component of convertible debt (2017)   95   95   95   95   203   203
TOTAL   -   6,500   -   7,219   -   7,090

 

Some of these instruments contained the following features:

•   Early redemption clauses (calls) at the Group's option, giving AXA the ability to redeem the principal amount before settlement
without penalty on certain dates;

•   Interest rate step-up clauses with effect from a given date.

d) Dividends paid

At the April 22, 2008 shareholders' meeting, shareholders approved a dividend distribution of €2,473 million with respect to the
2007 financial year.

13.1.2. Change in shareholders' equity Group share in 2007

a) Share capital and capital in excess of nominal value

In 2007, the following transactions had an impact on AXA's share capital and capital in excess of nominal value:

•   Capital reduction of €-1,899 million by cancelling shares acquired under the share buyback program (including €-145 million
in nominal share capital);

•   Employee share offering (November 2007) for €552 million (including €51 million in nominal share capital); and

•   Exercise of stock options and share subscription rights for a total of €152 million (including €20 million in nominal share
capital).

b) Treasury shares

At December 31, 2007, the Company and its subsidiaries owned approximately 31 million AXA shares, an increase of 1 million
shares or €99 million compared to December 31, 2006.

During the year, AXA pursued its share purchase program to control dilution arising from share-based compensation and
employee Shareplan program, and purchased 70.4 million shares for a total amount of €2,125 million (including "AXA Miles"). Of
these €2,125 million, €1,899 million were cancelled by a decrease in share capital.

309

In addition, AXA paid a €96 million premium for call options on AXA shares with an automatic exercise feature, to fully neutralize
the dilutive impact of the 2017 convertible bonds.

At December 31, 2007, the carrying value of treasury shares and related derivatives was €620 million, representing 1.49% of the
share capital. This figure included €18 million relating to AXA shares held by consolidated mutual funds (0.9 million shares) not
used to back contracts where the financial risk is borne by policyholders.

At December 31, 2007, 2.7 million treasury shares backing contracts where the financial risk is borne by policyholders held in
controlled funds were not deducted from shareholders' equity. Their total estimated historical cost was €74 million and their
market value €75 million at the end of December 2007

c)  Perpetual debt and related financial expenses

In 2007, the change in other reserves was due to:

(i) a €1,749 million issue of perpetual deeply subordinated note, a €-833 million repayment of deeply subordinated debt, €-289
million in interest expense, and €-388 million in exchange differences. The perpetual deeply subordinated notes were issued
to finance the repayment of maturing borrowings, and comprised the following:

• a €750 million perpetual deeply subordinated note placed on October 5, 2007, and

• a £700 million perpetual deeply subordinated note (approximately €1.0 billion) placed on October 16, 2007

(ii) a €109 million decrease in equity component of financial instruments issued: following the decision taken during the meeting
of holders of the 2014 AXA convertible bonds to have a final conversion date of the bonds on January 26, 2007 in exchange
for a cash payment in respect of the value of the conversion option, the equity component of the bond (i.e. the conversion
option), representing an amount of €109 million, has been cancelled as a counterpart to the payment.

d)  Dividends paid

At the May 14, 2007 shareholders' meeting, shareholders approved a dividend distribution of €2,218 million with respect to the
2006 financial year.

13.1.3. Change in shareholders' equity Group share in 2006

a) Share capital and capital in excess of nominal value

In 2006, the following transactions had an impact on AXA's share capital and capital in excess of nominal value:

•  A rights issue with preferential subscription rights made on July 11, 2006 to finance the acquisition of Winterthur for a total
amount of €4,091 million (including €477 million in nominal share capital);

•  Employee share offering (November 2006) for €375 million (including €35 million in nominal share capital);

•  Capital reduction of €-305 million by cancelling shares acquired under the share buyback program (including €-26 million in
nominal share capital);

•  Exercise of stock options for a total of €131 million (including €19 million in nominal share capital);

•  Conversion of share subscription rights for €8 million (including €1 million in nominal share capital);

•  Other transactions (mainly bond conversions and capital gains on treasury shares) for a total of €7 million.

b) Treasury shares

At December 31, 2006, the Company and its subsidiaries owned approximately 30 million AXA shares, a decrease of €137 million
with respect to December 31, 2005. The decrease was mainly due to the exercise of AXA stock options by employees of
AXA Financial, which led to the sale of 6 million treasury shares during the period.

The carrying value of treasury shares and related derivatives was €521 million, representing 1.41% of the share capital. This figure
included €43 million relating to AXA shares held by consolidated mutual funds (2.1 million shares) not used to back contracts
where the financial risk is borne by policyholders.

At December 31, 2006, 4.1 million treasury shares backing contracts where the financial risk is borne by policyholders held in
controlled funds were not deducted from shareholders' equity. Their total estimated historical cost was €121 million and their
market value €127 million at the end of December 2006.

c)  Perpetual debt and related financial expenses

In 2006, the change in other reserves was due to a €3,794 million issue of perpetual deeply subordinated notes, €-160 million
in interest expense, and €-95 million in foreign exchange differences.

The perpetual deeply subordinated notes were issued to finance the acquisition of Winterthur, and comprised the following:

•  a triple tranche perpetual deeply subordinated notes placed on July 6, 2006 for a total amount of approximately €2.2 billion:
i) €1 billion for the Euro perpetual non call ten years tranche (issued at a spread of 150 basis points over Euribor),

ii) £500 million for the Sterling perpetual non call ten years tranche (issued at a spread of 150 basis points over Libor),
ii) £350 million for the Sterling perpetual non call twenty years (issued at a spread of 175 basis points over Libor);

•  AXA also placed in October 2006 a triple tranche Australian perpetual deeply subordinated note issue for a total amount of
AU$750 million (approximately €0.5 billion);

310        2008 ANNUAL REPORT

 

• On December 11, 2006 AXA priced a two-tranche perpetual deeply subordinated note issue for a total amount of US$1.5 billion
(approximately €1.1 billion):

i) US$750 million for the US$ perpetual deeply subordinated non call twelve years tranche,
ii) US$750 million for the US$ perpetual deeply subordinated non call thirty years tranche.

d) Dividends paid

The shareholders' meeting of May 4, 2006, approved a dividend payout of €1,647 million in respect of financial year 2005.

13.2. RECOGNIZED INCOME AND EXPENSE FOR THE PERIOD

The statement of recognized income and expense for the period (SoRIE), which is a part of the consolidated statement of
shareholders' equity, includes net income for the period, the reserve relating to the change in fair value of available for sale financial
instruments, the translation reserve, and actuarial gains and losses on employee benefit obligations.

13.2.1. Recognized income and expense for 2008

a) Reserve related to changes in fair value of available for sale financial instruments included in shareholders'
equity

The change in reserves for unrealized gains and losses on assets available for sale totaled €-5,200 million (net Group share),
mainly attributable to the United States (€-1,120 million), Belgium (€-1,064 million), France (€-605 million), the Mediterranean &
Latin American region (€-417 million) and the Company (€-1,099 million).

The reduction in gross unrealized gains and losses on assets available for sale totaled €-6,452 million, mainly due to equity
securities (€-7,825 million) resulting from the accelerated market declines in January and September 2008, partly offset by a
€+1,797 million increase from debt securities following the reduction of interest rates and despite corporate spread widening.

The following table shows reconciliation between gross unrealized gains and losses on available for sale financial assets and the
corresponding reserve recognized in shareholders' equity:

(in Euro million)   December 31, 2008   December 31, 2007   December 31,2006  
Gross unrealized gains and losses(a)   1,250   7,702   17,751  
Less unrealized gains and losses attributable to:              
Shadow accounting on policyholders' participation(b)   (1,894)   (1,832)   (7,242)  
Shadow accounting on Deferred Acquisition Costs(c)   246   (152)   (315)  
Shadow accounting on Value of purchased Business In force   (146)   (266)   (394)  
Unallocated unrealized gains and losses before tax   (544)   5,452   9,800  
Deferred tax   102   (698)   (1,833)  
Unrealised gains and loss (net of tax) - Assets available for sale   (441)   4,753   7,966  
Unrealised gains and loss (net of tax) - Equity accounted companies   (1)   -   -  
Unrealized gains and losses (net of tax) - 100% - Total   (443)   4,753   7,966  
Minority interests' share in unrealized gains and losses(d)   35   (48)   (275)  
Translation reserves(e)   55   140   71  
Unrealized gains and losses (Net Group share)   (353)   4,846   7,763  

(a)  Unrealized gains on total available for sale invested assets including loans.

(b)  Including shadow accounting impact on premium deficiency liabilities, after revaluation of available for sale investments

(c)  Net of shadow accounting on unearned revenues and fees reserves.

(d)  Including foreign exchange impact attributable to minority interests.

(e)  Group share.

At the end of 2008, most of the unrealized gains on assets available for sale are observed in the Life & Savings segment, leading
to a significant shadow accounting on policyholders' participation, while most of the unrealized losses are observed in other
segments, mainly Holdings, leading to a total net unrealized loss position.

311

The change in reserves relating to changes in fair value of assets in 2008, 2007, and 2006 broke down as follows:

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Unrealized gains and losses (net of tax) 100%, as at January 1   4,753   7,966   8,365  
Transfer in the income statement on the period(a)   1,665   (1,309)   (791)  
Investments bought in the current accounting period and changes in value   (7,026)   (1,659)   206  
Foreign exchange impact   152   (76)   (106)  
Change in scope and other changes   20   (166)   292  
Unrealized gains and losses (net of tax) 100%, as at December 31   (443)   4,753   7,966  

(a) Transfer induced by disposal of financial assets, impairment write-back following reevaluation, or transfer of expenses following impairment charge during
the period, and fixed maturity securities discount premium impacts.

b) Translation reserve

The impact of foreign exchange rate movements (€-1,234 million) was mainly due to the United Kingdom (€-1,206 million) and the
Company (€-1,213 million driven by change in fair value of currency hedges set up to hedge net investments in foreign operations),
partially offset by Japan (€+890 million), Switzerland (€+537 million) and the United States (€+468 million).

c)  Employee benefits actuarial gains and losses

The main contributors to the €695 million decrease in actuarial gains and losses on employee benefit obligations were the United
States (€-489 million), the United Kingdom (€-122 million).
Additional information on pension benefits is provided in Note 25.2.

13.2.2. Recognized income and expense for 2007

a)  Reserve related to changes in fair value of available for sale financial instruments included in shareholders'
equity

The change in reserves for unrealized gains totaled €-2,917 million (net Group share), mainly relating to France (€-750 million),
Belgium (€-674 million), Germany (€-375 million), the United Kingdom (€-182 million), the United States (€-174 million) and the
Company (€-240 million). The reduction in gross unrealized gains of available for sale financial assets totaled €-10,048 million, mainly
due to debt securities (€-8,128 million) following a rise in interest rates during the year, and equity securities (€-1,798 million).

b) Translation reserve

The impact of foreign exchange rate movements (€-1,392 million) was mainly due to the United States (€-1,242 million, principally
due to the difference between the 2006 and 2007 closing $/€ exchange rates: $1.32 for €1 at the end of 2006 compared to
$1.47 for €1 at the end of 2007), the United Kingdom (€-470 million), and Japan (€-311 million), partially offset by the change in
fair value of currency hedges set up by the Company to hedge net investments in foreign operations (€638 million).

c)  Employee benefits actuarial gains and losses

The main contributors to the €612 million increase in actuarial gains and losses on employee benefit obligations were the United
Kingdom (€+299 million), Germany (€+137 million), the United States (€+53 million) and France (€51 million). Pension liabilities
often have longer duration that the assets held. In the 2007 context of rising interest rates and stability of equity markets, pension
liabilities declined more that the corresponding assets, leading to a positive impact on Group shareholders' equity.

13.2.3. Recognized income and expense for 2006

a)  Reserve related to changes in fair value of available for sale financial instruments included in shareholders'
equity

The change in reserves for unrealized gains totaled €-349 million (net Group share), mainly relating to the United Kingdom
(€-164 million), the United States (€-137 million) and Japan (€-88 million). The reduction in gross unrealized gains of available
for sale financial assets totaled €-4,675 million, and was mainly due to debt securities (€-7,029 million) following a rise in interest
rates during the year, partially offset by an increase in unrealized gains on equity securities (€2,393 million).

b) Translation reserve

The impact of exchange rate movements (€-764 million) was mainly attributable to the United States (€-1,218 million, principally
due to the difference between the 2006 and 2005 closing $/€ exchange rates: $1.32 for €1 at the end of 2006 compared to
$1.18 for €1 at the end of 2005), Japan (€-291 million) and Canada (€-81 million), partially offset by the change in fair value of
currency hedges set up by the Company to hedge net investments in foreign operations (€841 million).

c)  Employee benefits actuarial gains and losses

The main contributors to the €252 million increase in actuarial gains and losses on employee benefit obligations were the United
States (€146 million), Germany (€63 million) and the Netherlands (€16 million).

312        2008 ANNUAL REPORT

13.3. CHANGE IN MINORITY INTERESTS

Under IFRS, minority interests in most investment funds in which the Group invests consist of instruments that holders can
redeem at will at fair value, and qualify as a liability rather than shareholders' equity items. Please refer to Note 17 - Debt (other
than financing debt). The same is true for puttable instruments held by minority interest holders.

13.3.1. Change in minority interests in 2008

The €-213 million decrease in minority interests to €+3,058 million was mainly due to:

•   dividends paid to minority interests holders for €-427 million;

•   change in the scope of consolidation mainly buy out of minority interests in Turkey (€-82 million) and in Germany (€-30 million),
partly offset by the consolidation of AXA Gulf (€+42 million);

•   net income attributable to minority interests for €+313 million.

13.3.2. Change in minority interests in 2007

The €331 million increase in minority interests to €3,272 million was mainly due to:

•   positive net income for the period (€+725 million);

•   changes in the scope of consolidation (€+449 million), mainly due to the acquisition of 50% of MPS Vita and Danni (€+700 million),
partly offset by the buyout of minority interests in Morocco (€-256 million);

•   change in translation reserve (€-182 million);

•   other movements (€-608 million), mainly including dividends paid to minority interests (€-544 million).

13.3.3. Change in minority interests in 2006

The €178 million increase in minority interests to €2,940 million was mainly due to:

•   consolidation of Winterthur (€70 million), mainly in Germany (€56 million) and Switzerland (€12 million);

•   changes in the scope of consolidation in other group entities (€-60 million), mainly due to the buyout of minority interests in
AXA Konzern (Germany);

•   change in translation reserve (€-205 million);

•   net income for the period (€673 million);

•   other movements (€-394 million), mainly comprising dividends paid to minority interests (€-440 million).

313

13.4. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

    Share Capital  
(in Euro million, except for number of shares and nominal value)   Number of shares
(in thousands)		   Nominal value
(euros)		   Share
Capital		   Capital in
excess of
nominal value		   Treasury
shares		  
Shareholders' equity as at January 1, 2008   2,060,753   2.29   4,719   17,363   (716)  
Capital   28,404   2.29   65   -   -  
Capital in excess of nominal value   -   -   -   370   -  
Equity - share based compensation   -   -   -   107   -  
Change in scope of consolidation   -   -   -   -   -  
Treasury shares   -   -   -   -   169  
Equity component of compound financial instruments   -   -   -   -   -  
Deeply subordinated debt   -   -   -   -   -  
Accrued interests - Deeply subordinated debt   -   -   -   -   -  
Other   -   -   -   -   -  
Dividends paid   -   -   -   -   -  
Impact of transactions with shareholders   28,404   2.29   65   477   169  
Reserves relating to changes in fair value through
shareholders' equity		   _   _   _   _   _  
Translation reserves   -   -   -   -   -  
Employee benefits actuarial gains and losses
through OCI(b)		   _   _   _   _   _  
Net income of the period(c)   -   -   -   -   -  
Total recognized income and expense
for the period (SoRIE)		   _   _   _   _   _  
Shareholders' equity as at December 31, 2008   2,089,157   2.29   4,784   17,840   (547)  

NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders' participation, deferred acquisition costs, and value of
business in force.

(a)  Perpetual subordinated debts (TSS, TSDI) and equity components of compounded financial instruments (e.g convertible bonds) (see Note 13.1.1c).

(b) Actuarial gains and losses accrued since opening January 1, 2008.

(c)  Includes €-106 million loss recognized against Other payables. As a reminder, AXA Japan closes its books at the end of September. According to IFRS
principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have been recognized
with a closing date aligned on the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from October to December 2008. This
adjustment reflects mainly the further increase of the credit spreads during this period.

314       2008 ANNUAL REPORT

    Attributable to shareholders                          
        Other reserves                      
Reserves relating to
the change in
fair value of financial
instruments available
for sale		   Reserves relating
to the change
in fair value of hedge accounting
derivatives (cash flow hedge)		   Reserves relating
to revaluation of
tangible assets		   Other(a)   Translation
reserves		   Undistributed
profits and other reserves		   Shareholders'
Equity Group share		   Minority
interests		    
4,846   (11)   4   7,219   (1,478)   13,697   45,642   3,272  
-   -   -   -   -   -   65   -  
-   -   -   -   -   -   370   -  
-   -   -   -   -   -   107   -  
-   -   -   -   -   -   -   (9)  
-   -   -   -   -   -   169   -  
-   -   -   -   -   -   -   -  
-   -   -   (420)   -   -   (420)   -  
-   -   -   (299)   -   -   (299)   -  
-   -   -   -   -   373   373   (376)  
-   -   -   -   -   (2,473)   (2,473)   -  
-   -   -   (719)   -   (2,100)   (2,108)   (385)  
(5,199)   112   _   _   _   _   (5,087)   (86)  
-   -   -   -   (1,234)   -   (1,234)   (19)  
_   _   _   _   _   (695)   (695)   (36)  
-   -   -   "   -   923   923   313  
(5,199)   112   _   _   (1,234)   227   (6,094)   172  
(353)   100   4   6,500   (2,712)   11,824   37,440   3,058  

315

    Share Capital  
(in Euro million, except for number of shares and nominal value)   Number of shares
(in thousands)		   Nominal value
(euros)		   Share
Capital		   Capital in
excess of
nominal value		   Treasury
shares		  
Shareholders' equity as at January 1, 2007   2,092,888   2.29   4,793   18,398   (521)  
Capital   (32,135)   2.29   (74)   -   -  
Capital in excess of nominal value   -   -   -   (1,126)   -  
Equity - share based compensation   -   -   -   92   -  
Change in scope of consolidation   -   -   -   -   -  
Treasury shares   -   -   -   -   (195)  
Equity component of compound financial instruments   -   -   -   -   -  
Deeply subordinated debt   -   -   -   -   -  
Accrued interests - Deeply subordinated debt   -   -   -   -   -  
Other   -   -   -   -   -  
Dividends paid   -   -   -   -   -  
Impact of transactions with shareholders   (32,135)   2.29   (74)   (1,035)   (195)  
Reserves relating to changes in fair value through
shareholders' equity		   _   _   _   _   _  
Translation reserves   -   -   "   -   -  
Employee benefits actuarial gains and losses
through OCI(b)		   _   _   _   _   _  
Net income of the period   -   -   -   -   "  
Total recognized income and expense
for the period (SoRIE)		   _   _   _   _   _  
Shareholders' equity as at December 31, 2007   2,060,753   2.29   4,719   17,363   (716)  

NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders' benefit, deferred acquisition costs, and value of

business in force.

(a)  Perpetual subordinated debts (TSS, TSDI) and equity components of compounded financial instruments (e.g convertible bonds) (see Note 13.1.1c).

(b) Actuarial gains and losses accrued since opening January 1, 2007.

316       2008 ANNUAL REPORT

 

    Attributable to shareholders                          
        Other reserves                      
Reserves relating to
the change in fair value
of financial instruments
available for sale		   Reserves relating
to the change
in fair value of
hedge accounting
derivatives
(cash flow hedge)		   Reserves relating
to revaluation of
tangible assets		   Other(a)   Translation
reserves		   Undistributed
profits and other reserves		   Shareholders' Equity
Group share		   Minority
interests		    
7,763   55   4   7,090   (86)   9,730   47,226   2,940  
-   -   -   -   -   -   (74)   -  
-   -   -   -   -   -   (1,126)   -  
-   -   -   -   -   -   92   -  
(36)   -   -   -   (4)   -   (40)   449  
-   -   -   -   -   -   (195)   -  
-   -   -   (109)   -   -   (109)   -  
-   -   -   528   -   -   528   -  
-   -   -   (290)   -   -   (290)   -  
-   -   -   -   -   (93)   (93)   (608)  
-   -   -   -   -   (2,218)   (2,218)   -  
(36)   -   -   129   (4)   (2,312)   (3,526)   (159)  
(2,880)   (67)   _   _       _   (2,947)   (69)  
-   -   -   -   (1,388)   -   (1,388)   (182)  
_   _   _   _   _   612   612   16  
-   -   -   -   -   5,666   5,666   725  
(2,880)   (67)   _   _   (1,388)   6,278   1,942   490  
4,846   (11)   4   7,219   (1,478)   13,697   45,642   3,272  

317

    Share Capital  
(in Euro million, except for number of shares and nominal value)   Number of shares
(in thousands)		   Nominal value
(euros)		   Share
Capital		  

Capital in
excess of
nominal value

   Treasury
shares		  
Shareholders' equity as at January 1, 2006   1,871,605   2.29   4,286   14,492   (658)  
Capital   221,283   2.29   507   -   -  
Capital in excess of nominal value   -   -   -   3,800   -  
Equity - share based compensation   -   -   -   106   -  
Change in scope of consolidation   -   -   -   -   -  
Treasury shares   -   -   -   -   137  
Equity component of compound financial instruments   -   -   -   -   -  
Deeply subordinated debt   -   -   -   -   -  
Accrued interests - Deeply subordinated debt   -   -   -   -   -  
Other   -   -   -   -   -  
Dividends paid   -   -   -   -   -  
Impact of transactions with shareholders   221,283   2.29   507   3,906   137  
Reserves relating to changes in fair value through
shareholders' equity		   _   _   _   _   _  
Translation reserves   -   -   -   -   -  
Employee benefits actuarial gains and losses
through OCI(b)		   _   _   _   _   _  
Net income of the period           -   -   -  
Total recognized income and expense
for the period (SoRIE)		   _   _   _   _   _  
Shareholders' equity as at December 31, 2006   2,092,888   2.29   4,793   18,398   (521)  

NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders' benefit, deferred acquisition costs, and value of

business in force.

(a)  Perpetual subordinated debt (TSS, TSDI) and equity components of compounded financial instruments (e.g convertible bonds) (see Note 13.1.1c).

(b) Actuarial gains and losses accrued since opening January 1, 2006.

318       2008 ANNUAL REPORT

    Attributable to shareholders                          
        Other reserves                      
Reserves relating to
the change in fair value
of financial instruments
available for sale		   Reserves relating
to the change
in fair value of hedge accounting
derivatives (cash flow hedge)		   Reserves relating
to revaluation of
tangible assets		   Other(a)   Translation
reserves		   Undistributed profits
and other reserves		   Shareholders' Equity
Group share		   Minority
interests		    
8,111   75   3   3,550   681   5,985   36,525   2,763  
-   -   -   -   -   -   507   -  
-   -   -   -   -   -   3,800   -  
-   -   -   -   -   -   106   -  
7   -   -   -   -   -   7   11  
-   -   -   -   -   -   137   -  
-   -   -   -   -   -   -   -  
-   -   -   3,699   -   -   3,699   -  
-   -   -   (160)   -   -   (160)   -  
-   -   -   -   (2)   55   53   (394)  
-   -   -   -   -   (1,647)   (1,647)   -  
7   -   -   3,539   (2)   (1,592)   6,502   (383)  
(355)   (20)   _   _   _   _   (375)   84  
-   -   -   -   (764)   -   (764)   (205)  
_   _   _   _   _   252   252   8  
-   -   -   -   -   5,085   5,085   673  
(355)   (20)   _   _   (764)   5,337   4,198   560  
7,763   55   4   7,090   (86)   9,730   47,226   2,940  

319

NOTE 14 > LIABILITIES ARISING FROM INSURANCE AND INVESTMENT
CONTRACTS

14.1. LIABILITIES ARISING FROM INSURANCE CONTRACTS (GROSS AND
REINSURERS' SHARE)

Liabilities arising from insurance contracts, including those where the financial risk is borne by policyholders, were split by segment
as follows:

    December 31,2008  
(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Total  
Future policy benefit reserves Life & Savings   258,302   -   804   259,105  
Unearned premium reserves   306   8,547   513   9,366  
Claim reserves(b)   9,980   34,691   9,614   54,285  
Of which IBNR(e)   3,228   6,547   4,008   13,783  
Liability adequacy test reserves   -   -   -   -  
Other reserves(c)   3,627   4,118   54   7,800  
Liabilities arising from insurance contracts   272,215   47,356   10,985   330,555  
Of which measured at current market assumptions(d)   6,377   -   46   6,423  
Future policy benefit reserves   85,806   -   -   85,806  
Claim reserves(b|   59   -   -   59  
Of which IBNR(e)   1   -   -   1  
Other reserves   50   -   -   50  
Liabilities arising from insurance contracts where the financial
risk is borne by policyholders		   85,916   _   _   85,916  
Of which measured at current market assumptions(d)   1   -   -   1  
                   
Reinsurers' share in future policy benefit reserves   4,941   -   5   4,946  
Reinsurers' share in unearned premium reserves   3   400   164   567  
Reinsurers' share in claim reserves(b)   529   1,988   3,418   5,935  
Of which IBNR(e)   768   313   381   862  
Reinsurers' share in other reserves   236   (7)   -   229  
Reinsurers' share in liabilities arising from insurance contracts   5,710   2,381   3,586   11,677  
Of which measured at current market assumptions(d)   -   -   -   -  
Reinsurers' share in future policy benefit reserves   13   -   -   13  
Reinsurers' share in claim reserves(b)   -   -   -   -  
Of which IBNR(e)   -   -   -   -  
Reinsurers' share in other reserves   -   -   -   -  
Reinsurers share in liabilities arising from insurance contracts
where the financial risk is borne by policyholders		   13   _   _   13  
Of which measured at current market assumptions(d)   11   -   -   11  
TOTAL LIABILITIES ARISING FROM INSURANCE CONTRACTS,
NET OF REINSURANCE CEDED		   352,407   44,975   7,398   404,780  

NB: Liabilities relating to unearned revenues and fees (see Note 7.3), to policyholders' participation (see Note 14.8), and to derivative instruments (see Note 19.4)
are excluded from the table above.

Reinsurer's share in insurance contracts liabilities relating to policyholders participation (€34 million in 2008, €62 million in 2007 and €58 million in 2006).
as well as derivatives instruments (none in 2008, 2007 and 2006) are excluded from the table above.

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b)  Includes reserves for claim handling costs.

(c)  Notably includes non-life annuities mathematical reserves.

(d) See Note 1.13.2. - Reserves measured according to the option offered by IFRS 4.24 for selective re-measurement of reserves at current market
assumptions.

(e)  For the detail of P&C and International Insurance IBNR, see Note 20.2.4.

320        2008 ANNUAL REPORT

December 31,2007   December 31, 2006 Restated (a)  
Life & Savings   Property &
Casualty		   International
Insurance		   Total   Life & Savings   Property &
Casualty		   International
Insurance		   Total  
239,649   -   228   239,877   252,682   -   285   252,967  
254   8,239   798   9,291   262   7,762   889   8,913  
9,460   34,813   9,860   54,132   9,027   35,039   10,534   54,600  
2,729   6,672   4,218   13,620   2,793   6,965   4,275   14,033  
-   -   -   -   17   -   -   17  
3,329   4,020   61   7,410   3,402   3,410   52   6,864  
252,691   47,072   10,946   310,709   265,391   46,210   11,760   323,361  
19   -   33   52   (263)   -   57   (205)  
113,559   -   -   113,559   108,891   -   -   108,891  
76   -   -   76   85   -   -   85  
-   -   -   -   7   -   -   7  
18   -   -   18   8   -   -   8  
113,654   _   _   113,654   108,984   _   _   108,984  
-   -   -   -   189   -   -   189  
                               
3,994   -   6   4,000   4,217   -   11   4,228  
6   317   472   795   5   215   554   775  
455   1,964   3,861   6,280   442   1,964   4,348   6,754  
174   279   1,345   1,798   154   267   1,424   1,844  
158   16   -   174   154   27   -   181  
4,613   2,298   4,340   11,250   4,818   2,206   4,913   11,937  
-   -   -   -   -   -   -   -  
18   -   -   18   20   -   -   20  
-   -   -   -   2   -   -   2  
-   -   -   -   -   -   -   -  
-   -   -   -   -   -   -   -  
18   _   _   18   22   _   _   22  
11   -   -   11   10   -   -   10  
361,715   44,774   6,607   413,095   369,534   44,004   6,848   420,386  

321

At the end of 2008, insurance liabilities relating to UK with-profit insurance contracts excluding the FFA (Fund for Future Appropriation)
were €12,122 million versus €17,761 million at the end of 2007, and €20,358 million at the end of 2006.

14.2. LIABILITIES ARISING FROM INVESTMENT CONTRACTS
(GROSS AND REINSURERS' SHARE)

The following table shows a segmental breakdown of liabilities arising from investment contracts, including those where the
financial risk is borne by policyholders:

    December 31 ,2008  
(in Euro million)   Life & Savings   Total investment contracts  
Future policy benefit reserves   37,839   37,839  
Unearned premium reserves   -   -  
Claim reserves(b)   235   235  
Liability adequacy test reserves   -   -  
Other reserves   7   7  
Liabilities arising from investment contracts with discretionary participating
features		   38,081   38,081  
Of which measured at current market assumptions(c)   -   -  
Future policy benefit reserves   1,245   1,245  
Claim reserves(b)   45   45  
Other reserves   5   5  
Liabilities arising from investment contracts with no discretionary participating
features		   1,295   1,295  
Future policy benefit reserves   46,436   46,436  
Claim reserves(b)   15   15  
Other reserves   70   70  
Liabilities arising from investment contracts where the financial risk is borne
by policyholders		   46,520   46,520  
           
Reinsurers' share in future policy benefit reserves   15   15  
Reinsurers' share in unearned premium reserves   -   -  
Reinsurers' share in claim reserves(b)   -   -  
Reinsurers' share in other reserves   -   -  
Reinsurers' share in liabilities arising from investment contracts
with discretionary participating features		   15   15  
Of which measured at current market assumptions(c)   -   -  
Reinsurers' share in future policy benefit reserves   -   -  
Reinsurers' share in claim reserves(b)   -   -  
Reinsurers' share in other reserves   -   -  
Reinsurers share in liabilities arising from investment contracts
with no discretionary participating features		   _   _  
Reinsurers' share in future policy benefit reserves   6   6  
Reinsurers' share in claim reserves(b)   -   -  
Reinsurers' share in other reserves   -   -  
Reinsurers share in liabilities arising from investment contracts
where the financial risk is borne by policyholders		   6   6  
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS -
NET OF REINSURANCE CEDED		   85,876   85,876  

NB: Liabilities relating to unearned revenues and fees (see Note 7.3), to policyholders' bonuses (see Note 14.8), and to derivative instruments (see Note 19.4)
are excluded from the table above.

Reinsurance's share in investments contracts liabilities relating to policyholders participation (none in 2008, 2007, and 2006), as well as derivatives instruments
(none in 2008, 2007, and 2006) are excluded from the table above.

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b)  Includes reserves for claim handling costs.

(c)  See Note 1.13.2. - Reserves measured according to the option opened by IFRS 4.24 for selective re-measurement of reserves at current market
assumptions.

At the end of 2008, investment liabilities relating to UK with-profit investment contracts excluding the FFA (Fund for Future
Appropriation) were €5,374 million versus €8,515 million at the end of 2007, and €10,323 million at the end of 2006.

322        2008 ANNUAL REPORT

December 31, 2007    December 31,2006 Restated(a)      
Life & Savings   Total investment contracts   Life & Savings   International Insurance   Total investment contracts  
39,906   39,906   32,456   -   32,456  
-   -   -   -   -  
208   208   143   -   143  
-   -   -   -   -  
7   7   6   -   6  
40,121   40,121   32,606   _   32,606  
-   -   -   -   -  
1,350   1,350   1,120   -   1,120  
98   98   1   -   1  
5   5   -   -   -  
1,452   1,452   1,121   _   1,121  
69,472   69,472   66,927   541   67,467  
15   15   25   3   27  
100   100   178   -   178  
69,587   69,587   67,129   543   67,673  
                   
13   13   12   -   12  
-   -   -   -   -  
-   -   -   -   -  
-   -   -   -   -  
13   13   12   _   12  
-   -   -   -   -  
-   -   -   -   -  
-   -   -   -   -  
-   -   -   -   -  
_   _   _   _   _  
9   9   9   -   9  
-   -   -   -   -  
-   -   -   -   -  
9   9   9   _   9  
111,138   111,138   100,836   543   101,379  

323

14.3. CHANGE IN CLAIM RESERVES FOR PROPERTY & CASUALTY AND
INTERNATIONAL INSURANCE (INSURANCE CONTRACTS)

14.3.1. Change in gross of reinsurance claim reserves

    2008   2007   2006 Restated (c)(d)  
(in Euro million)   Property
& Casualty		   International
Insurance		   Total   Property
& Casualty		   International
Insurance		   Total   Property
& Casualty		   International
Insurance		   Total  
Claim reserves
as at January 1		   33,426   9,598   43,024   33,733   10,275   44,007   25,614   10,366   35,980  
Claim handling cost
reserves as at January 1		   1,387   262   1,649   1,306   259   1,566   988   257   1,245  
Gross claim reserves
as at January 1(a)		   34,813   9,860   44,673   35,039   10,534   45,573   26,602   10,623   37,225  
Current year change   17,370   2,101   19,470   16,823   2,203   19,027   12,573   2,018   14,590  
Loss reserves development
(prior years)		   (2,173)   (279)   (2,452)   (1,531)   (157)   (1,687)   (827)   (132)   (959)  
Total claim expenses(b)   15,197   1,822   17,019   15,293   2,047   17,339   11,746   1,886   13,631  
Claim payments (current year)   (8,206)   (1,214)   (9,421)   (7,552)   (1,182)   (8,734)   (5,462)   (1,622)   (7,083)  
Claim payments (prior years)   (7,054)   (1,177)   (8,230)   (6,614)   (1,035)   (7,649)   (5,106)   (1,062)   (6,169)  
Claim payments(b)   (15,260)   (2,391)   (17,651)   (14,167)   (2,217)   (16,383)   (10,568)   (2,684)   (13,252)  
Change in scope of
consolidation and change
in accounting method		   574   226   801   (919)   (275)   (1,195)   7,359   1,239   8,598  
Impact of foreign
currency fluctuation		   (634)   97   (537)   (432)   (529)   (961)   (99)   (530)   (629)  
Claim reserves
as at December 31		   33,296   9,365   42,661   33,426   9,598   43,024   33,625   10,275   43,899  
Claim handling cost
reserves as at December 31		   1,395   249   1,644   1,387   262   1,649   1,306   259   1,566  
Gross claim reserves
as at December 31(a)		   34,691   9,614   44,305   34,813   9,860   44,673   34,931   10,534   45,465  

(a)  Excluding "other policy benefits liabilities" (mainly mathematical annuity reserves), which totaled €3.4 billion in 2006 including €0.5 billion for Winterthur,
€3.3 billion in 2007 and €4.1 billion in 2008.

(b) Excluding claim handling cost reserves.

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(d) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

14.3.2. Change in reinsurers' share in claim reserves

    2008   2007   2006 Restated (a)  
(in Euro million)   Property
& Casualty		   International
Insurance		   Total   Property
& Casualty		   International
Insurance		   Total   Property
& Casualty		   International
Insurance		   Total  
Reinsurers' share
in claim reserves
as at January 1		   1,964   3,861   5,825   1,964   4,348   6,312   1,791   2,692   4,483  
Reinsurers' share
in total claim expenses		   510   488   998   573   784   1,357   307   716   1,023  
Reinsurers' share
in claim payments		   (618)   (1,245)   (1,863)   (576)   (1,151)   (1,727)   (356)   1,014   657  
Change in scope
of consolidation, portfolio
transfers and change
in accounting principles		   199   57   256   22   (44)   (22)   240   144   384  
Impact of foreign
currency fluctuation		   (67)   276   208   (19)   (323)   (341)   (18)   (218)   (236)  
Reinsurers' share
in claim reserves
as at December 31		   1,988   3,436   5,424   1,964   3,861   5,825   1,964   4,348   6,312  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

324       2008 ANNUAL REPORT

14.4. CHANGE IN LIABILITIES ARISING FROM INSURANCE AND INVESTMENT
CONTRACTS - LIFE & SAVINGS

14.4.1. Change in liabilities arising from insurance and investment contracts - gross of reinsurance

The table below includes liabilities arising from insurance and investment contracts for the Life & Savings segment, whether or
not the risk is borne by policyholders (i.e. including unit-linked business), except unearned revenue and unearned fees reserves,
liabilities arising from policyholders' participation and derivative instruments relating to insurance and investment contracts.

    December 31, 2008   December 31, 2007  
(in Euro million)   Insurance
contracts		   Investment
contracts		   Total   Insurance
contracts		   Investment
contracts		   Total  
Opening technical reserves(a)   366,345   111,161   477,506   374,374   100,856   475,230  
Collected premiums net
of loadings on premiums (+)		   46,880   13,027   59,907   49,145   13,927   63,073  
Surrenders, maturities and other claims and benefits paid net of charges and penalties (-)   (40,910)   (15,740)   (56,650)   (42,418)   (14,200)   (56,618)  
Unit-Linked technical reserves value
adjustment (+/-)		   (32,396)   (9,943)   (42,338)   5,473   3,953   9,426  
Change in reserves relating to technical
and actuarial items (+/-)(b)		   11,393   (322)   11,071   6,533   (55)   6,477  
Transfers following technical reserves/
contract reclassification		   3   (3)   _   364   (364)   _  
Change in scope of consolidation, portfolio
transfers and change in accounting principles		   (2,096)   1,767   (330)   (8,734)   12,689   3,955  
Variation of exchange rate   8,912   (14,051)   (5,139)   (18,393)   (5,644)   (24,037)  
Closing technical reserves(a)   358,131   85,896   444,026   366,345   111,161   477,506  

(a)  Includes: future policy benefits reserves (including shadow accounting reserves), unearned premium reserves, unexpired risk reserves, claims reserves.
claims expense reserves, other policy benefits reserves. Excludes: unearned revenues and unearned fees reserves, liabilities from policyholders'
participation.

(b)  Notably includes interests credited and policyholders' participation credited to reserves, fees on account balance and investment management fees and
change in reserves relating to other technical and actuarial items.

 

In 2008, changes in the scope of consolidation totaled €-330 million, mainly due to:

•   In France, €-3,297 million corresponding to the change in consolidation method of Neuflize Vie (previously NSM Vie) (equity-
method instead of proportionately consolidated).

•   In Germany, €-234 million corresponding to the continued reduction in AXA Germany's co-insurance share of HÄK-BÄK
medical profession pools (€-208 million) and co-insurance share in business with press employees (€-25 million), partly offset
by:

•   In Italy, the entry of Quadrifoglio and Open Pension Funds in the scope of consolidation (€2,237 million and €341 million,
respectively).

•   In Mexico, the entry of Seguros ING Life in the scope of consolidation (€653 million).

 

In 2007, changes in the scope of consolidation totaled €3,955 million, mainly due to:

•  The entries in the scope of consolidation of AXA-MPS Vita (€3,664 million insurance liabilities and €12,696 million investment
liabilities) and Alpha Insurance (€188 million), partly offset by:

•  The disposal of the Netherlands (€-9,890 million).

•  The transfer of €-2,495 million towards pension liabilities in Switzerland.

•   In Germany, €-337 million corresponding to the continued reduction in AXA Germany's co-insurance share of HÄK-BÄK
medical profession pools (€-305 million) and co-insurance share in business with press employees (€-29 million).

325

14.4.2. Change in reinsurers' share in liabilities arising from insurance and investment contracts

    December 31, 2008   December 31, 2007  
(in Euro million)   Insurance
contracts		   Investment
contracts		   Total   Insurance
contracts		   Investment
contracts		   Total  
Opening reinsurers' share
in technical reserves(a)		   4,630   22   4,653   4,840   20   4,861  
Reinsurers' share in collected premiums
net of loadings on premiums (+)		   983   1   983   937   2   939  
Reinsurers' share in surrenders, maturities
and other claims and benefits paid net
of charges and penalties (-)		   (885)       (885)   (863)   (1)   (864)  
Reinsurers' share in change in reserves
relating to technical and actuarial items (+/-) (b)		   938   (3)   936   (11)   1   (10)  
Change in scope of consolidation and
change in accounting principles		   (7)   _   (7)   45   _   45  
Variation of exchange rate   64   -   64   (318)   -   (318)  
Reinsurers' share in closing technical reserves(a)   5,723   20   5,744   4,630   22   4,653  

(a)  Includes: future policy benefits reserves (including shadow accounting reserves), unearned premium reserves, unexpired risk reserves, claims reserves,
claims expense reserves, other policy benefits reserves.

Excludes: unearned revenues and unearned fees reserves, liabilities from policyholders' participation.

(b)  Notably includes interests credited and policyholders' participation credited to reserves, fees on account balance and investment management fees and
change in reserves relating to other technical and actuarial items.

14.5. LIABILITIES ARISING FROM INVESTMENT CONTRACTS BY
ACCOUNTING METHOD

    Carrying value  
(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated (c)		  
(Non Unit-Linked) - Liabilities arising from:              
Investment contracts with Discretionary Participation Features (DPF)
measured according to existing accounting policies(a)(d)		   38,081   40,121   32,606  
Investment contracts with Discretionary Participation Features (DPF)
measured with current assumptions(b)		   _   _   _  
Investment contract with no Discretionary Participation Features (DPF)
measured at amortized cost		   1,238   911   510  
Investment contract with no Discretionary Participation Features (DPF)
measured at fair value		   57   541   611  
(Unit-Linked) - Liabilities arising from contracts
where financial risk is borne by policyholders:		              
Investment contract with Discretionary Participation Features (DPF)
measured according to existing accounting policies(a)(c)		   7,840   10,414   11,007  
Features in investment contracts with Discretionary Participation Features
(DPF) measured with current assumptions(b)		   _   _   _  
Investment contract with no Discretionary Participation Features (DPF)
measured at current unit value (d)		   38,680   59,173   56,665  
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS   85,896   111,161   101,399  

N.B.: This information is presented net of the impact of derivatives, which is described in Note 19.4.1.

(a)  In accordance with IFRS 4 standards which allow, under certain conditions, to continue to use a previous system of reference to liabilities arising from
contracts with discretionary participating features.

(b) See Note 1.13.2. - Reserves measured according to IFRS 4.24 option which allows to evaluate certain portfolios with current assumptions.

(c)  & (d) As unit-linked contracts, they share the same reserves measurement determined on the basis of held assets units fair value ("current unit value").
Only the valuation of related assets is different:

• for unit-linked contracts with a discretionary participating feature (c), an asset representing the deferred acquisition costs is recognized in continuity
with French GAAP;

• for unit-linked contracts with no discretionary participating feature (d), an asset representing the rights to future management fees is recognized in
accordance with IAS 18 ("DOC") - see section 1.2.5.

(e) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

The recognition of investment contracts with discretionary participating features is subject to IFRS 4, which allows, under certain
conditions, the use of accounting principles applied prior to the adoption of IFRS.

326       2008 ANNUAL REPORT

However, these contracts must be treated in accordance with IFRS 7 with regards to the disclosures to be provided in the notes
to the financial statements. IFRS 7 requires the reporting of fair value or value ranges for these contracts, unless the Group cannot
reliably measure the participating features.

In Phase I, the IAS Board acknowledged the difficulties involved in the recognition and the measurement of discretionary
participating features. In addition, the IAS Board has numerous projects underway that could influence the definition of fair value
of discretionary participating features. Discussions on these issues are highly complex, and are not yet sufficiently advanced,
particularly with regard to projects such as Fair Value measurement and Revenue. Phase II discussions concerning insurance
and investment contracts with a discretionary participating features, even if re-activated at the IASB level soon after the issuance
of IFRS 4, are still at an early stage. Even though the Phase II Discussion Paper was published in May 2007, there are too many
remaining uncertainties and AXA cannot reliably disclose fair value or value ranges for investment contracts with a discretionary
participating features.

14.6. LOSS RESERVES DEVELOPMENT TABLE

The loss reserves development table shows movements in loss reserves between 1998 and 2008, based on previously applied
accounting standards, in accordance with IFRS 4. All contracts concerned are insurance contracts as defined by IFRS.

The first line entitled "Gross reserves for unpaid claims and claim expenses developed initially at the booking date" represents the
loss reserves developed in the balance sheet on the reporting date for the year indicated in the column heading. For example,
the amount of €31,168 million appearing in the first line of the table in the 2005 column represents all loss reserves developed in
all years of occurrence prior to and including 2005, recognized on the company's balance sheet at December 31, 2005.

The second line entitled "Gross reserves for unpaid claims and claim expenses developed in 2008 adjusted for changes in
exchange rates and scope of consolidation" indicates the amount that would have been developed initially at the booking date,
had the exchange rates for the current year been used (for reserves recognized by AXA Group entities that do not use the Euro
as their functional currency) and assuming an identical scope of consolidation to that used for the last diagonal of the table.

Preparation of the last diagonal reflects the fact that, following the merger of some newly-acquired portfolios with the AXA Group's
existing portfolios, it is not always technically possible to distinguish, within payments made in a given year in respect of prior
occurrence years, between those relating to the historical portfolio and those relating to the recently-acquired portfolio. In these
cases, the merged scope is used to prepare the last diagonal of the table, even in the columns corresponding to years before
the one in which the most recent portfolio was acquired.

With effect from the development of loss reserves at end of 2006, however, AXA uses the method which consists in completing
each column of the table using the same scope as that used for "Gross reserves for unpaid claims and claim expenses developed
initially at the booking date". In practice, therefore, with effect from the 2006 column, the differences between the first and second
lines are mainly due to exchange rate impacts and only marginally to changes in scope of consolidation.

Also with effect from year end 2006, IBNR reserves related to construction insurance in France (so called "PSNEM") and the
annuity reserves for the Property & Casualty segment have been included in the loss reserve development table for Property &
Casualty and the International Insurance (excluding AXA RE).

The first section of the table entitled "Cumulative payments" shows, for a given column N, the cumulative amount of payments
related to years of occurrence prior to and including N, made since December 31 of year N.

The second part of the table entitled "Reserve re-estimated" shows, for a given column N, an estimate of the final cost of liabilities
carried at December 31 of year N in respect of all years of occurrence prior to and including N, at each future period end. The
final cost estimate varies year on year as information relating to losses still outstanding becomes more reliable.

The surplus (shortfall) of the initial reserve with respect to the re-estimated (gross) final cost for each year represents, for a given
year N, the difference between the amount shown in the second line (gross reserves for unpaid claims and claims expenses
developed in 2008 adjusted for changes in exchange rates and scope of consolidation) and the amount shown in the final diagonal
under "Reserve re-estimated".

327

a) Loss reserves development table: Property & Casualty and International Insurance (excluding AXA RE)

(in Euro million except percentages)   1998   1999(b)   2000   2001   2002   2003   2004(c)   2005   2006(d)   2007   2008  
Gross reserves for unpaid claims and
claims expenses developed initially
at the booking date(c)		   20,941   26,656   26,916   28,636   28,465   27,825   29,128   31,168   41,301   44,020   44,046  
Gross reserves for unpaid claims and
claims expenses developed in 2008
adjusted for changes in exchange
rates and scope of consolidation(c)		   21,346   23,000   23,738   25,158   25,716   26,414   27,230   28,598   41,983   43,433   44,046  
Cumulative payments at:                                              
One year later   4,745   7,727   6,807   6,715   6,371   6,075   6,180   6,084   7,652   8,312      
Two years later   6,818   11,184   10,302   9,900   9,554   9,233   8,871   8,700   11,243          
Three years later   9,361   13,474   12,378   12,440   11,846   11,332   10,580   10,314              
Four years later   10,632   14,798   14,220   14,140   13,411   12,518   11,590                  
Five years later   11,384   16,239   15,297   15,410   14,159   13,131                      
Six years later   12,435   16,554   16,420   15,816   14,414                          
Seven years later   12,889   17,667   16,646   15,831                              
Eight years later   13,557   17,742   16,483                                  
Nine years later   13,727   17,302                                      
Ten years later   13,751                                          
Reserve re-estimated at:                                              
One year later   19,040   23,041   27,069   27,425   26,856   27,527   29,179   29,878   40,966   41,371      
Two years later   19,407   26,294   25,919   25,718   26,219   26,791   27,833   27,084   38,406          
Three years later   22,048   25,542   24,864   25,610   25,835   26,920   25,572   24,595              
Four years later   21,485   24,409   24,665   25,542   25,783   24,994   23,455                  
Five years later   20,804   24,304   24,658   25,756   24,076   23,153                      
Six years later   20,820   24,174   25,093   24,112   22,458                          
Seven years later   20,671   24,720   23,585   22,577                              
Eight years later   21,049   23,387   22,226                                  
Nine years later   20,120   22,102                                      
Ten years later   19,514                                          
Cumulative redundancy (deficiency)
from the initial gross reserves in
excess of re-estimated gross reserves(a)		                                              
Amount   1,832   897   1,512   2,580   3,257   3,260   3,775   4,003   3,577   2,061      
Percentages   8.6%   3.9%   6.4%   10.3%   12.7%   12.3%   13.9%   14.0%   8.5%   4.7%      

(a) It is not appropriate to extrapolate future redundancies or future deficiencies based on the loss reserves development presented in the table, as conditions

and trends that have affected development of the liability in prior periods may not necessarily occur in the future periods. Redundancy/deficiency disclosed

includes forex impact between one year and the next.

This line also includes the impact of the unwind of discount rate on annuities (which are developed from 2006 on) for an amount of €107 million for 2007

and €196 million for 2006.
(b) AXA acquired GRE in May 1999. GRE's operations have been integrated within AXA. At the time of acquisition, GRE's gross reserves totaled

€5.6 billion.

(c)  In 2004, AXA Corporate Solutions Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to "other
international activities". The reserves of AXA Corporate Solutions Assurance US were presented on an occurrence year basis and included in the Property
& Casualty loss reserves development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were presented on
an underwriting year basis and included in the AXA RE loss reserves development table.

(d) In 2006, Winterthur's operations were integrated within AXA. Total loss reserves developed amounted to €41.3 billion including €8.7 billion in respect of
Winterthur (final figure after PGAAP re-opening).

328        2008 ANNUAL REPORT

b) Loss reserves development table: AXA RE

On December 21, 2006, the AXA Group finalized an agreement to sell the AXA RE reinsurance business to Paris Ré Holding. Under
the terms of the agreement, AXA retains exposure to any changes in the final cost of claims occurring before December 31, 2005.
However, the proportional treaty set in place as part of the agreement between AXA RE and Paris Ré protects AXA entirely from
any claims occurring after January 1, 2006. Consequently, the table below shows the development of loss reserves recognized
in AXA RE's balance sheet at each year-end until December 31, 2005. Reserves recognized after that, which correspond to
exposure assumed fully by Paris Ré, have not been developed.

(in Euro million except percentages)   1998   1999   2000   2001 (c)   2002   2003   2004 (d)   2005  
Gross reserves for unpaid claims and claims expenses developed
initially at the booking date(a)		   3,060   3,396   3,455   5,868   4,778   4,200   3,314   4,523  
Gross reserves for unpaid claims and claims expenses developed
in 2008(d)		   3,060   3,396   3,453   5,868   4,778   3,742   3,314   4,253  
Initial retroceded reserves   (416)   (430)   (393)   (1,652)   (1,020)   (853)   (410)   (1,048)  
Retroceded reserves in 2008(d)   (416)   (430)   (393)   (1,652)   (1,020)   (461)   (502)   (1,048)  
Initial net claims reserves   2,644   2,966   3,060   4,216   3,758   3,281   2,812   3,205  
Cumulative payments at:                                  
One year later   956   1,165   1,218   1,987   1,441   950   1,127   1,191  
Two years later   1,594   1,893   1,860   3,198   2,113   1,543   1,574   1,688  
Three years later   2,000   2,265   2,449   3,603   2,570   1,784   1,812   2,123  
Four years later   2,232   2,779   2,549   3,978   2,768   1,953   2,289      
Five years later   2,677   2,726   2,770   4,140   2,899   2,352          
Six years later   2,566   2,894   2,874   4,242   3,239              
Seven years later   2,697   2,966   2,939   4,538                  
Eight years later   2,755   3,011   3,148                      
Nine years later   2,794   3,099                          
Ten years later   2,878                              
Reserve re-estimated at:                                  
One year later   3,743   3,969   4,199   5,922   5,012   3,438   3,797   4,061  
Two years later   3,817   4,105   4,061   6,183   4,163   3,642   3,621   3,745  
Three years later   3,772   3,955   4,034   5,314   4,374   3,514   3,399   3,884  
Four years later   3,643   4,027   3,817   5,536   4,281   3,332   3,664      
Five years later   3,722   3,755   3,944   5,466   4,107   3,553          
Six years later   3,444   3,845   3,887   5,308   4,326              
Seven years later   3,521   3,797   3,766   5,451                  
Eight years later   3,478   3,713   3,895                      
Nine years later   3,403   3,723                          
Ten years later   3,459                              
Cumulative redundancy (deficiency) from the initial gross claims
reserves in excess of (less than) re-estimated gross claim reserves		   (399)   (327)   (442)   417   452   189   (350)   369  
Re-estimated retroceded reserves   590   504   572   1,364   1,003   722   1,057   1,394  
Premium adjustment(b)   724   1,034   1,281   1,387   1,289   580   374   404  
Re-estimated net claims reserves   2,145   2,185   2,042   2,700   2,034   2,251   2,233   2,086  
Initial net claims reserves in excess of (less than) re-estimated
net claims reserves as at December 31,2008		                                  
Amount(a)   499   781   1,018   1,516   1,724   1,030   579   1,119  
Percentages of original net reserve(a)   18.9%   26.3%   33.3%   36.0%   45.9%   31.4%   20.6%   34.9%  

(a) The loss reserves development table is presented on an underwriting year basis for AXA RE business. Accordingly reserves re-estimated and the excess
of re-estimated reserves of the initial reserves include reserves for losses occurring up to twelve months subsequent to the original year-end. It is not
appropriate to extrapolate future redundancies or future deficiencies based on the loss reserves development presented in the table, as conditions and
trends that have affected the development of the liability in prior periods may not necessarily occur in future periods.

(b)  Represents premiums earned subsequent to the accounting year end and premium reinstatements / experience-rated premiums received and accrued
from the ceding insurers as assumed losses were incurred.

(c)  In 2001, AXA RE's claims reserves were adversely affected by the September 11 attacks.

(d) In 2004, AXA Corporate Solutions Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to
the "other international activities". The reserves of AXA Corporate Solutions Assurance US were presented on an occurrence year basis and included in
the Property & Casualty loss reserves development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were
presented on an underwriting year basis and included in the AXA RE loss reserves development table.

329

c) Reconciliation between developed reserves and total recognized claim reserves

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006(c)  
Gross claims and other reserves developed              
Property & Casualty and International Insurance (excluding AXA RE)(a)   44,046   44,020   41,301  
• of which future policy benefits annuity reserves   3,530   3,321   -  
• of which construction reserves (PSNEM)   1,592   1,418   1,258  
Future policy benefits annuity reserves (separately developed in 2006)   -   -   2,492  
Total gross claims and other reserves developed   44,046   44,020   43,793  
Other reserves non developed (b)   4,431   4,734   5,242  
Total gross claim reserves and other reserves for Property & Casualty and International Insurance   48,477   48,754   49,035  

(a) Total gross claims and other reserves developed are presented on the basis of the loss reserves development table. The reserves of AXA Corporate

Solutions Insurance US were included in Property & Casualty and International Insurance loss reserves. The reserves of AXA RE P&C Insurance Company
and AXA RE Reinsurance Company (€165 million in 2008, €203 million in 2007 and €282 million in 2006) were included in AXA RE's loss reserves

development table.

(b)  Includes reserves on acceptations (€798 million in 2008, €699 million in 2007 and €771 million in 2006).

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

14.7. ENVIRONMENTAL POLLUTION AND ASBESTOS

AXA continues to receive claims from policies written in prior years asserting damages from asbestos-related and environmental-
related exposures. These asbestos claims relate primarily to bodily injuries suffered by those who came in contact with asbestos,
while environmental claims relate primarily to pollution related clean-up costs.

AXA's exposure to asbestos and environmental ("A&E") claims originates primarily from the following contracts:

•   Insurance or reinsurance of US-originated risks: this exposure arises primarily from the reinsurance of US cedants or from
direct policies written in the London Market (excess of primary covers). The underlying exposure is made-up of both asbestos
and pollution claims.

•   Employers Liability insurance in Europe: this created exposure to asbestos-related claims, in particular on the UK market.

There is considerable uncertainty as to the future cost of A&E claims. The ultimate cost of claims is very much dependent on
legal factors that are difficult to predict with any certainty. There have been in the past, and continue to be, frequent occurrences
of inconsistent court decisions and judicial interpretations regarding the extent of liability and the level of damages awarded.

It is common to have issues of allocation of responsibility among potentially responsible parties, as well as involvement of multiple
insurers and multiple policy periods. Such issues raise considerable coverage issues.

Asbestos-related claims typically have very long latency periods. For instance, mesothelioma can take in excess of 40 years
to develop after inhalation of asbestos fibres. This latency period makes it difficult to estimate accurately the future number of
asbestos-related claims, the future potential liability associated with such claims and creates unusual sensitivity to future legal
and economic developments.

AXA actively manages its exposure to A&E claims. Most of the Group's A&E claims are managed by AXA Liabilities Managers, a
specialized unit in charge of managing the Group's non-life run-offs.

AXA Liabilities Managers manages these risks in a proactive manner, with a view to reducing AXA's exposure to the uncertainties
in these claims. All A&E claims are thus managed by dedicated teams of experts who use a variety of claims-resolution techniques
including settlements, policy buy-backs and, in certain cases, litigation. In addition, AXA Liabilities Managers focuses specifically
on final resolutions of exposures, either through commutations or other solutions.

The calculation of reserves for A&E risks raises specific difficulties as conventional reserving techniques cannot be used for
evaluating IBNR. As a result, AXA evaluates the future cost of those claims using a range of specific methods based either on
exposure analysis, frequency / cost projections or reserving benchmarks. A&E reserves are reviewed on a yearly basis to ensure
that they adequately reflect the latest claims experience, as well as legal and economic developments. Consistent with AXA's
reserving practices, and despite the particularly long-tail nature of those risks, reserves for A&E are undiscounted.

Due to the uncertainty surrounding A&E claims, it is not possible to determine their future cost with the same degree of certainty
as for other types of claims. Although AXA considers its reserves for A&E claims to be adequate, it is possible that, under some
adverse scenarios, they may turn out to be insufficient to cover future losses.

330        2008 ANNUAL REPORT

At year-end 2008, key data relating to A&E claims were as follows:
KEY RESERVES DATA FOR ASBESTOS

    2008   2007  
Data in Euro million, unless otherwise stated   Gross   Net   Gross   Net  
EVOLUTION OF RESERVES                  
Claims reserves at beginning of year(a)   1,172   1,124   1,176   1,123  
Change in scope(b)   -   -   (37)   (27)  
Impact of change in exchange rates   (109)   (112)   (86)   (90)  
Claims incurred(a)   (1)   (1)   157   146  
Claims paid(a)   (56)   (50)   (38)   (28)  
Claims reserves at end of year(a)   1,005   961   1,172   1,124  
Of which Reported claims   220   193   251   216  
Of which IBNR claims   785   768   927   908  
RESERVES ADEQUACY RATIOS                  
3 - Year survival ratio excluding commutations(c)   32 years   33 years   36 years   38 years  
IBNR / Case Reserves   356%   398%   367%   421%  
Cumulative Payments to date / Projected Ultimate Cost   36%   33%   31%   29%  

(a)  Includes claims expense reserves.

(b)  Includes sale of the Netherlands operations in 2007.

(c)  Reserves at the end of the year / Average yearly payments over the last 3 years (excluding in respect of commutations).

KEY RESERVES DATA FOR ENVIRONMENTAL POLLUTION

    2008   2007  
Data in Euro million, unless otherwise stated   Gross   Net   Gross   Net  
EVOLUTION OF RESERVES                  
Claims reserves at beginning of year(a)   82   68   102   92  
Change in scope(b)   -   -   (4)   (4)  
Impact of change in exchange rates   5   4   (4)   (7)  
Claims incurred(a)   4   3   (8)   (10)  
Claims paid(a)   (9)   (6)   (4)   (3)  
Claims reserves at end of year(a)   82   69   82   68  
Of which Reported claims   39   33   40   34  
Of which IBNR claims   42   36   42   34  
RESERVES ADEQUACY RATIOS                  
3 - Year survival ratio excluding commutations(c)   14 years   16 years   20 years   21 years  
IBNR / Case Reserves   109%   111%   103%   100%  
Cumulative Payments to date / Projected Ultimate Cost   65%   63%   61%   61%  

(a)  Includes claims expense reserves.

(b)  Includes sale of the Netherlands operations in 2007.

(c)  Reserves at the end of the year / Average yearly payments over the last 3 years (excluding in respect of commutations).

In 2008, AXA paid claims and legal costs of €56 million net of reinsurance (including €50 million in respect of asbestos and
€6 million in respect of environmental pollution). This was significantly higher than last year (€31 million) as 2008 was impacted
by large settlements in both asbestos and environmental liabilities.

In 2008, AXA incurred losses and loss expenses of €2 million net of reinsurance (respectively €-1 million in respect of asbestos
and €3 million in respect of environmental pollution). This was the result of two effects offsetting each other: claims reserves for
AXA's asbestos-related exposures in the United Kingdom were increased due to a higher-than-anticipated claims average cost,
whereas the United States asbestos-related claims developed favorably in 2008.

As a result of those various changes and after allowing for movements in exchange rates, AXA held total reserves for A&E (net of
reinsurance) of €1,030 million at year-end 2008. The main reserves adequacy ratios remained quite stable compared to their 2007
levels, with the exception of the 3-year survival ratio which was impacted by the decrease in reserves due to claims payments,
while ultimate estimates for both A&E exposures remained overall stable over 2008.

331

14.8. LIABILITIES AND ASSETS ARISING FROM POLICYHOLDERS'
PARTICIPATION

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated (a)		  
Policyholders' participation reserves   10,294   11,450   11,453  
Fund for Future Appropriation (FFA) - UK with-profits contracts   1,335   3,629   4,668  
Policyholders' deferred participation liabilities   2,230   4,244   8,819  
Total Liabilities arising from policyholders' participation   13,859   19,322   24,940  
Total Assets arising from policyholders' participation   2,232   965   460  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

The deferred policyholders' participation liability and asset include the impact of shadow accounting (see definition in 1.13.2)
mainly in relation to unrealized gains and losses on invested financial assets available for sale as described in 13.2.1.

14.9. PAYMENT AND SURRENDER PROJECTIONS AND INSURANCE AND
INVESTMENT CONTRACT LIABILITIES DISCOUNT RATES

In the tables presented in section 14.9.1 and 14.9.2, liabilities arising from Life & Savings and Property & Casualty insurance
and investment contracts exclude contracts where the financial risk is borne by policyholders. These liabilities are not exposed
to interest-rate or duration risk, except unit-linked contracts with performance guarantees. Subsidiaries hold unit-linked assets
backing the corresponding liabilities arising from these contracts. Occasional mismatches result mainly from administrative timing
differences in the processing of day-to-day operations.

14.9.1. Payment and surrender projections

The table below shows the breakdown of projected payments and surrenders related to Life & Savings and Property & Casualty
insurance and investment contracts excluding contracts where the financial risk is borne by policyholders. Actual maturities may
differ significantly from the estimates set out below, mainly because some of the contracts contain a surrender option controlled
by the policyholder that may reduce their duration.

The projections shown below cannot be compared with the reserves carried on the balance sheet and are higher than the
published balance sheet figures because they represent expected cash flows without any discounting element. They are also
shown net of inflows of periodical premiums payable by policyholders.

The figures shown in the first line of the table below represent estimated cash outflows in connection to death, incapacity and
disability claims, surrenders, annuities, minimum guaranteed benefits for unit-linked contracts, Property & Casualty and Health
claims, net of premiums due from policyholders under contracts in-force. These cash flows are based on assumptions regarding
mortality, incapacity and disability, surrender and settlement frequency for Property & Casualty, which are consistent with past
experience in the Group's business. They are gross of reinsurance. Given the strong use of estimates, it is likely that actual
payments will differ.

    2008  
(in Euro million)   12 months or less   More than 1 year
up to 5 years		   More than 5 years   TOTAL  
Liabilities arising from insurance and
investment contracts		   25,772   77,813   406,587   510,172  
Of which Life & Savings liabilities relating
to contracts including a surrender option
with some surrender benefit before maturity		   13,032   56,341   310,085   379,458  

The surrender value of contracts including a surrender option as of December 31, 2008 amounted approximately to
€218 billion.

332        2008 ANNUAL REPORT

14.9.2. Insurance and investment contract liabilities - discount rates

The table hereafter and related comments exclude contracts where the financial risk is borne by policyholders (unit-linked
contracts).

The general principles for establishing insurance liabilities are set out in Note 1 of the consolidated financial statements. Liabilities
are based on estimates, and one of the key assumptions used in these estimates is the discount rate.

As shown in the table below, as at December 31, 2008: 90% of Life & Savings reserves (excluding unit-linked contracts) were
discounted, of which 12% were subject to a revision of the discount rate and 77% retained the rate set at inception, subject to
the liability adequacy test described in Note 1.

By convention, contracts with zero guaranteed rates are deemed not-discounted, except for products offering guaranteed rates
updated annually and for one year: these contracts are presented in discounted reserves. Reserves for savings contracts with
non-zero guaranteed rates are discounted at the technical interest rate. Contracts for which the assumptions are revised in
the financial statements at closing mainly consist of certain UK With-Profit contracts and reserves for guarantees (Guaranteed
Minimum Death Benefits, etc.).

In the Property & Casualty business, most reserves (91% at December 31, 2008) are not discounted, with the exception of disability
annuities and worker's compensation liabilities that are deemed structured settlements and where the discount rate is revised
regularly. Such reserves are not sensitive to interest rate risks in financial statements.

The rates presented in the table below are weighted average rates for all the portfolios under consideration. They should be
analyzed with care. For contracts with guaranteed rates that are revised annually, rates are crystallized at the closing date. The
risk factors associated with the contracts are set out in Note 4.

    December 31, 2008   December 31, 2007   December 31, 2006 Restated(b)  
(in Euro million)   Carrying
value		   Average
discount
rate %		   Carrying
value		   Average
discount
rate %		   Carrying
value		   Average
discount
rate %		  
Life & Savings - locked-in discount rate(a)   241,022   2.76%   225,765   2.82%   235,220   3.00%  
Life & Savings - unlocked discount rate(b)   37,968   3.34%   39,094   3.19%   43,438   3.31%  
Life & Savings - undiscounted reserves   32,601       29,406       20,459      
Sub-total Life & Savings   311,591       294,264       299,117      
Non Life - locked-in discount rate(a)   4,396   4.18%   2,385   4.25%   2,426   4.16%  
Non Life - unlocked discount rate   822   2.05%   1,490   2.64%   753   2.13%  
Non Life - undiscounted reserves(b)   53,122       54,143       54,792      
Sub-total - Non Life and
International Insurance		   58,340       58,018       57,971      
Total Insurance and investment contracts   369,931       352,283       357,088      

Amounts are presented excluding the impact of derivatives on insurance and investment contracts (presented in section 19.4) and excluding liabilities related
to unearned revenues and fees, and to policyholders' participations. Liabilities relating to contracts where the financial risk is borne by policyholders are
also excluded.

(a)  Subject to liability adequacy tests.

(b)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements, quantitative sensitivities of the
Group "Embedded Value" (as defined in the "market risks" section) to interest risk and equity price risk.

The impact of the unlocking of discount rates relating to Life & Savings unlocked discounted reserves was €123 million for 2008
(compared to €142 million for 2007 and €150 million for 2006) gross of policyholder's participation and tax impacts and was
included in the income statement of the period.

14.9.3. Major business areas

The tables in Note 20 set out the Group's major insurance business areas, and reflect the Group's high level of diversification.

333

14.10. EMBEDDED DERIVATIVES MEETING THE DEFINITION
OF AN INSURANCE CONTRACT

AXA sells insurance contracts that contain a variety of options and guarantees for contract-holders. These features are described
in Note 4. They are not embedded derivatives which AXA reports separately at fair value because:

•   many of the features would be considered clearly and closely related to the host contract, and

•   many of the features themselves would qualify as insurance contracts under phase I.

This note describes the features that are embedded derivatives and meet the definition of an insurance contract on a stand-alone
basis. The primary features can be divided into two main categories: guaranteed minimum death benefits (GMDBs) or guaranteed
minimum income benefits (GMIBs) offered on unit-linked contracts and guaranteed annuity purchase rates.

GMDB features provide a guaranteed death benefit which may be higher than the contract account balances of the unit-linked
contract, depending on performance of the unit-linked assets. GMIB features provide a guaranteed lifetime annuity which may
be elected by the contract-holder after a stipulated waiting period, and which may be larger than what the contract account balance
could purchase at then-current annuity purchase rates.

The risk of GMDB and GMIB features to AXA is that protracted under-performance of the financial markets could result in benefits
being higher than the accumulated policyholder account balances could support. Reserves are established for these features on
the basis of actuarial assumptions related to projected benefits and related contract charges. The determination of estimated GMDB
and GMIB liabilities is based on models which involve numerous estimates and subjective judgments, including those regarding
expected market rates of return and volatility, contract surrender rates and GMIB election rates. There can be no assurance that
ultimate experience will not differ from management's estimates. In addition to providing for risk through establishing reserves,
AXA also manages the risk through a combination of reinsurance programs and active financial risk management programs
including investment in exchange-traded futures contracts and other instruments.

Guaranteed annuity purchase rates provide contract-holders with a guarantee that at a future date the accumulated balance on
their contract will be sufficient to purchase a lifetime annuity at currently defined rates. The risk to AXA in these features is either
that longevity will improve significantly so that contract-holders electing to exercise this benefit will live longer than assumed in
the guaranteed purchase rates, or that investment returns during the payout period will be lower than assumed in the guaranteed
purchase rates. Reserves are established for these features on the basis of actuarial assumptions related to projected benefits
and related contract charges. The determination of this estimated liability is based on models which involved numerous estimates
and subjective judgments, including those regarding expected rates of return and volatility, contract surrender rate, mortality
and benefit election rates. There can be no assurance that ultimate experience will not differ from management's estimates. In
addition to providing for risk through establishing reserves, AXA also manages these risks through asset-liability management
programs including interest rate floors to protect against a decline in interest rates.

334        2008 ANNUAL REPORT

NOTE 15 > PROVISIONS FOR RISKS AND CHARGES

15.1. BREAKDOWN OF PROVISIONS FOR RISKS AND CHARGES

Provisions for risks and charges included the following items:

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated (a)		  
Employee benefits   7,714   6,954   7,476  
Share-based compensation   113   184   167  
Restructuring provisions   166   166   104  
Lawsuits contingency provisions   259   319   217  
Liability warranty provisions   10   19   39  
Contingent liabilities relating to business combinations   -   -   -  
Other provisions for risks and charges   1,047   1,012   842  
TOTAL PROVISIONS FOR RISKS AND CHARGES   9,308   8,654   8,845  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

Comments on provisions relating to employee benefits can be found in Note 25 "Employees".

At December 31, 2008, the "Other Provisions for risks and charges" was composed of the following elements:

•   Provision for tax liability of €437 million notably driven by a reclassification of current tax to provision for tax liability in the United
States as the timing and amount related to these liabilities are uncertain.

•   Other Provisions for risks and charges for €610 million, including a multitude of different amounts, in particular run offs
management reserves, reinsurance agreements, or past ceded activities.

15.2. CHANGE IN PROVISIONS FOR RISKS AND CHARGES (EXCLUDING
EMPLOYEE BENEFITS AND SHARE-BASED COMPENSATION)

Changes in provisions for risks and charges (excluding employee benefits and share-based compensation) are set out below:

    2008  
(in Euro million)   Restructuring
provisions		   Lawsuits
contingency provisions		   Liability warranty provisions   Contingent liabilities
relating to
business combinations		   Other provisions
for risks and charges		   TOTAL  
Carrying value - January, 1   166   319   19   -   1,012   1,516  
Impact of change in scope of consolidation and
changes in accounting method		   13   (6)   1   _   402   409  
Increase in provisions   49   18   -   -   240   307  
Write back after use   (46)   (32)   (6)   -   (463)   (548)  
Write back after final cost review   (19)   (41)   (1)   -   (91)   (151)  
Impact of foreign exchange fluctuations   2   2   (3)   -   (53)   (51)  
Carrying value - December, 31   166   259   10   -   1,047   1,481  

335

    2007   2006 Restated (a)  
(in Euro million)   Restructuring
provisions		   Lawsuits
contingency provisions		   Liability
warranty provisions		   Contingent liabilities
relating to
business combinations		   Other provisions
for risks and charges		   TOTAL   TOTAL  
Carrying value - January, 1   104   217   39   -   842   1,201   914  
Impact of change in scope
of consolidation and changes
in accounting method		   (4)   120           227   342   439  
Increase in provisions   114   72   1   -   178   365   283  
Write back after use   (36)   (62)   (21)   -   (143)   (262)   (327)  
Write back after final cost review   (5)   (23)   -   -   (48)   (76)   (93)  
Impact of foreign exchange fluctuations   (7)   (6)   1   -   (43)   (56)   (14)  
Carrying value - December, 31   166   319   19   -   1,012   1,516   1,201  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

336        2008 ANNUAL REPORT

NOTE 16 > FINANCING DEBT
16.1. FINANCING DEBT BY ISSUANCE

    Carrying value  
(in Euro million)   December 31, 2008   December 31, 2007   December 31,2006  
AXA   5,998   5,381   4,908  
Debt component of subordinated convertible notes due 2014 (€)   1,773   1,714   1,660  
Debt component of subordinated convertible notes, 3.75% due 2017 (€)   1,259   1,212   1,168  
Subordinated convertible notes due 2020 (€)   180   180   180  
U.S. registered redeemable subordinated debt, 8.60% 2030 (US$)   848   797   960  
U.S. registered redeemable subordinated debt, 7.125% 2020 (£)   341   443   484  
U.S. registered redeemable subordinated debt, 6.75% 2020 (€)   1,070   1,062   1,062  
Derivatives on debts instruments issued(a)   527   (27)   (605)  
AXA Financial   145   137   153  
Surplus Notes, 7.70 %, due 2015   143   136   152  
MONY Life 11.25% Surplus Notes due 2024   1   1   1  
AXA Bank Europe   423   466   416  
Subordinated notes, 2.80% to 6.90%, due 2016   -   466   416  
Subordinated perpetual notes, variable   423   -   -  
AXA-MPS Vita and Danni   135   134   -  
Subordinated Notes, Euribor 6 month + 81 bp   135   134   -  
Other subordinated debt (under €100 million)   34   28   86  
SUBORDINATED DEBT   6,734   6,146   5,563  
AXA   5,496   3,163   2,198  
Euro Medium Term Notes, 6.0% due through 2013, and BMTN   912   955   971  
Commercial paper   4,635   2,311   1,350  
Derivatives on financing debt instruments issued(a)   (50)   (103)   (124)  
AXA Financial   817   949   1,077  
Senior notes, 7.75%, due 2010   344   325   363  
Senior notes, 7%, due 2028   250   236   264  
Senior notes, 6.5%, due 2008   -   170   190  
Senior notes MONY, 8.35%, due 2010   223   218   250  
Derivatives on financing debt instruments issued(a)   -   -   10  
AXA UK Holdings   160   210   229  
GRE: Loan Notes, 6.625%, due 2023   160   210   229  
AXA Equitable   -   238   266  
Mortgage notes, floating rate   -   238   266  
Other financing debt instruments issued (less than €100 million)   91   (25)   (81)  
Other financing debts instruments issued under euro 100 million   143   36   11  
Derivatives relating to other financing debts instruments issued(a|   (52)   (60)   (92)  
FINANCING DEBT INSTRUMENTS ISSUED   6,564   4,535   3,688  
Netherlands Holdings   -   -   10  
AXA   1,000   -   -  
Morocco   113   124   -  
Other financing debts owed to credit institutions (under €100 million)   103   51   85  
FINANCING DEBT OWNED TO CREDIT INSTITUTIONS   1,216   175   95  
TOTAL FINANCING DEBT   14,514   10,856   9,347  

(a) Hedging instruments according to IAS 39 and economic hedge derivatives which are not acting as hedge under IAS 39.

337

Total financing debt increased by €3,658 million between December 31, 2007 and December 31, 2008, or by €3,674 million at

constant exchange rates, to €14,514 million. The increase at constant exchange rates was mainly due to:

i. a €582 million increase in subordinated debt (including derivative instruments) arising mainly from the decrease in market

value of currency swaps and interest rate swaps at AXA SA (€554 million), and the new subordinated perpetual notes of

€423 million from AXA Bank Europe, partly offset by the repayment of €466 million notes by AXA Bank Europe;
ii. a €2,050 million increase in financing debt instruments issued arising mainly from AXA SA issues of new commercial paper

(€2.3 billion), partly offset by repayment of €238 million mortgage notes by AXA Equitable and maturity of €170 million senior

notes of AXA Financial;
iii. a €1,042 million increase in financing debt owed to credit institutions mainly arising from AXA SA new credit line of €1,000 million

for 5 years ("club deal" banking pool) in order to finance AXA development including the acquisition of RESO GARANTIA.

Derivative instruments hedging financing debts are commented in Note 19.

16.2. FAIR VALUE MEASUREMENT OF FINANCING DEBT

    December 31,2008   December 31,2007   December 31,2006  
(in Euro million)   Carrying value   Fair value   Carrying value   Fair value   Carrying value   Fair value  
Subordinated debt at cost   6,208   5,841   6,173   6,698   6,168   7,228  
Derivatives on subordinated debt(a)   527   527   (27)   (27)   (605)   (605)  
Subordinated debt   6,734   6,368   6,146   6,671   5,563   6,623  
Financing debt instruments issued at cost   6,666   6,643   4,698   4,722   3,894   3,962  
Derivatives on financing debt instruments issued(a)   (103)   (103)   (163)   (163)   (206)   (206)  
Financing debt instruments issued   6,564   6,540   4,535   4,559   3,688   3,756  
Financing debts owed to credit institutions at cost   1,216   1,227   175   175   95   95  
Financing debt owed to credit institutions   1,216   1,227   175   175   95   95  
FINANCING DEBT   14,514   14,135   10,856   11,405   9,347   10,475  

(a) Hedging instruments according to IAS 39 and economic hedge derivatives which are not acting as hedge under IAS 39.

The Group does not hold any financing debt designated as at fair value through profit or loss (fair value option or trading
instruments).

Information on the fair value figures presented in this note is provided in addition to information on carrying values and should be
used with caution. On the one hand, these estimates are based on snapshots taking into account closing dates of parameters
such as interest rates and spreads, which in fact fluctuate over time, and resulting in instantaneous values, and on the other hand
because there are many possible methods of making these estimates.

Data used when calculating the fair value of financing debt (financing debt instruments issued or financing debt owed to credit

institutions) are period-end market data that reflect (i) market interest rates by currency, (ii) AXA's average spread by maturity and

currency, distinguishing subordinated and senior debt and (iii) options included in issue contracts, such as issuer redemption

options.

The fair value of subordinated convertible bonds is equal to the quoted price for these instruments at the end of the period.

Therefore, reported fair value includes the value of the conversion option, which is included as a component of equity.

The fair value of financing debt at December 31, 2008, excluding accrued interests, was €14,135 million, including related hedging
derivative instruments. The fair value was €379 million lower than the carrying value mainly due to the increase of credit spreads.

16.3. EXPOSURE TO INTEREST-RATE RISK AND CONTRACTUAL MATURITIES

The table below sets out the contractual maturities of financing debt (excluding the impact of derivatives). Effective maturities
may differ from those presented, mainly because some instruments include clauses allowing early redemption, with or without
penalty.

    Carrying value of financing debt by contractual maturity
as at December 31,		  
(in Euro million)   12 months or less   More than 1 year up
to 5 years		   More than 5 years(a)   Total carrying value  
2008   4,753   2,863   6,474   14,090  
2007   2,829   1,654   6,563   11,046  
2006   1,854   1,011   7,293   10,158  

(a) Excludes the impact of derivatives (detailed in section 19.4).

338

2008 ANNUAL REPORT

NOTE 17 > PAYABLES

17.1. BREAKDOWN OF PAYABLES

    Carrying value  
(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006
Restated (b)		  
Minority interests of controlled investment funds and other puttable
instruments held by minority interest holders		   5,108   7,751   7,224  
Other debt instrument issued and bank overdrafts   6,676   6,260   8,711  
Payables arising from direct insurance and inward reinsurance operations   7,167   7,033   7,947  
Payables arising from outward reinsurance operations   6,211   6,024   5,849  
Payables arising from banking operations   20,890   18,713   16,992  
Payables - current tax position   2,130   2,394   2,055  
Derivatives relating to other financial liabilities(a)   23   140   124  
Debts relating to investments under lending agreements and equivalent   25,522   29,068   24,098  
Other payables   14,354   14,626   16,976  
Payables   88,082   92,008   89,976  

(a) Also includes speculative derivatives relating to other financial liabilities.

(b)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

 

Movements in the "Minority interests in controlled investment funds and other puttable instruments held by minority
interest holders" caption depend on:

•   Changes in minority interests in controlled investment funds and changes in their fair value. An identical change in invested
assets held by these funds is also recorded.

•   Buyouts of minority interests for which the Group holds an unconditional commitment and changes in value of related puttable
instruments. Entries balancing these movements are recorded in goodwill.

Minority interests in funds under this caption, totaled €4,847 million at December 31, 2008 (€7,192 million at December 31, 2007
and €6,100 million at December 31, 2006).

Other puttable instruments held by minority interest holders totaled €261 million at December 31, 2008 (€559 million at
December 31, 2007 and €1,124 million at December 31, 2006). They represented the put option granted to minority shareholders
of Sanford C. Bernstein (€107 million) and put options held by the minority shareholders of former Winterthur subsidiaries in
Central and Eastern Europe (€154 million).

"Debts relating to investments under lending agreements and equivalent" totaled €25,522 million at December 31, 2008,
a decrease of €3,546 million (€5,061 million decrease at constant exchange rates) mainly attributable to Japan (€-3,231 million)
due to less short-term repurchase agreement transactions.

339

17.2. OTHER DEBT INSTRUMENTS ISSUED, NOTES AND BANK OVERDRAFTS
(OTHER THAN FINANCING DEBT) BY ISSUANCE

    Carrying value  
(in Euro million)   December 31, 2008   December 31,2007   December 31, 2006  
AllianceBernstein   204   362   254  
Short term commercial paper, 4.3%   204   362   254  
AXA Banque (France)   112   -   -  
Groupe Mornayand laboratoire National Metrop   112   -   -  
AXA SA debts subscribed on behalf of French, English and German subsidiaries   42   86   150  
CDO (Collateralized Debt Obligations) and Real Estate Vehicles   333   827   1,275  
CDOARIA2 tranche U-21E7   -   31   34  
Aria A-1E5   129   176   195  
Aria C-1E5   29   42   55  
Aria P-2G7   103   226   310  
Concerto 2   7   124   382  
Jazz 1   64   227   300  
Australia / New Zealand   137   184   174  
CRL deposits held by Sterling Grace NZ on behalf of clients   137   184   174  
DBV   -   -   2,796  
HOHO 1: class A Senior Class A Mortgage-backed notes, maturity 2030.
3 month Euribor + 0.31%, Floating		   _   _   190  
HOHO 1: class B Mezzanine Class B Subordinated Mortgage-backed notes,
maturity 2030, 7%, Fixed rated		   _   _   13  
HOHO 1: class C Junior Class C Subordinated Mortgage-backed notes,
maturity 2030, 8%, Fixed rated		   _   _   5  
HOHO 2: class A1 Senior Class A1 Mortgage-backed notes, maturity 2080.
3 month Euribor + 0.26%, Floating		   _   _   263  
HOHO 2: class A2 Senior Class A2 Mortgage-backed notes,
maturity 2080, 4.73%, Fixed rated		   _   _   54  
HOHO 2: class B Mezzanine Class B Mortgage-backed notes,
maturity 2080, 5.04%, Fixed rated		   _   _   18  
HOHO 2: class C Junior Class C Mortgage-backed notes,
maturity 2080, 5.64%, Fixed rated		   _   _   7  
HOHO 2: class D Subordinated Class D Notes, maturity 2080,
3 month Euribor + 3.75%, Floating		   _   _   4  
HOHO 3: class A Senior Class A Mortgage-backed notes, maturity 2083,
3 month Euribor + 0.13%, Floating		   _   _   707  
HOHO 3: class B Mezzanine Class B Subordinated Mortgage-backed notes,
maturity 2083, 3 month Euribor + 0.19%, Floating		   _   _   19  
HOHO 3: class C Junior Class C Subordinated Mortgage-backed notes,
maturity 2083, 3 month Euribor + 0.29%, Floating		   _   _   9  
HOHO 3: class D Subordinated Class D Notes, maturity 2083,
3 month Euribor + 1.40%, Floating		   _   _   7  
HOHO 4: class A Senior Class A Mortgage-backed Floating rate notes,
maturity 2083, 3 month Euribor + 0.03%, Floating		   _   _   1,492  
HOHO 4: class B Subordinated Class B Floating rate notes, maturity 2083,
3 month Euribor + 0.35%, Floating		   _   _   10  
Other   133   101   66  
Derivatives on other debt instruments issued (other than financing debt) - Other   6   -   -  
OTHER DEBT INSTRUMENTS ISSUED (OTHER THAN FINANCING DEBT)   966   1,560   4,715  
CDO (Collateralized Debt Obligations)   -   94   161  
Jazz 1   -   94   161  
Collateral (AXA SA)   1,413   453   290  
Activities in France   204   10   38  
AXA Banque   4   10   38  
Convertible LOANS SGBT Luxemburg fixed interest rate 0.4%/ytd due 2014 (AXA France)   200   -   -  

340        2008 ANNUAL REPORT

    Carrying value  
(in Euro million)   December 31, 2008   December 31,2007   December 31, 2006  
Banks in Germany   62   64   125  
AXAVorsorgebank   62   64   125  
Banks in Belgium   350   702   1,026  
AXA Bank Europe   324   702   1,026  
Derivatives on other issued debt (excluding financing debts) -
Other financial services in Belgium		   26   _   _  
Banks in Hungary   548   525   -  
ELLA Bank   548   525   -  
Real estate investment funds   1,717   1,356   895  
ERIV: AFET Amortizing mortgage loan based on Euribor 3 month + 1.45 point,
maturity date: 2011		   200   203   214  
ERIV: CORTEFIEL Mortgage loan based on Euribor 3 month + 0.85 point,
maturity date: 2013 + 2x1 year		   100   100   165  
Vendôme Commerce: AFET Amortizing mortgage loan based
on Euribor 3 month + 1.45 point, maturity date: 2011		   200   203   214  
REOF2: HSHNordBank - Mortgage loan based on Euribor 3 month + 0.65.
maturity date: 2012		   122   124   _  
ERIV2: RBS_Mortgage loan based on Euribor + 0.85 point, maturity date: 2014   104   104   -  
APIV+EHV: CALYON_Mortgage loan based on Euribor 3 month + 1.20 point,
maturity date: 2015		   44   _   _  
APIV+EHV: CALYON.Mortgage loan APIV+EHV: CALYON.Mortgage loan based
on Libor CH 3 month + 1.20 point, maturity date: 2015		   48   _   _  
APIV+EHV: CALYON_Amortizing loan based on Euribor 3 month + 1.60 point,
maturity date: 2015		   57   _   _  
Other debts   842   623   301  
Other   1   1   126  
Derivatives on other issued debt (other than financing debt) - Other   -   2   (3)  
OTHER DEBT (OTHER THAN FINANCING DEBT) -
OWED TO CREDIT INSTITUTIONS		   4,294   3,207   2,658  
Bank overdrafts   1,415   1,493   1,338  
OTHER DEBT INSTRUMENTS ISSUED, NOTES (OTHER THAN FINANCING DEBT)
AND BANK OVERDRAFTS		   6,676   6,260   8,711  

 

At December 31, 2008, other debt instruments issued (other than financing debt) and bank overdrafts totaled €6,676 million, an
increase of €416 million compared to December 31, 2007, or €441 million at constant exchange rates mainly due to:

•   a €960 million increase at AXA SA related to margin calls from banks under collateral agreement;

•   a €200 million increase from AXA France new convertible loan;

•   a €149 million increase from the real estate company Alternative Property Income Venture.

 

These movements were partly offset by:

•   a €462 million decrease on CDO and real estate vehicles' other debt instrument issued due to Aria, Jazz 1 and Concerto 2;

•   a €352 million decrease from AXA Bank Europe due to the reimbursement of a €500 million note to the European Central
Bank;

•   a €169 million decrease on AllianceBernstein's short term commercial paper.

17.3. FAIR VALUE MEASUREMENT OF OTHER DEBT INSTRUMENTS ISSUED
AND BANK OVERDRAFTS (OTHER THAN FINANCING DEBT)

The fair value of other debt instruments issued and bank overdrafts (other than financing debt) was €6,694 million at December 31,
2008. Among the elements included in the preceding table, fair value is only calculated for other debt instruments issued. Other
items mainly comprise repository agreements balances or short-term interbank liabilities carried by Group banks. By nature, their
fair value is very similar to their nominal value.

341

17.3.1. Other debt instruments issued and bank overdrafts (other than financing debt) by accounting method

    Carrying value  
(in Euro million)   December 31, 2008   December 31,2007   December 31, 2006  
Other debt instruments issued at cost   557   666   586  
Other debt instruments issued held as trading   -   -   -  
Other debt instruments issued designated as at fair value through profit or loss   403   895   4,129  
Other debt instruments issued   960   1,560   4,715  
Other debt owed to credit institutions held at cost   4,268   3,205   2,535  
Other debt owed to credit institutions held as trading   -   -   -  
Other debt owed to credit institutions designated as at fair value through profit or loss   -   -   126  
Other debt owed to credit institutions   4,268   3,205   2,661  
Bank overdrafts   1,415   1,493   1,338  
OTHER DEBT INSTRUMENTS ISSUED AND BANK OVERDRAFTS
(OTHER THAN FINANCING DEBT)(a)		   6,644   6,258   8,714  
Including other debt designated as at fair value through profit or loss   403   895   4,255  

(a) Excludes the impact of derivatives.

17.3.2. Other debt instruments issued, notes and bank overdrafts measured at fair value

    December 31,2008   December 31,2007   December 31,2006    
(in Euro million)   Fair value
determined directly
by reference to
an active market		   Fair value
estimated
using
valuation
technique		   Total   Fair value
determined directly
by reference to
an active market		   Fair value
estimated
using
valuation
technique		   Total   Fair value
determined directly
by reference to
an active market		   Fair value
estimated
using
valuation
technique		   Total  
Other debt instruments
issued held as trading		   _   _   _   _   _   _   _   _   _  
Other debt instruments
issued designated as at
fair value through
profit or loss		   _   403   403   202   693   895   594   3,536   4,129  
Other debt instruments
issued (other than
financing debt)(a)		   _   403   403   202   693   895   594   3,536   4,129  
Other debt owed to credit
institutions held as trading		   _   _   _   _   _   _   _   _   _  
Other debt owed to credit
institutions designated as
at fair value through
profit or loss		   _   _   _   _   _   _   126   _   126  
Other debt owed to credit
institutions (other than
financing debt)(a)		   _   _   _   _   _   _   126   _   126  

(a) Excludes the impact of derivatives.

The fair value option is used to measure debt other than financing debt designated as at fair value through profit or loss included
in the table above. The decrease in debt measured at fair value through profit or loss is mainly due to the CDO's market value
decline.

342        2008 ANNUAL REPORT

17.4. PAYABLES ARISING FROM DIRECT INSURANCE, INWARD
REINSURANCE OPERATIONS AND DIRECT OUTWARD REINSURANCE
OPERATIONS

    December 31,2008   December 31,2007   December 31,2006  
(in Euro million)   Carrying value   Fair value   Carrying value   Fair value   Carrying value   Fair value  
Deposit and guarantees   261   261   183   183   275   275  
Current accounts payable to other companies   2,156   2,156   1,842   1,842   1,223   1,223  
Payables to policyholders, brokers and
general agent		   4,314   4,314   4,116   4,116   6,248   6,248  
Other payables   436   436   891   891   201   201  
Payables arising from direct insurance
and inward reinsurance operations		   7,167   7,167   7,033   7,033   7,947   7,947  
Deposit and guarantees   1,562   1,565   1,805   1,805   1,850   1,850  
Current accounts payable to other companies(a)   4,324   4,330   4,128   4,128   3,941   3,941  
Other payables   326   325   90   90   58   58  
Payables arising from direct outward
reinsurance operations		   6,211   6,220   6,024   6,024   5,849   5,849  

(a) Includes a quota share reinsurance treaty between AXA RE and Paris Ré (€2,518 million in 2008, €2,431 million in 2007 and €2,214 million in 2006) as
part of the Group's sale of AXA RE's business in 2006.

At December 31, 2008, payables arising from direct insurance and inward reinsurance operations totaled €7,167 million, an
increase of €134 million compared to December 31, 2007.

At December 31, 2008, payables arising from direct outward reinsurance operations totaled €6,211 million, an increase of
€187 million compared to December 31, 2007

17.5. EXPOSURE TO INTEREST-RATE RISK AND CONTRACTUAL MATURITIES

The table below sets out the contractual maturities of other debt instruments issued, notes and bank overdrafts (excluding the
impact of derivatives). Effective maturities may differ from those presented, mainly because some instruments include clauses
allowing early redemption, with or without penalty.

Carrying value of other debt instrument issued, notes and bank
overdrafts by contractual maturity as at December 31,		  
(in Euro million)   12 months
or less		   More than 1
year up
to 5 years		   More than
5 years		   Total
carrying
value		  
2008   3,851   1,227   1,567   6,644  
2007   3,373   973   1,912   6,258  
2006   3,526   795   4,394   8,714  

Excludes the impact of derivatives (detailed in section 19.4).

343

NOTE 18 > TAX
18.1. TAX EXPENSE

18.1.1. Breakdown of tax expense between current and deferred tax

The income tax charge was split as follows:

(in Euro million)   December 31, 2008   December 31, 2007   December 31,2006
Restated (a)		  
Income tax - France   608   396   175  
Current   874   598   1,043  
Deferred   (266)   (202)   (867)  
Income tax - Foreign countries   (1,438)   1,387   1,816  
Current   1,208   1,732   991  
Deferred   (2,646)   (344)   825  
TOTAL INCOME TAX FROM CONTINUED OPERATIONS   (830)   1,783   1,991  
Income tax on discontinued activities (current)   -   23   46  
Income tax on discontinued activities (deferred)   -   4   6  
TOTAL INCOME TAX FROM DISCONTINUED OPERATIONS   -   28   52  
TOTAL INCOME TAX   (830)   1,811   2,043  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement

The current tax amount due on foreign income amounted to €1,208 million in 2008 (versus €1,732 million in 2007 and €991 million
in 2006), including €69 million related to policyholders' tax (versus €283 million in 2007 and €243 million in 2006).

A deferred tax release of €-2,646 million in 2008 (versus €-344 million in 2007 and €825 million in 2006), corresponding to tax
due on foreign income is disclosed in the table above, including €-1,249 million related to policyholders' tax (versus €-189 million
in 2007 and €169 million in 2006).

Policyholders' tax is a specific tax levied on the life business of the United Kingdom and Australian insurance companies charged
to policyholders.

344        2008 ANNUAL REPORT

18.1.2. Tax proof

The reconciliation between the theoretical tax charge (pre-tax profit multiplied by the applicable tax rate in France for the period
concerned) and the effective tax charge was as follows:

(in Euro million)   December 31, 2008   December 31, 2007   December 31,2006 (c)  
Income from operating activities, gross of tax expenses
(excluding discontinued activities and result from investments consolidated using equity method)		   385   7,681   7,593  
Notional tax rate   34.43%   34.43%   34.43%  
Notional tax charge   133   2,645   2,614  
Impact of rate differences on notional tax charge   (3)   (118)   (68)  
Impact of the change in tax rates   (6)   (25)   (82)  
Impact of differences in tax rate and impact of taxes not linked to pre-tax income(b)   (932)   (45)   77  
Impact of differences in tax rates and tax basis   (941)   (188)   (73)  
Tax losses of prior years used in the current year without DTA recognized previously   (22)   (45)   (51)  
Deferred tax assets recognized on tax losses of prior years   (95)   (9)   (82)  
Deferred tax assets not recognized on tax losses of the year   74   13   18  
Derecognition of deferred tax assets on tax losses of prior years(a)   1   1   19  
Tax losses impact   (42)   (39)   (95)  
Permanent differences on financial incomes and expenses   166   (555)   (385)  
Permanent differences on other incomes and expenses   109   135   30  
Impact of permanent differences   275   (420)   (355)  
Corrections and adjustments of tax relating to prior years   (393)   (170)   (204)  
Derecognition/Recognition of DTA on temporary differences of prior years
(other than tax losses)(a)		   27   (32)   (4)  
Other   112   (13)   108  
Impact of adjustments, decrease in value and other items   (254)   (215)   (100)  
Effective tax charge   (830)   1,783   1,991  
Effective tax rate (%)   -215.57%   23.22%   26.22%  

(a)  Derecognition of DTA (Deferred Tax Assets) arising on tax losses is shown in "Tax losses impact".

(b)  Including the effect of policyholders' tax.

(c)  As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

The effective tax rate of -215.57% as of December 31, 2008 was mainly due to the significant effect of the policyholders' tax
(€-843 million in 2008 versus €82 million in 2007 and €349 million in 2006), mainly in the United Kingdom.

Excluding policyholders' tax, the effective tax rate would have been approximately 22% as of December, 31 2008 (same as 2007
and 2006).

The change in permanent differences on financial income and expenses was mainly due to significant non-deductible financial
impairments and realized capital losses on equities.

The applicable tax rate broke down as follows:

    December 31,2008   December 31,2007   December 31,2006(c)  
(in Euro million)   Income from
operating activities,
gross of tax
expenses (a)		   Notional
tax rate		   Income from
operating activities,
gross of tax
expenses(a)		   Notional
tax rate		   Income from
operating activities,
gross of tax
expenses (a)		   Notional
tax rate		  
France   1,616   34.43%   1,243   34.43%   856   34.43%  
United States   (17)   35.00%   2,027   35.00%   2,152   35.00%  
United Kingdom(d)   (963)   28.50%   409   30.00%   879   30.00%  
Japan   (163)   36.21%   353   36.21%   427   36.21%  
Germany   (15)   32.00%   687   40.00%   573   40.00%  
Belgium   (683)   33.99%   409   33.99%   681   33.99%  
Switzerland(b)   (155)   22.00%   280   22.00%   -   -  
Other Countries   765   -   2,273   -   2,025   -  
TOTAL   385   -   7,681   -   7,593   -  

(a)  Excluding discontinued activities and contribution from equity-accounted companies.

(b)  In 2006, before the integration of Winterthur, Switzerland was presented in "Other Countries".

(c)  As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

(d)  Income including Ireland. Notional tax rate applicable for the UK only.

345

18.2. DEFERRED TAX

Net deferred tax balances broke down as follows:

    December 31, 2008   December 31, 2007   December 31, 2006
Restated(a)		  
(in Euro million)   Deferred tax
assets		   Deferred tax
liabilities 		  Net deferred
tax position		   Net deferred
tax position		   Net deferred
tax position		  
Deferred tax Assets/ (Liabilities) concerning:                      
• Deferred tax through profit or loss   11,333   9,981   1,352   (725)   (897)  
• Deferred tax through reserves relating to
the fair value adjustment of available
for sale investments		   1,623   1,524   99   (701)   (1,833)  
• Deferred tax through reserves relating to
the fair value adjustment of cash flow hedge
derivatives		       44   (44)   (3)   (28)  
• Deferred tax through reserves relating to
the revaluation of tangible assets		   _   1   (1)   (1)   (1)  
• Deferred tax through reserves relating to
gains and losses on defined benefits pension
plans		   351   53   298   (67)   224  
• Deferred tax through reserves in relation
to stock options		   17   1   16   97   142  
Net deferred tax excluding policyholders' tax   13,324   11,604   1,720   (1,401)   (2,395)  
Policyholder tax - Net deferred tax assets / (liabilities)   304   254   50   (982)   (1,268)  
Total net deferred tax   13,628   11,858   1,770   (2,383)   (3,663)  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

In the table above, the "net deferred tax position" column corresponds to the difference between deferred tax assets (DTA) and
deferred tax liabilities (DTL) carried on the Group's consolidated balance sheet. Note that the breakdown of DTA/DTL disclosed
in these tables corresponds to the deferred tax before the netting that occurs for balance sheet presentation purpose.

The change from a net liability position in 2007 to a net asset position in 2008 was mainly due to the significant decrease of the
market value of investments.

    2008  
(in Euro million)   Opening   Movements
through
profit or loss		   Movements
through OCI		   Forex
impact		   Change in scope
and other
variations		   Closing  
Deferred tax through profit or loss   (725)   1,950   -   (51)   177   1,352  
Deferred tax through reserves relating to the fair value adjustment of available for sale assets   (701)   _   839   (42)   2   99  
Deferred tax through reserves relating to the fair value adjustment of cash flow hedge derivatives   (3)   _   (41)   _   _   (44)  
Deferred tax through reserves relating to
the revaluation of tangible assets		   (1)   _   _   _   _   (1)  
Deferred tax through reserves relating to gains and
losses on defined benefits pension plans		   (67)   _   361   8   (4)   298  
Deferred tax through reserves in relation to stock options   97   -   (70)   1   (12)   16  
Net deferred tax assets / (liabilities)
excluding policyholders' tax		   (1,401)   1,950   1,090   (84)   164   1,720  
Policyholder tax - Deferred tax through profit or loss   (984)   962   -   69   -   47  
Policyholder tax - Deferred tax through reserves relating
to the fair value adjustment of available for sale assets		   2   _   2   (1)   _   3  
Policyholder tax - Deferred tax through reserves relating
to the fair value adjustment of cash flow hedge derivatives		   _   _   _   _   _   _  
Policyholder tax - Net deferred tax assets/ (liabilities)   (982)   962   2   69   -   50  
Total net deferred tax assets/ (liabilities)   (2,383)   2,912   1,092   (15)   165   1,770  

346        2008 ANNUAL REPORT

    2007  
(in Euro million)   Opening   Movements
through
profit or loss		   Movements
through OCI		   Forex
impact		   Change in scope
and other variations		   Closing  
Deferred tax through profit or loss   (897)   363   -   53   (244)   (725)  
Deferred tax through reserves relating to the fair value adjustment of available for sale assets   (1,833)   _   1,048   31   53   (701)  
Deferred tax through reserves relating to the fair value adjustment of cash flow hedge derivatives   (28)   _   26   _   (1)   (3)  
Deferred tax through reserves relating to
the revaluation of tangible assets		   (1)   _   _   _   _   (1)  
Deferred tax through reserves relating to gains and
losses on defined benefits pension plans		   224   _   (283)   (1)   (7)   (67)  
Deferred tax through reserves in relation
to stock options		   142   _   1   (13)   (34)   97  
Net deferred tax assets / (liabilities)
excluding policyholder tax		   (2,395)   363   792   70   (232)   (1,401)  
Policyholder tax - Deferred tax through profit or loss   (1,268)   183   -   94   7   (984)  
Policyholder tax - Deferred tax through reserves relating
to the fair value adjustment of available for sale assets		   _   _   3   _   _   2  
Policyholder tax - Deferred tax through reserves relating
to the fair value adjustment of cash flow hedge derivatives		   _   _   _   _   _   _  
Policyholder tax - Net deferred tax assets/ (liabilities)   (1,268)   183   3   94   7   (982)  
Total net deferred tax assets/ (liabilities)   (3,663)   547   795   164   (226)   (2,383)  

 

    2006 Restated(a)  
(in Euro million)   Opening   Movements
through
profit or loss		   Movements
through OCI		   Forex
impact		   Change in scope
and other variations		   Closing  
Deferred tax through profit or loss   (380)   194   -   56   (767)   (897)  
Deferred tax through reserves relating to the fair
value adjustment of available for sale investments		   (2,557)   _   697   41   (14)   (1,833)  
Deferred tax through reserves relating to the fair
value adjustment of cash flow hedge derivatives		   (65)   _   16   _   21   (28)  
Deferred tax through reserves relating to
the revaluation of tangible assets		   (1)   _   _   _   _   (1)  
Deferred tax through reserves relating to gains and
losses on defined benefits pension plans		   369   _   (129)   (5)   (12)   224  
Deferred tax through reserves in relation to stock options   87   -   67   (12)   -   142  
Net deferred tax assets / (liabilities)
excluding policyholder tax		   (2,547)   194   652   79   (772)   (2,395)  
Policyholder tax - Deferred tax through profit or loss   (1,026)   (157)   -   (23)   (61)   (1,268)  
Policyholder tax - Deferred tax through reserves
relating to the fair value adjustment of available
for sale investments		   (7)       7              
Policyholder tax - Deferred tax through reserves
relating to the fair value adjustment of cash flow
hedge derivatives		           2       (2)      
Policyholder tax - Net deferred tax assets / (liabilities)   (1,033)   (157)   8   (24)   (63)   (1,268)  
Total net deferred tax assets / (liabilities)   (3,580)   37   660   55   (834)   (3,663)  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

347

Recognized Deferred Tax Assets (DTA) by maturity and expiration date:

The tables below break down: (i) in the first part the maturity by which the Group expects to use the Deferred Tax Assets (DTA)
accounted at year end; (ii) in the second part, the "expiration date" of the DTA, i.e. the latest date at which the Group could use
them.

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
DTA recognized on tax loss carryforward   331   50   33  
Other recognized deferred tax   2,277   446   383  
TOTAL recognized DTA by expected date of use   2,608   496   416  
Corresponding carryforward losses   1,049   229   122  
               
DTA recognized on tax loss carryforward   38   23   37  
Other recognized deferred tax   609   75   59  
TOTAL recognized DTA by latest date of possible use   647   98   96  
Corresponding carryforward losses   138   137   116  

 

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
DTA recognized on tax loss carryforward   175   171   19  
Other recognized deferred tax   1,745   368   326  
TOTAL recognized DTA by expected date of use   1,921   539   345  
Corresponding carryforward losses   681   621   89  
               
DTA recognized on tax loss carryforward   5   39   12  
Other recognized deferred tax   397   55   67  
TOTAL recognized DTA by latest date of possible use   402   94   79  
Corresponding carryforward losses   17   173   49  

 

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
DTA recognized on tax loss carryforward   261   57   48  
Other recognized deferred tax   1,703   378   346  
TOTAL recognized DTA by expected date of use   1,963   436   394  
Corresponding carryforward losses   876   188   171  
               
DTA recognized on tax loss carryforward   5   2   46  
Other recognized deferred tax   351   54   57  
TOTAL recognized DTA by latest date of possible use   356   57   103  
Corresponding carryforward losses   18   7   128  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

348        2008 ANNUAL REPORT

    2008                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
90   44   10   28   376   -   963  
458   2,024   257   2,274   4,242   -   12,360  
548   2,068   267   2,302   4,618   -   13,324  
320   156   39   114   1,371   -   3,399  
                           
14   56   5   81   95   615   963  
82   666   12   633   804   9,419   12,360  
97   721   17   714   899   10,034   13,324  
44   190   15   282   320   2,157   3,399  

 

    2007                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
21   24   18   32   10   -   469  
354   446   127   624   3,879   -   7,868  
374   470   144   656   3,888   -   8,338  
100   116   73   167   22   -   1,869  
                           
20   9   8   5   4   369   470  
89   149   16   218   1,025   5,854   7,868  
108   158   24   223   1,028   6,223   8,338  
66   38   32   11   5   1,479   1,869  

 

    2006 Restated (a)                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
25   30   16   11   10   -   457  
366   574   157   1,780   2,228   -   7,534  
391   604   174   1,791   2,238   -   7,991  
114   128   82   77   45   -   1,682  
                           
32   19   7   9   10   327   457  
80   151   13   239   986   5,606   7,538  
112   170   21   248   995   5,933   7,995  
89   52   20   25   45   1,298   1,682  

349

Unrecognized Deferred Tax Assets (DTA) by expiration date:

The tables below break down the potential Deferred Tax Assets (DTA) which have not been recorded in the accounts at the year
end as considered unrecoverable and the "expiry date", i.e the latest date the Group could use them.

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
Unrecognized DTA on tax losses carryforward   1   20   21  
Other unrecognized deferred tax   44   -   -  
Unrecognized DTA   45   20   21  
Corresponding carryforward losses   4   55   66  

 

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
Unrecognized DTA on tax loss carryforward   6   6   1  
Other unrecognized deferred tax   -   -   -  
Unrecognized DTA   6   6   1  
Corresponding carryforward losses   19   15   3  

 

(in Euro million)   DTA maturity
date 1 year		   DTA maturity
date 2 years		   DTA maturity
date 3 years		  
Unrecognized DTA on tax loss carryforward   -   2   82  
Other unrecognized deferred tax   4   -   -  
Unrecognized DTA   4   2   82  
Corresponding carryforward losses   -   7   363  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

350        2008 ANNUAL REPORT

    2008                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
5   7   18   61   7   196   337  
-   2   10   21   -   -   77  
5   9   28   82   7   196   414  
14   19   49   189   22   716   1,134  

 

    2007                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
11   6   14   2   6   108   159  
-   -   -   5   -   -   5  
11   6   14   7   6   108   164  
29   14   38   6   35   209   370  

 

    2006 Restated(a)                      
DTA maturity
date 4 years		   DTA maturity
date 5 years		   DTA maturity
date 6 years		   DTA maturity
date between
7 and 11 years		   DTA maturity
date > 11 years		   No maturity
date		   TOTAL  
20   14   12   (14)   -   114   229  
-   -   -   -   1   305   310  
20   14   12   (14)   1   419   539  
71   36   30   11   -   415   933  

351

NOTE 19 > DERIVATIVE INSTRUMENTS

This note includes all types of derivatives excluding derivative instruments that meet the definition of equity instruments (see
Note 13 for details) or derivative instruments held by consolidated investment funds in the "satellite investment portfolio" (see
Note 1.7.2) which are recognized at fair value in accordance with IAS 39.

19.1. DERIVATIVE INSTRUMENTS: MATURITIES, NOTIONAL VALUES AND FAIR
VALUES

    Maturity of notional amount as at December 31,2008(a)   Notional amount  
(in Euro million)   < 1 year   1 to 2 years   2 to 3 years   3 to 4 years   4 to 5 years   > 5 years   December 31,
2008		   December 31,
2007		   December 31,
2006		  
Interest rate swaps   11,145   10,632   5,900   5,590   6,606   58,996   98,869   70,480   68,749  
Currency swaps   18,747   6,482   4,158   3,401   2,239   6,106   41,133   35,681   34,462  
Basic swaps   509   17   17   17   15   284   859   220   314  
Equity swaps   1,638   35   25   -   -   55   1,753   2,331   1,337  
Total return swaps   3,590   2   17   6   26   1,990   5,632   7,595   6,976  
SWAPS   35,629   17,168   10,116   9,014   8,887   67,432   148,246   116,307   111,837  
Caps   1,530   6,600   1,401   2,344   4,987   13,004   29,865   24,128   25,382  
Floors   4,300   4,320   4,515   215   215   1,505   15,071   18,353   24,308  
Collars   106   -   -   -   -   -   106   1,000   -  
Swaptions   1,388   1,196   1,125   516   523   4,223   8,971   8,275   11,203  
Calls bought   2,023   22   3   1   -   2,503   4,552   3,371   4,760  
Calls sold   1,005   206   -   -   -   -   1,211   3,032   11  
Puts bought   11,941   15,414   -   59   54   568   28,037   6,369   1,463  
Puts sold   2,377   -   -   -   -   -   2,377   137   2,309  
OPTIONS   24,670   27,758   7,044   3,135   5,779   21,803   90,190   64,665   69,436  
Forwards /
Futures bought		   21,208   25   _   94   _   _   21,327   8,916   12,024  
Forwards /
Futures sold		   41,912   656   _   98   _   256   42,922   30,732   34,101  
FORWARDS/
FUTURES		   63,120   681   _   191   _   256   64,249   39,649   46,124  
CREDIT
DERIVATIVES		   423   12,025   505   1,784   7,948   1,768   24,453   11,269   9,854  
Other derivatives   1,257   544   158   46   219   766   2,990   1,687   638  
TOTAL   125,100   58,176   17,823   14,170   22,834   92,025   330,127   233,576   237,890  

NB: This table includes all derivatives (assets and liabilities), i.e. hedge, macrohedge and other, in an asset or liability positions.
(a) By convention, notional amounts are displayed in absolute value, and exclude potential netting out.

352        2008 ANNUAL REPORT

Positive fair value   Negative fair value   Net fair value      
December 31,
2008		   December 31,
2007		   December 31,
2006		   December 31,
2008		   December 31,
2007		   December 31,
2006		   December 31,
2008		   December 31,
2007		   December 31,
2006		   Change in
fair value
2008/2007		  
5,167   956   1,307   4,668   1,344   1,099   499   (388)   208   887  
1,906   2,311   1,854   2,600   688   693   (694)   1,622   1,161   (2,316)  
13   2   17   27   2   5   (14)   -   11   (15)  
1,055   86   171   807   54   246   247   32   (75)   216  
916   510   365   1,023   347   225   (107)   163   140   (270)  
9,057   3,865   3,713   9,126   2,435   2,268   (69)   1,429   1,445   (1,498)  
110   20   17   2   118   207   107   (98)   (190)   205  
552   109   7   160   -   -   392   109   7   283  
5   -   -   -   -   -   5   -   -   4  
500   128   253   -   -   -   500   128   253   372  
206   93   174   -   -   -   206   93   174   113  
-   -   -   16   18   -   (16)   (18)   -   2  
6,425   124   68   3,350   -   12   3,075   124   56   2,950  
-   -   -   111   -   8   (111)   -   (8)   (111)  
7,798   475   518   3,639   136   227   4,158   339   292   3,819  
88   60   241   176   84   31   (87)   (24)   211   (63)  
1,246   303   153   198   54   1,291   1,049   249   (1,138)   800  
1,334   363   395   373   138   1,322   961   225   (927)   736  
289   83   54   1,677   68   9   (1,388)   15   45   (1,403)  
162   110   86   70   10   7   92   99   79   (7)  
18,640   4,896   4,766   14,886   2,788   3,833   3,754   2,108   933   1,646  

353

19.2. HEDGE ACCOUNTING DERIVATIVES

Hedging derivative instruments broke down as follows:

    December 31, 2008  
    Derivative
instruments used
in fair value
hedging relationship		   Derivative instruments
used in a cash flow
hedging relationship		   Derivative
instruments used
in hedge of net
investment in
a foreign operation		   Macro-hedges and
other derivative
instruments not
qualifying under
IAS 39 but
generally used
as economic hedges		   Total    
(in Euro million)   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		  
Interest rate swaps   3,239   (217)   1,043   61   -   1   94,587   655   98,869   499  
Currency swaps   -   -   404   42   21,558   (1,044)   19,171   308   41,133   (694)  
Basic swaps   -   -   -   -   -   -   859   (14)   859   (14)  
Equity swaps   1,298   259   -   -   -   -   455   (12)   1,753   247  
Total return swaps   -   -   -   -   -   -   5,632   (107)   5,632   (107)  
SWAPS   4,537   42   1,447   103   21,558   (1,044)   120,705   829   148,246   (69)  
Caps   -   -   -   -   169   -   29,697   107   29,865   107  
Floors   -   -   -   -   -   -   15,071   392   15,071   392  
Collars   -   -   -   -   -   -   106   5   106   5  
Swaptions   -   -   2,209   125   -   -   6,762   375   8,971   500  
Calls bought   -   -   -   -   116   35   4,436   170   4,552   206  
Calls sold   -   -   -   -   -   -   1,211   (16)   1,211   (16)  
Puts bought   672   99   -   -   -   -   27,365   2,976   28,037   3,075  
Puts sold   -   -   -   -   116   -   2,261   (111)   2,377   (111)  
OPTIONS   672   99   2,209   125   401   36   86,907   3,899   90,190   4,158  
Forwards / Futures bought   1,079   (42)   -   -   24   3   20,224   (49)   21,327   (87)  
Forwards/Futures sold   3,245   131   -   -   159   50   39,518   868   42,922   1,049  
FORWARDS/FUTURES   4,324   89   -   -   183   53   59,742   819   64,249   961  
CREDIT DERIVATIVES   -   -   -   -   -   -   24,453   (1,388)   24,453   (1,388)  
Other derivatives   -   -   -   -   1   -   2,989   92   2,990   92  
TOTAL   9,532   230   3,656   228   22,143   (955)   294,796   4,250   330,127   3,754  

NB: This table includes all derivatives (assets and liabilities), i.e. hedging, macrohedging and other, in an asset or liability position.

354        2008 ANNUAL REPORT

    December 31, 2007  
    Derivative
Instruments used
in fair value
hedging relationship		   Derivative instruments used
in a cash flow
hedging relationship		   Derivative instruments
used in hedge
of net investment
in a foreign operation		   Macro-hedges
and other derivative
instruments not
qualifying under
IAS 39 but
generally used as
economic hedges		   Total    
(in Euro million)   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		  
Interest rate swaps   4,115   (16)   1,151   8   -   1   65,215   (381)   70,480   (388)  
Currency swaps   133   -   427   26   14,163   1,510   20,958   86   35,681   1,622  
Basic swaps   -   -   -   -   -   -   220   -   220   -  
Equity swaps   1,754   (1)   -   -   -   -   577   32   2,331   32  
Total return swaps   -   -   -   -   -   -   7,595   163   7,595   163  
SWAPS   6,002   (17)   1,578   34   14,163   1,511   94,564   (99)   116,307   1,429  
Caps   -   -   -   -   290   3   23,838   (101)   24,128   (98)  
Floors   -   -   -   -   -   -   18,353   109   18,353   109  
Collars   -   -   -   -   -   -   1,000   -   1,000   -  
Swaptions   -   -   1,767   27   -   -   6,509   101   8,275   128  
Calls bought   -   -   -   -   -   -   3,371   93   3,371   93  
Calls sold   -   -   -   -   -   -   3,032   (18)   3,032   (18)  
Puts bought   -   -   -   -   -   -   6,369   124   6,369   124  
Puts sold   -   -   -   -   -   -   137   -   137   -  
OPTIONS   -   -   1,767   27   290   3   62,609   309   64,665   339  
Forwards / Futures bought   1,021   (38)   -   -   -   -   7,895   14   8,916   (24)  
Forwards/Futures sold   3,276   79   -   -   209   (3)   27,247   173   30,732   249  
FORWARDS/FUTURES   4,297   41   -   -   209   (3)   35,143   187   39,649   225  
CREDIT DERIVATIVES   -   -   -   -   -   -   11,269   15   11,269   15  
Other derivatives   -   -   -   -   -   -   1,687   99   1,687   99  
TOTAL   10,298   24   3,345   61   14,662   1,511   205,271   512   233,576   2,108  

NB: This table includes all derivatives (assets and liabilities), i.e. hedging, macrohedging and other, in an asset or liability position

355

    December 31, 2006  
    Derivative
instruments used
in fair value
hedging relationship		   Derivative instruments
used in a cash flow
hedging relationship		   Derivative
instruments used
in hedge of net
investment in a
foreign operation		   Macro-hedges
and other derivative
instruments not
qualifying under
IAS 39 but generally
used as
economic hedges		   Total    
(in Euro million)   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		   Notional
amount		   Fair
value		  
Interest rate swaps   3,728   (97)   996   59   -   -   64,025   246   68,749   208  
Currency swaps   164   6   234   15   9,554   1,093   24,509   46   34,462   1,161  
Basic swaps   -   -   -   -   -   -   314   11   314   11  
Equity swaps   1,224   (153)   -   -   -   -   112   78   1,337   (75)  
Total return swaps   -   -   -   -   -   -   6,976   140   6,976   140  
SWAPS   5,117   (245)   1,230   75   9,554   1,093   95,937   522   111,837   1,445  
Caps   -   -   -   -   290   3   25,092   (193)   25,382   (190)  
Floors   -   -   -   -   -   -   24,308   7   24,308   7  
Collars   -   -   -   -   -   -   -   -   -   -  
Swaptions   -   -   2,539   94   -   -   8,665   159   11,203   253  
Calls bought   -   -   -   -   1,554   46   3,206   128   4,760   174  
Calls sold   -   -   -   -   -   -   11   -   11   -  
Puts bought   -   -   -   -   -   -   1,463   56   1,463   56  
Puts sold   -   -   -   -   1,566   (4)   743   (4)   2,309   (8)  
OPTIONS   -   -   2,539   94   3,410   45   63,488   153   69,436   292  
Forwards / Futures bought   872   6   -   -   208   4   10,943   201   12,024   211  
Forwards/Futures sold   3,215   (35)   -   -   2,392   26   28,493   (1,129)   34,101   (1,138)  
FORWARDS/FUTURES   4,088   (29)   -   -   2,600   30   39,437   (928)   46,124   (927)  
CREDIT DERIVATIVES   -   -   -   -   -   -   9,854   45   9,854   45  
Other derivatives   -   -   -   -   -   21   638   58   638   79  
TOTAL   9,204   (274)   3,769   169   15,564   1,189   209,353   (150)   237,890   933  

NB: This table includes all derivatives (assets and liabilities), i.e. hedging, macrohedging and other, in an asset or liability position

Note 4 to the consolidated financial statements refers to Risk Management within the Group, and describes its main principles
and guidelines. In general, derivatives are used by the various entities and by the Company for economic hedging purposes, with
the exception of certain credit derivatives. However, the notion of hedge accounting within the meaning of IAS 39 only applies
to a small portion of derivatives used by the Group. The overall objectives of the economic hedging implemented by AXA are
described briefly below, along with details of any items that qualify for hedge accounting in the meaning of IAS 39.

In the tables above, the fourth column includes derivatives that do not qualify for hedge accounting under IAS 39, but whose
objective is nevertheless to provide economic hedging of a risk, with the exception of certain credit derivatives. They include
"macro-hedging" derivatives as defined by the IASB in its amendment to IAS 39.

AXA uses derivative instruments to hedge some equity and real estate exposures and to manage various types of risks, including
interest rate risk, exchange rate risk and credit risk. Details of the impact of derivative instruments on financial investments and
liabilities are provided in section 19.3 and 19.4.

As at December 31, 2008, the notional amount of all derivative instruments totaled €330 billion (€234 billion and €238 billion
respectively at the end of 2007 and 2006). The €97 billion increase versus FY07 is mainly attributable to the Company (€54 billion)
notably related to the hedging program set up in order to reduce the exposure of AXA's shareholders' equity to equity investments
and to limit the solvency I coverage ratio volatility. Their net fair value as at December 31, 2008 totaled €3,754 million (€2,108 million
and €933 million respectively at the end of 2007 and 2006).

Economic hedging strategies are defined and managed by AXA's local operations. Such economic hedging strategies include
(i) managing interest-rate exposures on fixed maturity investments, long-term debt and guaranteed interest rates on insurance
contracts, (ii) managing foreign-currency exposures on foreign-currency denominated investments and liabilities, and (iii) managing
liquidity positions (including the ability to pay benefits and claims when due) in connection with asset-liability management and
local regulatory requirements for insurance and banking operations.

356        2008 ANNUAL REPORT

While notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of
risk because the notional amount greatly exceeds the possible credit and market loss that could arise from such transactions.
The AXA Group is exposed to credit risk in respect of its counterparties to the derivative instruments, but is not exposed to credit
risk on the entire notional amounts. AXA actively manages counterparty risk generated by OTC (over-the-counter) derivatives
through a specific Group-wide policy. This policy includes a limit framework and an exposure monitoring process. Limits are
set specifically for each authorized counterparty, based on an internal scoring system. This policy also includes daily to weekly
collateralization for the majority of the Group's exposure. The notional amounts do not represent the amounts actually exchanged
by the parties and thus are not a measure of the AXA Group's exposure to derivative instruments. The AXA Group's exposure is
represented by the market value of a derivative contract at a given point in time.

As at December 31, 2008 and based on notional amounts, (i) 45% of the derivative instruments used consisted in swap contracts
(50% and 47% respectively at the end of 2007 and 2006), (ii) 27% were option products, mainly caps, floors and collars (28% and
29% respectively at the end of December 2007 and 2006), (iii) 20% were futures and forwards, mainly other than foreign currency
products (17% and 19% respectively at the end of 2007 and 2006) and (iv) 7% were credit derivatives (5% and 4% respectively
at the end of 2007 and 2006). Credit derivatives are mainly used as an alternative to corporate debt security portfolios, when
coupled with government debt securities, but also as a protection on single corporate names or specific portfolios.

As at December 31, 2008, the notional amount of hedging derivative instruments as defined by IAS 39 (fair value, cash flow and
net investment hedges) of the AXA Group totaled €35,331 million (€28,305 million at the end of 2007 and €28,537 million at the
end of 2006). Their net fair value was €-497 million (€1,596 million at the end of 2007 and €1,083 million at the end of 2006).

a) Swaps

Swap contracts are agreements between two parties to exchange one set of cash flows for another set of cash flows. Payments
are made on the basis of the swap's notional value. AXA primarily uses (i) interest-rate swap contracts to manage cash flows
arising from interest received or paid, and (ii) currency swap contracts to manage foreign-currency denominated cash flows or
investments.

On a consolidated basis, the notional amount of such instruments at December 31, 2008 was €148,246 million (€116,307 million
at the end of 2007 and €111,837 million at the end of 2006). Their market value was €-69 million (€1,429 million at the end of
2007 and €1,445 million at the end of 2006).

At December 31, 2008, interest-rate swaps accounted for 67% of all swaps used by AXA (versus 61% at the end of 2007 and
2006). They are used mainly by:

(i) the Company to limit its interest-rate exposure on debt issued or amounts borrowed (notional value of €60,338 million
compared to €46,481 million and €39,602 million respectively at the end of 2007 and 2006),

(ii) AXA Bank Europe to hedge interest-rate risk exposures arising in the context of its ordinary banking activities, in order to
achieve an appropriate interest-rate spread between its interest-earning assets and interest-bearing liabilities (notional value
of €8,470 million versus €10,799 million and €11,864 million respectively at the end of 2007 and 2006, the decrease being
mainly due to negative difference between the total notional amount of new trading deals and the matured ones),

(iii) AXA Germany Life & Savings (notional amount of €8,136 million versus €884 million and €423 million at the end of 2007 and
2006 respectively) due to the active financial risk management program associated with the guaranteed minimum benefits
on variable annuity products,

(iv) AXA Japan (notional amount of €4,751 million versus €3,226 million and €4,202 million respectively at the end of 2007 and
2006) to limit its risk exposure to interest-rate on its invested assets (debt securities held directly and through consolidated
mutual funds). The increase in notional value in 2008 at AXA Japan was mainly driven by the sales of Accumulator-type
products,

(v) AXA France Life & Savings (notional amount of €4,715 million versus €2,552 million and €2,702 million at the end of 2007
and 2006) to adjust the duration of the fixed income portfolio and to benefit from long term interest rate, and

(vi) the United States Life & Savings (notional amount of €3,183 million versus €85 million and €0 million at the end of 2007 and
2006 respectively) to reduce the economic impact of unfavorable changes to the Variable Annuity guarantees' exposures
attributable to movements in the equity and fixed income markets.

Currency swaps constitute another part of AXA's hedging strategies to manage foreign currency cash flow exposures, and are
primarily used by the Company (€36,615 million at end 2008 versus €28,698 million and €21,968 million respectively at the
end of 2007 and 2006) and by AXA Japan mainly to hedge the foreign currency exposure related to internal debts and loans
(€1,475 million versus €1,259 million and €3,071 million respectively at the end of 2007 and 2006).

At December 31, 2008, 81% of the total notional amount of swaps did not qualify for hedge accounting under IAS 39 (81% at the
end of 2007 and 86% at the end of 2006), and included €75,573 million for the Company (€61,291 million at the end of 2007
and €51,203 million at the end of 2006), €10,352 million for AXA Bank Europe (versus €13,901 million at the end of 2007 and
€16,728 million at the end of 2006) mainly composed of interest-rate swaps and total return swaps that generate short-term
profit, and €7,871 million for AXA Germany Life & Savings (versus €618 million and €1,083 million respectively at the end of 2007
and 2006) due to the active financial risk management program associated with the guaranteed minimum benefits on variable
annuity products.

357

The notional amounts of swaps used in fair value hedge relationships totaled €4,537 million as at December 31,2008 (€6,002 million
at the end of 2007 and €5,117 million at the end of 2006), including €2,682 million of interest rate swaps for AXA Bank Europe to
hedge a portfolio interest risk and €843 million for AXA Japan (mainly including €444 million of equity swaps and €400 million
of interest rate swaps on directly-held Euro debt securities).

The notional amounts of swaps used in cash flow hedge relationships totaled €1,447 million (€1,578 million at the end of 2007
and €1,230 million at the end of 2006), including €581 million in Germany Life & Savings in CDO investments and €501 million
of interest-rate swaps in Belgium Life & Savings.

The notional amounts of swaps used in net foreign investment hedge relationships totaled €21,558 million (€14,163 million at the
end of 2007 and €9,554 million at the end of 2006), including €21,508 million of currency swaps used by the Company.

b) Options

The option portfolio consists mainly of caps and floors. Interest rate caps and floors are option-like agreements where the
seller agrees to pay the counterparty an amount equal to the difference, based on a notional amount, between the interest rate of
the specified index and the interest rate cap or floor. These products are used to hedge against interest rate increases (caps) or
decreases (floor). Caps and floors are used predominantly by the United States to hedge interest rates on contracts with guaranteed
rates of return and by French Life & Savings operations to serve policyholder participation in an interest rate increase context.

The notional amount of interest rate caps and floors at December 31, 2008 was €44,936 million or 50% of the total notional
amount of all options (€42,481 million or 66% and €49,690 million or 72% respectively at the end of 2007 and 2006), the increase
being mainly attributable to (i) AXA SA (€+2,600 million) to cover the Group against inflation risk borne by the Property & Casualty
business, and (ii) AXA France Life & Savings (€+1,868 million) to protect portfolio yield against an interest rate increase, partly
offset by (iii) €-3,282 million in the United States due to the expiration of one floor contract. The net fair value of caps and floors
was €500 million (€11 million at the end of 2007 and €-184 million at the end of 2006).

Swaptions represented 10% of the total notional amount of options as at December 31, 2008, mainly (i) in Switzerland Life &
Savings for €2,235 million (€2,767 million at the end of 2007) including €2,209 million (€1,767 million at the end of 2007) used to
hedge the reinvestment risk in the Swiss Individual Life & Savings business, (ii) in Germany Life & Savings (€2,000 million in 2008
versus €1,500 million at the end of 2007) to hedge interest rate risk, (iii) in Belgium Life & Savings for €1,975 million to hedge
against a fall in rates in the traditional life fund and in a specific corporate life fund (€1,147 million and €627 million respectively) and
against the risk of customer higher surrenders following an increase in interest rates in segregated funds (Crest for €200 million),
and €1,968 million at AXA Bank Europe to hedge variable mortgages which are characterized by an embedded cap that can be
activated at each repricing date of the loan.

At the end of 2008, the US Life & Savings had €1,254 million open exchange-traded options on the S&P 500 index to mature
on January 19, 2010, consisting of a long put and short call on the index with strike prices of 881.7 and 1,021.21, respectively, and
a short put position at 613.5. These positions were established in the fourth quarter of 2008 to mitigate the adverse effects of
equity market declines on AXA Equitable statutory reserves and protect downside equity exposure to 30% but limit the opportunity
for upside to approximately 16%. At December 31, 2008, these positions were out of the money.

c)  Futures and Forwards

Futures are contracts that obligate settlement at a specified price and on a specified future date and can be traded on the
market. Forwards are customized contracts between 2 entities where settlement takes place on a specific date in the future at
today's pre-agreed price.

On a consolidated basis, the notional amount of futures and forwards at December 31, 2008 was €64,249 million (€39,649 million
at the end of 2007 and €46,124 million at the end of 2006). Their market value was €961 million (€225 million at the end of
2007 and €-927 million at the end of 2006). AXA's United States insurance operations use futures for a total notional amount of
€24,780 million (versus €4,204 million in 2007 and €2,684 million in 2006), the change in notional amount versus 2007 being
due to an increase in the hedging activity related to the GMxB dynamic risk hedging program. Swiss entities also held future and
forward contracts for a total notional amount of €20,841 million (€16,780 million at the end of 2007), including €4,324 million
(€4,297 million at the end of 2007) designated as fair value hedges and €16,517 million (€12,483 million at the end of 2007) that
did not qualify for hedge accounting under IAS 39.

Currency future and forward contracts accounted for 55% of these instruments (based on notional amounts at December 31,
2008), compared to 76% at the end of 2007 and 81% at the end of 2006. Swiss entities use such contracts for a total notional
amount of €20,796 million, including €4,234 million designated as fair value hedges, to hedge exchange-rate risk arising from
their investments in equities and debt securities denominated in foreign currency (mainly € and US$). AXA Japan also uses futures
and forward foreign currency contracts (for a total notional amount of €6,641 million) to hedge exchange-rate risk arising from its
investments in US and European fixed-maturity debt securities, mainly held in controlled funds. In accordance with IAS 21 and
IAS 39, the translation difference relating to these debt securities is recognized in profit & loss and offsets most of the change
in market value of associated derivative instruments, which is also recognized in profit & loss. In substance, therefore, these
contracts act as hedges without the need to use hedge accounting within the meaning of IAS 39.

358        2008 ANNUAL REPORT

Other futures were predominantly used by insurance operations to hedge future operating margins.

As a result, 93% of the notional value of futures and forwards at the end of 2008 were used in hedging relationships that do not
qualify for hedge accounting under IAS 39 (89% and 86% respectively at the end of 2007 and 2006).

d) Credit derivatives

The AXA Group, as part of its investment and credit risk management activities, may use strategies that involve credit derivatives
(Credit Default Swaps or CDS), which are mainly used as an alternative to corporate debt security portfolios, when coupled with
government debt securities, but also as a protection on single corporate names or specific portfolios.

At December 31, 2008, the notional amount of credit derivatives carried by the Group was €30,873 million (including €8,148 million
held through CDOs), of which:

•  €6,420 million relating to exposures held within investment funds of the "satellite investment portfolio" (see Note 1.7.2) not
detailed in this note. Such credit default swaps were used mainly in France (€5,286 million) and Belgium (€885 million).

•  €24,453 million held directly or within "core investment portfolio" or CDOs with a fair value of €-1,388 million detailed in the
present note. Such credit derivatives were mainly used at AXA Japan on highly rated debt securities to enhance the returns
on its portfolio (€11,618 million at the end of 2008 versus €4,253 million at the end of 2007 and €4,676 million at the end of
2006).

e)  Mortality derivatives

On November 13, 2006, AXA announced a €1 billion pluri-annual shelf program to transfer mortality risk to the capital markets,
of which approximately €345 million (converted at the transaction date) was invested in 2006. This risk transfer resulted in a
derivative contract between AXA and a special purpose vehicle called Osiris Capital plc, indexed to the mortality levels observed
in various countries in which AXA operates (France, Japan, Australia and the United States for the 2006 investment). It is shown
under the line item "Other derivatives".

359

19.3. EFFECT OF HEDGING ON FINANCIAL INVESTMENTS

The impact of derivative instruments is presented in the balance sheet within their related underlying financial assets (and liabilities,
see section 19.4). The table below sets out the impact of derivative instruments on the related underlying assets.

        Insurance          
(in Euro million)   Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative
instruments
subject
to hedge
accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
Investment property at amortized cost   12,793   -   66   12,859  
Investment property designated as at fair value through profit or loss   2,398   -   -   2,398  
Macro hedge and other derivatives   -   -   -   -  
Investment properties   15,190   -   66   15,256  
Debt securities held to maturity   -   -   -   -  
Debt securities available for sale   254,720   195   549   255,465  
Debt securities designated as at fair value through profit or loss   44,336   -   (137)   44,199  
Debt securities held for trading   102   -   -   102  
Debt securities (at cost) that are not quoted in an active market   1,212   -   -   1,212  
Debt securities   300,371   195   413   300,978  
Equity securities available for sale   14,768   353   346   15,468  
Equity securities designated as at fair value through profit or loss   10,460   -   43   10,503  
Equity securities held for trading   28   -   61   89  
Equity securities   25,257   353   450   26,060  
Non controlled investment funds available for sale   5,336   (5)   4   5,336  
Non controlled investment funds designated as at fair value through profit or loss   2,177   -   10   2,187  
Non controlled investment funds held for trading   147   -   -   147  
Non controlled investment funds   7,661   (5)   14   7,670  
Other investments(f)   6,274   -   79   6,353  
Macro hedge and other derivatives   110   -   -   110  
TOTAL FINANCIAL INVESTMENTS   339,671   544   955   341,170  
Loans held to maturity   -   -   -   -  
Loans available for sale   728   -   14   743  
Loans designated as at fair value through profit or loss   45   -   -   45  
Loans held for trading   -   -   -   -  
Mortgage loans   13,751   -   -   13,751  
Other(e)   11,106   -   62   11,168  
Macro hedge and other derivatives   -   -   -   -  
Loans   25,630   -   76   25,706  
Assets backing contracts where the financial risk is borne by policyholders   131,941   -   49   131,990  
TOTAL INVESTMENTS   512,433   544   1,146   514,123  
Derivative instruments hedging net investment in a foreign operation (assets)(g)   -   -   -   -  

(a)  Carrying value, i.e net of impairment, discount premiums and related amortization, including accrued interest, but excluding any impact of derivatives.

(b)  Excluding macro hedge and other derivatives.

(c)  Macro hedge and other derivatives.

(d) Carrying value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39, macrohedge
and other derivatives.

(e)  Notably includes policy loans, lease receivables and other loans.

(f)  Other investments held through consolidated investment funds designated as at fair value through profit or loss.

(g)  Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.

360       2008 ANNUAL REPORT

December 31,2008  
Banking and other activities   Total  
Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		   Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
2,306   -   -   2,306   15,099   -   66   15,165  
-   -   -   -   2,398   -   -   2,398  
-   -   -   -   -   -   -   -  
2,306   -   -   2,306   17,497   -   66   17,562  
-   -   -   -   -   -   -   -  
3,913   (19)   -   3,894   258,633   177   549   259,359  
182   -   (125)   57   44,518   -   (262)   44,256  
1,040   -   (164)   875   1,141   -   (164)   977  
-   -   -   -   1,212   -   -   1,212  
5,135   (19)   (290)   4,826   305,505   177   123   305,805  
1,457   -   2,502   3,959   16,226   353   2,848   19,427  
255   3   -   259   10,715   3   43   10,761  
179   -   -   179   207   -   61   268  
1,891   3   2,502   4,396   27,148   357   2,952   30,456  
76   -   -   76   5,413   (5)   4   5,412  
63   -   -   63   2,241   -   10   2,250  
-   -   -   -   147   -   -   147  
140   -   -   140   7,801   (5)   14   7,810  
13   -   -   13   6,286   -   79   6,365  
4   -   -   4   114   -   -   114  
7,183   (15)   2,212   9,380   346,854   529   3,167   350,550  
-   -   -   -   -   -   -   -  
64   -   -   64   792   -   14   807  
-   -   -   -   45   -   -   45  
7   -   -   7   7   -   -   7  
1   -   -   1   13,752   -   -   13,752  
849   -   -   849   11,955   -   62   12,017  
8   -   -   8   8   -   -   8  
929   -   -   929   26,559   -   76   26,635  
-   -   -   -   131,941   -   49   131,990  
10,418   (15)   2,212   12,615   522,852   529   3,358   526,738  
-   -   -   -   -   -   -   -  

361

        Insurance          
(in Euro million)   Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
Investment property at amortized cost   12,025   -   20   12,045  
Investment property designated as at fair value through profit or loss   4,137   -   -   4,137  
Macro hedge and other derivatives   -   -   -   -  
Investment properties   16,161   -   20   16,182  
Debt securities held to maturity   -   -   -   -  
Debt securities available for sale   241,220   (9)   556   241,766  
Debt securities designated as at fair value through profit or loss   55,095   -   58   55,152  
Debt securities held for trading   123   -   (3)   120  
Debt securities (at cost) that are not quoted in an active market   -   -   -   -  
Debt securities   296,438   (9)   610   297,039  
Equity securities available for sale   33,249   37   64   33,350  
Equity securities designated as at fair value through profit or loss   19,322   -   -   19,322  
Equity securities held for trading   127   -   -   127  
Equity securities   52,697   37   64   52,799  
Non controlled investment funds available for sale   3,446   3   -   3,449  
Non controlled investment funds designated as at fair value through profit or loss   2,260   -   38   2,298  
Non controlled investment funds held for trading   135   -   -   135  
Non controlled investment funds   5,841   3   38   5,882  
Other investments(f)   4,352   -   6   4,358  
Macro hedge and other derivatives   (27)   -   -   (27)  
TOTAL FINANCIAL INVESTMENTS   359,301   32   719   360,051  
Loans held to maturity   -   -   -   -  
Loans available for sale   926   -   -   926  
Loans designated as at fair value through profit or loss   39   -   -   39  
Loans held for trading   -   -   -   -  
Mortgage loans   12,817   -   -   12,817  
Other(e)   11,370   -   24   11,395  
Macro hedge and speculative derivatives   -   -   -   -  
Loans   25,152   -   24   25,177  
Assets backing contracts where the financial risk is borne by policyholders   182,726   -   101   182,827  
TOTAL INVESTMENTS   583,340   32   865   584,237  
Derivative instruments hedging net investment in a foreign operation (assets)(g)   -   -   -   -  

(a) Carrying book value, i.e net of impairment, discount premiums and related amortization, including accrued interest, but excluding any impact of

derivatives.

(b)  Excluding macro hedge and other derivatives.

(c)  Macro hedge and other derivatives.

(d)  Carrying book value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39,
macrohedge and other derivatives.

(e)  Notably includes policy loans, lease receivables and other loans.

(f)  Other investments held through consolidated investment funds designated as at fair value through profit or losss.

(g)  Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.

362       2008 ANNUAL REPORT

December 31,2007  
Banking and other activities   Total  
Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		   Carrying value
excluding effect
of hedging value(a)		  

Impact of
derivative instruments
subject to
hedge accounting(b)

   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
1,776   -   -   1,776   13,801   -   20   13,821  
-   -   -   -   4,137   -   -   4,137  
-   -   -   -   -   -   -   -  
1,776   -   -   1,776   17,937   -   20   17,958  
-   -   -   -   -   -   -   -  
4,933   1   -   4,935   246,153   (8)   556   246,701  
832   -   (11)   822   55,927   -   47   55,974  
1,042   -   (23)   1,019   1,165   -   (26)   1,139  
-   -   -   -   -   -   -   -  
6,808   1   (34)   6,775   303,246   (8)   577   303,814  
2,550   -   (5)   2,546   35,799   37   59   35,896  
271   -   -   271   19,593   -   -   19,593  
325   -   -   325   452   -   -   452  
3,146   -   (5)   3,141   55,843   37   59   55,940  
142   -   -   142   3,588   3   -   3,591  
134   -   -   134   2,394   -   38   2,433  
8   -   -   8   143   -   -   143  
284   -   -   284   6,124   3   38   6,166  
166   -   -   166   4,518   -   6   4,524  
1,312   -   -   1,312   1,285   -   -   1,285  
11,716   1   (38)   11,679   371,016   33   681   371,730  
-   -   -   -   -   -   -   -  
41   -   -   41   968   -   -   968  
1   -   -   1   40   -   -   40  
77   -   -   77   77   -   -   77  
1   -   -   1   12,818   -   -   12,818  
121   -   -   121   11,491   -   24   11,515  
7   -   -   7   7   -   -   7  
248   -   -   248   25,400   -   24   25,425  
-   -   -   -   182,726   -   101   182,827  
13,740   1   (38)   13,703   597,080   33   827   597,939  
-   -   -   -   -   -   -   -  

363

    Insurance  
(in Euro million)   Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
Investment property at amortized cost   13,260   -   -   13,260  
Investment property designated as at fair value through profit or loss   5,364   -   -   5,364  
Macro hedge and other derivatives   -   -   -   -  
Investment properties   18,625   -   -   18,625  
Debt securities held to maturity   -   -   -   -  
Debt securities available for sale   241,652   (83)   (311)   241,258  
Debt securities designated as at fair value through profit or loss   49,520   -   71   49,591  
Debt securities held for trading   71   -   23   94  
Debt securities (at cost) that are not quoted in an active market   10   -   -   10  
Debt securities   291,253   (83)   (217)   290,953  
Equity securities available for sale   35,761   (149)   (8)   35,604  
Equity securities designated as at fair value through profit or loss   22,076   (25)   -   22,050  
Equity securities held for trading   142   -   -   142  
Equity securities   57,979   (175)   (8)   57,797  
Non controlled investment funds available for sale   4,593   6   -   4,599  
Non controlled investment funds designated as at fair value through profit or loss   2,321   13   (15)   2,319  
Non controlled investment funds held for trading   80   -   -   80  
Non controlled investment funds   6,994   19   (15)   6,998  
Other investments(f)   3,145   -   (1)   3,144  
Macro hedge and other derivatives   (175)   -   -   (175)  
TOTAL FINANCIAL INVESTMENTS   359,197   (238)   (241)   358,718  
Loans held to maturity   -   -   -   -  
Loans available for sale   819   -   5   824  
Loans designated as at fair value through profit or loss   378   -   -   378  
Loans held for trading   -   -   -   -  
Mortgage loans   13,077   -   2   13,079  
Other(e)   14,589   -   (11)   14,578  
Macro hedge and speculative derivatives   -   -   -   -  
Loans   28,864   -   (4)   28,860  
Assets backing contracts where the financial risk is borne by policyholders   176,479   -   83   176,562  
TOTAL INVESTMENTS   583,164   (238)   (162)   582,765  
Derivative instruments hedging net investment in a foreign operation (assets)(g)   -   -   -   -  

(a) Carrying book value, i.e net of impairment, discount premiums and related amortization, including accrued interest, but excluding any impact of

derivatives.

(b)  Excluding macro hedge and other derivatives.

(c)  Macro hedge and other derivatives.

(d) Carrying book value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39.
macrohedge and other derivatives.

(e)  Notably includes policy loans, lease receivables and other loans.

(f)  Other investments held through consolidated investment funds designated as at fair value through profit or loss.

(g)  Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.

(h) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items affecting the allocation of Winterthur
purchase price.

364       2008 ANNUAL REPORT

December 31,2006 Restated(h)  
Banking and other activities   Total  
Carrying value
excluding effect of
hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		   Carrying value
excluding effect
of hedging value(a)		   Impact of
derivative instruments
subject to
hedge accounting(b)		   Impact of
other derivative
instruments(c)		   Carrying value
including effect
of derivatives(d)		  
548   -   -   548   13,808   -   -   13,808  
608   -   -   608   5,972   -   -   5,972  
-   -   -   -   -   -   -   -  
1,156   -   -   1,156   19,780   -   -   19,780  
-   -   -   -   -   -   -   -  
5,645   -   -   5,645   247,297   (83)   (311)   246,903  
186   -   (4)   182   49,706   -   67   49,772  
1,172   -   31   1,203   1,244   -   54   1,297  
1   -   -   1   11   -   -   11  
7,005   -   26   7,031   298,258   (83)   (191)   297,984  
2,744   -   (11)   2,733   38,505   (149)   (19)   38,337  
123   -   -   123   22,198   (25)   -   22,173  
332   -   -   332   474   -   -   474  
3,199   -   (11)   3,187   61,178   (175)   (19)   60,984  
226   -   -   226   4,819   6   -   4,825  
155   -   -   155   2,476   13   (15)   2,474  
33   -   -   33   113   -   -   113  
414   -   -   414   7,407   19   (15)   7,412  
-   -   -   -   3,145   -   (1)   3,144  
875   -   -   875   701   -   -   701  
11,492   -   15   11,507   370,689   (238)   (226)   370,225  
-   -   -   -   -   -   -   -  
26   -   -   26   845   -   5   850  
2,815   -   (48)   2,768   3,194   -   (47)   3,146  
227   -   -   227   227   -   -   227  
13   -   -   13   13,090   -   2   13,092  
591   -   -   591   15,181   -   (11)   15,170  
8   -   -   8   8   -   -   8  
3,680   -   (48)   3,632   32,544   -   (52)   32,492  
-   -   -   -   176,479   -   83   176,562  
16,328   -   (33)   16,295   599,492   (238)   (195)   599,059  
-   -   -   -   -   -   -   -  

365

19.4. EFFECT OF HEDGING ON LIABILITIES

The impact of derivative instruments is presented in the balance sheet within their related underlying financial liabilities (and assets,
see section 19.3). The tables below set out the impact of derivative instruments on the related underlying liabilities.

19.4.1. Liabilities arising from insurance and investment contracts

    December 31, 2008  
(in Euro million)   Net carrying
value excluding
effect of
hedging value		   Impact of
derivative instruments
subject to hedge
accounting		   Impact of
other derivative
instruments		   Value including
effects of
derivatives		  
Liabilities arising from insurance contracts(a)   330,555   -   (1,083)   329,473  
Liabilities arising from insurance contracts where the financial risk is borne
by policyholders		   85,916   _   (84)   85,831  
Total liabilities arising from insurance contracts   416,471   -   (1,167)   415,304  
Liabilities arising from investment contracts with discretionary participating
features(a)		   38,081   _   _   38,081  
Liabilities arising from investment contracts with no discretionary participating
features		   1,295   _   _   1,295  
Liabilities arising from investment contracts where the financial risk is borne
by policyholders		   46,520   _   _   46,520  
Total liabilities arising from investment contracts   85,896   -   -   85,896  
Macro hedge derivative instruments on insurance and investment contracts
(liabilities)		   _   _   (7)   _  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

19.4.2. Other financial liabilities

    December 31, 2008
        Value before
effect of derivative instruments		   Impact of
derivative instruments
subject to
hedge accounting		   Impact of
other derivative
instruments		   Value including
effects of
derivatives
Subordinated debt       6,208   (95)   621   6,734
Financing debt instruments issued       6,666   (51)   (52)   6,564
Financing debt owed to credit institutions       1,216   -   -   1,216
Financing debt(b)       14,090   (145)   570   14,514
Deferred tax liability       3,609   -   -   3,609
Minority interest of controlled investment funds and puttable instruments held by minority interests holders       5,108   _   _   5,108
Other debt instruments issued, notes and bank overdrafts       6,644   26   6   6,676
Payables arising from direct insurance and inward reinsurance operations       7,167   -   7   7,174
Payables arising from outward reinsurance operations       6,211   -   -   6,211
Payables arising from banking activities(b)       20,059   -   831   20,890
Payables - current tax       2,130   -   -   2,130
Other payables       39,877   19   (3)   39,892
Derivatives relating to other financial liabilities               -   -
Payables(c)       87,197   44   841   88,082
Derivative instruments hedging net investment
in a foreign operation (liabilities)(d)		       _   _   _   _

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b) Financing debt, other debt instruments issued, notes and bank overdrafts, and Payables arising from banking activities issued are disclosed in the balance
sheet net of the impact of derivatives. As a result, the amount showing in the column "value including effect of derivatives" is their carrying value.

(c)  Other debts are presented excluding the effect of derivatives on the face of the balance sheet.

(d)  Derivative instruments used to hedge the net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.

366       2008 ANNUAL REPORT

December 31,2007   December 31, 2006 Restated (a)  
Net carrying value excluding effect of hedging value   Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effects of derivatives   Net carrying value excluding effect of hedging value   Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effects of derivatives  
310,709   -   (98)   310,611   323,361   (21)   (67)   323,274  
113,654   _   _   113,654   108,984   _   _   108,984  
424,363   -   (98)   424,265   432,345   (21)   (67)   432,258  
40,121   _   (102)   40,019   32,606   _   _   32,606  
1,452   _   _   1,452   1,121   _   (62)   1,059  
69,587   _   _   69,587   67,673   _   _   67,673  
111,161   -   (102)   111,059   101,399   -   (62)   101,338  
_   _   13   _   _   _   (13)      

 

December 31,2007   December 31, 2006 Restated (a)  
Value before effect of derivative instruments   Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effects of derivatives   Value before effect of derivative instruments   Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effects of derivatives  
6,173   (531)   504   6,146   6,168   (648)   43   5,563  
4,698   (106)   (57)   4,535   3,894   (127)   (79)   3,688  
175   -   -   175   95   -   -   95  
11,046   (637)   447   10,856   10,158   (775)   (36)   9,347  
5,534   -   -   5,534   6,823   -   -   6,823  
7,751   _   _   7,751   7,224   _   _   7,224  
6,258   2   -   6,260   8,714   (3)   -   8,711  
7,033   (14)   -   7,018   7,947   -   -   7,947  
6,024   -   -   6,024   5,849   -   -   5,849  
18,443   -   271   18,713   16,817   -   175   16,992  
2,394   -   -   2,394   2,055   -   -   2,055  
43,693   8   26   43,727   41,074   (2)   121   41,194  
        120   120           5   5  
91,595   (4)   417   92,008   89,680   (5)   301   89,976  
_   _   _   _   _   _   _   _  

 

367

19.5. BREAKDOWN OF DERIVATIVE INSTRUMENTS BY VALUATION METHOD

    December 31, 2008  
(in Euro million)   Fair value
determined directly
by reference to
an active market (1)		   Fair value
estimated using
valuation techniques (2)		   Total  
Derivative instruments on investments (hedge accounting)   77   452   529  
Other derivative instruments on investments(a)   518   2,840   3,358  
Macro hedge on investments   135   (13)   122  
Total - derivative instruments relating to investments   730   3,279   4,008  
Derivatives (hedge accounting) - Reinsurance   -   -   -  
Other derivatives - Reinsurance(a)   -   -   -  
Macro hedge - Reinsurance   -   -   -  
Total - derivative instruments relating to insurance
and investment contracts		   _   _   _  
Derivatives on other receivables (hedge accounting)   (138)   -   (138)  
Other derivatives on other receivables   2   (2)   -  
Macro hedge - asset   -   19   19  
Total derivative instruments relating to other receivables   (137)   17   (120)  
Total net value of derivative instruments - assets (1)           3,888  
Derivatives on insurance & investment contracts (hedge accounting)   -   -   -  
Other derivatives on insurance & investment contracts(a)   (25)   (1,144)   (1,169)  
Macro hedge derivatives on insurance and investment contracts   (7)   -   (7)  
Total derivative instruments relating to insurance and
investment contracts		   (32)   (1,144)   (1,176)  
Derivative instruments relating to financing debt and
other financial liabilities (hedge accounting)		   44   (145)   (101)  
Other derivative instruments relating to financing debt and
other financial liabilities		   3   577   580  
Derivative instruments relating to financing debt, operating debt
and other financial liabilities		   46   432   479  
Macro hedge banking activities and other derivatives   103   728   831  
Total net value of derivative instruments - liabilities (2)           134  
Net fair value (1)-(2)           3,754  

(a) Other derivatives instruments that do not qualify for hedge accounting according to IAS 39.

(1) and (2) refer to Note 9.9 regarding the principles applied by the Group in order to proceed with the classification of financial assets into the IAS 39 fair
value hierarchy categories.

368        2008 ANNUAL REPORT

December 31, 2007   December 31, 2006  
Fair value
determined directly
by reference
to an active
market (1)		   Fair value
estimated using
valuation
technique (2)		   Total   Fair value
determined directly
by reference to
an active market (1)		   Fair value
estimated using
valuation
technique (2)		   Total  
54   (22)   33   67   (305)   (238)  
293   533   827   64   (258)   (195)  
956   335   1,292   7   701   708  
1,304   847   2,151   138   138   276  
-   -   -   -   -   -  
-   -   -   -   -   -  
-   -   -   -   -   -  
_   _   _   _   _   _  
-   (9)   (9)   -   (19)   (19)  
-   1   1   -   -   -  
-   -   -   -   -   -  
-   (8)   (8)   -   (19)   (19)  
        2,143           257  
-   -   -   (21)   -   (21)  
(27)   (174)   (201)   1   (130)   (129)  
-   13   13   -   (13)   (13)  
(27)   (160)   (187)   (19)   (143)   (163)  
(626)   (15)   (642)   2   (781)   (780)  
510   83   593   16   75   90  
(116)   68   (48)   17   (707)   (689)  
-   271   271   -   175   175  
        35           (677)  
        2,108           933  

369

NOTE 20 > REVENUES BY SEGMENT AND NET REVENUES
FROM BANKING ACTIVITIES

20.1. TOTAL REVENUES

TOTAL REVENUES(a)
(in Euro million)		   December 31, 2008   December 31, 2007   December 31, 2006(c)  
LIFE & SAVINGS   57,977   59,845   49,952  
Of which direct premiums   53,731   55,330   45,998  
Of which reinsurance assumed   2,340   2,442   2,270  
Of which fees and charges on investment contracts
with no participation features		   662   740   608  
Of which revenues from other activities   1,244   1,332   1,076  
France   14,271   15,045   14,797  
United States   13,755   16,243   15,389  
United Kingdom   3,549   4,628   4,292  
Japan   4,628   5,116   5,027  
Germany   6,233   6,200   3,681  
Switzerland   4,482   4,116   -  
Belgium   2,559   3,072   2,512  
Mediterranean and Latin American Region   4,813   1,918   -  
Other countries   3,688   3,507   4,255  
PROPERTY & CASUALTY   26,039   25,016   19,510  
Of which direct premiums   25,807   24,727   19,280  
Of which reinsurance assumed   130   210   179  
Of which revenues from other activities   102   79   52  
France   5,595   5,330   5,187  
Germany   3,530   3,506   2,745  
United Kingdom and Ireland   4,420   5,076   4,721  
Switzerland   2,017   1,974   -  
Belgium   2,139   2,112   1,511  
Mediterranean and Latin American Region   6,414   5,276   -  
Other countries   1,925   1,743   5,347  
INTERNATIONAL INSURANCE   2,841   3,568   3,716  
Of which direct premiums   2,076   7,975   7,792  
Of which reinsurance assumed   638   7,492   7,780  
Of which revenues from other activities   187   767   744  
AXA Corporate Solutions Assurance   1,954   1,805   1,689  
AXA Cessions   50   67   56  
AXA Assistance   751   699   621  
Other   86   996   1,351  
ASSET MANAGEMENT   3,947   4,863   4,406  
AllianceBernstein   2,511   3,130   2,961  
AXA Investment Managers   1,436   1,732   1,445  
BANKING   412   339   377  
AXA Banque   102   85   57  
AXA Bank Europe   248   216   21  
German banks   11   19   293  
Other Banks   51   20   6  
HOLDINGS(b)   5   2   4  
TOTAL   91,221   93,633   77,966  

(a)  Net of intercompany eliminations.

(b) Includes SPEs and CDOs previously disclosed in the Other Financial services segment which was renamed "Banking".

(c) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

370       2008 ANNUAL REPORT

Given the Group's scale and diversity, none of its clients' accounts for more than 10% of its business.

20.2. SEGMENT INFORMATION

20.2.1. Life & Savings

    December 31, 2008   December 31, 2007   December 31, 2006 Restated(c)(d)      
(in Euro million)   Gross written premiums   Liabilities
arising from insurance
contracts(a)		   Liabilities
arising from
investment
contracts(a)		   Gross written premiums   Liabilities
arising from insurance
contracts(a)		   Liabilities
arising from
investment
contracts(a)		   Gross written premiums   Liabilities
arising from insurance
contracts(a)|		   Liabilities
arising from
investment
contracts(a)		  
Retirement/annuity/investment contracts (individual)   25,829   160,150   38,203   28,264   172,219   42,716   26,038   172,276   34,705  
Retirement/annuity/investment contracts (group)   2,861   27,549   7,362   3,388   23,287   6,909   2,986   22,880   7,445  
Life contracts (including endowment contracts)   18,661   142,948   356   18,095   143,163   910   12,837   152,432   1,464  
Health contracts   6,200   16,388   -   5,966   13,989   -   4,468   12,772   -  
Other   2,520   11,095   -   2,059   13,688   -   1,938   14,014   -  
SUB-TOTAL   56,071   358,131   45,921   57,773   366,345   50,536   48,268   374,374   43,613  
Fees and charges relating to investment contracts
with no participating features(b)		   662       39,975   740   _   60,625   608   _   57,243  
Fees, commissions and other revenues   1,244           1,332   -   -   1,076   -   -  
TOTAL   57,977   358,131   85,896   59,845   366,345   111,161   49,952   374,374   100,856  
Contracts with financial risk borne by policyholders
(unit-linked)		   18,435   85,916   46,520   21,529   113,654   69,587   18,512   108,984   67,129  
UK with-profits business   706   12,122   5,374   976   17,761   8,515   941   20,358   10,323  

(a)  Excludes liabilities relating to unearned revenues and fees, and policyholder bonuses, along with derivatives relating to insurance and investment

contracts.

(b) Relates to liabilities arising from investment contracts without discretionary participation features and investment contracts without discretionary

participation features where the financial risk is borne by policyholders.

(c)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(d) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

371

20.2.2. Property & Casualty

    Gross written premiums (b)   Liabilities arising from insurance contracts      
(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006   December 31,2008   December 31, 2007   December 31, 2006
Restated(a)		  
Personal lines   15,672   15,181   12,018   24,060   24,182   23,656  
Motor   9,053   8,709   6,560   15,349   15,446   14,835  
Property damage   3,745   3,564   3,016   3,240   3,219   3,059  
Health   1,120   1,107   937   896   1,442   1,488  
Other   1,754   1,801   1,505   4,575   4,075   4,274  
Commercial lines   9,887   9,411   7,166   22,565   22,016   21,682  
Motor   1,877   1,618   1,349   2,885   2,698   2,679  
Property damage   2,679   2,740   2,204   3,012   3,075   2,748  
Liability   1,662   1,740   1,390   6,717   6,950   7,244  
Health   1,679   1,558   852   3,054   2,799   2,757  
Other   1,989   1,755   1,370   6,896   6,494   6,254  
Other   378   345   275   731   873   872  
SUB-TOTAL   25,937   24,937   19,459   47,356   47,072   46,210  
Fees, commissions
and other revenues		   102   79   52              
TOTAL   26,039   25,016   19,510   47,356   47,072   46,210  

(a)  In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

(b) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

20.2.3. International Insurance

    Gross written premiums   Liabilities arising from insurance contracts      
(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006   December 31,2008   December 31, 2007   December 31, 2006
  
Property   526   957   1,132   1,604   1,943   2,288  
Motor, Marine, Aviation   805   956   977   2,980   3,144   3,294  
Casualty/Liability   410   467   493   3,649   3,846   3,935  
Other   913   1,027   969   2,751   2,013   2,786  
SUB-TOTAL   2,654   3,407   3,572   10,985   10,946   12,304  
Fees, commissions
and other revenues		   187   161   144              
TOTAL   2,841   3,568   3,716   10,985   10,946   12,304  

372       2008 ANNUAL REPORT

20.2.4. Liabilities arising from insurance contracts in the Property & Casualty and International Insurance
segments

    December 31,2008  
(in Euro million)   Claims
reserves		   IBNR   Claim expense
reserves		   Claim expense
reserve on IBNR		   TOTAL Claims
reserves including
IBNR and expenses		   Unearned
premium
reserves
& others		   TOTAL
Technical
Liabilities		  
Personal lines                              
Motor   9,526   1,672   450   26   11,674   3,675   15,349  
Physical damage   1,247   429   82   8   1,765   1,474   3,240  
Other   2,358   933   157   20   3,469   2,003   5,471  
Sub-total Personal lines   13,131   3,033   689   53   16,907   7,153   24,060  
Commercial lines                              
Motor   1,706   388   70   6   2,169   716   2,885  
Physical damage   1,678   339   48   6   2,072   940   3,012  
Professional liability   4,586   1,380   203   66   6,235   482   6,717  
Other   5,390   1,098   198   25   6,711   3,239   9,950  
Sub-total Commercial lines   13,360   3,205   518   104   17,187   5,378   22,565  
Other   422   145   23   7   596   135   731  
Total - Property & Casualty
excluding International Insurance		   26,913   6,383   1,231   164   34,691   12,665   47,356  
                               
Physical damage   972   463   29   11   1,475   129   1,604  
Motor, Marine, Aviation   1,696   1,173   44   19   2,931   49   2,980  
Professional liability   1,762   1,659   68   28   3,517   132   3,649  
Other   993   647   46   4   1,691   1,060   2,751  
Total - International Insurance   5,423   3,942   186   63   9,614   1,371   10,985  
Total - Property & Casualty
including International Insurance		   32,336   10,325   1,417   227   44,305   14,036   58,340  

373

    December 31, 2007   December 31, 2006 Restated(a)    
(in Euro million)   Claims
reserves		   IBNR   Claim
expense
reserves		   TOTAL Claims
reserves including
IBNR and expenses		   Unearned
premium
reserves
& others		   TOTAL
Liabilities
Technical		   TOTAL Liabilities Technical  
Personal lines                              
Motor   9,751   1,569   447   11,793   3,653   15,446   14,835  
Physical damage   1,199   466   80   1,754   1,466   3,219   3,059  
Other   2,368   975   143   3,506   2,011   5,517   5,762  
Sub-total Personal lines   13,318   3,011   671   17,053   7,129   24,182   23,656  
Commercial lines                              
Motor   1,741   423   68   2,238   460   2,698   2,679  
Physical damage   1,695   315   57   2,075   1,000   3,075   2,748  
Professional liability   4,675   1,482   191   6,425   524   6,950   7,244  
Other   5,036   1,034   188   6,282   3,010   9,293   9,011  
Sub-total Commercial lines   13,146   3,253   504   17,020   4,995   22,016   21,682  
Other   467   231   35   740   134   874   872  
Total - Property & Casualty
excluding International Insurance		   26,931   6,495   1,209   34,813   12,259   47,072   46,210  
                               
Physical damage   948   693   38   1,694   249   1,943   2,288  
Motor, Marine, Aviation   1,852   1,069   47   2,985   159   3,144   3,294  
Professional liability   1,747   1,871   68   3,716   130   3,846   3,935  
Other   902   516   38   1,464   550   2,013   2,786  
Total - International Insurance   5,450   4,148   191   9,860   1,087   10,946   12,304  
Total - Property & Casualty
including International Insurance		   32,381   10,643   1,401   44,673   13,345   58,018   58,514  

(a) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Winterthur
purchase price.

374        2008 ANNUAL REPORT

20.3. NET REVENUES FROM BANKING ACTIVITIES

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Interests received and equivalent   915   696   579  
Interests paid and equivalent   (740)   (612)   (429)  
Net interests and equivalent   174   84   150  
Commissions received   82   74   66  
Commissions paid   (34)   (27)   (23)  
Net commissions   48   47   43  
Net investment income   128   196   177  
Realized investment gains and losses   2   23   36  
Change in fair value of investments designated at fair value
through profit or loss		   119   (7)   (31)  
Change in investments impairment   (64)   (9)   -  
Net investment result   184   202   182  
Net other banking operating income   3   3   1  
Net revenues from banking activities   409   336   376  

375

NOTE 21 > NET INVESTMENT RESULT EXCLUDING FINANCING
EXPENSES

Net investment result (excluding financing expenses) from the financial assets of insurance companies and companies in other
business segments (excluding revenues from the financial assets of banks included in net revenues from banking activities) was
as follows:

    December 31, 2008  
(in Euro million)   Net investment
income		   Net realized
investment
gains and losses		   Change in fair
value of investments
designated as
at fair value
through profit or loss		   Change in
investments
impairment		   Net investment
result		  
Investment properties at amortized cost   599   474   -   (137)   937  
Investment properties as at fair value through profit or loss   211   46   (685)   -   (428)  
Investment properties   810   520   (685)   (137)   508  
Debt securities held to maturity   -   -   -   -   -  
Debt securities available for sale   11,017   (287)   -   (1,076)   9,654  
Debt securities designated as at fair value through profit or loss(a)   2,278   (525)   (4,447)   -   (2,694)  
Debt securities held for trading   48   (9)   (62)   -   (22)  
Debt securities (at cost) that are not quoted in an active market   30   -   -   -   30  
Debt securities   13,373   (821)   (4,509)   (1,076)   6,967  
Equity securities available for sale   935   762   (659)   (3,713)   (2,675)  
Equity securities designated as at fair value through profit or loss(b)   657   (581)   (4,365)   -   (4,289)  
Equity securities held for trading   (15)   (774)   (206)   -   (995)  
Equity securities   1,577   (594)   (5,230)   (3,713)   (7,960)  
Non controlled investment funds available for sale   165   (22)   -   (723)   (579)  
Non controlled investment funds designated as at fair value through
profit or loss		   23   (6)   (91)   _   (74)  
Non controlled investment funds held for trading   -   (8)   1   -   (7)  
Non controlled investment funds   189   (36)   (90)   (723)   (660)  
Other assets held by controlled investment funds designated
as at fair value through profit or loss		   283   277   326       886  
Loans held to maturity   -   -   -   -   -  
Loans available for sale   78   (28)   -   (6)   44  
Loans designated as at fair value through profit or loss   2   -   555   -   557  
Loans held for trading   4   (5)   (4)   -   (5)  
Mortgage loans   671   4   -   (2)   673  
Other loans   551   2   -   (1)   551  
Loans   1,305   (27)   551   (9)   1,820  
Assets backing contracts where the financial risk Is borne
by policyholders		   517       (43,687)       (43,169)  
Hedge accounting derivatives           2,243       2,243  
Other derivatives   4,210   823   900       5,933  
Investment management expenses   (839)               (839)  
Other (d)   337   (316)   (1,812)   (7)   (1,797)  
NET INVESTMENT RESULT(c)   21,762   (173)   (51,994)   (5,663)   (36,068)  

(a)  Includes debt securities held by consolidated investment funds, designated as at fair value through profit or loss.

(b) Includes equity securities held by consolidated investment funds, designated as at fair value through profit or loss.

(c)  Net investment result included an impact of €-2.7 billion related to Asset Backed Securities, of which €-0.8 billion was due to impairment charges, and
€-1.9 billion was related to change in fair value of investments designated as at fair value through profit or loss. Also, note that the change in fair value of
ABS had a gross impact of €-0.7 billion on shareholders' equity.

(d) The column "change in fair value of investments designated as at fair value through profit or loss" includes €-106 million loss recognized for AXA Japan.
As a reminder, AXA Japan closes its books at the end of September. According to IFRS principles whereby the financial statements of the subsidiary
shall be adjusted to reflect the effects of significant events that would have been recognized with a closing date aligned on the AXA Group, AXA Japan's
2008 accounts were adjusted with the provisional loss from October to December 2008. This adjustment reflects mainly the further increase of the credit
spreads during this period.

376       2008 ANNUAL REPORT

    December 31, 2007  
(in Euro million)   Net investment
income		   Net realized
investment gains
and losses		   Change in
fair value of
investments designated
as at fair value
through profit or loss		   Change in
investments
impairment		   Net investment
result		  
Investment properties at amortized cost   524   633   -   (38)   1,119  
Investment properties designated as at fair value through profit or loss   263   527   (541)   -   250  
Investment properties   787   1,160   (541)   (38)   1,369  
Debt securities held to maturity   -   -   -   -   -  
Debt securities available for sale   10,367   (351)   -   (390)   9,625  
Debt securities designated as at fair value through profit or loss(a)]   2,256   106   (1,481)   -   881  
Debt securities held for trading   55   1   (2)   -   54  
Debt securities (at cost) that are not quoted in an active market   -   -   -   -   -  
Debt securities   12,678   (245)   (1,483)   (390)   10,560  
Equity securities available for sale   1,219   2,470   (285)   (463)   2,942  
Equity securities designated as at fair value through profit or loss(b)   785   2,585   (1,632)   -   1,738  
Equity securities held for trading   25   -   3   -   27  
Equity securities   2,028   5,056   (1,914)   (463)   4,708  
Non controlled investment funds available for sale   89   157   -   (38)   208  
Non controlled investment funds designated as at fair value through
profit or loss		   222   14   14   _   250  
Non controlled investment funds held for trading   -   3   (1)   -   2  
Non controlled investment funds   311   174   13   (38)   460  
Other assets held by controlled investment funds designated
at fair value through profit & loss		   206   20   66       292  
Loans held to maturity   -   -   -   -   -  
Loans available for sale   74   -   -   -   73  
Loans designated as at fair value through profit or loss   -   -   51   -   51  
Loans held for trading   9   -   (3)   -   6  
Mortgage loans   674   1   -   -   675  
Other loans   494   11   -   1   507  
Loans   1,252   12   47   1   1,312  
Assets backing contracts where the financial risk Is borne
by policyholders		   801       7,476       8,277  
Hedge accounting derivatives           (179)       (179)  
Other derivatives   (82)   16   978       911  
Investment management expenses   (914)               (914)  
Other   403   (930)   (379)   1   (905)  
NET INVESTMENT RESULT   17,470   5,264   4,084   (927)   25,891  

(a)  Includes debt securities held by consolidated investment funds, designated as at fair value through profit or loss.

(b)  Includes equity securities held by consolidated investment funds, designated as at fair value through profit or loss.

377

    December 31, 2006 (a)  
(in Euro million)   Net investment
income		   Net realized
investment gains
and losses		   Change in
fair value of
investments designated
as at fair value
through profit or loss		   Change in
investments
impairment		   Net investment
result		  
Investment properties at amortized cost   511   361   -   38   910  
Investment properties designated as at fair value through profit or loss   278   336   384   -   998  
Investment properties   789   698   384   38   1,909  
Debt securities held to maturity   -   -   -   -   -  
Debt securities available for sale   8,418   (58)   -   (78)   8,282  
Debt securities designated as at fair value through profit or loss(b)   2,068   195   (1,322)   -   941  
Debt securities held for trading   71   (10)   (9)   -   52  
Debt securities (at cost) that are not quoted in an active market   -   -   -   -   -  
Debt securities   10,558   127   (1,331)   (78)   9,274  
Equity securities available for sale   846   2,198   127   (143)   3,028  
Equity securities designated as at fair value through profit or loss(c)   639   1,071   869   -   2,579  
Equity securities held for trading   49   -   35   -   84  
Equity securities   1,534   3,269   1,031   (143)   5,691  
Non controlled investment funds available for sale   82   213   -   (5)   291  
Non controlled investment funds designated as at fair value through
profit or loss		   192   42   (13)   _   221  
Non controlled investment funds held for trading   -   3   -   -   3  
Non controlled investment funds   274   258   (13)   (5)   515  
Other assets held by controlled investment funds designated
as at fair value through profit or loss		   208   (7)   16       217  
Loans held to maturity   -   -   -   -   -  
Loans available for sale   33   1   -   -   34  
Loans designated as at fair value through profit or loss   -   -   (166)   -   (166)  
Loans held for trading   16   -   -   -   16  
Mortgage loans   452   (3)   -   (2)   447  
Other loans   384   -   -   -   385  
Loans   885   (2)   (166)   (2)   716  
Assets backing contracts where the financial risk is borne
by policyholders		   527       15,158       15,685  
Hedge accounting derivatives           (460)       (460)  
Other derivatives   (163)   140   (490)       (514)  
Investment management expenses   (898)               (898)  
Other   471   (258)   208   (2)   419  
NET INVESTMENT RESULT   14,184   4,225   14,338   (192)   32,555  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement

(b) Includes debt securities held by consolidated investment funds, designated as at fair value through profit or loss.

(c)  Includes equity securities held by consolidated investment funds, designated as at fair value through profit or loss.

378       2008 ANNUAL REPORT

Net investment income is presented net of impairment charges on directly-owned investment properties, and net of amortization
of debt securities premiums/discounts. All investment management fees are also included in the aggregate figure.

Realized investment gains and losses include write back of impairment following investment sales.

The change in fair value of investments designated as at fair value through profit or loss consists mainly of:

•   adjustments relating to investments backing contracts where the financial risk is borne by policyholders which are offset by an
adjustment of related policyholders reserves as there is a full pass through of the performance of held assets to the individual
contract holder;

•   changes in the fair value of investments designated as at fair value through profit or loss held by funds of the "Satellite Investment
Portfolios" as defined in Note 1.7.2;

•   changes in fair value of underlying hedged items in fair value hedges (as designed by IAS 39) or "natural hedges" (i.e. underlyings
assets designated as at fair value through profit or loss part of an economic hedge not eligible for hedge accounting as defined
by IAS 39).

The changes in investments impairment include impairment charges on investments, and releases of impairment only following
revaluation of the recoverable amount. Write back of impairment following investment sales are included in the net realized capital
gains or losses on investments aggregate.

379

NOTE 22 > NET RESULT OF REINSURANCE CEDED

Net result of reinsurance ceded was as follows:

    December 31, 2008  
(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Inter-segment
eliminations		   TOTAL  
Premiums ceded and unearned premium ceded   (1,253)   (1,451)   (1,212)   321   (3,595)  
Claims ceded (including change in claims reserves)   2,053   518   654   (175)   3,050  
Commissions received from reinsurers   112   153   197   (14)   448  
Net result of reinsurance ceded   913   (780)   (362)   132   (97)  

 

    December 31, 2007  
(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Inter-segment
eliminations		   TOTAL  
Premiums ceded and unearned premium ceded   (1,050)   (1,309)   (1,810)   292   (3,878)  
Claims ceded (including change in claims reserves)   959   573   996   (209)   2,318  
Commissions received from reinsurers   124   137   262   (8)   515  
Net result of reinsurance ceded   32   (599)   (553)   74   (1,046)  

 

    December 31, 2006(a)  
(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Inter-segment
eliminations		   TOTAL  
Premiums ceded and unearned premium ceded   (926)   (1,032)   (1,965)   158   (3,764)  
Claims ceded (including change in claims reserves)   859   308   777   (63)   1,882  
Commissions received from reinsurers   40   94   294   3   432  
Net result of reinsurance ceded   (27)   (629)   (893)   99   (1,450)  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

 

In 2008, the €949 million improvement in the net result of reinsurance ceded compared to 2007 was mainly attributable to the
Life & Savings segment (up €881 million) driven by the United States (up €985 million) as a result of:

•  a change in reserves ceded to Center Re (€+424 million) offset by a similar change in the caption "Technical charges relating
to insurance activities";

•   a €513 million increase of the ceded reserves due to the financial market impact on the Annuity business line.

380        2008 ANNUAL REPORT

NOTE 23 > FINANCING DEBT EXPENSES

Financing debt expenses amounted to €685 million in 2008, and included income and expenses relating to hedging derivative
instruments on financing debt, mainly at AXA SA (€160 million).

Financing debt expenses amounted to €471 million in 2007, and included income and expenses relating to hedging derivative
instruments on financing debt, mainly at AXA SA (€211 million).

As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement. As
a consequence, the financing debt expenses in 2006 was restated to €473 million, and included income and expenses relating
to hedging derivative instruments on financing debt, mainly at AXA SA (€142 million).

381

NOTE 24 > EXPENSES BY TYPE
24.1. ACQUISITION COSTS

(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Total Insurance  
Acquisition costs - gross(b)   5,016   4,846   285   10,147  
Change in deferred acquisition costs and equivalents(c)   (1,442)   (40)   8   (1,474)  
Net acquisition costs   3,574   4,806   293   8,673  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

(b) Includes all acquisition expenses relating to insurance and investment contracts before capitalization/amortization of deferred acquisition costs and
equivalents.

(c)  Change (capitalization and amortization) in deferred acquisition costs relating to insurance and investment contracts with discretionary participation

features and changes in net rights to future management fees relating to investment contracts with no discretionary participation features.

24.2. EXPENSES BY TYPE

(in Euro million)   Life & Savings   Property &
Casualty		   International
Insurance		   Total Insurance  
Acquisition costs - gross (b)   5,016   4,846   285   10,147  
Claims handling expenses(c)   474   1,246   355   2,075  
Investment management expenses(d)   427   52   3   483  
Administrative expenses   3,573   2,677   389   6,639  
Banking expenses   -   -   -   -  
Write back of depreciation for tangible assets   3   1   -   4  
Other income/expenses   55   (5)   (88)   (38)  
TOTAL EXPENSES BY DESTINATION   9,548   8,818   944   19,310  
Breakdown of expenses by type                  
Staff costs (e)   2,526   2,483   362   5,371  
Outsourcing and professional services   358   258   49   665  
IT costs   384   347   58   789  
Increase / (write back) of provisions for risk and charges   8   (5)   (9)   (6)  
Charges relating to owner occupied properties   289   269   54   613  
Commissions paid   4,035   4,271   385   8,691  
Other expenses   1,948   1,194   44   3,187  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

(b) Includes all acquisition expenses relating to insurance and investment contracts before capitalization/amortization of deferred acquisition costs and

equivalents.

(c)  Claims handling expenses are included in the "Technical charges relating to insurance activities" profit & loss caption.

(d)  Investment management expenses are included in the "Net investment income" profit & loss caption.

(e) Amount detailed in Note 25.

382        2008 ANNUAL REPORT

December 31, 2008   December 31, 2007   December 31, 2006(a)  
Asset management   Banking   Holdings   Inter-segment
eliminations		   TOTAL   TOTAL   TOTAL  
-   -   -   (20)   10,127   10,615   8,479  
-   -   -   -   (1,474)   (1,911)   (1,371)  
-   -   -   (20)   8,653   8,705   7,108  

 

December 31, 2008   December 31, 2007   December 31, 2006 (a)  
Asset management   Banking   Holdings   Inter-segment
eliminations		   TOTAL   TOTAL   TOTAL  
-   -   -   (20)   10,127   10,615   8,479  
-   -   -   (5)   2,070   1,999   1,627  
-   -   -   (152)   331   388   363  
2,924   367   651   (342)   10,238   10,462   8,705  
-   64   (5)   -   59   57   78  
-   -   -   -   5   (2)   (18)  
195   (15)   (241)   147   48   271   292  
3,119   416   406   (373)   22,879   23,790   19,526  
                           
1,470   166   466   (2)   7,472   8,051   6,473  
210   38   69   (5)   976   754   628  
117   4   243   39   1,194   1,105   886  
39   1   (75)   -   (42)   30   22  
240   11   16   (2)   877   854   709  
710   36   -   (287)   9,150   9,582   7,927  
333   160   (314)   (115)   3,251   3,415   2,881  

383

NOTE 25 > EMPLOYEES

25.1. BREAKDOWN OF STAFF COSTS

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006(a)  
Wages and benefits   5,782   6,196   5,012  
Social contributions   763   755   686  
Employee benefits costs   420   397   258  
Share based compensation   136   195   185  
Other staff costs and employees' profit sharing(b|   372   508   332  
TOTAL STAFF COSTS   7,472   8,051   6,473  

(a) As described in Note 1.10, the contribution of discontinued operations is stated on a separate line of the income statement.

(b) Including redundancies and early retirement costs (triggering event = set up of the plan), and employees' profit sharing in France.

25.2. EMPLOYEE BENEFITS

25.2.1.  Defined contribution plans

The cost of the contributions paid was recognized as an expense in the income statement, and amounted to €82 million for the
year ended December 31, 2008 (€75 million in 2007, €88 million in 2006 and €72 million in 2005).

25.2.2.  Defined benefit plans

The assumptions for each of the liabilities are consistent with the economic features of the corresponding countries' plans. The
weighted-average assumptions used by AXA for pension plans in the principal regions in which AXA operates were as follows:

DECEMBER 2008 ASSUMPTIONS

    Europe   North
America		   Japan   Other  
Pension benefit obligation - assumptions at end 2008                  
Discount rate   5.5%   6.6%   2.0%   6.6%  
Salary increase for future years   3.1%   5.8%   -   3.7%  
Inflation rate   2.1%   2.5%   -   2.8%  
Pension benefit expense - assumptions at beginning of 2008                  
Discount rate   5.2%   6.2%   2.1%   6.7%  
Expected return on plan assets   6.3%   8.3%   1.3%   7.5%  
Salary increase for future years   3.7%   5.7%   -   4.5%  

The assumptions used for 2007, 2006 and 2005 were as follows:

DECEMBER 2007 ASSUMPTIONS

    Europe   North
America		   Japan   Other  
Pension benefit obligation - assumptions at end 2007                  
Discount rate   5.2%   6.2%   2.1%   6.7%  
Salary increase for future years   3.7%   5.7%   -   4.5%  
Inflation rate   2.4%   2.5%   -   2.5%  
Pension benefit expense - assumptions at beginning of 2007                  
Discount rate   4.3%   5.7%   2.0%   6.3%  
Expected return on plan assets   6.6%   8.5%   1.1%   7.6%  
Salary increase for future years   3.8%   5.8%   -   4.5%  

384       2008 ANNUAL REPORT

DECEMBER 2006 ASSUMPTIONS

    Europe   North
America		   Japan   Other  
Pension benefit obligation - assumptions at end 2006                  
Discount rate   4.3%   5.7%   2.0%   6.3%  
Salary increase for future years   3.8%   5.8%   -   4.5%  
Inflation rate   2.5%   2.5%   -   2.5%  
Pension benefit expense - assumptions at beginning of 2006                  
Discount rate   4.3%   5.6%   1.9%   5.4%  
Expected return on plan assets   6.2%   7.3%   1.1%   6.9%  
Salary increase for future years   2.7%   5.2%   -   5.0%  

DECEMBER 2005 ASSUMPTIONS

    Europe   North
America		   Japan   Other  
Pension benefit obligation - assumptions at end 2005                  
Discount rate   4.3%   5.6%   1.9%   5.4%  
Salary increase for future years   2.7%   5.2%   -   5.0%  
Pension benefit expense - assumptions at beginning of 2005                  
Discount rate   5.1%   5.8%   1.9%   6.6%  
Expected return on plan assets   6.5%   5.2%   1.3%   6.6%  
Salary increase for future years   3.5%   5.6%   -   3.6%  

Some plans do not have benefits linked to salary increase or to inflation.

The assumptions relative to AXA Mexico, which was acquired in 2008, are disclosed in the category "Other".

25.2.3. Annual change in pension and other benefit obligation

The annual change in the Defined Benefit Obligation (DBO) is calculated on the basis of:

•   Service cost for the period (representing the increase in the DBO attributable to one year of additional service),

•   Interest cost (cost of one year less discounting),

•   Employee contributions,

•   Change in plans (amendments, curtailments, settlements, business combinations, etc.),

•   Actuarial gains and losses (due to assumptions and experience),

•   Benefits paid by employer, plan assets and separate assets.

25.2.4. Balance sheet information

The balance sheet information for employee benefits captures the difference between the DBO, the fair value of the corresponding

invested plan assets, and any unrecognized past service cost. When this difference is positive, a contingency and loss reserve

is recognized in the balance sheet as a liability. When it is negative, a prepaid asset is recognized in the balance sheet.

In addition, in accordance with IAS 19, a category of assets referred to as "separate assets" is also recorded in the balance

sheet. As defined by IFRS, separate assets are assets that may not be used to offset the DBO. Separate assets are insurance

contracts issued by AXA to back its defined benefit pension plans. The accounting consequence of these separate assets is a

potential increase in the accrued liability or decrease in the prepaid asset. These assets are shown separately in the following

table. These funds are dedicated to specific insurance contracts and are not available to general creditors, so their economic

nature is not different from plan assets. However, as the separate account assets are available to the pension plan through an

insurance contract, IFRS requires their classification as separate assets despite their economic nature.

AXA Group has adopted the Statement of Recognized Income and Expense (SoRIE) option available under IAS 19. Under the

SoRIE option, actuarial gains and losses are recognized in full in the period in which they occurred, but outside of profit or loss, and

are presented on a separate line of the SoRIE in shareholders' equity (see Statement of consolidated shareholders' equity).

Actuarial gains and losses result from experience adjustments (the effects of differences between the previous actuarial assumptions

and what actually occurred) and changes in actuarial assumptions. They also include differences between the expected and

actual returns on plan assets.

Unrecognized past service cost represents non-vested benefits on the date of a change in the amount of benefits following an

amendment to the plan. It is amortized on a straight-line basis over the average vesting period.

The table below presents the change in benefit obligation and the change in plan assets associated with pension plans and other

benefit plans sponsored by AXA, together with an analysis of separate assets as of December 31, 2008.

During the fiscal year 2008, the main change in the scope was the acquisition of Seguros ING, now AXA Mexico, which was

completed on July 22, 2008.

385

During the fiscal year 2007, AXA reviewed the treatment of separate assets and insurance contracts backing the pension obligation
in the United States and in Switzerland in light of prevailing practice that has developed in the industry. In the United States, the
insurance contract was amended to add a transferability clause, and so it is now treated as plan assets rather than separate
assets as shown in prior years. In Switzerland, where the issue arose after the acquisition of Winterthur, AXA amended its practice
to eliminate the insurance contract rather than treat it as a plan asset as was originally presented.

    Pension benefits   Other benefits  
(in Euro million)   2008   2007   2006   2005   2008   2007   2006   2005  
Change in benefit obligation                                  
Benefit obligation at the beginning of the year   12,955   14,734   11,421   9,573   506   604   716   581  
Service cost   213   241   213   191   7   7   13   12  
Interest cost   656   649   501   517   30   31   31   36  
Employee contributions   54   54   16   15   -   -   -   2  
Amendments (including acquisitions and disposals)(a)   (150)   (261)   3 625   46   12   18   (7)   18  
Actuarial (gains) and losses   (803)   (1,055)   (227)   1,083   (20)   (56)   (35)   4  
Benefits paid by plan assets and by separate assets   (434)   (443)   (419)   (402)   -   -   (49)   (50)  
Benefits directly paid by the employer   (270)   (227)   (128)   (115)   (44)   (45)   -   -  
Impact of foreign currency fluctuations   (493)   (737)   (268)   513   19   (54)   (66)   113  
Benefit obligation at the end of the year (A)   11,729   12,955   14,734   11,421   511   506   604   716  
Change in plan assets                                  
Fair value of plan assets at the beginning of year   7,057   8,216   4,693   3,869   3   9   14   9  
Actual return on plan assets   (1,498)   477   395   689   (1)   (3)   (4)   3  
Employer contributions   192   62   114   136   1   -   4   5  
Employee contributions   44   42   11   11   -   -   -   2  
Net transfer ln/(Out) (including acquisitions and disposals)(a)(b)(c)   (27)   (811)   3,220   88   -   (3)   -   1  
Benefits paid by plan assets   (370)   (383)   (246)   (234)   -   -   (4)   (6)  
Impact of foreign currency fluctuations   (735)   (546)   28   135   -   -   -   -  
Fair value of plan assets at the end of the year (B)   4,662   7,057   8,216   4,693   3   3   9   14  
Change in separate assets                                  
Fair value of separate assets at the beginning of year   739   2,480   2,697   2,265   -   -   -   -  
Actual return on separate assets   (25)   12   221   206   -   -   -   -  
Employer contributions   86   88   39   197   -   -   -   -  
Employee contributions   10   12   4   4   -   -   -   -  
Net transfer ln/(Out) (including acquisitions and disposals)(a)(b)   48   (1,724)   (85)   (82)   -   -   -   -  
Benefits paid by separate assets   (64)   (60)   (168)   (168)   -   -   -   -  
Impact of foreign currency fluctuations   (5)   (69)   (227)   274   -   -   -   -  
Fair value of separate assets at the end of the year   789   739   2,480   2,697   -   -   -   -  
Funded status                                  
Underfunded status (plan by plan)   (7,087)   (6,098)   (6,530)   (6,729)   (507)   (502)   (595)   (703)  
Overfunded status (plan by plan)   21   200   12   1   -   -   -   -  
Funded status (B) - (A)   (7,066)   (5,898)   (6,519)   (6,728)   (507)   (502)   (595)   (703)  
Unrecognized past service cost   71   80   89   74   1   1   -   -  
Liability and asset recognized in the balance sheet
(excluding separate assets)		                                  
Plans with a positive net position (Asset)   20   199   11   1   -   -   -   -  
Plans with a negative net position (Liability)   (7,015)   (6,017)   (6,440)   (6,655)   (506)   (501)   (595)   (703)  
Net position (excluding separate assets)   (6,995)   (5,818)   (6,430)   (6,654)   (506)   (501)   (595)   (703)  
Net economic funding position (including separate assets)                                  
Net position (excluding separate assets)   (6,995)   (5,818)   (6,430)   (6,654)   (506)   (501)   (595)   (703)  
Fair value of separate assets at the end of the year   789   739   2,480   2,697   -   -   -   -  
Net economic funding position (including separate assets)   (6,206)   (5,079)   (3,950)   (3,957)   (506)   (501)   (595)   (703)  

(a) This amount includes the acquisition of Seguros ING in 2008, now AXA Mexico, the sale of the Netherlands activities in 2007 and the acquisition of
Winterthur in 2006.

(b) This amount includes the effect of the reclassification of assets in the United States as plan assets rather than separate assets in 2007.
c) This amount includes the effect of the elimination of the insurance contract in Switzerland in 2007.

386       2008 ANNUAL REPORT

"Other benefits" includes (i) postretirement benefits other than pensions, principally health care benefits, and (ii) post employment
benefits after employment but before retirement.

For pension plans where the fair value of plan assets exceeds the benefit obligation the aggregate fair value of plan assets and
aggregate benefit obligation were €188 million and €168 million, respectively, as at December 31, 2008. For these plans, a
surplus is recognized to the extent that it is recoverable, either through future contribution reductions or a refund to which the
Group has an unconditional right.

For pension plans where the benefit obligation exceeds the fair value of plan assets, the aggregate benefit obligation and fair
value of plan assets were €11,561 million and €4,474 million, respectively, as at December 31, 2008.

25.2.5. Pension and other benefits expense

The annual expense for employee pension and other benefits recorded in the income statement, for the years ended December 31,
2008, 2007, 2006 and 2005 is presented below:

    Pension benefits   Other benefits  
(in Euro million)   2008   2007   2006   2005   2008   2007   2006   2005  
Pension and other benefits expense                                  
Service cost   213   241   213   191   7   7   13   12  
Interest cost   656   649   501   517   30   31   31   36  
Expected return on plan assets   (470)   (489)   (314)   (269)   -   -   -   -  
Expected return on separate assets   (35)   (33)   (172)   (189)   -   -   -   -  
Amortization of unrecognized amounts   20   9   6   (12)   -   2   -   -  
Settlements, curtailments   (78)   (6)   (8)   19   -   -   (20)   18  
Pension and other benefits expense   306   371   225   257   37   40   23   66  

The decrease in expense from 2007 to 2008 was mainly due to changes in the pension schemes in Switzerland and in the United
States.

25.2.6. Net economic funding position

The evolution in the net economic funding position from January 1, 2008 to December 31, 2008 captures both the change in the
liability recorded in the Group's balance sheet and the change in separate assets, as presented in the table below:

    Pension benefits   Other benefits  
(in Euro million)   2008   2007   2006   2005   2008   2007   2006   2005  
Change in net economic funding position                                  
Opening position   (5,079)   (3,950)   (3,957)   (3,401)   (501)   (595)   (703)   (572)  
Pension and other benefits expense   (306)   (371)   (225)   (257)   (37)   (40)   (23)   (66)  
Employer contributions and benefits directly paid by the employer   548   378   242   328   44   45   49   49  
Net transfer ln/(Out) (including acquisitions and disposals)(a)(b)   107   (2,280)   (485)   121   (11)   (20)   (8)   (23)  
SoRIE impact   (1,229)   1,022   392   (667)   19   54   24   (28)  
Impact of foreign currency fluctuations   (247)   123   83   (81)   (20)   54   66   (64)  
Closing position   (6,206)   (5,079)   (3,950)   (3,957)   (506)   (501)   (595)   (703)  

(a) This amount includes the acquisition of Seguros ING in 2008, now AXA Mexico, the sale of the Netherlands activities in 2007 and the acquisition of

Winterthur in 2006.

(b) This amount includes the effect of the elimination of the insurance contract in Switzerland in 2007.

During 2008 the deterioration of the net economic funding position for pension benefits was mainly due to decline in market value
of the plan assets and separate assets.

387

25.2.7. Change in the liability recognized in the balance sheet (excluding separate assets)

The roll-forward of the balance sheet liability from January 1, 2008 to December 31, 2008 captures only the evolution of the liability
recorded in the Group's balance sheet and not the separate assets. Therefore it is not a full economic picture. The table below
shows the detailed roll-forward of the balance sheet liability, with the separate assets added at each year end.

    Pension benefits   Other benefits  
(in Euro million)   2008   2007   2006   2005   2008   2007   2006   2005  
Change in the liability recognized in the balance sheet                                  
Balance sheet liability at the beginning of the year   (5,818)   (6,430)   (6,654)   (5,666)   (501)   (595)   (703)   (572)  
Pension and other benefits expense   (306)   (371)   (225)   (257)   (37)   (40)   (23)   (66)  
Adjustment due to separate assets   15   (23)   (232)   (210)   -   -   -   -  
Employer contributions   192   62   114   136   1   -   4   5  
Benefits directly paid by the employer   270   227   128   115   44   45   45   44  
Benefits paid by separate assets   64   60   168   168   -   -   -   -  
Net transfer ln/(Out) (including acquisitions and disposals)(a)(b)   50   (2,253)   (548)   -   (11)   (20)   (8)   (23)  
Net transfer of separate assets to plan assets(c)   10   1,695   155   82   -   -   -   -  
Actuarial gains and losses recognized in the SoRIE component   (1,229)   1,022   392   (667)   19   54   24   (28)  
Impact of foreign currency fluctuations   (242)   191   272   (355)   (20)   54   66   (64)  
Balance sheet liability at the end of the year   (6,995)   (5,818)   (6,430)   (6,654)   (506)   (501)   (595)   (703)  
Fair value of separate assets at the end of the year   789   739   2,480   2,697   -   -   -   -  
Net economic funding position at the end of the year   (6,206)   (5,079)   (3,950)   (3,957)   (506)   (501)   (595)   (703)  

(a) This amount includes the acquisition of Seguros ING in 2008, now AXA Mexico, the sale of the Netherlands activities in 2007 and the acquisition of

Winterthur in 2006.

(b) This amount includes the effect of the elimination of the insurance contract in Switzerland in 2007.

(c)  This amount includes the effect of the reclassification of assets in the United States as plan assets rather than separate assets in 2007.

25.2.8. Change in actuarial gains and losses recognized in the balance sheet in the SoRIE component
of shareholders' equity

The SoRIE is an integral part of the statement of changes in shareholders' equity. It includes actuarial gains and losses as well
as net income for the period (see Note 13).
The table shows the change in the SoRIE component, before deduction of deferred tax and policyholder benefits, between January
1, 2005 and December 31, 2008 due to adjustments arising on plan liabilities and adjustments arising on plan assets.

    Pension benefits   Other benefits  
(in Euro million)   2008   2007   2006   2005   2008   2007   2006   2005  
SoRIE at the beginning of the year   308   (720)   (1,112)   (445)   45   (4)   (28)   -  
Experience and assumptions adjustments on plan liabilities   799   1,055   226   (1,053)   20   57   28   (30)  
Experience adjustments on plan assets and separate assets   (2,028)   (33)   141   426   (1)   (3)   (5)   3  
Adjustment due to the sale of the Netherlands activities   -   (4)   -   -   -   (1)   -   -  
Impact of foreign currency fluctuations   (34)   10   24   (40)   3   (5)   -   (1)  
SoRIE at the end of the year   (955)   308   (720)   (1,112)   67   45   (4)   (28)  

During 2008, the change in the SoRIE component of shareholders' equity after deduction of deferred tax and policyholder benefits
was €-695 million (€612 million in 2007, €252 million in 2006 and €-415 million in 2005). The main driver of the change in 2008
was the negative actual return on plan assets and separate assets. As at December 31, 2008, the cumulative impact amounted
to €-595 million (€101 million at the end of 2007).

388       2008 ANNUAL REPORT

25.2.9. Near-term cash flows (benefits paid and employer contributions)

a) Benefits paid

(in Euro million)   Pension benefits   Other benefits  
Estimated future benefits paid          
2009   755   41  
2010   722   41  
2011   738   40  
2012   766   39  
2013   781   38  
Five years thereafter   4,048   175  

These amounts are subject to uncertainty as they will be driven by economics of future years.

b) Employer contributions to plan assets and separate assets

The estimated amount of 2009 employer contributions for pension benefits is €246 million (€184 million estimated in 2007 for
2008). The estimated amount for other benefits is €1 million (€0 million estimated in 2007 for 2008). These amounts are subject
to uncertainty as they will be driven by economics of future years.

25.2.10. Asset mix at the end of 2008

The table below shows the plan asset mix at the end of 2008:

    Total
Group		   Europe   North
America		   Other  
Plan asset mix                  
Equities   53%   47%   65%   52%  
Bonds   31%   33%   27%   31%  
Real estate   6%   4%   8%   12%  
Other   11%   16%   -   5%  
Total   100%   100%   100%   100%  
Total (in Euro million)   4,666   3,174   1,341   151  
                   

The table below shows the total asset mix i.e. for plan assets and separate assets:

    Total
Group		   Europe   North
America		   Other  
Total asset mix                  
Equities   47%   40%   65%   43%  
Bonds   33%   34%   27%   42%  
Real estate   5%   4%   8%   10%  
Other   15%   21%   -   4%  
Total   100%   100%   100%   100%  
Total (in Euro million)   5,455   3,933   1,341   181  

As pension liabilities have a long-term nature, a mix of bond, equity, and real estate investments is used in the plan assets. The
percentage of equity securities is generally higher in the Anglo-Saxon countries, where investment strategy is often determined
by the plan trustees. This asset mix generates some degree of volatility in returns, but, over the long-term, is expected to provide
a higher return than pure bond investments. A higher return is consistent with long term past experience, but may not be the
case in the future.

389

25.2.11.  Other employee benefits funded on a pay-as-you-go basis

In the United States, AXA Financial provides certain medical and life insurance benefits (collectively, "postretirement benefits")
for qualifying employees, managers and agents retiring from AXA Financial based on years of service and age. The life insurance
benefits are related to age and salary at retirement for certain grandfathered retirees, and a flat dollar amount for others.
AXA Financial continues to fund the postretirement benefits costs for these plans on a pay-as-you-go basis.
For 2008, postretirement benefits payments were made in the amounts of €36 million (€37 million in 2007 and €42 million in
2006), net of employee contributions.

25.2.12.  Balance sheet reconciliation

(in Euro million)   2008   2007   2006   2005  
Balance sheet reconciliation                  
Net position (excluding separate assets)(a)   (7,501)   (6,319)   (7,025)   (7,357)  
Other liabilities   (187)   (290)   (290)   (375)  
Total (b)   (7,688)   (6,609)   (7,315)   (7,732)  

(a)  Net position (excluding separate assets) for pension benefits and other benefits as reported in Note 25.2.4.

(b) It corresponds to a liability of €7,714 million (as at December 31, 2008) included in the balance sheet under the caption "provision for risks and charges"
and an asset of €26 million (as at December 31, 2008) included in the balance sheet under the caption "Other long term assets".

390       2008 ANNUAL REPORT

25.3. SHARE-BASED COMPENSATION

All figures 100%, gross of tax (in Euro million)   2008 (a)   2007   2006 (c)  
Cost by plan              
AXA SA stock options (b)   35.4   40.3   33.2  
2003 grants       2.1   3.0  
2004 grants   1.0   5.5   8.2  
2005 grants   3.7   8.5   10.9  
2006 grants   10.9   14.7   11.1  
2007 grants   14.4   9.6   -  
2008 grants   5.4          
AXA stock options for AXA Financial   13.9   19.5   24.0  
2005 AXA SA grants   1.3   2.5   4.3  
2006 AXA SA grants   1.9   3.4   11.2  
2007 AXA SA grants   3.9   9.9   -  
2008 AXA SA grants   5.7          
AXA ADR grants   1.0   3.6   8.5  
AXA Group shareplan   16.7   24.7   16.3  
Classic Plan   0.6   6.0   4.3  
Leverage Plan   16.1   18.7   12.0  
AXA performances shares   19.7   23.6   13.6  
2005 grants       4.7   8.4  
2006 grants   4.0   14.6   4.1  
2007 grants   12.0   3.7   -  
2008 grants   3.7          
Restricted shares 2005       0.6   1.1  
AXA performances units plans   21.3   40.4   48.8  
2004 equity grants       -   0.6  
2005 equity grants       0.1   1.7  
2006 equity grants   1.0   4.5   1.3  
2007 equity grants   2.7   0.9   -  
2008 equity grants   1.3          
2004 cash grants       1.2   11.8  
2005 cash grants       1.7   22.0  
2006 cash grants   (1.3)   22.1   11.5  
2007 cash grants   8.2   10.0      
2008 cash grants   9.4          
AXA Miles   48.1   23.8   -  
Plan 2007 (2+2)   30.8   15.1   -  
Plan 2007 (4+0)   17.4   8.7   -  
AXA Financial share-based compensation instruments   (3.2)   4.9   13.0  
AXA Financial TSAR   (6.8)   0.3   8.3  
AXA Financial Restricted Shares and PARS   3.6   4.6   4.7  
AXA APH stock option plan   6.3   7.8   5.5  
AllianceBernstein share-based compensation instruments   13.8   10.6      
TOTAL   171.9   195.6   155.3  

(a)  For 2008, the total cost of €171.9 million excluded the positive impact of a €45 million reserve release related Long Term Incentive instruments at AXA
Investment Managers.

(b) The 2007 cost of the AXA SA stock option plans shown above excluded the cost of the stock options granted to the employees of AXA Netherlands, which
was sold in 2007. The expense corresponding to the amortisation period before the transaction was included in the results arising from discontinued
operations. The remaining cost (including the cost triggered by accelerated vesting given to the employees) was deducted from the capital gain of the
transaction. 2006 profit and loss was not restated for the €0.2 million expense related to AXA SA stock options for AXA Netherlands.

(c)  For 2006, the total cost of €155.3 million did not include the cost generated by the liquidity guarantee granted by AXA SA to old AXA IM stock option
plans, which amounted to a non-recurring cost of €30 million.

391

In accordance with IFRS 2, the total employee share based compensation cost of €171.9 million for full year 2008 included

expenses from share-based compensation instruments for grants made after November 7, 2002 which had not yet vested at

December 31, 2003.

The cost includes the expenses from share-based compensation instruments issued by the Group as well as by AXA

subsidiaries.

The unit cost of the equity settled instruments does not vary for a given plan. The total charge is amortized over the vesting period

and adjusted at each future closing date for the difference between actual and expected lapse.

25.3.1. Share-based compensation instruments issued by the Group

AXA SA STOCK OPTIONS

Executive officers and other key employees may be granted options on AXA ordinary shares under employee stock option plans.
These options may be either subscription options involving newly issued AXA ordinary shares or purchase options involving AXA
treasury shares. While the precise terms and conditions of each option grant may vary, options are currently (i) granted at a price
not less than the average closing price of the ordinary share on the Paris Stock Exchange during the 20 trading days preceding
the date of grant, (ii) valid for a maximum term of ten years, and (iii) vest in instalments of 33.33% per year on each of the second,
third and fourth anniversaries of the grant date.

For members of the Executive Committee (since 2006) and employees who are granted more than 5,000 options (since 2007),
the first two instalments vest unconditionally at the end of the vesting period, while the vesting of the final instalment is subject
to the fulfilment of certain conditions regarding the performance of the AXA shares compared to the DowJones Europe Stoxx
Insurance index.

The following table shows AXA SA stock options granted under all plans, and not only the ones granted after November 7,
2002.

AXA SA STOCK OPTION PLANS

    Options
(in million)		   Weighted price
(in Euro)		  
    2008   2007   2006   2008   2007   2006  
Options AXA                          
Outstanding on January 1   71.6   70.6   67.2   26.13   23.71   22.42  
Granted   9.2   9.7   11.4   21.50   34.01   29.09  
Capital increase   -   -   1.2   -   -   -  
Exercised   (1.8)   (7.4)   (8.2)   16.84   18.23   15.95  
Cancelled and expired   (3.0)   (1.4)   (1.0)   25.55   25.47   24.34  
Outstanding at December 31   75.9   71.6   70.6   25.73   26.13   23.71  
Options ex-FINAXA                          
Outstanding on January 1   5.6   6.4   6.4   23.26   22.23   21.85  
Capital increase   -   -   0.1   -   -   -  
Exercised   (1.3)   (0.8)   (0.2)   21.46   15.27   9.24  
Cancelled and expired   -   -   -   -   -   -  
Outstanding at December 31   4.3   5.6   6.4   23.80   23.26   22.23  
Total AXA and ex-FINAXA   80.2   77.2   77.0   25.63   25.92   23.58  

392        2008 ANNUAL REPORT

The number of outstanding options and the number of exercisable options as at December 31, 2008 are shown below by expiry
date:

EXPIRY DATE OF OPTIONS

    Outstanding options   Exercisable options  
In million   2008   2007   2006   2008   2007   2006  
Options AXA                          
January 21, 2007   -   -   -   -   -   -  
September 9, 2007   -   -   0.1   -   -   0.1  
September 29, 2007   -   -   -   -   -   -  
April 19, 2008   -   2.8   5.0   -   2.8   5.0  
June 9, 2009   4.5   4.5   5.0   4.5   4.5   5.0  
November 18, 2009   0.2   0.2   0.2   0.2   0.2   0.2  
July 5, 2010   5.1   5.1   5.3   5.1   5.1   5.3  
July 12, 2010   0.1   0.1   0.1   0.1   0.1   0.1  
November 13, 2010   0.2   0.2   0.2   0.2   0.2   0.2  
May 9, 2011   7.3   7.4   7.6   7.3   7.4   7.6  
February 27, 2012   6.1   6.1   6.8   6.1   6.1   6.8  
March 14, 2013   4.2   4.6   7.4   4.2   4.6   5.0  
March 26, 2014   8.2   8.5   9.3   8.2   5.7   3.1  
March 29, 2015   10.7   11.0   11.9   7.2   3.7   -  
June 6, 2015   -   -   -   -   -   -  
June 27, 2015   0.2   0.2   0.2   0.1   0.1   -  
July 1,2015   -   -   -   -   -   -  
September 21, 2015   0.1   0.1   0.1   -   -   -  
March 31, 2016   10.6   10.9   11.2   3.5   -   -  
September 25, 2016   0.1   0.1   0.1   -   -   -  
November 13, 2016   -   -   -   -   -   -  
May 10, 2017   9.3   9.7   -   -   -   -  
September 24, 2017   -   -   -   -   -   -  
November 19, 2017   -   -   -   -   -   -  
April 1, 2018   8.9   -   -   -   -   -  
May 19, 2018   -   -   -   -   -   -  
September 22, 2018   0.1   -   -   -   -   -  
November 24, 2018   -   -   -   -   -   -  
Total AXA   75.9   71.6   70.6   46.8   40.5   38.4  
Options ex-FINAXA                          
May 6, 2008   -   1.3   1.5   -   1.3   1.5  
May 26, 2009   1.2   1.2   1.2   1.2   1.2   1.2  
July 5, 2010   0.5   0.5   0.5   0.5   0.5   0.5  
May 30, 2011   0.9   0.9   0.9   0.9   0.9   0.9  
April 2, 2013   1.2   1.2   1.8   1.2   1.2   1.2  
April 14, 2014   0.5   0.5   0.5   0.5   0.3   0.2  
Total ex-FINAXA   4.3   5.6   6.4   4.3   5.4   5.5  
Total AXA and ex-FINAXA   80.2   77.2   77.0   51.1   45.9   43.9  

393

OPTIONS AXA AND EX-FINAXA

    Outstanding options   Exercisable options    
    Number
(in million)		   Exercise
price
(in Euro)		   Number
(in million)		   Exercise price
(in Euro)		  
Price range                  
€6.48 - €12.96   5.5   11.2   5.5   11.2  
€12.97 - €19.44   8.7   17.5   8.7   17.6  
€19.45 - €25.92   27.3   21.1   14.6   21.0  
€25.93 - €32.40   22.6   29.9   15.5   30.3  
€32.41 - €38.87   10.4   34.1   1.1   34.4  
€38.88 - €45.35   5.7   40.9   5.7   40.9  
€6.48 - €45.35   80.2   25.63   51.1   24.70  

Information on options granted after November 7, 2002 is shown in the table below:

POST NOVEMBER 7, 2002 AXA SA STOCK OPTION PLANS

    Options
(in million)		   Weighted price
(in Euro)		  
    2008   2007   2006   2008   2007   2006  
Options                          
Outstanding on January 1   45.1   40.2   31.2   24.03   20.14   16.89  
Granted   9.2   9.7   11.4   21.50   34.01   29.09  
Capital increase   -   -   0.5   -   -   -  
Exercised   (0.7)   (3.7)   (2.3)   14.72   12.85   12.60  
Cancelled and expired   (1.2)   (1.1)   (0.6)   27.71   23.00   19.96  
Outstanding at December 31   52.5   45.1   40.2   23.64   24.03   20.14  
Options ex-FINAXA                          
Outstanding on January 1   1.7   2.3   2.2   13.03   12.81   12.81  
Capital increase   -   -   -   -   -   -  
Exercised   -   (0.5)   -   -   12.11   -  
Cancelled and expired   -   -   -   -   -   -  
Outstanding at December 31   1.7   1.7   2.3   13.03   13.03   12.81  
Total AXA and ex-FINAXA   54.2   46.9   42.5   23.30   23.63   19.74  

394        2008 ANNUAL REPORT

The number of outstanding options and the number of exercisable options at December 31, 2008 are shown below by expiry
date for AXA SA plans granted after November 7, 2002:

EXPIRY DATE OF OPTIONS

    Outstanding options   Exercisable options  
In million   2008   2007   2006   2008   2007   2006  
Options AXA                          
March 14, 2013   4.2   4.6   7.4   4.2   4.6   5.0  
March 26, 2014   8.2   8.5   9.3   8.2   5.7   3.1  
March 29, 2015   10.7   11.0   11.9   7.2   3.7   -  
June 6, 2015   -   -   -   -   -   -  
June 27, 2015   0.2   0.2   0.2   0.1   0.1   -  
July 1, 2015   -   -   -   -   -   -  
September 21, 2015   0.1   0.1   0.1   -   -   -  
March 31, 2016   10.6   10.9   11.2   3.5   -   -  
September 25, 2016   0.1   0.1   0.1   -   -   -  
November 13, 2016   -   -   -   -   -   -  
May 10, 2017   9.3   9.7   -   -   -   -  
September 24, 2017   -   -   -   -   -   -  
November 19, 2017   -   -   -   -   -   -  
April 1, 2018   8.9   -   -   -   -   -  
May 19, 2018   -   -   -   -   -   -  
September 22, 2018   0.1   -   -   -   -   -  
November 24, 2018   -   -   -   -   -   -  
Total AXA   52.5   45.1   40.2   23.4   14.1   8.0  
Options ex-FINAXA                          
April 2, 2013   1.2   1.2   1.8   1.2   1.2   1.2  
April 14, 2014   0.5   0.5   0.5   0.5   0.3   0.2  
Total ex-FINAXA   1.7   1.7   2.3   1.7   1.6   1.3  
Total AXA and ex-FINAXA   54.2   46.9   42.5   25.1   15.6   9.4  

OPTIONS AXA AND EX-FINAXA

    Outstanding options   Exercisable options    
    Number
(in million)		   Exercise price
(in Euro)		   Number
(in million)		   Exercise price
(in Euro)		  
Price range                  
€6.48 - €12.96   5.5   11.2   5.5   11.2  
€12.97 - €19.44   8.7   17.5   8.7   17.6  
€19.45 - €25.92   20.0   21.1   7.4   20.7  
€25.93 - €32.40   10.7   29.1   3.5   29.1  
€32.41 - €38.87   9.3   34.0   -   -  
€38.88 - €45.35   -   -   -   -  
€6.48 - €45.35   54.2   23.30   25.1   18.72  

The fair value of AXA SA stock options is calculated using the Black & Scholes option pricing model. The effect of expected
early exercise is taken into account through the use of an expected life assumption based on historical data. AXA SA share
price volatility is estimated on the basis of implied volatility, which is checked against an analysis of historical volatility to ensure
consistency. The expected AXA SA dividend yield is based on the market consensus. The risk-free interest rate is based on the
Euro Swap Rate curve for the appropriate term.

395

The option pricing assumptions and fair value for plans issued in 2008, 2007, 2006 and 2005 are as follows:

    2008   2007   2006   2005  
Assumptions                  
Dividend yield   7.21%   4.22%   3.5%   3.15%  
Volatility   34.65%   27.50%   28.00%   25.00%  
Risk-free interest rate   4.17%   4.40%   3.90%   3.31%  
Expected life (in years)   6.0   6.0   6.0   6.0  
Weighted average fair value per option at grant date in Euro(a)   3.23   6.8   6.48   4.15  

(a) For employees who have been granted more than 5,000 options in 2007 and in 2008, the vesting of the final instalment is subject to the fulfilment of certain
conditions regarding the performance of the AXA shares compared to the DowJones Europe Stoxx Insurance index. The options with performance criteria
were valued at €3.54 per option granted in 2008 and €6.67 per option granted in 2007, based on a Monte-Carlo model. The options without performance
criteria were valued at €3.76 per option granted in 2008 and €7.02 per option granted in 2007, based on the Black & Scholes model.

The total cost of the AXA SA plans is amortized over the vesting period and an estimated 5% pre-vesting lapse rate is applied.
On that basis, the expense recognized in profit or loss for the year ended December 31, 2008 was €48.2 million (€1.0 million for
the 2004 grants, €3.7 million for the 2005 grants, €10.9 million for the 2006 grants, €14.4 million for the 2007 grants, €5.4 million
for the 2008 grants and €12.9 million relating to AXA SA ordinary share options granted to AXA Financial employees).

AXA ADR STOCK OPTIONS

AXA Financial may grant options to purchase AXA ADRs. These options are issued at the market value of AXA ADRs on the date
of grant. Options granted prior to 2004 vest over a three-year period, with one third vesting on each anniversary date. However,
starting in 2004, new grants generally vest over a four-year period with one third vesting on each of the second, third and fourth
anniversary dates (generally in March). Options currently issued and outstanding have a 10-year contractual term from their date
of grant.

The following tables show a summary of the U.S. holding company's AXA ADR stock option plans:

AXA ADR STOCK OPTION PLANS

    Options
(in million)		   Weighted price
(in US $)		  
    2008   2007   2006   2008   2007   2006  
Options                          
Outstanding on January 1   19.0   26.8   38.6   $22.64   $23.40   $24.06  
Granted   -   -   0.7   -   -   $23.26  
Capital increase   -   -   -   -   -   -  
Exercised   (4.6)   (7.4)   (9.1)   $24.87   $24.12   $22.08  
Cancelled and expired   (2.1)   (0.4)   (3.4)   $31.20   $22.54   $33.57  
Outstanding at December 31   12.3   19.0   26.8   $20.40   $22.64   $23.40  

The 0.7 million options shown for 2006 in the "granted" line of the table above was largely due to the adjustment made to offset
the dilution resulting from the capital increase done to finance the acquisition of Winterthur, as employees and associates now
receive AXA S.A. shares rather than ADR options.

AXA ADR

    Outstanding options   Exercisable options  
    Number
(in million)		   Weighted
Exercise price
(in US $)		   Number
(in million)		   Weighted
Exercise price
(in US $)		  
$9.93 - $12.72   2.8   $12.30   2.8   $12.30  
$12.73 - $16.35   -   $14.80   -   $14.80  
$16.36 - $22.24   6.1   $19.46   6.1   $19.46  
$22.25 -$32.18   3.0   $27.98   2.8   $28.06  
$32.19 - $43.50   0.4   $35.29   0.4   $35.09  
$9.93 - $43.50   12.3   $20.40   12.1   $20.30  

396        2008 ANNUAL REPORT

The following table shows information for grants after November 7, 2002:

POST NOVEMBER 7, 2002 AXA ADR STOCK OPTION PLANS

    Options (in million)       Weighted price (in US $)  
    2008   2007   2006   2008   2007   2006  
Options                          
Outstanding on January 1   9.1   11.3   14.0   $18.85   $18.70   $18.18  
Granted   -   -   0.1   -   -   $34.23  
Capital increase   -   -   -   -   -   -  
Exercised   (1.2)   (1.9)   (2.5)   $18.89   $17.41   $13.85  
Cancelled and expired   (0.1)   (0.3)   (0.3)   $22.41   $21.75   $21.29  
Outstanding at December 31   7.8   9.1   11.3   $18.87   $18.85   $18.70  

 

    Outstanding options   Exercisable options  
    Number
(in million)		   Weighted
Exercise price
(in US $)		   Number
(in million)		   Weighted
Exercise price
(in US $)		  
$9.93 - $12.72   2.4   $12.26   2.4   $12.26  
$12.73 - $43.50   5.4   $21.86   5.2   $21.67  
$9.93 - $43.50   7.8   $18.87   7.6   $18.67  

The fair value of AXA ADR stock options is calculated using the Black & Scholes option pricing model. The effect of expected
early exercise is taken into account through the use of an expected life assumption based on historical data. AXA ADR volatility
is based on AXA SA ordinary shares volatility, adjusted for the US$/€ exchange rate volatility. The expected dividend yield on
AXA SA shares is based on the market consensus. The risk-free interest rate is based on the U.S. Treasury bond curve for the
appropriate maturity.

From 2005 on, there are no more AXA ADR grants to employees or associates, only punctual advance for immaterial options
have occurred (10,650 AXA ADR options granted in 2008, 8,440 granted in 2007 and 7,864 in 2006).

AXA GROUP SHAREPLAN

AXA offers to its employees the opportunity to become shareholders through special employee share offerings. In countries that
meet the legal and fiscal requirements, two investment options are available: the traditional plan and the leveraged plan.

The traditional plan allows employees to purchase, through a personal investment, AXA shares (either through mutual funds
(FCPE) or through direct share ownership) with a 20% discount. The shares are restricted from sale during a period of 5 years
(except specific early exit cases allowed by applicable laws). Employees bear the risk of all movements in the share as compared
to the subscription price.

The leveraged plan allows employees to purchase, on the basis of 10 times their personal investment, to AXA shares (either
through mutual funds (FCPE) or through direct share ownership) with a discount. The leverage on the employees' personal
investment is in the form of a loan (non-recourse) from a third party bank. The shares are restricted from sale during a period
of 5 years (except specific early exit cases allowed by applicable laws). Employees who participate in the leverage plan benefit
from a guarantee on their personal investment and also receive a defined percentage of any upside appreciation (above the non-
discounted reference price) on the full leveraged amount invested. The leveraged plan is not accessible to Management Board
and Executive Committee members.

At the end of the 5 years restricted period, the employees can, depending on their residence country, do any one of the following:
(1) receive the cash value of their assets; (2) receive the value of their assets in the form of AXA shares; or (3) transfer their assets
invested in the leveraged plan into the traditional sub-fund.

The cost of this plan is valued taking into account the five-year lock-up period, as recommended by the CNC (Conseil National
de la Comptabilité). The CNC approach values the restricted shares through a replication strategy whereby the employee would
sell the restricted shares forward at the end of the lock-up period, borrow enough money to buy unrestricted shares immediately,
and uses the proceeds of the forward sale together with dividends paid during the lock-up period to finance the loan. For the
leveraged plan, the cost also includes the opportunity gain implicitly provided by AXA by enabling its employees to benefit from
an institutional price for derivatives as opposed to a retail price.

On September 15, 2008, the AXA Group made an employee share offering at €17.18 per share for the traditional plan (discount of
20% to the reference price of €21.47 representing the average over the twenty trading days preceding the date of announcement)
and €18.43 per share for the leveraged plan. Subscriptions amounted to 24.7 million shares, increasing the share capital by
€460.3 million. This offering represented a total cost of €16.7 million taking into account the five-year lock-up period.

397

In 2008, the cost of the lock-up period was measured at 18.48% for the traditional plan and 13.61% for the leveraged plan (due
to different discounts). In addition to the lock-up cost, the opportunity gain offered to the employees under the leveraged plan
was measured at 2.68%.

PLAN MAIN FEATURES

The table below shows the main features of the plan, the amounts subscribed, valuation assumptions, and the cost of the plan
for 2008, 2007 and 2006.

    2008   2007   2006  
    Traditional   Leveraged   Traditional   Leveraged   Traditional   Leveraged  
    Plan maturity (in years)   5   5   5   5   5   5  
[a] Discount to face value   20.00%   14.15%   20.00%   14.25%   20.00%   15.21%  
    Reference price (in Euro)   21.47       29.03       28.60      
    Subscription price (in Euro)   17.18   18.43   23.22   24.89   22.88   24.25  
    Amount subscribed by employee
    (in Euro million)		   29.3   42.4   74.0   47.0   51.8   32.0  
    Total amount subscribed (in Euro million)   29.3   431.0   74.0   478.3   51.8   323.7  
    Total number of shares subscribed
    (in million shares)		   1.7   23.0   3.2   18.9   2.3   13.2  
    Interest rate on employee loan   8.46%   8.29%   7.54%   7.47%   7.01%   7.34%  
    5-year risk-free rate (euro zone)   2.69%       3.89%       3.66%      
    Dividend yield   6.64%       5.30%       3.96%      
    Early exit rate   4.61%       4.61%       3.34%      
    Interest rate for borrowing securities
    (repo)		   0.25%       0.25%       0.20%      
    Retail / institutional volatility spread   N/A   6.60%   N/A   4.60%   N/A   4.20%  
[b] Cost of the lock-up for the employee   18.48%   13.61%   13.45%   13.15%   13.41%   14.32%  
[c] Opportunity gain   N/A   2.68%   N/A   2.24%   N/A   2.26%  
    Total cost for AXA = [a] - [b] + [c] (as a percentage of the reference price)   1.53%   3.22%   6.55%   3.35%   6.59%   3.15%  
    Total cost for AXA (in Euro million)   0.6   16.1   6.0   18.7   4.3   12.0  

AXA MILES

On July 1, 2007, AXA granted 50 free shares per employee to all employees of the Group. In total, 2.3 million shares were granted
to 46,899 employees in 24 countries on the 2+2 plan (i.e. two-year vesting period with a subsequent two-year restriction period),
and 3.2 million shares were granted to 64,839 employees in 30 countries on the 4+0 plan (i.e. four-year vesting period with no
subsequent restriction period).

    Number of
employees at
grant date		   Number of
AXA Miles
granted		  
Plan 2+2   46,899   2,344,950  
Plan 4+0   64,839   3,241,950  
Total   111,738   5,586,900  

The free shares are valued using the CNC approach described in the AXA Group Shareplan section using assumptions adapted
to the structure of the plan (2+2 or 4+0 plan), based on a market price of €32 per share on July 1, 2007 and an estimated 5%
pre-vesting lapse rate.

The total cost of the AXA Miles is amortized over the vesting period (i.e., over 2 years for the 2+2 plan and over 4 years for the
4+0 plan) starting on July 1, 2007. On that basis, the expense recognized in the profit & loss for the year ended December 31,
2008 was €48.1 million. The accumulated cost already recognized as at December 31, 2008 represented 55% of the total cost
of this plan.

398        2008 ANNUAL REPORT

OTHER SHARE-BASED COMPENSATION

AXA PERFORMANCE UNITS

AXA issued Performance Units to executive officers and other key employees outside France in 2004, 2005, 2006, 2007 and

2008.

During the vesting period, the Performance Units initially granted are subject to non-market performance criteria. If the number

of Performance Units definitely acquired is less than one thousand, the employing entity pays in cash, 100% of the calculated

value. If the number of Performance Units definitely acquired is more than one thousand the employing entity pays in cash, 70%

of the calculated value and the remaining 30% is simultaneously invested on behalf of the beneficiaries in AXA shares restricted

for a minimum period of two years (equity-settled). The value of each Performance Unit is equal to the average AXA share price

before the settlement (which is cash rather than equity-settled in most cases).

For the cash-settled instruments, the expected payment at the maturity date of the instrument is revised at each closing dates

and amortized over the vesting period (prorata temporis).

The total cost of the Performance Units recorded in earnings in 2008 was €21.3 million (€5.0 million for the equity-settled portion
and €16.3 million for the cash-settled portion).

AXA PERFORMANCE SHARES

In 2005, 2006, 2007 and 2008, Performance Shares were issued to executive officers and other key employees in France only.
Performance Shares are similar to Performance Units, but the payment is equity-settled. In France, most of the Performance
Units granted to employees in 2004 were converted into Performance Shares in 2005.
The total cost of Performance Shares was €19.7 million in 2008.

25.3.2. Share-based compensation instruments issued by AXA Subsidiaries

Main share-based compensation plans issued by AXA subsidiaries are described below:

AXA ASIA PACIFIC HOLDING STOCK OPTION PLAN

AXA APH grants stock options based on AXA APH shares, with both market and non-market performance conditions.
These plans are valued according to the IFRS applicable in Australia. The total cost for this plan in 2008 was €6.3 million.

AXA FINANCIAL SHARE-BASED COMPENSATION PLANS

The total cost of AXA Financial's share-based compensation plans in 2008 included €-6.8 million in respect of AXA Financial
Stock Appreciation Rights (as they are subject to variations in the basis of recognition due to changes in the market value of
AXA ADRs) and €3.6 million in respect of AXA ADR Restricted Shares and Performance Accelerated Restricted Shares granted
to senior executives and non-employee directors.

ALLIANCEBERNSTEIN SHARE-BASED COMPENSATION PLANS

AllianceBernstein grants Restricted Units and options to acquire AllianceBernstein Units, which are valued and booked according
to IFRS principles.

In 2008, AllianceBernstein granted to certain key employees the right to receive part of their deferred compensation in the form
of options to acquire AllianceBernstein units. The 2008 total cost amounted to €13.8 million.

Options to acquire AllianceBernstein Units were granted as follows: 13,825 options in 2008; 3,708,939 options in 2007; 9,712
options in 2006; and 17,604 options in 2005.

25.4. COMPENSATION OF MANAGEMENT AND OFFICERS

In 2008:

•   Short-term benefits: compensation paid to members of the Management Board in respect of 2008 totaled €9.5 million, including
fixed salary, bonuses, directors' fees and benefits in kind.

•   Share-based compensation: the expense recognized in 2008 in respect of share-based compensation granted to Management
Board members was €12 million.

 

In 2007:

•   Short-term benefits: compensation paid to members of the Management Board in respect of 2007 totaled €14.1 million,
including fixed salary, bonuses, directors' fees and benefits in kind.

•   Share-based compensation: the expense recognized in 2007 in respect of share-based compensation granted to Management
Board members was €16 million.

399

Long-term benefits:
Amounts provisioned or recognized by AXA SA and its subsidiaries for the payment of pensions or retirement benefits to its
corporate officers (members of the Management Board, Chairman of the Supervisory Board and the employees' representative
on the Supervisory Board) totaled €31.6 million as at December 31, 2008 ( 34.8 million as at December 31, 2007)

25.5. SALARIED WORKFORCE

At December 31, 2008, the Group employed 109,304 salaried people on a full-time equivalent basis (103,534 at the end of 2007
and 96,009 at the end of 2006).

The increase in 2008 compared to 2007 was mainly due to:

•  the acquisition of Seguros ING in Mexico (4,927 employees) and the consolidation of the Gulf Region (628 employees) in the
Mediterranean and Latin American Region;

•   the acquisition of SBJ Group (823 employees) in the United Kingdom.

400        2008 ANNUAL REPORT

NOTE 26 > NET INCOME PER ORDINARY SHARE

The Group calculates a basic net income per ordinary share and a diluted net income per ordinary share:

•  The calculation of the basic net income per ordinary share assumes no dilution and is based on the weighted average number
of outstanding ordinary shares during the period.

•  The calculation of diluted net income per ordinary share takes into account shares that may be issued as a result of stock
option plans. The effect of stock option plans on the number of fully diluted shares is taken into account only if options are
considered to be exercisable on the basis of the average stock price of the AXA share over the period.

As of January 1, 2007, the effect of convertible bonds is no longer integrated in the calculation of diluted net income per ordinary
share.

Indeed, to neutralize the dilutive impact of the 2017 convertible bonds, AXA purchased from a banking counterparty, call options
on AXA shares with an automatic exercise feature. This feature is such that one option is automatically exercised upon each
conversion of a convertible bond. Each issuance of a new share resulting from the conversion of the bond will be offset by the
delivery by the bank to AXA (and subsequent cancellation) of an AXA share. The issuance of a share in respect of the conversion
of the bond and the cancellation by AXA of the AXA share received will offset each other. As a result of this transaction, there will
no longer be a change to the outstanding number of AXA outstanding shares created by the convertible bond conversion.

(in Euro million) (c)        December 31, 2008   December 31, 2007   December 31,2006  
NET INCOME GROUP SHARE     923   5,666   5,085  
TSS and TSDI financial charge     (299)   (290)   (160)  
TSS and TSDI FX impact     276   255   26  
NET INCOME INCLUDING IMPACT OF TSS/TSDI A   900   5,631   4,951  
Weighted average number of ordinary shares
(net of treasury shares) - opening		     2,030   2,063   1,855  
Increase in capital (excluding stock option exercised)(a)     2   2   97  
Stock options exercised(a)     2   4   3  
Treasury shares(a)     1   -   3  
Share purchase program(a)     -   (27)   (11)  
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES B   2,035   2,043   1,948  
NET INCOME PER ORDINARY SHARE (d)(e) C = A / B   0.44   2.76   2.54  
Potentially dilutive instruments:                
• Stock options     4   16   16  
• Subordinated convertible Notes - February 8, 2000 due 2017     -   -   28  
• Subordinated convertible Notes - February 8,1999 due 2014     -   -   38  
• Other     4   2   2  
FULLY DILUTED - WEIGHTED AVERAGE NUMBER OF SHARES D   2,044   2,061   2,032  
NET INCOME(b) E   900   5,631   5,064  
FULLY DILUTED NET INCOME PER ORDINARY SHARE (d)(e) F = E / D   0.44   2.73   2.49  

(a) Weighted average.

(b) Taking into account the impact of potentially dilutive instruments.

(c)  Except for number of shares (million of units) and earnings per share (Euro).

(d)  Revised net income EPS taking into account interest payments related to perpetual debts classified in equity, including foreign exchange impacts. Previously
disclosed EPS excluded such adjustments. Basic net income EPS amounted to €2.77 and fully diluted net income EPS to €2.75 as at December 31, 2007
and €2.61 and €2.56 respectively as at December 31, 2006.

(e)  Basic and diluted net income per share from discontinued operations represented €0.06 for full year 2006 and €0.23 for full year 2007.

401

NOTE 27 > RELATED-PARTY TRANSACTIONS

In 2008, the Company was party to the following transactions with related parties which may be deemed to have been material
to AXA or the related party in question or unusual in their nature or conditions.

Relationships with the Mutuelles AXA

The Mutuelles AXA (AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle) are two mutual insurance companies
engaged in the Property & Casualty insurance business and Life & Savings insurance business in France. Each Mutuelle is
supervised by a board of directors elected by delegates representing policyholders. Certain members of the Company's Supervisory
Board and Management Board serve as directors or executive officers of the Mutuelles AXA.

The insurance businesses of the Mutuelles AXA and the insurance businesses of the Company's French insurance subsidiaries use
similar distribution channels and are managed as a single business, subject to legal and management arrangements established
to maintain the legal distinction between their respective businesses. Certain of the costs and expenses of operating these
businesses (other than commissions) are shared by these subsidiaries and the Mutuelles AXA and allocated among them through
a Groupement d'Intérêt Economique or "GIE" which is a type of French inter-company partnership more fully described below.
There are no agreements between the Mutuelles AXA and the Group's insurance subsidiaries that restrict in any way their ability
to compete with one another.

The Property & Casualty insurance business generated in France by insurance brokers is underwritten through a coinsurance
arrangement between AXA Assurances IARD Mutuelle and AXA France IARD, a Property & Casualty insurance subsidiary of
the Company. Technical results are shared between these companies in proportion to their written premiums. Aggregate written
premiums recorded in this coinsurance agreement amounted to €1,542 million in 2008 (of which €1,367 million was attributed
to AXA France IARD).

Groupement d'Intérêt Economique (GIE)

From time to time the Company enters into GlEs with certain of its subsidiaries. GlEs are intercompany partnerships, governed
by French law, created to perform various common services for their members and to allocate associated costs and expenses
among their members. The allocation of costs and expenses invoiced to GIE members may be based on various agreed criteria
including particular activity drivers. The GlEs to which the Company was party during 2008 covered a variety of common services
including services performed by the AXA Group's central functions for the benefit of AXA Group companies (e.g., finance,
accounting and reporting, tax, legal, marketing and brand, internal audit, human resources, procurement, information systems,
risk management, cash management) as well as certain other services. Expenses invoiced by these GlEs to the Company and
its subsidiaries are generally invoiced at cost and are included in the consolidated expenses reflected on Company's audited
consolidated financial statements.

Loans/Guarantees/Capital Contributions, etc.

AXA has given numerous commitments and guarantees, including financing commitments, guarantees given to financial institutions
and customers, pledged assets, collateralized commitments and letters of credit. For a detailed description of these commitments
and guarantees, see Note 28 "Contingent assets and liabilities and unrecognized contractual commitments". Certain of these
guarantees are given by the Company for the benefit of its subsidiaries and affiliates for various business purposes including to
promote development of their business (e.g. to facilitate acquisitions, integration of acquired businesses, distribution arrangements,
nternal restructurings, sales or other disposals of assets or businesses or similar transactions), to support their credit ratings,
and/or to promote efficient use of the Group's capital resources. In this context, the Company may guarantee repayment of loans
or other obligations between its subsidiaries, guarantee obligations of its subsidiaries to third parties, or provide other types
of guarantee for the benefit of its subsidiaries. The beneficiaries of these guarantees are generally required to compensate the
Company at a negotiated rate based on prevailing market rates and conditions for guarantees of a similar nature. In addition,
from time to time, the Company may provide comfort letters or similar letters to rating agencies and/or regulators for the benefit
of its subsidiaries and affiliates for various business purposes, including facilitating specific transactions, achieving target ratings
levels and, more generally, helping to develop the business of these subsidiaries.

The Company, from time to time, makes capital contributions, loans, other extensions of credit, or otherwise provides liquidity
and capital resources to its subsidiaries and affiliates for various business purposes including to finance their business operations
and/or to promote the development of their business (e.g. to facilitate acquisitions, integration of acquired businesses, distribution
arrangements, internal restructurings, or similar transactions). These transactions may involve the Company entering into various
types of transactions with its subsidiaries and affiliates from time to time including loans or other types of credit arrangements,
acquisitions or sales of assets, securities or other financial instruments and/or similar transactions. In addition, the Company may
from time to time borrow from its subsidiaries for various business purposes. These transactions are carried out on arms-length
terms and conditions with loans and other extensions of credit bearing interest at varying rates that generally reflect prevailing
market rates at the respective dates such loans were originated. In 2008, these transactions included loans from the Company
to its US subsidiary AXA Financial, Inc. in the amount of approximately €2.44 billion that were used principally to enhance the
capitalization of AXA Financial's insurance subsidiaries.

402        2008 ANNUAL REPORT

In addition, the Company may enter into various other types of transactions with its subsidiaries and affiliates from time to time
in connection with liquidity, solvency and capital management initiatives designed to promote efficient use and fungibility of the
Group's capital resources. These transactions may involve loans or other types of credit arrangements, acquisitions or sales of
assets, securities or other financial instruments (including swaps or other types of derivatives), securitization transactions, and/or
similar types of arrangements or transactions to which the Company may be a direct party and/or guarantor.

Key Management and Directors

To the best of the Company's knowledge, based on information reported to it:

•  At December 31, 2008, there were no loans outstanding from the Group to any member of AXA's Management Board or
Supervisory Board other than (i) one loan to a member of AXA's Management Board (loan originated in 2002 in the original
principal amount of €200,000 bearing interest at a rate of 4.58% annually and with a 10-year term) and (ii) one loan to another
member of AXA's Management Board (loan originated in 1999 in the original principal amount of €152,449 bearing interest
at a rate of 4.50% and with a 10-year term). These loans were made in the ordinary course of business by one of the Group's
banking subsidiaries at prevailing market terms and conditions at the time of origination.

•  The son of a member of the Supervisory Board was employed by a subsidiary of the Company during 2008 and remains an
employee of that subsidiary as of the date of this Annual Report. In addition the son of a member of the Management Board
worked as a summer intern at another subsidiary of the Company. Both of these arrangements were on arms-length terms
and conditions.

•  Various members of the Company's Supervisory Board and Management Board as well as various other executive officers and
directors of companies forming a part of the AXA Group may, from time to time, purchase insurance, wealth management or
other products or services offered by AXA in the ordinary course of its business. The terms and conditions of these transactions
are substantially similar to the terms and conditions generally available to the public or to AXA employees generally.

403

NOTE 28 > CONTINGENT ASSETS AND LIABILITIES AND

UNRECOGNIZED CONTRACTUAL COMMITMENTS

Investments in non-consolidated investment funds are limited to the shares in these funds which do not provide control and any
material arrangements between AXA and these funds is disclosed in this Note 28, as appropriate.

Consistent with principles set forth in Note 1.3.1 "Scope and basis of consolidation" to the financial statements, (i) AXA's investments
in or other arrangements with non-consolidated special purpose entities (SPEs) do not allow AXA to exercise control over such
SPEs; and (ii) SPEs controlled by AXA are consolidated as disclosed in Note 2.2 to the financial statements.

28.1. BREAKDOWN OF COMMITMENTS RECEIVED

(in Euro million)   December 31, 2008   December 31, 2007   December 31, 2006  
Financing commitments   8,193   8,156   8,308  
Credit institutions   8,193   8,127   8,308  
Customers   -   28   -  
Guarantee commitments   4,975   4,844   4,088  
Credit institutions   503   478   287  
Customers   4,471   4,366   3,801  
Other   31,437   30,155   27,116  
Pledged securities and collaterized commitments(a)   27,291   27,513   23,265  
Letters of credit(b)   1,930   1,602   1,443  
Other commitments   2,216   1,040   2,407  
TOTAL   44,605   43,154   39,511  

(a) 2007 and 2006 numbers were revised to include commitments received by ELLA Bank related to the National Bank of Hungary bond and collaterals on
properties (2007: €1,990 million) and the US Life & Savings related to reinsurers (2007: €1,519 million and 2006: €1,600 million).

(b) 2007 and 2006 numbers were revised to include letters of credit received by the US Life & Savings related to reinsurers (2007: €172 million and 2006:
€211 million).

Commitments received by AXA totaled €44,605 million at the end of 2008, an increase of €1,451 million compared to the end
of 2007, mainly due to an increase in other commitments (€+1,176 million).
These commitments broke down as follows:

Financing commitments received increased by €38 million to €8,193 million at the end of 2008, and mainly consisted of:

•  AXA SA credit facilities (€6,187 million),

•  AllianceBernstein credit lines (€1,086 million) mainly including credit facilities (€573 million) and revolving credit facilities
(€513 million) from various banks and other lenders,

•   Bank credit lines granted to AXA Life Japan as part of its operations (€426 million),

•  The United States holding company's share in revolving cash facilities (€358 million).

 

Guarantee commitments received increased by €131 million to €4,975 million at the end of 2008, and mainly consisted of:

•   guarantees received from customers of AXA Bank Europe (Belgium) and Belgium Life & Savings (€3,429 million), and of
AXA Banque (French bank) (€1,021 million) principally in the form of mortgages and credits to small business;

•  guarantees received from credit institutions by AXA Banque (€281 million), and by Italy Property & Casualty (€103 million) in
the case of the failure of general agents.

 

Pledged securities and collaterized commitments received decreased by €222 million to €27,291 million at the end of
2008, and mainly consisted of:

•   Mortgage security interests taken by AXA Bank Europe for home loans and other business loans (€14,182 million).

•  €3,218 million in ELLA Bank (Hungarian bank) related to the National Bank of Hungary bonds and collaterals on properties.

•   Collaterized commitments in Switzerland Life & Savings (€2,949 million), mainly relating to mortgage loans.

•  €2,675 million in Japan, including securities received as guarantees for cash deposits given in security lending transactions
(€2,065 million) and for short-term security borrowings (€610 million). Commitments were also given on these products.

•  €2,269 million in the US Life & Savings related to an eventual failure in the payment by reinsurers mainly for disability income
business.

Letters of credit received increased by €328 million, to €1,930 million at the end of 2008, and were mainly related to the
United States holding company (€1,426 million).

404       2008 ANNUAL REPORT

Other commitments received totaled €2,216 million at the end of 2008, broken down as follows:

•  €1,151 million received by France Life & Savings mainly due to real estate funds;

•  €719 million received by AXA SA due to a loan guarantee under a $1 billion loan agreement;

•  €156 million commitments received by AXA Bank Europe related to foreign exchange and money market activities.

The €1,176 million increase in other commitments received was mainly due to €+719 million received by AXA SA, and €+374 million
ncrease in commitments received by France Life & Savings.

28.2. BREAKDOWN OF COMMITMENTS GIVEN

    December 31,2008   December 31,
2007		   December 31,
2006		  
(in Euro million)   Due in one
year or less		   Due after
one year
through
three years		   Due after
three years
through
five years		   Due after
five years		   TOTAL   TOTAL   TOTAL  
Financing commitments   1,500   -   108   233   1,841   3,151   3,974  
Credit institutions   19   -   96   74   190   934   1,376  
Customers   1,481   -   12   159   1,652   2,217   2,598  
Guarantee commitments   1,473   2,224   163   2,012   5,872   5,353   5,677  
Credit institutions   644   2,050   156   1,744   4,595   3,384   3,020  
Customers   829   174   7   267   1,278   1,969   2,657  
Other   14,501   5,050   1,502   4,658   25,710   25,233   22,795  
Pledged securities and collaterized commitments   12,309   90   51   403   12,854   14,601   15,821  
Letters of credit   70   -   26   446   542   576   673  
Other commitments   2,122   4,959   1,425   3,809   12,314   10,056   6,301  
TOTAL   17,474   7,274   1,773   6,903   33,424   33,737   32,446  

Commitments given totaled €33,424 million at the end of 2008, a decrease of €313 million as compared to the end of 2007.

Financing commitments given totaled €1,841 million at the end of 2008, and consisted of:

•   Financing commitments to customers (€1,652 million), mainly comprising commitments given related to credit lines and overdraft
authorizations granted by AXA Banque to their customers (€805 million), and by AXA Bank Europe in the context of its retail
activities (€530 million).

•   Financing commitments to credit institutions (€190 million), including notably €96 million given to agents by France Property
& Casualty, and €72 million financing commitment given by AXA Japan Life to the Japanese insurance protection fund.

Financing commitments decreased by €1,309 million, including €-761 million in Switzerland Life & Savings and Property &
Casualty following reclassification of financing commitments given to private equity funds to the caption "other commitments"
from 2008 on (€1,083 million as of year-end 2008), a €-403 million decrease in AXA Bank Europe and a €-279 million decrease
in AXA Banque, both related to credit lines and overdrafts authorizations granted to their customers.

Guarantee commitments given totaled €5,872 million at the end of 2008, and consisted of:

•   guarantee commitments given to credit institutions (€4,595 million) including mainly guarantees given by AXA SA
(€4,311 million);

•   guarantees commitments given to customers (€1,278 million) including €1,008 million granted by AXA Banque mainly consisting
in gap guarantees on structured products, given to funds managed by AXA Investment Managers.

Guarantee commitments given increased by €520 million, mainly due to an increase in guarantees given by AXA SA mainly
related to credit lines granted to the Group's entities (€+1,258 million), partly offset by a €593 million decrease in gap guarantees
on structured products given by AXA Banque.

Pledged securities and collaterized commitments given totaled €12,854 million at the end of 2008, and mainly consisted
of:

•  €6,745 million in Japan Life & Savings, including securities given as guarantees for cash deposits received in securities lending
transactions (€5,850 million), securities pledged as part of derivative transactions (€60 million), securities given as guarantees
for short-term security borrowings by Japanese entities (€820 million). Commitments were also received on these products.

•   Securities pledged by AXA Bank Europe to financial institutions in respect of security repurchase agreements
(€3,470 million).

Pledged assets and collaterized commitments given decreased by €1,747 million in 2008 mainly due to a €1,662 million decrease
in Japan, mainly on securities pledged under stock lending transactions.

405

Letters of credit given totaled €542 million at the end of 2008 and were mainly related to the run-off activities of reinsurance
operations (€473 million).

Other commitments given totaled €12,314 million at the end of 2008 and consisted mainly of:

•  €1,796 million commitments given by the German entities relating mainly to future investments in Private equity funds
(€565 million) and a multi tranche loan (€510 million), and a commitment given to "Protektor", the German insurance guarantee
fund (€368 million) in the case of a bankruptcy of the insurance companies.

•  €2,910 million commitments given by France Life & Savings, €599 million given by France Property & Casualty, and €144 million
given by AXA Corporate Solutions Assurance, notably including €2,066 million on Private Equity Funds.

•  €618 million in the United Kingdom Life & Saving, mainly in commitments to AXA Private Equity funds (€501 million) and the
Parallel Ventures (€12 million). These funds are vehicles (partnerships and similar vehicles) that allow exposure to private equity
investments in the United Kingdom, the United States and European markets.

•  €775 million of commitment given by Japan to private equity funds.

•  €1,704 million commitments given by the Switzerland Life & Savings and Property & Casualty, including notably €1,083 million
commitments to private equity funds, and €598 million commitment to building contractors for renovation or new buildings.

•  €319 million in Belgium insurance entities mainly due to commitments to private equity funds.

•  €1,000 million guarantee given by AXA SA to EDF, the French electricity company, as part of a Group life insurance contract.

•  €877 million of unamortized balance on AXA's subordinated debt instruments: AXA issued the following subordinated debt
(i) €1,524 million at 2.5% issued in February 1999 and due in 2014, and (ii) €1,099 million at 3.75% issued in February 2000
and due in 2017. The difference between the issue price and the redemption price (in the event of non-conversion for the debt
maturing in 2017) is amortized over the life of the instrument at the effective interest rate for each debt.

Transfers to the UK with-profits funds

The scheme governing the financial reorganisation of AXA Sun Life in 2001 (the "Scheme") details arrangements under which
assets from the inherited estate, attributed to AXA through the reorganisation, may be transferred on a temporary, or permanent,
basis to the With Profits Funds as required to support the capital requirements of these funds, as determined under the scheme.
In the case of a temporary transfer, assets and related investment income remain attributable to AXA as they will be returned
when they are no longer required to support the capital requirements of the With Profits Funds, under the stringent tests set out
in the scheme.

If all or part of the assets transferred are unlikely to be returned in the foreseeable future (taking into consideration the duration
of the in force With-Profit policies), then the relevant part of the transfer would be designated permanent. Only a permanent
transfer to the With Profits Funds would result in a charge against the profit and loss account. The maximum amount that could be
transferred under the Scheme is capped at the market value of relevant surplus assets in the Non Profit Funds, which is estimated
to be £1,000 million (€1,044 million) as at December 31, 2008. As at December 31, 2008 the transfer to the With-Profits Funds
has a nil value. Under the rules of the Scheme an annual test ("the Test") must be performed at least once in a 12 month period
and may result in an additional transfer. The completion of the Test, based on an effective date of January 1, 2009, may lead to
a transfer but this is not expected to be permanent.

Cross-Shareholding Agreements

AXA has entered into cross-shareholding agreements with BNP Paribas and Schneider which are described hereafter.

Agreement with BNP Paribas

On December 15, 2005, and after authorization by the AXA Supervisory Board on June 29, 2005, the AXA Group and the BNP
Paribas Group entered into an agreement that replaces a prior agreement between them dated September 12, 2001.

The 2005 agreement maintains the provisions of the prior agreement concerning minimal and stable cross-shareholdings. Pursuant
to the agreement, the AXA Group undertakes to hold at least 43,412,598 shares of BNP Paribas and the BNP Paribas Group
undertakes to hold at least 61,587,465 shares of AXA. These amounts are subject to adjustment to reflect the impact of certain
capital transactions, including, but not limited to: capital increases, free allotments of stock, stock splits or similar transactions.

In addition, the agreement includes an option for each party to repurchase its shares in the event of a hostile change of control
of the other party.

In force for a period of five years starting from December 16, 2005, this agreement is renewable automatically for an initial period
of two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate the agreement
earlier, in which case the terminating party is required to give three months notice prior to the next renewal date.

The agreement was made public by the AMF (Autorité des marchés financiers) on December 21, 2005.

Agreement with Schneider

On May 15, 2006, and after authorization by the AXA Supervisory Board on December 21, 2005, the AXA Group, the Mutuelles
AXA and the Schneider Group entered into an agreement that provides for the maintenance of minimal cross-shareholdings. Under

406        2008 ANNUAL REPORT

the terms of this agreement, the AXA Group undertakes to hold at least 2,583,300 shares of Schneider stock and the Schneider
Group undertakes to hold at least 8,816,681 AXA ordinary shares. The number of shares held under this cross-shareholding
agreement will be adjusted as needed to reflect the impact of certain capital transactions, including, but not limited to: capital
increases, free allotments of stock, stock splits or similar transactions.

In addition, the agreement includes an option for each party to repurchase its shares in the event of a hostile change of control
of the other party.

In force for a period of one year from the date of signature, this agreement is renewable automatically for successive periods of
one year thereafter, unless one of the parties decides to terminate beforehand, in which case the terminating party is required to
give three months notice prior to the next renewal date.

The agreement was made public by the AMF (Autorité des marchés financiers) on May 31, 2006.

Commitments towards some Group employees

In addition to other employment-related obligations, various AXA subsidiaries are required to indemnify their employees against
certain liabilities and costs that they may incur from time to time in performing activities within the scope of their employment
duties. These activities may include, for example, service as a director, officer, agent, general partner, or in a similar capacity for
(i) an AXA Group company other than the employee's principal employer or (ii) a company outside the AXA Group where service
is at the request of (or for the benefit of) the Group (e.g. joint ventures, partnerships, or special-purpose investment companies
or funds). The potential amount of compensation relating to commitments covered by these obligations cannot be evaluated
with any certainty.

Supports provided without having a contractual or constructive obligation to do so

The Group did not provide any material support without having a constructive obligation to do so to non consolidated entities
during the period.

28.3. OTHER ITEMS: RESTRICTION ON DIVIDEND PAYMENTS TO
SHAREHOLDERS

Some AXA subsidiaries, principally insurance companies, are subject to restrictions on the amount of funds they may transfer in
the form of cash dividends or otherwise.

In most cases, the amounts available for distribution from AXA's insurance subsidiaries are limited to net income for the year
and retained earnings calculated in accordance with the accounting policies used by the subsidiaries to prepare their financial
statements. Further restrictions may be imposed by the local insurance regulators in countries where AXA operates. In some
cases, amounts available for distribution are also subject to regulatory capital adequacy tests or the approval of an independent
actuary, or subject to individual provisions contained in a company's by-laws.

In accordance with European Union directives, insurance companies with their registered office in a European Union member
country are required to maintain minimum solvency ratios which must be supported by capital, retained earnings and reserves
and unrealized capital gains on marketable securities and real estate as reported in regulatory filings or subject to approval by
local regulators in some countries. AXA's insurance operations in countries outside the European Union are also subject to local
capital adequacy and solvency margin regulations. At December 31, 2008, AXA's subsidiaries complied with the applicable
solvency and capital adequacy requirements.

In addition, the currency hedges used by AXA to manage foreign exchange rate risk may significantly impact the statutory results
(parent only) of the Company and the amounts available for distribution as dividends to its shareholders because unrealized
exchange rate gains and losses under these derivatives are recognized in the Company's income statement.

407

NOTE 29 > FEES PAID TO STATUTORY AUDITORS

29.1 STATUTORY AUDITORS

Incubent auditors

PricewaterhouseCoopers Audit:

63, rue de Villiers - 92208 Neuilly-sur-Seine, represented by Messrs. Yves Nicolas and Eric Dupont, first appointed on February
28,1989. The current appointment is for a term of 6 years, until the annual General Meeting of the shareholders called to approve
the financial statements for the fiscal year 2011.

Membership in a professional body:

PricewaterhouseCoopers Audit is registered as an independent auditor with the Compagnie Régionale des Commissaires aux
Comptes de Versailles.

Mazars:

Exaltis — 61, rue Henri Régnault - 92075 Paris-La Défense Cedex, represented by Messrs. Patrick de Cambourg and Jean-Claude
Pauly, first appointed on June 8, 1994. The current appointment is for a term of 6 years, until the annual General Meeting of the
shareholders called to approve the financial statements for the fiscal year 2009.

Membership in a professional body:

Mazars is registered as an independent auditor with the Compagnie Régionale des Commissaires aux Comptes de Versailles.

Alternate auditors

Mr. Patrick Frotiée: 63, rue de Villiers - 92208 Neuilly-sur-Seine, first appointed on May 17, 1995. The current appointment is
for a period of 6 years, until the annual General Meeting of the shareholders called to approve the financial statements for the
fiscal year 2011.

Mr. Jean Louis Simon: Exaltis - 61, rue Henri Régnault - 92075 Paris-La Défense Cedex - 75012 Paris, first appointed on
April 21, 2004. The current appointment is for a period of 6 years, until the annual General Meeting of the shareholders called to
approve the financial statements for the fiscal year 2009.

29.2. FEES PAID TO STATUTORY AUDITORS

Pursuant to Article 222-8 of the AMF General Regulations, the table below shows the fee amounts paid by AXA to each of the
statutory auditors in charge of auditing the Group's financial statements, distinguishing between the fees for, on the one hand,
the legal mission of statutory auditors of the statements, as well as the diligence directly related to them, and, on the other hand,
for other services.

    PricewaterhouseCoopers   Mazars  
    Amount (before VAT)   %   Amount (before VAT)   %  
(in Euro thousand)   2008   2007   2008   2007   2008   2007   2008   2007  
Audit                                  
Statutory audit and certification
of local and consolidated financial
statements		   41,277   43,951   82%   82%   8,202   7,160   96%   91%  
Parent company   3,479   3,274   7%   6%   600   577   7%   7%  
Fully consolidated subsidiaries   37,858   40,737   75%   76%   7,602   6,589   89%   84%  
Other specific audit assignment   4,486   4,687   9%   9%   247   296   3%   4%  
Parent company   209   326   -   1%   -   -   -   -  
Fully consolidated subsidiaries   4,277   4,361   8%   8%   247   296   3%   4%  
Sub-total   45,763   48,638   90%   91%   8,449   7,455   98%   95%  
Other services                                  
Legal, tax and employment consulting   4,405   4,796   9%   9%   84   52   1%   1%  
Other(a)   413   291   1%   1%   50   330   1%   4%  
Sub-total   4,818   5,087   10%   9%   134   382   2%   5%  
Total   50,581   53,725   100%   100%   8,584   7,837   100%   100%  
Affiliated Companies/Mutual funds   10,439   10,589           1,354   1,297          
Total   61,020   64,314           9,937   9,134          

(a) Including Technology, IT systems consulting and other internal services.

408

2008 ANNUAL REPORT

NOTE 30 > LITIGATION

30.1. MATTERS DIRECTLY CONCERNING AXA SA

AXA SA is involved in lawsuits (both class actions and individual litigations), investigations, and other actions arising in the various
jurisdictions where it does business, including the following:

In 2007, AXA SA completed the squeeze-out of the minority shareholders at two German subsidiaries, AXA Konzern AG ("AKAG")
and Kôlnische Verwaltungs-AG fur Versicherungswerte ("KVAG"). Following the effective date of these squeeze outs in July 2007,
certain former AKAG and KVAG shareholders brought an action in Germany alleging that the cash compensation offered by
AXA SA was not adequate. Management believes that these claims are without merit and intends to vigorously defend them.
Management also believes that these judicial proceedings are likely to continue for several years before they are definitively
resolved due to the complexities, procedural and otherwise, of the matter.

30.2. MATTERS CONCERNING AXA SUBSIDIARIES

In addition, several AXA subsidiaries are involved in lawsuits (both class action and individual), investigations, and other actions
arising in the various jurisdictions where they do business, including the following:

30.2.1. United States Matters

In the United States, AXA's U.S. subsidiaries are involved in a number of lawsuits, investigations and other actions in various states
and jurisdictions where they do business. A detailed description of these matters involving AXA Financial, Inc. and its subsidiaries
(including AXA Equitable Life Insurance Company and AllianceBernstein) is included in the annual reports on Form 10-K for the
year ended December 31, 2008, respectively, of AXA Financial, Inc. (SEC file no. 1-11166), AXA Equitable Life Insurance Company
(SEC file no. 0-25280) and AllianceBernstein (SEC file no. 001-09818) filed with the SEC (collectively, the "Subsidiary SEC Reports").
While not incorporated by reference herein, the Subsidiary SEC Reports are publicly available and management encourages
readers of the financial statement to consult the Subsidiary SEC Reports for a full description of all the various litigations and
related matters in which these subsidiaries are involved. Copies of the Subsidiary SEC Reports can be obtained through the
SEC's EDGAR system (www.sec.gov).

Among the matters discussed in the Subsidiary SEC Reports are the following:

AXA Financial and AXA Equitable Matters

A number of lawsuits have been filed against insurers in the United States involving insurers' sales practices, alleged agents
misconduct or misrepresentation, alleged failure to properly supervise agents, compensation of intermediaries and numerous
other matters. Some of these actions have resulted in the award of substantial judgments against insurers (including material
amounts of punitive damages) or in substantial settlements. In certain jurisdictions, juries have substantial discretion in awarding
punitive damages.

AXA Equitable and certain of its subsidiaries, like other life and health insurers in the US, are involved in these types of litigations
as well as in a wide variety of other matters including the following:

•  A putative class action entitled Stefanie Hirt, et al. v. The Equitable Retirement Plan for Employees, Managers and Agents, et
al., was filed in August 2001 in the District Court for the Southern District of New-York against The Equitable Retirement Plan
for Employees, Managers and Agents (the "Retirement Plan") and The Officers Committee on Benefit Plans of AXA Equitable
Life Insurance Company, as Plan Administrator. The action was brought by participants in the Retirement Plan who alleged
that a change effective January 1989 in the pension benefit formula from a final average pay formula to a cash balance formula
violates the Employee Retirement Income Security Act of 1974 ("ERISA"). In July 2008, the Court of Appeals for the 2nd Circuit
affirmed a lower court decision in favor of defendants holding that the cash balance plan does not violate the age discrimination
provisions of ERISA and that plaintiffs' claims also were barred by the statute of limitations. In September 2008, the Court of
Appeals denied plaintiffs' motion for rehearing and the time for plaintiffs to make an appeal to the United State Supreme Court
has expired.

•   In June 2006, AXA Equitable received a demand for arbitration from Centre Life Insurance Company ("Centre Life") seeking to
rescind the 100% quota share reinsurance agreement, effective July 1, 2000, between Centre Life and AXA Equitable, under
which Centre Life reinsures portions of AXA Equitable's individual disability income insurance business. Centre Life alleged
that AXA Equitable provided it with inaccurate and incomplete data upon which Centre Life relied in order to establish the
reinsurance premium paid by AXA Equitable as consideration in the transaction and sought $207.2 million in damages plus
statutory interest and attorneys' fees. In September 2008 the arbitration panel awarded Centre Life a total of $21 million. Certain
ancillary business expense claims and a counterclaim filed by AXA Equitable, which were not adjudicated in the hearing by
agreement of the parties, were settled following the arbitration.

•  AXA Equitable and/or AXA Advisors LLC is currently the subject of four putative class actions filed between July 2006 and
September 2007 in Federal court alleging certain wage and hour violations with regard to certain sales personnel. Each of the
cases seeks substantially the same relief under essentially the same theories of recovery: violation of the Fair Labor Standards

409

Act for failure to pay minimum wage and overtime and violation of similar provisions under state labor laws in the respective
states. In September 2007, the parties agreed to consolidate in the Northern District of California all four pending actions:
Meola v. AXA Advisors and AXA Equitable; Lennon v. AXA Advisors, et al.; Bolea v. AXA Advisors, LLC and AXA Equitable, et.
al.; and Dhruv v. AXA Advisors, LLC, et al. Plaintiffs seek compensatory damages, restitution of all wages improperly withheld
or deducted, punitive damages, penalties, and attorneys' fees. In February 2009, the parties filed a motion for preliminary
approval of a proposed settlement agreement with the Court. In March 2009, the Court preliminarily denied without prejudice
the parties' motion for preliminary approval of the proposed settlement. The Court requested that the parties re-file the motion
revising certain portions of the notices by the end of March 2009.

•  A putative class action entitled Eagan, et al. v. AXA Equitable Life Insurance Company was filed in the District Court for the
Central District of California in December 2006 against AXA Equitable as plan sponsor and fiduciary for an ERISA retiree health
plan. The action was brought by two plan participants on behalf of all past and present employees and agents who received
retiree medical benefits from AXA Equitable at any time after January 1, 2004, or who will receive such benefits in 2006 or later,
excluding certain retired agents. Plaintiffs allege that (a) AXA Equitable's adoption of a revised version of its retiree health plan in
1993 (the "1993 Plan") was not authorized or effective, (b) that AXA Equitable has therefore breached the retiree health plan by
imposing the terms of the 1993 Plan on plaintiffs and other retirees, (c) even if the 1993 Plan is controlling, AXA Equitable has
violated the terms of the retiree health plan by imposing health care costs and coverage on plaintiffs and other retirees that are
not authorized under the 1993 Plan, and (d) AXA Equitable breached fiduciary duties owed to plaintiffs and retirees by allegedly
misrepresenting and failing to disclose information to them. The plaintiffs seek compensatory damages, restitution and injunctive
relief prohibiting AXA Equitable from violating the terms of the applicable plan, together with interest and attorneys' fees. The
original trial date of May 2009 has been stayed, and the court has not set a new trial date. In January 2009, AXA Equitable filed
a motion to dismiss the complaint for lack of subject matter jurisdiction. In February 2009, the court denied AXA Equitable's
motion to dismiss the complaint.

AllianceBernstein Matters

On December 18, 2003, AllianceBernstein settled with the SEC and the Office of the New York State Attorney General ("NYAG")
regarding their investigations into trading practices in the shares of certain mutual funds sponsored by AllianceBernstein. In
connection with this settlement, AllianceBernstein established a $250 million restitution fund to compensate fund shareholders for
the adverse effect of market timing (the "Restitution Fund"). During 2008 an Independent Distribution Consultant ("IDC") retained
by AllianceBernstein to develop a plan for the distribution of the Restitution Fund confirmed that the Restitution Fund was sufficient
to compensate for the harm to mutual fund shareholders from market timing activities and the SEC approved the IDC's distribution
plan on May 15, 2008. The IDC is expected to begin distributing payments from the Restitution Fund in February 2009.

In addition to the matters set forth above, AXA Financial, AXA Equitable and AllianceBernstein, as well as certain of AXA's other
U.S. subsidiaries, are involved in various other types of lawsuits (both class action and individual), regulatory inquiries, investigations
or actions, including in connection with the ownership and/or management of real estate, asset management activities, corporate
transactions, employee benefit disputes, alleged discrimination in employment practices, as well as other matters. For additional
details on these matters, please see the Subsidiary SEC Reports.

30.2.2. Other Subsidiary Litigations

Philips Litigation

From 1998 through 2001, subsidiaries of AXA, along with a syndicate of other insurers, participated in the Philips worldwide
liability program (the "Policy") providing certain insurance covers for Philips N.V. ("Philips") and its subsidiaries on a worldwide
basis. Thompson Hayward Agriculture & Nutrition LLC ("THAN"), an indirect U.S. subsidiary of Philips, made a claim under the
Policy in respect of asbestos-related claims resulting from its distribution of raw asbestos fiber from 1961 to 1980. The insurers
sought to void the policy on grounds that Philips had failed to disclose material information concerning THAN and its business
during subscription and underwriting of the Policy. Following litigation initiated in the Netherlands and United States, the parties
reached a settlement in June 2008. The settlement had no material impact on the Company's consolidated financial position
or results of operations.

RBS Warranty Claim

The Royal Bank of Scotland Group Plc ("RBS") filed a lawsuit against Winterthur (UK) Holdings Limited and Winterthur Swiss
Insurance Company (together "Winterthur") on September 29, 2005 claiming breach of warranty and misrepresentation in
connection with Winterthur's 2003 sale of Churchill Insurance Group Plc to RBS. The parties concluded a settlement of this
litigation in 2008 which had no material impact on the Company's consolidated financial position or results of operations.

In addition to the matters described above, AXA and certain of its subsidiaries are involved in various legal actions and proceedings
arising out of transactions involving the acquisition or sale of businesses or assets, mergers or other business combination
transactions, the establishment or dissolution of joint ventures or other partnerships, public exchange or tender offers, buy-outs
of minority interests or similar types of transactions ("M&A Transactions"). In connection with M&A Transactions, AXA and its
subsidiaries from time to time:

•  are involved in legal actions or other claims brought by purchasers, joint venture partners, shareholders or other transaction
parties asserting claims for damages on various theories (including misrepresentation, failure to disclose material information,
failure to perform contractual duties, breach of fiduciary duties), seeking contractual indemnification, or otherwise seeking to
impose liability on AXA and/or its subsidiaries, and/or;

410        2008 ANNUAL REPORT

• benefit from contractual rights to indemnification from third party sellers or other transaction counterparties that are designed to
protect the Group against existing or potential future litigation exposures or other types of contingent liabilities of the acquired
businesses or assets. These indemnities generally constitute unsecured obligations of the indemnifying party and, consequently
their value may be substantially impaired or rendered worthless in the event of the bankruptcy or insolvency of the indemnifying
party.

AXA and its subsidiaries are also involved in various legal actions and proceedings of a character normally incident to their
business including claims litigation arising in connection with the Group's insurance business.

In addition to litigation risks of the type described above, AXA and its subsidiaries are subject to comprehensive regulation in the
various jurisdictions where they do business. In this context, AXA and its subsidiaries are subject, from time to time, to examinations,
nvestigations, enforcement proceedings and other actions by regulatory and law enforcement authorities (involving civil and/or
penal matters) as well as to proposed changes in law and/or regulation that may significantly impact their business and results of
operations. For additional information on these matters as well as other risks and contingent liabilities affecting the Group and its
business, please see "Additional factors that may affect AXA's Business" in Part II of this Annual Report, "Risk Factors" in Part IV
of this Annual Report and Note 28 to the Group's Consolidated Financial Statements in Part V of this Annual Report.

Some of the litigations described above have been brought on behalf of various alleged classes of claimants, and certain of the
claimants in these actions seek significant or unspecified amounts of damages, including punitive damages. In some jurisdictions,
juries have substantial discretion in awarding punitive damages.

Although the outcome of any lawsuit cannot be predicted with certainty, particularly in the early stages of an action, management
believes that the ultimate resolution of the matters described above should not have a material adverse effect on the consolidated
financial position of AXA, taken as a whole. However, due to the nature of such lawsuits and investigations and the frequency
of large damage awards in certain jurisdictions (particularly the United States) that bear little or no relation to actual economic
damages incurred by plaintiffs, AXA's management cannot make an estimate of loss, if any, or predict whether or not these
matters will have a material adverse effect on the AXA's consolidated results of operations in any particular period.

411

NOTE 31 > SUBSEQUENT EVENTS

In January 2009, AXA restructured its equity hedging program in order to lock in the positive mark-to-market impact resulting
from the strong drop in equity markets and unwound €11 billion out of the first €14 billion tranche and the full €9 billion second
tranche. This resulted in a €46 million gain net of tax on the mark-to-market since December 31, 2008. As of mid-march 2009,
AXA's remaining position consists of €250 million put spreads financed by the sale of call options on FTSE 100 and €2.5 billion
put spreads on Eurostoxx 50 both maturing in March 2010.

In connection with AllianceBernstein s acquisition of the business of Sanford C. Bernstein Inc. in 2000, AXA Financial Inc.
entered into a purchase agreement under which certain former shareholders of Sanford C. Bernstein have the right to sell ("Put")
to AXA Financial, subject to certain restrictions set forth in the agreement, limited partnership interests in AllianceBernstein LP.
("AllianceBernstein Units") issued at the time of the acquisition.
As of the end of 2008, AXA Financial, either directly or indirectly through wholly owned subsidiaries, had acquired a total of
32.7 million AllianceBernstein units for an aggregate market price of $1,631 million through several purchases made pursuant to
the Put. At December 31, 2008, AXA's ownership in AllianceBernstein L.P was approximately 62.4%.
On January 6, 2009, the purchase of the last tranche of 8.16 million AllianceBernstein Units was completed for a total price of
approximately $150 million pursuant to the final installment of the Put, increasing the ownership of AXA in AllianceBernstein L.P.
by approximately 3% to 65.4%.

The financial impact for AXA of the Klaus storm in France and Spain in early 2009 is expected to be approximately €-0.2 billion
before tax.

On March 17, 2009, AXA announced that it will subscribe for its share (approximately 53.1%) to the AUD660 million capital
increase1 of AXA Asia Pacific Holdings (AXA APH), corresponding to an amount of approximately €178 million for AXA SA.
This operation has (i) no impact on the Group's Solvency I ratio and (ii) no material impact on AXA SA's liquidity position, because
AXA APH will use a portion of the proceeds from this capital increase to repay approximately €107 million of outstanding debt
to AXA SA.

(1) The total capital increase of AXA APH could reach up to approximately AUD890 million, depending upon market conditions. In that case, AXA APH will
reimburse a higher amount of outstanding debt to AXA SA.

412        2008 ANNUAL REPORT

PricewaterhouseCoopers Audit                                                                                                                                  MAZARS

63 rue de Villiers                                                                                                                                          61 rue Henri Régnault

92208 Neuilly-sur-Seine cedex                                                                                                                          92400 Courbevoie

Statutory auditors' report on the consolidated financial statements
For the year ended December 31, 2008

This is a free translation into English of the statutory auditors' report issued in French and is provided solely for the convenience
of English speaking users. The statutory auditors' report includes information specifically required by French law in such
reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and
includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters.
These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements
taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of
the consolidated financial statements.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.

To the Shareholders of AXA SA
25, Avenue Matignon
75008 Paris

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended
December 31, 2008, on:

•   the audit of the accompanying consolidated financial statements of AXA SA, as attached to the present report;

•   the justification of our assessments;

•   the specific verification required by law.

These consolidated financial statements have been approved by the Management Board. Our role is to express an opinion on
these consolidated financial statements based on our audit.

I - Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts
and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the
consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial
position of the Group as at December 31, 2008 and of the results of its operations for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union.

II - Justification of our assessments

The financial crisis has gradually taken hold of the real economy with wide-ranging consequences for companies, notably in terms
of business activity and financial balance. Very high volatility of active financial markets, infrequency of transactions on inactive
financial markets as well as the lack of visibility on the business outlook have created specific conditions for the preparation of
financial statements this year, and especially for accounting estimates required by the applicable accounting principles. In this
context and in accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating
to the justification of our assessments, we bring to your attention the following matters:

•  Your company details in Notes 1.7.2, 4.3 and 9.9 of the notes to the consolidated financial statements the valuation methods it
applies to financial assets. We have assessed the appropriateness of the process of the financial assets valuation, as well as
of the information disclosed in the above mentioned notes.

•   Certain consolidated balance sheet items that are specific to insurance and reinsurance business are estimated on the basis of
statistical and actuarial data, such as actuarial reserves, deferred acquisition costs and their amortization, the value of business
in force and future policyholders' benefits. The methods and assumptions used to calculate the carrying values of these items
are described in Notes 1.13, 1.6.4 and 1.6.2 of the notes to the consolidated financial statements. We have assessed the
reasonableness of the assumptions used to calculate these values, particularly with respect to the Group's experience and its
regulatory and economic environments. We also assessed the overall consistency of these assumptions.

•  The carrying values of purchase goodwill are tested at each closing for recoverability using the methods described in Note 1.6.1
and 5.2.2 to the consolidated financial statements. We have assessed whether the valuation approaches used rely on assumptions
that are consistent with the forecasts that emerge from the strategic plans established by the Group.

413

•   Deferred tax assets and liabilities are recorded and measured using the methods described in Note 1.16.1 of the notes to
the consolidated financial statements. We have verified that the valuation methods used take into account the nature of tax
differences, business plans established by the Group and, when accounting policies permit, its intentions.

•   Derivatives and hedging activities are recognized in accordance with the methods and procedures described in Note 1.9 to
the consolidated financial statements. We have assessed whether the hedging activities that abide by hedge accounting in
accordance with hedge accounting rules have been duly documented, and whether this documentation includes an explanation
of the hedging relationship, its efficiency and the Group's objective in terms of risk management and hedging strategy.

These assessments were made in the context of our audit of the consolidated financial statements taken as a whole, and therefore
contributed to the opinion we formed which is expressed in the first part of this report.

Ill - Specific verification

As required by law we have also verified the information given in the Group's management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Courbevoie, March 26, 2009

The statutory Auditors

PricewaterhouseCoopers Audit                                                                      Mazars

Yves Nicolas - Eric Dupont                                             Patrick de Cambourg - Jean-Claude Pauly

414        2008 ANNUAL REPORT

PART VI

CERTAIN ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION      
Memorandum and Articles of Association   416  
Objects and purposes   416  
Management Board and Supervisory Board members   416  
DESCRIPTION OF AXA’S CAPITAL STOCK      
Transactions involving AXA’s registered share capital   418  
Changes in share capital   419  
Dividends   420  
Form, holding and transfer of securities   420  
Disclosure requirements when holdings exceed specifed thresholds   421  
Voting rights   421  
Liquidation rights   422  
Shareholders’ meetings   422  
Modifcation of shareholder rights   422  
Anti-takeover provisions   423  
Convertible/exchangeable bonds   423  
AXA’s AMERICAN DEPOSITARY SHARES (“ADSs”)      
AND AMERICAN DEPOSITARY RECEIPTS (“ADRs”)      
Material contracts   424  
Exchange controls and other limitations affecting foreign security holders   424  
Taxation   425  
French taxation of dividends   426  
French taxation on sale or redemption of AXA ordinary shares or ADRs   428  
French transfer tax   428  
French estate, gift and wealth taxes   428  
Material U.S. federal income tax considerations for U.S. Holders   428  

415

MEMORANDUM AND ARTICLES OF ASSOCIATION

We summarize below certain material provisions of applicable French law and of our memorandum and articles of association
(“statuts”). You may obtain copies of our statuts in French from the Greffe of the Paris Trade and Companies Register (Registre
du Commerce et des Sociétés).

MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company is a holding company organized under the laws of France as a Société Anonyme (SA) (a form of limited liability
company), with a Supervisory Board and a Management Board. The Company’s principal office is located at 25, avenue Matignon,
75008 Paris, France and AXA is registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés)
under number 572 093 920.

OBjECTS AND PURPOSES

Under Article 3 of its statuts AXA’s corporate purpose is generally to:

•  hold equity interests whatever their forms in any French or foreign companies or businesses, including insurance companies
or businesses,

•  acquire, manage and sell all listed or unlisted shares or securities, including all real and movable property, as well as all rights,
listed or unlisted stock, and movable property related to said assets, and

•  perform any and all industrial, commercial, financial, real estate or movable property transactions, directly or indirectly related
to any of the foregoing.

MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS

In addition to French law provisions, AXA’s statuts and the Supervisory Board’s Rules of Procedure include a number of specifc
provisions concerning members of the Supervisory Board and Management Board, including the following:

Compensation

Upon the proposal of the Compensation Committee, the Supervisory Board approves the amount and terms of compensation
for each of the members of the Management Board. Members of the Supervisory Board receive a fxed directors’ annual fee,
the overall amount of which is determined by the shareholders at their Annual Meeting and apportioned by the Supervisory
Board among its members. The Supervisory Board also may authorize that its members be compensated for the performance
of special tasks or assignments in accordance with the provisions of French company law. In addition to directors’ fees, the
Supervisory Board may decide to grant compensation to its Chairman and Vice-Chairman. Any Supervisory Board’s decision to
award such compensation requires approval of the Supervisory Board (majority vote) at a duly convened meeting where at least
half the members are present. For further information please see Part III “Corporate governance, executive compensation, major
shareholders and related matters” of this Annual Report.

Retirement

Any member of the Management Board who, during a fiscal year, reaches the age of sixty-five while in office is automatically
deemed to have resigned at the end of that fiscal year unless the Supervisory Board chooses to extend his/her term of office for
up to a maximum of three years.

Under the Company’s statuts the age limit for members of the Supervisory Board is seventy. Notwithstanding the foregoing,
members of the Supervisory Board who have exceeded this age limit can be appointed by the shareholders for a two-year period,
renewable once. In any case, however, the number of Supervisory Board members who have exceeded the age of seventy cannot
represent more than one third of the active members of the Supervisory Board.

Shareholding

Article 10 A-2 of AXA’s statuts provides that each member of the Supervisory Board must own at least 100 AXA ordinary shares
during his/her or her term of office.

416 2008 ANNUAL REPORT

Neither French law nor AXA’s statuts require members of the Management Board to be shareholders of the Company. However, the
Supervisory Board, acting on the recommendation of its Compensation Committee, has adopted guidelines for share ownership
applicable to members of the Management Board. These guidelines provide that each member of the Management Board must
hold during the entire duration of his/her functions on the Management Board, a number of AXA shares having a minimum value
defned as set forth: (i) the Chairman of the Management Board is required to hold the equivalent of his total cash compensation
received for the prior fiscal year (fxed salary plus variable compensation) multiplied by three, and (ii) the other Management Board
members are required to hold the equivalent of their total cash compensation received for the prior fiscal year (fxed salary plus
variable compensation) multiplied by two. Each Management Board member must comply with this requirement within a period
of 5 years commencing on the later of (i) January 1, 2007, and (ii) the date of his/her first appointment to Management Board.

For additional information concerning the respective powers of the Management and Supervisory Boards, please see Part III
“Corporate governance, executive compensation, major shareholders and related matters” of this Annual Report.

417

DESCRIPTION OF AXA’S CAPITAL STOCK

TRANSACTIONS INVOLVING AXA’S REGISTERED SHARE CAPITAL

As of December 31, 2008, AXA had 2,089,158,169 ordinary shares outstanding, each with a par value of €2.29. All these ordinary
shares were fully paid and non assessable and began earning dividends on January 1, 2008. The following table sets forth changes
in the number of outstanding ordinary shares from December 31, 2005 to December 31, 2008:

Date Transaction   Number of shares
issued or cancelled		   Issue or merger
premium (in €)		   Number of shares a
fter the transaction		   Amount of share capital
after the transaction (in €)		  
2006 share capital reduction (through the cancellation of shares) following
the merger of FINAXA into AXA		   – 337,490,816   – 5,379,990,858   1,869,195,640   4,280,458,016  
Exercise of stock options   2,021,262   18,942,856   1,871,216,902   4,285,086,706  
Exercise of stock subscription warrants   4,780   64,773   1,871,221,682   4,285,097,652  
Conversions of bonds   383,322   4,781,199   1,871,605,004   4,285,975,459  
Exercise of stock options   342,060   4,372,946   1,871,947,064   4,286,758,777  
Exercise of stock subscription warrants   14,525   152,438   1,871,961,589   4,286,792,039  
Conversions of bonds   6,749   84,135   1,871,968,338   4,286,807,494  
Exercise of stock options   1,814,067   24,155,528   1,873,782,405   4,290,961,707  
Exercise of stock subscription warrants   19,634   258,328   1,873,802,039   4,291,006,669  
Conversions of bonds   11,826   147,538   1,873,813,865   4,291,033,751  
Exercise of stock subscription warrants   1,326   11,714   1,873,815,191   4,291,036,787  
Exercise of stock options   239,089   3,073,711   1,874,054,280   4,291,584,301  
Exercise of stock options   303,146   2,981,361   1,874,357,426   4,292,278,506  
Exercise of stock subscription warrants   6,120   86,465   1,874,363,546   4,292,292,520  
Conversions of bonds   29,532   1,133,918   1,874,393,078   4,292,360,149  
share capital increase in connection with the acquisition of Winterthur   208,265,897   3,613,841,064   2,082,658,975   4,769,289,053  
Exercise of stock subscription warrants   353,546   6,484,188   2,083,012,521   4,770,098,673  
Exercise of stock options   2,846,266   43,083,028   2,085,858,787   4,776,616,622  
Exercise of stock subscription warrants   3,953   47,259   2,085,862,740   4,776,625,675  
share capital reduction by cancellation of shares   – 11,273,270   – 279,268,697   2,074,589,470   4,750,809,886  
New equity issue reserved for employees of AXA (sharePlan 2006)   15,472,458   339,536,543   2,090,061,928   4,786,241,815  
Exercise of stock options   2,806,976   34,374,263   2,092,868,904   4,792,669,790  
Exercise of stock subscription warrants   19,352   282,006   2,092,888,256   4,792,714,106  
Conversions of bonds   58   2,184   2,092,888,314   4,792,714,239  
2007 Exercise of stock options   607,008   11,581,463   2,093,495,322   4,794,104,287  
Exercise of stock subscription warrants   12,371   164,220   2,093,507,693   4,794,132,617  
Conversions of bonds   36,688   1,374,419   2,093,544,381   4,794,216,632  
Exercise of stock options   3,875,494   57,905,093   2,097,419,875   4,803,091,514  
Exercise of stock subscription warrants   29,340   366,052   2,097,449,215   4,803,158,702  
Conversions of bonds   4   156   2,097,449,219   4,803,158,712  
Exercise of stock options   1,608,041   23,764,903   2,099,057,260   4,806,841,125  
Exercise of stock subscription warrants   578,880   5,081,670   2,099,636,140   4,808,166,761  
New equity issue reserved for employees of AXA (sharePlan 2007)   22,088,600   501,196,189   2,121,724,740   4,858,749,655  
share capital reduction by cancellation of shares   – 63,103,647   – 1,754,535,072   2,058,621,093   4,714,242,303  
Exercise of stock options   2,118,017   32,372,471   2,060,739,110   4,719,092,562  
Exercise of stock subscription warrants   13,718   250,991   2,060,752,828   4,719,123,976  
Conversions of bonds   664   24,959   2,060,753,492   4,719,125,497  

418 2008 ANNUAL REPORT

Date   Transaction   Number of shares
issued or cancelled		   Issue or merger
premium (in €)		   Number of shares
after the transaction		   Amount of share
capital after
the transaction (in €)		  
2008   Exercise of stock options   2,697,087   51,485,070   2,063,450,579   4,725,301,826  
    Exercise of stock subscription warrants   4,748   83,421   2,063,455,327   4,725,312,699  
    Conversions of bonds   208   7,799   2,063,455,535   4,725,313,175  
    Exercise of stock options   351,108   4,334,094   2,063,806,643   4,726,117,212  
    Exercise of stock subscription warrants   568,615   7,455,742   2,064,375,258   4,727,419,341  
    New equity issue reserved for employees of AXA (sharePlan 2008)   24,735,608   403,190,812   2,089,110,866   4,784,063,883  
31/12/2008   Exercise of stock options   47,303   399,237   2,089,158,169   4,784,172,207  

CHANGES IN SHARE CAPITAL

Capital increase

Pursuant to the statuts of AXA and French law and subject to the exceptions described below, the share capital of AXA may be
increased only with the approval of two-thirds of the shareholders present or represented by proxy voting together as a single
class at an extraordinary general meeting.

Increases in AXA’s share capital may be affected by the issuance of additional ordinary shares which may be:

•  for cash;

•  in satisfaction of indebtedness incurred by AXA;

•  for assets contributed to AXA in kind;

•  by capitalization of existing reserves, profts or premiums;

•  upon conversion, exchange or repayment of securities giving access to shares through AXA shares;

•  upon the exercise of share warrants or other similar securities consisting of rights to subscribe for ordinary shares, such as
stock options; or

•  in place of a cash dividend.

The increase in share capital effected by capitalization of reserves, profts or premiums, requires a simple majority of the votes
cast at an extraordinary meeting of shareholders. In the case of an increase in share capital in connection with the payment of a
stock dividend (instead of a cash dividend), the voting and quorum procedures of an ordinary meeting of shareholders apply.

The extraordinary meeting of shareholders may delegate to the Management Board the right to carry out any increase in share
capital. The Management Board may further sub-delegate this right to AXA’s Chairman of the Management Board.

Capital reduction

As provided in the French Commercial Code, AXA’s share capital may generally be reduced only with the approval of two-thirds
of the shareholders present or represented by proxy voting together as a single class at an extraordinary shareholders’ meeting.
The number of shares may be reduced in the event that AXA either exchanges or repurchases and cancels shares. As a general
matter, reductions of capital occur pro-rata among all shareholders, except (i) in the case of a share repurchase program, or a
public tender offer to repurchase shares (“offre publique de rachat d’actions” (OPRA)), where such a reduction occurs pro-rata only
among tendering shareholders; and (ii) in the case where all shareholders unanimously consent to a non pro-rata reduction. AXA
may not repurchase more than 10% of its share capital within 18 months from the date of the shareholders’ meeting authorizing a
shares repurchase program. In addition, AXA may not cancel more than 10% of its outstanding share capital over any 24-month
period and may not hold more than 10% of its share capital in self-held shares and shares owned by subsidiaries.

Self-held shares must be fully paid and held by AXA in registered form, except the shares bought under a share repurchase
program. Self-held shares are deemed outstanding under French law but are not entitled to dividends, voting rights or preemptive
rights.

Cross shareholdings and holding of AXA shares by AXA subsidiaries

With the exception of treasury shares that may be held by subsidiaries but which are non-voting, French law prohibits a company
from holding AXA shares if AXA holds more than 10% of that company’s share capital. French law also prohibits AXA from owning
any interest in a French company holding more than 10% of AXA’s share capital. In the event of a cross-shareholding that violates
this rule, the Company owning the smaller percentage of shares in the other company must sell its interests. Until sold, these shares
are not entitled to voting rights. Failure to sell the shares held in violation of this rule is a criminal offence under French law.

419

Preemptive rights

Under French law, shareholders have preemptive rights to subscribe, on a pro-rata basis, for additional securities or other
securities giving a right, directly or indirectly, to equity securities issued by AXA for cash. During the subscription period relating
to a particular offering of shares, shareholders may transfer preferential subscription rights that they have not previously waived.
In order to issue additional ordinary shares without preemptive rights, beyond issuances already approved or authorized by AXA
shareholders, AXA must obtain the approval of its shareholders, together in an extraordinary meeting of AXA shareholders, and
voting following a two-thirds majority of the voting rights.

DIVIDENDS

AXA may distribute dividends to its shareholders from net income in each fiscal year after deductions for depreciation and
provisions, as increased or reduced by any proft or loss carried forward from prior years, and as reduced by the legal reserve
fund allocation described below.

Under French law, AXA is required to allocate 5% of its net income in each fiscal year, after reduction for losses carried forward
from previous years, if any, to a legal reserve fund until the amount in that fund equals 10% of the nominal amount of its share
capital. The legal reserve is distributable only upon AXA’s liquidation.

Upon proposal by AXA’s Management Board and subject to prior approval by the Supervisory Board, the shareholders of AXA
may decide to allocate all or part of distributable profts to special or general reserves, to carry them forward to the next fiscal
year as retained earnings, or to allocate them to the shareholders as dividends. If AXA has earned a distributable proft since
the end of the previous fiscal year, as refected in an interim balance sheet certifed by its auditors, the Management Board may
distribute interim dividends to the extent of the distributable proft without shareholders approval in accordance with French
law. AXA’s statuts require AXA to distribute dividends between its shareholders pro-rata according to their shareholdings in the
capital. Dividends are usually paid within the few business days following the date of the shareholders’ meeting approving their
distribution. The right to receive the dividend is due to the shareholders at the date of payout.

Under AXA’s statuts, the actual dividend payment date is decided by the Management Board after a prior authorization by the
Supervisory Board. AXA must pay any dividends within nine months of the end of its fiscal year. Dividends not claimed within five
years of the date of payout become the property of the French Treasury Department.

Under AXA’s statuts, at an ordinary annual general meeting, the shareholders may grant an option to each shareholder to receive
dividends in either cash or additional ordinary shares.

FORM, HOLDING AND TRANSFER OF SECURITIES

French regulations provide that AXA ordinary shares are not represented by share certifcates but by book-entry only.

AXA’s statuts provide that AXA ordinary shares may be held in registered or bearer form. Any owner of ordinary shares of AXA
may elect to have its ordinary shares held in registered form and registered in its name in an account currently held by BNP
Paribas Securities Services for, and on behalf of AXA, or held in bearer form and recorded in its name in an account held by an
accredited financial intermediary, such as a French broker, bank or other authorized financial institution. Any shareholder may, at
its expense, change from one form of holding to the other. Both methods are operated through Euroclear France (which we refer
to in this Annual Report as “Euroclear”), an organization that maintains share and other securities accounts of French publicly
quoted companies and a central depositary system through which transfers of shares and other securities in French publicly
quoted companies between accredited financial intermediaries are recorded.

When AXA ordinary shares are held in bearer form by a beneficial owner who is not a resident of France, Euroclear may agree to
issue, upon request by AXA, a bearer depository receipt (“certifcat représentatif”) with respect to such ordinary shares for use
only outside France. In this case, the name of the holder is deleted from the accredited financial intermediary’s books. Shares
ownership, represented by a bearer depository receipt, will pass upon delivery of the relevant receipt outside France.

Registered ordinary shares must be converted into bearer shares before being traded on the Euronext Paris and, accordingly,
must be registered in an account held by an accredited intermediary. A shareholder may initiate a transfer by giving selling
instructions to the relevant accredited intermediary. Ordinary shares held in bearer form may be transferred through accredited
financial intermediaries and may be traded without further requirement. A fee or commission is payable to the broker involved in
the transaction, regardless of whether the transaction occurs within or outside France. Normally, no registration duty is payable
in France, unless a transfer instrument has been executed in France.

420 2008 ANNUAL REPORT

DISCLOSURE REQUIREMENTS WHEN HOLDINGS EXCEED SPECIFIED
THRESHOLDS

French law provides that any person or entity that, directly or indirectly, acting alone or in concert with other shareholders, becomes
the owner of more than 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66%, 90% or 95% of the outstanding share capital or voting rights
of AXA (including through ownership of ADRs evidencing ADSs), or whose holding falls below any of these thresholds, must notify
AXA and the AMF in writing within five trading days of exceeding or falling below the relevant level and indicate the number of
ordinary shares and voting rights it holds.

In addition, the statuts of AXA provide that any individual or entity acting alone or in concert with others, that acquires ordinary
shares resulting in a direct or indirect holding of 0.5% or more of the outstanding share capital or voting rights of AXA, including
through the acquisition of ADRs evidencing the ADSs, must notify AXA by registered letter with return receipt requested within five
days of the date of the acquisition (“inscription en compte”) of the ordinary shares or in the case of a holder of ADRs evidencing
ADSs, within five days of the registration of the ADRs evidencing the ADSs, as a result of which the shareholder, acting alone or
in concert with others, has reached or exceeded that percentage. The individual or entity must further notify AXA pursuant to the
above conditions each time an additional 0.5% threshold is crossed. Any shareholder, including any holder of ADRs evidencing
the ADSs, whose holding falls below any of these thresholds must also notify AXA. In addition and to permit holders of ordinary
shares to give the notices required by law and the statuts, AXA is required to publish each month, the number of outstanding AXA
ordinary shares and the corresponding number of voting rights, if there has been any change during the course of the month.

French law imposes additional reporting requirements on persons who, acting alone or in concert with others, acquire more than
10%, 15% 1, 20% or 25% 1 of the outstanding shares or voting rights in AXA. These persons must file with the AMF and AXA a
report disclosing their intentions for the 12-month period (6-month period as from July 31, 2009) following the acquisition. The
report must specify whether the acquirer intends to continue purchasing shares, to acquire control of AXA or to seek election of
nominees to the Management Board or Supervisory Board. This report must be filed within five trading days from the date that
either of these thresholds has been crossed. The report is published by the AMF. Upon any change of intention, the acquirer
must file a new report.

In order to facilitate compliance with the notification requirements concerning thresholds, a holder of ADRs evidencing ADSs,
may deliver any such notification with respect to ADRs evidencing ADSs to The Bank of New York Mellon, which will, as soon as
practicable, forward the notification to AXA and the AMF.

If a shareholder (including an owner of ADRs evidencing ADSs) fails to comply with these notification requirements, the shareholder
will be deprived of voting rights attached to the shares he holds (or underlying its ADRs) in excess of the relevant threshold at all
shareholders’ meetings held until the end of a two-year period following the date on which the shareholder has complied with the
notification requirements. Failure to comply with the notification requirements set forth in AXA’s statuts will trigger the same voting
limitations upon a request, registered in the minutes of the relevant shareholders’ general meeting, by one or more shareholders
holding 5% or more of the share capital.

Furthermore, any shareholder who fails to comply with these notification requirements may have all or part of its voting rights (with
respect to all of its AXA shares, not only those in excess of the relevant threshold) suspended for a period of no longer than five
years by commercial court decree at the request of the Chairman of the Management Board, any AXA shareholder or the AMF.
Such shareholders may also be subject to criminal penalties under French law.

Under applicable French stock market regulations, and subject to limited exemptions granted by the AMF, any person or persons
acting in concert acquiring one-third or more of the share capital or voting rights of AXA must immediately notify the AMF and
initiate a public tender offer for the balance of AXA’s outstanding share capital. The tender offer must also be extended to all
securities issued by AXA that are convertible into or exchangeable for equity securities.

Pursuant to French law and AXA’s statuts, AXA may obtain from Euroclear, at its own cost and at any time, the name, nationality,
address and number of shares held by each holder of ordinary shares and other equity-linked securities with the right to vote in
general meetings of shareholders. Whenever these holders are not resident in France and hold such ordinary shares and other
equity-linked securities through accredited financial intermediaries, AXA may obtain such information from the relevant accredited
financial intermediaries (through Euroclear), at AXA’s own cost. Subject to certain limited exceptions provided by French law,
holders who fail to comply with AXA’s request for information will not be permitted to exercise voting rights with respect to any
such ordinary shares or other equity-linked securities or to receive dividends pertaining thereto, if any, until the date on which
these holders comply with AXA’s request for information.

VOTING RIGHTS

Each AXA ordinary share entitles its holder to one vote at all meetings of AXA shareholders, subject to the provisions concerning
double voting rights described below. As a result of the decision of the General Meeting of the shareholders of the Company
held on May 26, 1977, each ordinary share fully paid and held in registered form by the same person for at least two full fiscal

(1) As from July 31, 2009.

421

years entitles its holder to double voting rights with respect to such ordinary share at any meeting of AXA shareholders, whether
ordinary or extraordinary. The double voting right will automatically terminate for any share that has been converted into a bearer
share or for which ownership has been transferred. Any transfer of shares as a result of merger, split-up, inheritance, division of
community property by spouses or donation to a spouse or heir will not affect the double voting rights of such shares.

In the event of a capital increase by capitalization of existing reserves, profts or premiums, shares granted freely to any shareholder
as a result of the holding by that shareholder of shares entitled to double voting rights will also carry double voting rights. Double
voting rights may be terminated at any time upon the decision of an extraordinary general meeting of shareholders, provided that
such decision is confirmed by a two-thirds majority of the holders of double voting rights voting separately.

LIQUIDATION RIGHTS

If AXA is liquidated, the assets remaining after it pays its debts, liquidation expenses and all prior claims will first be used to repay
AXA shareholders up to the amount of the liquidation balance and of the shares par value held by each shareholder. Any surplus
will be divided among all shareholders, subject to rights arising, if any, from the different classes of shares, in proportion of the
rights they own in the Company’s sharecapital.

SHAREHOLDERS’ MEETINGS

Under French law, prior to any ordinary and/or extraordinary shareholders’ meeting, a notice of Meeting must be published in the
Bulletin des annonces légales obligatoires, or “BALO”, at least 35 days prior to the meeting date (or 15 days if convened, in the
event that the Company is subject to a tender offer, for purposes of approving measures the implementation of which would be
likely to cause such tender offer to fail) and must indicate, in particular, the agenda and the proposed resolutions.

At least 15 days (or 6 days if convened, in the event that the Company is subject to a tender offer, for purposes of approving
measures the implementation of which would be likely to cause such tender offer to fail) prior to the date set for the meeting on
first call, and at least 6 days (or 4 days if convened, in the event that the Company is subject to a tender offer, for purposes of
approving measures the implementation of which would be likely to cause such tender offer to fail) before any second call, the
Company shall send a final notice containing, among other things, the final agenda, place, date and other information in respect
of the meeting by mail to all registered shareholders who have held shares for more than one month prior to the date of this final
notice and publish this final notice in a newspaper as well as in the BALO.

Shareholders are convened, meet, and deliberate in accordance with applicable French law and AXA’s statuts. All shareholders
are entitled to attend these meetings, either in person or by proxy, provided that they show valid proof of ID and share ownership.
The right to attend the shareholders’ meetings of companies whose stock is traded on a regulated market or transactions of a
central depository is evidenced by an accounting entry showing the number of shares in the name of the shareholder of record (or
the intermediary of record for the account) in accordance with the seventh paragraph of Article L. 228-1 of the French Commercial
Code, on the third business day preceding the meeting at midnight (Paris time), either in the nominee share ownership records
kept by the Company or in the bearer share records kept by a qualifed intermediary. The accounting registration or recording
of the shares in the bearer share accounts on the books of the qualifed intermediary is evidenced by a certifcate of attendance
delivered by the latter.

Shareholders may participate either in person, be represented by a spouse, another shareholder or the Chairman of the meeting,
or, as provided for by the statuts and subject to approval by the Management Board, participate by videoconference or by any
means of telecommunications allowing shareholders to be identifed in accordance with applicable laws. In addition, a holder of
bearer shares who is not a French resident may be represented at shareholders’ meetings by an appointed intermediary.

In accordance with applicable laws and regulations, shareholders may also transmit proxy or mail voting cards in paper form
and/or, subject to approval by the Management Board published in the notice of Meeting, by electronic means.

MODIFICATION OF SHAREHOLDER RIGHTS

Under French law, shareholders of a French joint stock corporation (société anonyme) generally have the power to amend the
statuts of the Company. Such an amendment requires the approval of two-thirds of the shareholders attending or represented
at an extraordinary shareholders’ meeting. However, no such extraordinary shareholders’ meetings may decide (i) to increase
the liability of the shareholders in respect of the company or a third-party; or (ii) to undermine the individual rights vested in each
shareholder (such as voting rights, the right to distributable profts of the company when allocated as dividends, the right to sell
one’s shares and the right to sue the company).

422 2008 ANNUAL REPORT

ANTI-TAKEOVER PROVISIONS

There are no French anti-takeover statutes similar to the anti-takeover statutes enacted by certain states in the United States.
However, a number of French law provisions including certain provisions of the European Directive of April 21, 2004 concerning
takeover bids implemented in France in 2006, may have certain anti-takeover effects. In the case of AXA, the relevant provisions
include, among other things, the Company’s ability to repurchase its own shares regarding legal requirements and the existence
of AXA shares with double voting rights.

French law requires mergers and certain consolidations to be approved by two-thirds of the shareholders present or represented at
the extraordinary general meeting called to decide on such matters. French law also requires the affirmative vote of the shareholders
of the surviving corporation of a merger at an extraordinary general meeting. However, no general meeting of shareholders of the
merged company is required in the case of a merger of a wholly-owned subsidiary with its parent company.

CONVERTIBLE/EXCHANGEABLE BONDS

For information on convertible/exchangeable bonds and notes issued by the Company, see Note 13 “Shareholders’ equity, minority
interests and other equity” of the Consolidated Financial Statements included in Part V of this Annual Report.

423

AXA’S AMERICAN DEPOSITARY SHARES (“ADSS”)
AND AMERICAN DEPOSITARY RECEIPTS (“ADRS”)

Each AXA ADR evidences one ADS, which in turn represents one AXA ordinary share. The ordinary shares underlying the ADSs
represented by ADRs are deposited with the custodian (currently BNP Paribas) under the terms of an amended and restated
deposit agreement dated April 27, 2001 (referred to herein as the “deposit agreement”), among AXA, The Bank of New York
Mellon, as depositary, and the holders from time to time of ADRs issued under the deposit agreement. The deposit agreement
has been filed as an exhibit to the Company’s registration statement on Form F-6, filed with the SEC on June 12, 2001 (registration
number 333-13376). Additional copies of the deposit agreement are available for inspection at the Corporate Trust office of The
Bank of New York Mellon in New York and at the principal Paris office of the custodian, currently BNP Paribas, or any of their
successors. The deposit agreement is governed by New York law and sets forth the full terms and conditions governing the
ADRs and ADSs.

The rights of AXA ADR holders differ from those of ordinary share holders in certain important respects and management
encourages ADR holders and investors considering the purchase of ADRs to consult the deposit agreement for a complete
description of their rights as ADR holders as well as the rights and duties of the depositary and the custodian. Please also see
Part IV, “Risks related to ownership of AXA ADSs or ordinary shares”.

MATERIAL CONTRACTS

There have been no material contracts (outside the ordinary course of business) during the last two years to which the Company
is a party, except as disclosed in this Annual Report.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING FOREIGN
SECURITY HOLDERS

Under current French foreign exchange control regulations, there are no limitations on the amount of cash payments that may
be remitted by AXA to residents of the United States. Laws and regulations concerning foreign exchange controls do require,
however, that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited financial
intermediary. In France, all registered banks and substantially all credit establishments are accredited financial intermediaries.

Under current French company law and AXA’s statuts, there are no general limitations on the right of non-resident or non-French
persons to own or, where applicable, vote the ordinary shares, whether held in the form of ordinary shares or ADSs. However,
both European Union and non-European Union residents must file a déclaration administrative or administrative notice, with
French authorities in connection with the acquisition of a controlling interest in any French company. Under existing administrative
foreign direct investment regulations and administrative rulings, ownership by non-residents of France of more than 33.33% of a
listed company’s share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be
a controlling interest in certain circumstances. The factors that will be taken into account in making that determination include
the existence of:

•  an option of the acquiring party to buy additional shares,

•  loans and guarantees granted by the acquiring party to the French company in amounts evidencing control over the financing
of the French company, and

•  patent licenses granted by an acquiring party or management of technical assistance agreements with the acquiring party that
place the French company in a dependent position vis-à-vis that party or its group.

Under current French insurance regulations, any person, or group of persons acting in concert, who is not a resident of a member
state of the European Economic Area must obtain authorization from the French Ministry of the Economy prior to entering
into a transaction to acquire a direct or indirect interest, or to increase or decrease its direct or indirect interest, in AXA if such
transaction would allow that person, or group of persons acting in concert, to (i) acquire control of, or cease to control, AXA or
(ii) increase its interest to 10%, 20%, 33.33% or 50% of AXA’s voting right, including, in each case, through the holding of ADRs
evidencing ADSs.

Furthermore, any such transaction allowing such person, or group of persons acting in concert, to hold ordinary shares evidencing
an aggregate in excess of 5% of AXA’s voting right requires that person to provide prior notice to the French Ministry of the
Economy.

424 2008 ANNUAL REPORT

No prior authorization is required for such a transaction entered into by a person, or group of persons acting in concert, who is
a resident of a member state of the European Economic Area, although that person, or group of persons, is required to provide
the French Ministry of the Economy with notice upon completion of the transaction.

TAXATION

The following generally summarizes the material U.S. federal income tax and French tax consequences to U.S. Holders of
the ownership and disposal of ordinary shares or ADRs evidencing ADSs. It applies to you only if you hold your shares or
ADRs evidencing ADSs as capital assets for tax purposes. For purposes of this discussion a “U.S. Holder” is any one of the
following:

•  an individual who is a citizen or resident of the United States,

•  a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or of any
political subdivision of the United States, including the District of Columbia,

•  an estate, the income of which is subject to U.S. federal income taxation regardless of its source,

•  a trust, if a court within the United States is able to exercise primary supervision over the trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust, or

•  a person otherwise subject to U.S. federal income tax on its worldwide income.

If a partnership holds ordinary shares or ADRs evidencing ADSs, the tax treatment of a partner will generally depend upon the
status of the partner and upon the activities of the partnership. Partners of partnerships holding these ordinary shares or ADRs
should consult their tax advisors as to the tax consequences of owning or disposing of ordinary shares or ADRs evidencing
ADSs, as applicable.

A “Non-U.S. Holder” is a holder that is not a U.S. Holder. This discussion does not address the U.S. federal, local, state, Non-U.S.
or other tax consequences (including French tax consequences) to Non-U.S. Holders as a result of the ownership or disposal of
ordinary shares or ADRs evidencing ADSs.

This summary is not a complete description of all of the tax consequences of the ownership or disposition of ordinary shares or
ADRs evidencing ADSs. It is based on the current tax laws and regulations of France and the United States, including, among
others, the United States Internal Revenue Code of 1986, as amended (which we refer to below as the “Code”), its legislative
history, temporary, existing and proposed Treasury Regulations, Internal Revenue Service rulings and judicial opinions as well
as the Convention Between the Government of the United States of America and the Government of the French Republic for
the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated
August 31, 1994 (which we refer to below as the “Treaty”), all as currently in effect on the date of the 2008 Annual Report and
all subject to change, possibly with retroactive effect. In addition, this summary is based in part upon the representations of the
Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in
accordance with its terms.

You should consult your own tax advisor regarding the United States federal, state and local and the French and other tax
consequences of owning and disposing of shares and ADSs in your particular circumstances, in particular if you are eligible for
the benefts of the Treaty.

The summary is not intended to apply to holders of ordinary shares or ADRs evidencing ADSs in particular circumstances, such
as:

•  dealers in securities,

•  traders in securities who elect to apply a mark-to-market method of accounting to their securities holdings,

•  financial institutions,

•  regulated investment companies, real estate investment trusts or grantor trusts,

•  tax-exempt organizations,

•  insurance companies,

•  persons holding ordinary shares or ADRs evidencing ADSs as part of a hedging, straddle, conversion or other integrated
transaction,

•  persons whose functional currency is not the U.S. dollar,

•  certain U.S. expatriates,

•  persons subject to the U.S. alternative minimum tax, and

•  holders of ordinary shares or ADRs evidencing ADSs that own directly or indirectly or are deemed to own, five percent or more
of either the total voting power or the total value of the AXA Shares or that carry on a trade or business in France through a
permanent establishment or fxed base for the purpose of which ordinary shares or ADRs have been acquired or held.

For purposes of the Treaty, French tax law and the Code, U.S. owners of ADRs will be treated as owners of ordinary shares
underlying the ADSs represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be
subject to United States federal income tax.

425

Furthermore, although this summary generally applies to relevant holders whether or not they are employees of AXA or its affiliates,
this summary does not describe all the tax considerations relevant to persons who acquired ordinary shares or ADRs evidencing
ADSs pursuant to the exercise of an incentive stock option.

FRENCH TAXATION OF DIvIDENDS

general statement

The following is not a description of the French tax treatment applicable to shareholders resident in France (“French Resident
Holders”) but only addresses the main French tax consequences that may apply to U.S. Holders.

The term “dividends” used in the following discussion means dividends within the meaning of the relevant income tax treaties where
applicable, or, where not defned by such treaties, within the meaning of French domestic tax law as set forth in administrative
guidelines dated February 25, 2005 (4 J-1-05) (the “Administrative Guidelines”).

French Resident Holders, who are individuals and who receive dividends, are taxed on 60% of the amount of the dividends received
and are entitled to a tax credit (“crédit d’impôt”) equal to 50% of the amount of dividends they received. The crédit d’impôt is
subject to an overall annual cap of €230 or €115, depending on the marital status of the individual holder.

French Resident Holders may instead opt for a withholding tax equal to 18% of the dividends received and, in such a case, will
not be eligible to the crédit d’impôt mentioned above.

Under French domestic law, shareholders who are not resident of France for tax purposes (“Non-French Resident Holders”) are
not eligible for the beneft of this crédit d’impôt. Non-French Resident Holders are generally subject to a 25% withholding tax, to
be levied by the paying agent of such dividends. This withholding tax is reduced to 18% of dividends distributed to Non-French
Resident Holders who are residents of certain States located within the European Economic Area. Qualifying Non-French
Resident Holders may also be eligible for a reduced rate of French withholding tax on dividends (generally to 15%, 5% or 0%)
under the applicable tax treaty.

However, Non-French Resident Holders who beneft from a tax treaty which provides for the refund of the “avoir fiscal” (a special
tax credit that has been repealed by the 2004 French Finance Law) may be entitled to the refund of the crédit d’impôt (less
applicable withholding tax).

The Administrative Guidelines set the requirements under which Non-French Resident Holders may obtain a reduction or an

elimination of the French withholding tax under an income tax treaty. The immediate application of the reduced withholding

tax rate is available to those Non-French Resident Holders that may qualify for the so-called “simplifed” procedure (within the

meaning of the Administrative Guidelines).

 

Under the “simplifed procedure”, Non-French Resident Holders may claim the immediate application of the reduced withholding
tax rate, provided that:

(i) they provide to the financial institution managing their securities account, before the dividend payment date, a certifcate of
residence conforming with the template attached to the Administrative Guidelines and certifed by the tax authorities of their
State of residence. Each financial institution managing the Non-French Resident Holder’s securities account must communicate
to the French paying agent before the dividend payment date the amount of dividends eligible to the reduced withholding tax
rate; and

(ii) the financial institution managing their securities account provides to the French paying agent, among other information, a
list of the eligible Non-French Resident Holders and a copy of the certifcate of residence. These documents must be sent as
soon as possible and, in all cases, before the end of the third month computed as from the end of the month of the dividend
payment date.

Where the Non-French Resident Holder’s identity and tax residence are known by the French paying agent, the latter may release
such Non-French Resident Holder from providing the tax administration of his State of residence with the abovementioned
certifcate of residence and apply the reduced withholding tax rate.

Non-French Resident Holders eligible for treaty benefts, who are not entitled to the “simplifed procedure” and whose identity
and tax residence are not known by the paying agent at the time of the payment of the dividends, are subject to a 25% French
withholding tax levied at the time the dividends are paid. Such Non-French Resident Holders may, however, be entitled to a refund
of the withholding tax in excess of the applicable tax treaty rate under the so-called “standard” procedure (as detailed within the
Administration Guidelines), provided that the Non-French Resident Holder files with the French paying agent an application for
refund on forms No. 5000-FR and/or 5001-FR (or any other relevant form to be issued by the French tax authorities) certifed by
the competent tax authorities of his State of residence, before December 31 of the second year following the date of payment of
the withholding tax rate to the French tax authorities, unless otherwise provided for by the applicable income tax treaty. However,
such refund will not be paid before January 15 of the year following the year in which the dividend is paid.

426 2008 ANNUAL REPORT

Application to U.S. Holders

Pursuant to the Treaty, an “Eligible U.S. Holder” (as defned below) will generally be entitled to a reduced withholding tax rate of
15% with respect to dividends paid in cash or in the form of shares, subject to the satisfaction of certain requirements described
below.

In addition, as discussed in more detail above, individual U.S. Holders who are eligible for benefts under the Treaty and who
receive dividends may be entitled to the refund of the crédit d’impôt (less applicable withholding tax) equal to 50% of the amount
of dividends they received, with an overall annual cap of €230 or €115, depending on the marital status of the individual. French
tax authorities have not yet issued guidance with respect to the procedures to be used to obtain such a refund of the crédit
d’impôt.

For purposes of this discussion, an “Eligible U.S. Holder” is a U.S. Holder whose ownership of ordinary shares or ADRs evidencing
ADSs is not attributable to a permanent establishment or fxed base in France and who is (i) an individual or other non-corporate
holder, or (ii) a corporation that does not own, directly or indirectly, 10% or more of the capital of AXA, provided in each case
that that holder:

•  is a resident of the United States under the Treaty,

•  is entitled to Treaty benefts under the limitation on benefts provisions in Article 30 of the Treaty, and

•  complies with certain procedural rules to obtain Treaty benefts.

Under the Treaty, the reduced rate of the withholding tax is applicable provided that certain procedural requirements described
below are satisfed.

The requirements provided by the Administrative Guidelines and referred to in more detail above apply to a U.S. Holder, although
the U.S. Internal Revenue Service (the “IRS”) is not required to certify the certifcate of residence, provided that (i) the U.S. Holder
provides the U.S. financial institution managing such holder’s securities account a certifcate of residence conforming with the
template attached to the Administrative Guidelines and (ii) the U.S. financial institution managing the U.S. Holder’s securities
account in the United States certifes to the French paying agent that the U.S. Holder complies with all the requirements for
obtaining the reduced rate set forth in the Administrative Guidelines. If the certifcation by the U.S. financial institution managing the
U.S. Holder’s securities account in the United States is not obtained, the IRS should then certify the abovementioned certifcate
of residence and, upon certifcation, the U.S. Holder should furnish it to the French paying agent.

Application of the 15% withholding tax rate at source will be available only if the appropriate forms mentioned in the Administrative
Guidelines are duly sent to the paying agent before the dividend payment date. However, where the U.S. Holder’s identity and tax
residence are known to the French paying agent, the latter may apply the 15% withholding tax rate to dividends it pays to such
U.S. Holder even if the U.S. Holder does not comply with the requirements set forth in the preceding paragraph.

A U.S. Holder that is not eligible for the 15% withholding tax rate at source may apply for a refund of taxes withheld that were in
excess of the 15% rate provided that it furnishes to the French paying agent an application for refund on forms No. 5000-FR and
5001-FR certifed by the U.S. financial institution managing the U.S. Holder’s securities account (or, if not, by the competent U.S.
tax authorities) before December 31 of the second year following the date of payment of the withholding tax at the 25% rate to
the French tax authorities, according to the requirements provided by the Administrative Guidelines. Any French withholding tax
refund is generally expected to be paid within twelve months from the fling of forms No. 5000-FR and 5001-FR. However, it will
not be paid before January 15 of the year following the year in which the dividend was paid.

Copies of the forms No. 5000-FR and 5001-FR, together with instructions, are available from the IRS. Certifcates of residence
mentioned in the Administrative Guidelines may also be available from the IRS and the French Centre des impôts des non-résidents
at 10, rue du Centre, 93463 Noisy-le-Grand, France. Information regarding the identity and address of the paying agent will be
available from the Company.

U.S. Pension Funds and other tax-exempt entities created and operating their activities in accordance with the provisions of
Sections 401(a), 403(b), 457 or 501(c) (3) of the Code are subject to the same general fling requirements except that, in addition,
they have to provide a certifcate issued by the IRS or any other document stating that they have been created and are operating
their activities in accordance with the provisions of the above-mentioned sections of the Code. This certifcate must be provided
only once after the first application for the 15% withholding tax rate at source and at the specifc request of the French tax
authorities.

Similarly, regulated companies such as RICs, REITs and REMICs (“Regulated Companies”) will have to send to the financial
institution managing their securities account a certifcation from the IRS indicating that they are classifed as a Regulated Company
under the relevant sections of the Code. This certifcation must be produced each year.

The Depository is obligated to provide certifcates of residence together with instructions to all U.S. Holders of ADRs registered with
the Depository. The Depository is also obligated to use reasonable efforts to follow the procedures established by the French tax
authorities for U.S. Holders to beneft from the 15% French withholding tax rate at source or, if the French paying agent withheld
at the 25% rate, recover the excess 10%, and obtain, with respect to dividend distributions to U.S. Holders who are individuals,

427

the refund of the crédit d’impôt, in accordance with the procedures established by the French tax authorities. To effect such
beneft, recovery and/or refund, the Depository is obligated to cause timely and properly completed forms and certifcates to be
filed timely with the appropriate French tax authorities.

The AXA shareholders should consult their own tax advisors to determine whether the Treaty provisions are applicable to their
particular situation and which formalities need to be complied with in order to obtain Treaty benefts.

FRENCH TAXATION ON SALE OR REDEMPTION OF AXA ORDINARY SHARES
OR ADRS

Under the Treaty, no French tax is levied on any capital gain derived from the sale of AXA ordinary shares or ADRs evidencing
ADSs by a U.S. Holder who:

•  is a resident of the United States under the Treaty,

•  is entitled to Treaty benefts under the limitation on benefts provisions of Article 30 of the Treaty, and

•  does not have a permanent establishment in France to which the ordinary shares or ADRs are attributable to or, in the case of
an individual, who does not maintain a fxed base in France to which the ordinary shares or ADRs are effectively connected.

Under French domestic tax law, part of the gain realized by a shareholder on redemption of ordinary shares by AXA and equal to
the difference between (i) the redemption price and (ii) the share capital and share issue premiums’ amounts contributed to AXA
will generally be treated as a dividend and will be subject to French dividend withholding tax as described above. The excess
gain, if any, will be treated as a capital gain.

FRENCH TRANSFER TAX

Transfers of AXA ordinary shares and ADRs evidencing ADSs will not be subject to French transfer taxes unless the transfer is
effected by means of a written agreement that is executed or enforced within France. Should such written agreement be executed
or enforced in France, it would be subject to transfer taxes at the rate of 3% up to a maximum of €5,000 per transfer.

FRENCH ESTATE, GIFT AND WEALTH TAXES

A transfer of ordinary shares or ADRs evidencing ADSs by gift by, or by reason of death of, a U.S. Holder that would be subject to
French gift or inheritance tax under French domestic tax law will not be subject to such French tax by reason of the Convention
between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 unless:

•  the donor or decedent is domiciled in France within the meaning of that Convention at the time of making the gift, or at the
time of his or her death, or

•  the ordinary shares or ADRs were used in, or held for use in, the conduct of business through a permanent establishment or
a fxed base in France.

Under French tax law and the Treaty, the French wealth tax generally does not apply to U.S. Holders that are not individuals or
in the case of natural persons, who, directly or indirectly, own alone or with their parents, ordinary shares or ADRs that do not
represent a substantial interest our Company.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

Taxation of dividends

For U.S. federal income tax purposes the gross amount of a distribution by AXA to U.S. Holders, including any amounts of French
tax withheld even though it was not in fact received, will be treated as dividend income to the extent paid out of AXA’s current or
accumulated earnings and profts, as determined for U.S. federal income tax purposes. Dividends paid to a non-corporate U.S.
Holder in taxable years beginning before January 1, 2011, that constitute qualifed dividend income will be taxable to the holder
at a maximum rate of 15%, provided that the holder has a holding period in the shares or ADSs of more than 60 days during the
121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. Dividends paid by
AXA with respect to the shares or ADSs will generally be qualifed dividend income. If a U.S. Holder has the option to receive a
distribution either in cash or in the form of ordinary shares, and such U.S. Holder chooses to receive ordinary shares (a “Stock
Distribution”), such U.S. Holder will be treated for purposes of the preceding sentence as having received a distribution to the extent
of the fair market value of these ordinary shares. Dividends paid to a corporate U.S. Holder will not be eligible for the dividend
received deduction generally allowed to corporations under Section 243 of the Code. To the extent that an amount received by a
U.S. Holder exceeds the U.S. Holder’s allocable share of AXA’s current and accumulated earnings and profts, the excess will be

428 2008 ANNUAL REPORT

applied first to reduce the holder’s basis in his or her ordinary shares or ADRs, and then, any remaining excess would constitute
capital gain from the deemed sale or exchange of his or her ordinary shares or ADRs. See “Tax on sale or exchange of ordinary
shares or ADRs” below.

For U.S. federal income tax purposes, dividends will be taxable to the U.S. Holder of ordinary shares or ADRs outstanding on the
record date established by French law, which in the case of an annual dividend will be fxed by the shareholders at the shareholders’
meeting approving the distribution of dividends, and in the case of an interim dividend will be fxed by the Management Board
approving the distribution of interim dividends. The amount recognized as dividend income by a U.S. Holder will be equal to
the U.S. dollar value of the distributed Euro determined at the spot Euro/U.S. dollar rate, or, in the case of a Stock Distribution,
of the ordinary shares distributed, on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the
payment is in fact converted into U.S. dollars on the date of receipt. The Euro distributed will have a tax basis equal to their U.S.
dollar value at such time. Any gain or loss realized upon a subsequent conversion or other disposition of the Euro will be treated
as ordinary income or loss from sources within the United States for foreign tax credit limitation purposes.

As discussed above, payments of dividends to a U.S. Holder will be subject to French withholding tax. For U.S. federal income
tax purposes, a U.S. Holder may generally elect to treat these French withholding taxes as either a deduction from gross income
or a credit against the U.S. federal income tax liability of that U.S. Holder. For foreign tax credit purposes, dividends will generally
be income from sources outside the United States and will, depending on the U.S. Holder’s circumstances, either be “passive
income” or “general income” which, in either case, is treated separately from other types of income for purposes of computing
the foreign tax credit allowable to you. The rules governing the U.S. foreign tax credit are complex, and additional limitations on
the credit apply to individuals receiving dividends from foreign corporations if the dividends are eligible for the 15% maximum
tax rate on dividends described above. U.S. Holders are urged to consult their tax advisors regarding the availability of the U.S.
foreign tax credit under their particular circumstances.

In the case of an Eligible U.S. Holder, if the full withholding tax rate of 25% is applied, the refundable portion of the tax withheld
by AXA or the French paying agent, which represents the difference between the 25% and the 15% tax rates, would not be
eligible for the foreign tax credit. See “French taxation of dividends – Application to U.S. Holders”, above, for the procedures for
obtaining a tax refund.

Tax on sale or exchange of AXA ordinary shares or ADRs

For U.S. federal income tax purposes, a U.S. Holder generally will recognize gain or loss on any sale, exchange or other
disposition of ordinary shares or ADRs evidencing ADSs, unless a specifc non -recognition provision applies. That gain or loss
will be measured by the difference between the U.S. dollar value of the amount of cash, and the fair market value of any other
property, received and the U.S. Holder’s tax basis in the ordinary shares or the ADRs, determined in U.S. dollars. A U.S. Holder’s
tax basis in the ordinary shares or the ADRs will generally equal the amount paid by that U.S. Holder for the ordinary shares or
the ADRs or, in the case of ordinary shares acquired by way of Stock Distribution, the amount included in income at the time of
the Stock Distribution.

Gain or loss arising from a sale or exchange of ordinary shares or ADRs will be capital gain or loss if the ordinary shares or ADRs
are held as capital assets by the U.S. Holder, and if recognized by non-corporate U.S. Holders in taxable years beginning prior
to January 1, 2011, are generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year.
In general, gain from a sale or exchange of ordinary shares or ADRs by a U.S. Holder will be treated as United States source
income for foreign tax credit limitation purposes.

backup withholding and information reporting

Under certain circumstances, a U.S. Holder who is an individual may be subject to information reporting requirements and backup
withholding, currently at a 28% rate on dividends received on, and proceeds from the disposition of, ordinary shares or ADRs
evidencing ADSs. This withholding generally applies only if that individual holder:

•  fails to furnish (generally on an Internal Revenue Service Form W-9) his or her taxpayer identifcation number to the U.S. financial
institution that is in charge of the administration of that holder’s ordinary shares or ADRs or to any other person responsible
for the payment of dividends on the ordinary shares or ADRs,

•  furnishes an incorrect taxpayer identifcation number,

•  is notifed by the IRS that he or she has failed to properly report payments of interest and dividends and the IRS has notifed
AXA that such individual holder is subject to backup withholding, or

•  fails under specifed circumstances, to comply with applicable certifcation requirements.

Any amount withheld from a payment to a U.S. Holder under the backup withholding rules will be allowable as a credit against
such U.S. Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS.

U.S. Holders should consult their own tax advisor as to the application of the U.S. federal information reporting and backup
withholding requirements to them and their qualifcation, if any, for an exemption under these rules as well as the particular tax
consequences to them of owning and disposing of ordinary shares and ADRs evidencing ADSs under U.S. federal, state, local
and Non-U.S. law.

429

U.S. state and local taxes

In addition to U.S. federal income taxes, U.S. Holders may be subject to U.S. state and local taxes with respect to their ordinary
shares or ADRs evidencing ADSs. U.S. Holders should consult their own tax advisors regarding such matters.

Documents on display

AXA files reports with the SEC that contain financial information about AXA and its results of operations. Documents that AXA
files with the SEC are available at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Information about the Public Reference Room may be obtained by calling the SEC for more information
at 1-800-SEC-0330. All of AXA’s SEC flings made after September 20, 2002 are available to the public through the SEC’s EDGAR
system at the SEC website (http://www.sec.gov). In addition, documents publicly filed by AXA with the SEC are available at
AXA’s website (http://www.axa.com) which also includes information about AXA’s business. The content of AXA’s website is not
incorporated by reference into this Annual Report on Form 20-F. The public may also inspect any reports and other information
we file with the Securities and Exchange Commission at the offices of the New York Stock Exchange, 11 Wall Street, New York,
New York 10005.

430 2008 ANNUAL REPORT

Appendices

APPENDIX I: CHAIRMAN OF THE SUPERVISORY BOARD’S REPORT      
Conditions of preparation and organisation of the Supervisory Board’s work   432  
Internal control and risk management procedures   432  
Compensation   439  
Corporate governance code of reference   439  
Statutory Auditors’ report on the report prepared by the Chairman of the Supervisory Board of AXA   441  
APPENDIX II: OTHER LEGAL INFORMATION      
Annual Information Document   443  
Documents pertaining to the Company   445  
APPENDIX III: STATEMENT OF THE PERSON RESPONSIBLE
FOR THE ANNUAL REPORT (DOCUMENT DE RÉFÉRENCE)		   446  
APPENDIX IV: FINANCIAL AUTHORIZATIONS      
Financial authorizations to issue shares or other type of securities as of December 31, 2008   447  
New financial authorizations   448  
Use in 2008 of the various financial authorizations pertaining to capital increases   448  
APPENDIX V: AXA PARENT COMPANY FINANCIAL STATEMENTS      
Management Board’s Report   450  
Financial statements   453  
Notes to the financial statements   462  
Report of Statutory Auditors on the Company’s financial statements   471  
APPENDIX VI: GROUP EMBEDDED VALUE   473  
APPENDIX VII: SHAREHOLDERS’ MEETING – APRIL 30, 2009      
Agenda   478  
Reports of AXA’s Management Board   481  
AXA’s Supervisory Board’s comments on the Management Board’s report and the financial statements   492  
Auditors’ reports   493  
Resolutions submitted by the AXA’s Management Board   510  
Information concerning the candidates to the AXA’s Supervisory Board   537  
APPENDIX VIII: SOCIAL AND ENVIRONMENTAL INFORMATION   542  
APPENDIX IX: MANAGEMENT BOARD’S REPORT –
CORRESPONDENCE TABLE		   549  
APPENDIX X: COMMISSION REGULATION OF APRIL 29, 2004 –
CORRESPONDENCE TABLE		   550  
APPENDIX XI: ANNUAL FINANCIAL REPORT – CORRESPONDENCE TABLE   552  

431

APPENDIX I

Chairman of the Supervisory Board’s Report

This Report presents, according to the provisions of Article L.225-68 of the French Commercial Code, the conditions of preparation
and organization of the Supervisory Board’s work (Part 1) as well as the internal control and risk management procedures
implemented by the Company (Part 2). The Report also presents the principles and the rules adopted by the Supervisory Board
in order to determine the compensation and the advantages granted to the corporate officers (Part 3). Finally the Report indicates
the Company’s corporate governance code of reference and specifes the provisions which have not been applied and why they
have not been applied (Part 4).

PART 1 > CONDITIONS OF PREPARATION AND ORGANIZATION
OF THE SUPERVISORY BOARD’S WORK

For information on the conditions of preparation and organization of the Supervisory Board’s work please see Part III – “Corporate
governance, executive compensation, major shareholders and related matters”, ”Supervisory Board” and “Supervisory Board
Committees” Sections of the Group’s Annual Report (Document de Référence) for the year ended December 31, 2008.

PART 2 > INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

In accordance with Article L.225-68 of the French Commercial Code, the Chairman of the Supervisory Board is required to report
annually on internal control and risk management procedures implemented by the Company.

In this context, the following report provides a summary of the AXA Group’s principal internal control mechanisms and procedures
that permit management to conclude that the Group has a sound and comprehensive system of internal control well adapted
to its business and the specifc risks inherent to its activities. This report is not intended to provide a comprehensive description
of all internal controls and procedures in place within the Company and its subsidiaries, but rather to provide an overview of the
Group’s principal internal control mechanisms and procedures.

In preparing this report, the Chairman of the Supervisory Board has consulted, as he deemed appropriate, with members of AXA
management and has taken into account information furnished to the Supervisory Board with respect to the Group’s internal
control environment. This report was reviewed by the Audit Committee before being reviewed and approved by the Supervisory
Board at its meeting of March 18, 2009.

In this report, the term “Group” refers to AXA SA (the “Company”) together with its direct and indirect consolidated
subsidiaries.

INTERNAL CONTROL AND RISK MANAGEMENT: OBJECTIVES

The AXA Group is engaged in the financial protection and wealth management business on a global scale. As such, it is exposed
to a very wide variety of risks – insurance risks, financial market risks and other types of risk – which are described in detail in
the Group’s Annual Report (Document de Référence) for the year ended December 31, 2008. Please see, in particular, Part Iv –
“Risk Factors”, “Certain disclosures about Market Risks and Related Matters”, Part II – Section 2.2 “Information on the Company” –
“Additional factors which may affect AXA’s business” and Part v – “Consolidated Financial Statements” – Note 30 “Litigation”.

In order to manage these risks, the Group has put in place a comprehensive system of internal control designed to ensure that
management is made aware of signifcant risks on a timely and continuing basis, has the necessary information and tools to
appropriately analyze and manage these risks, and that the Group’s financial statements and other market disclosures are timely
and accurate.

432 2008 ANNUAL REPORT

APPENDICES

These mechanisms and procedures principally include:

(i) the Group’s corporate governance structures which are designed to ensure appropriate supervision and management of the
Group’s business and a clear allocation of roles and responsibilities at the highest level;

(ii) management structures and control mechanisms designed to ensure that Group senior management has a clear view of the
principal risks confronting the Group and the tools necessary to analyze and manage these risks;

(iii) internal control over financial reporting (“ICOFR”), designed to ensure the accuracy, completeness and timeliness of the
Group’s consolidated financial statements and the other financial information that the Group reports to the markets; and

(iv) disclosure controls and procedures designed to ensure that management has the information necessary to make fully
informed disclosure decisions on a timely basis and that the Company’s disclosures material information (both financial and
non-financial) to the markets is timely, accurate and complete.

These mechanisms and procedures, taken together, constitute a comprehensive control environment that management believes
is appropriate and well adapted to the Group’s business.

CORPORATE GOVERNANCE STRUCTURES

Group Level Governance Structures

Supervisory Board and Management Board

AXA SA has a dual corporate governance structure consisting of a Supervisory Board and a Management Board. This structure
provides a clear separation between the powers and responsibilities of (i) day-to-day executive management of the Group which
is the responsibility of the Management Board and (ii) supervision of executive management which is the responsibility of the
Supervisory Board.

A detailed description of AXA’s corporate governance structures including composition of the Supervisory Board and Management
Board, structure and composition of the Supervisory Board Committees and a description of the respective roles and responsibilities
of its Supervisory Board and Management Board is set forth in Section 3.1 “Directors, Senior Management and employees” of
the Group’s 2008 Annual Report.

Maintenance of an effective internal control environment is part of the Management Board’s day-to-day operational management
responsibility. Management reports signifcant internal control and risk related issues to the Audit Committee of the Supervisory
Board on a regular and continuing basis to ensure that the Committee and the Supervisory Board have a clear view of material
issues facing the Group.

Audit Committee

The Supervisory Board has established four Committees to assist it in fulflling its responsibilities: Audit Committee, Finance
Committee, Selection, ethics, governance and human Resources Committee and Compensation Committee. These committees
exercise their activities under the responsibility of the Supervisory Board and report regularly to the Supervisory Board on matters
within the scope of their responsibility.

All of these Supervisory Board Committees constitute an important part of the Group’s overall internal control environment,
however, the Audit Committee plays a particularly important role in reviewing internal control and risk related issues.

The Audit Committee has four members all of whom are independent in accordance with the criteria of the AFEP-MEDEF Report
and the US Sarbanes oxley Act (“Sarbanes”). Three of the Committee members have been formally designated “financial experts”
as required by Sarbanes.

The scope of the Audit Committee’s responsibilities is set forth in an Audit Committee Charter, approved by the Supervisory
Board, which defines the Committee’s principal missions, including the following:

•  overseeing the activities and systems of internal control over events that expose the Group to signifcant risk;

•  Monitoring the financial reporting process, the systems of internal control over financial reporting and the accuracy and integrity
of the Group’s financial reporting;

•  overseeing the qualifcations and independence of the Statutory Auditors; and

•  overseeing the performance of the Group’s internal audit function.

For more information about the Audit Committee including its composition and the principal matters it handled in 2008, please
see Section 3.1 “Directors, Senior Management and employees” of the Group’s 2008 Annual Report.

Subsidiary Level Governance Structures

AXA’s principal subsidiaries, whether publicly traded or not, are generally governed by:

•  a board of directors whose membership includes independent or non-executive directors; and

•  various board committees including a compensation committee and an audit committee, whose membership includes
independent or non-executive directors.

433

over the past years, AXA initiated a process designed to harmonize corporate governance standards throughout the Group. This
effort is focused, among other matters, on standardizing, to the extent practicable, principles relating to a number of corporate
governance matters including board composition and size, directors’ independence criteria, Board Committees and their roles,
and directors’ fees.

The Group governance Standards require the Boards of AXA’s principal subsidiaries to establish an Audit Committee and a
Compensation Committee in addition to any other Board committees that they consider necessary or appropriate for their specifc
businesses. The role, duties, and composition of these Committees (including the requirements for participation of independent
directors) are specifed in a detailed Audit Committee Standard and Compensation Committee Standard. The Audit Committee
Standard requires the Audit Committees of Group subsidiaries to have a signifcant component of independent directors in order
to ensure that this Committee is strongly independent of management given its critical role in reviewing financial results and other
financial information prepared by management, financial reporting and control processes, critical accounting policies, particular
accounting issues, key risks and systems of internal control, fraud and similar issues.

MANAGEMENT STRUCTURES AND CONTROLS

In order to manage the various risks to which it is exposed, the AXA Group has various management structures and control
mechanisms designed to ensure that management has a clear and timely view of the principal risks confronting the Group and
the tools necessary to analyze and manage these risks.

These management structures and controls include the following:

AXA Executive Committee – Quarterly Business Reviews

AXA has a 18 member executive Committee which is an internal management committee composed of the members of
AXA’s Management Board, the CEOs of the Group’s principal subsidiaries and/or business units and selected other senior
executives. while the executive Committee is an internal management committee which has no formal decision making authority,
its plays an important role in assisting the Management Board to effectively manage the Group’s operating businesses, consider
strategic initiatives and in such other areas as the Management Board deems appropriate from time to time.

each quarter the executive Committee conducts Quarterly Business Reviews (QBRs), during which performance of the AXA Group
is reviewed. These QBRs were introduced in 2000 to provide management with a clear and consistent framework for: (1) reviewing
operational performance and monitoring the progress of key projects using quantifable standards of measurement defined in
collaboration with the Management Board; (2) assessing the status of Group transversal projects; and (3) exchanging ideas and
information on key Group strategic orientations.

These QBRs constitute an important management control mechanism to monitor the operating performance of the Group and
its principal business units on a continuing basis and to identify any new material risks or issues facing the Group in a timely
manner.

For more information about the executive Committee including its composition, please see Section 3.1 “Directors, Senior
Management and employees” of the Group’s 2008 Annual Report.

Group Management Services 1 (GMS) departments focused principally on internal control and risk related
matters

Several GMS Departments have responsibility for managing and/or monitoring some aspect of internal control and/or risk related
matters, however, the following four GMS departments are primarily focused on these matters as part of their principal day-to-
day management responsibilities:

Group Risk Management Department

The role of Group Risk Management ( GRM) is to identify, quantify and manage the main risks to which AXA is exposed. To
this end, GRM develops and deploys a number of risk measurements, monitoring instruments and methods, including a set of
standardized stochastic modeling tools.

When appropriate, this work leads to the implementation of decisions that affect the Group’s risk profle, helping to reduce the
volatility of AXA’s earnings through improved understanding of the risks taken and to optimize capital allocation.

As a central team, GRM coordinates risk management for the Group and is supported by local risk management teams within each
operating unit. The types of risk covered include operating risks, asset and liability risks, and asset/liability mismatch risks.

(1) Central functions at the Holding Company level.
434 2008 ANNUAL REPORT

APPENDICES

The principal control processes that fall under the responsibility of GRM are described below:

•  The local Risk Management departments carry out regular reviews of the technical reserves established by Property & Casualty
and reinsurance operating units. GRM performs regular reviews of models followed throughout the Group in order to ensure
the consistency between actuarial and financial standards;

•  GRM conducts a decentralized review of risk-adjusted pricing and profitability for new products prior to launch; this review is
centralized for variable annuity products with secondary guarantees, and submitted to the Management Board;

•  The asset/liability management policy, in place at operating unit level, is monitored and controlled through an annual detailed
analysis of asset/liability matching. This work is undertaken to validate the strategic allocations of invested assets. In addition,
a quarterly reporting process is used to monitor portfolio developments and detect deviations from strategic asset allocations
as well as with respect to benchmarks determined with asset managers;

•  economic capital is estimated quarterly for each product line and operating unit and then aggregated at the Group level. This
is one of the main uses of the stochastic modeling tools developed and implemented by GRM. This work enables asset, liability
and operational risks to be modeled together;

•  GRM proposes annually to the Management Board, with the support of AXA Cessions, the main features of the Property &
Casualty and Life reinsurance coverage program of the Group;

•  Credit and concentration risks in the Group’s asset portfolios (equities and bonds) are managed by the Risk Management
department and aggregated at the Group level. GRM also monitors the corresponding exposures on a monthly basis, and
ensures that local operating units comply with the concentration limits established by the Group; and

•  GRM coordinates the activity of decentralized operational risk teams to ensure proper and consistent identifcation, measurement
and management of the most important operational risk.

Summary findings are then presented to the Management Board, for decision-making purposes when appropriate. The Supervisory
Board and the Audit Committee are also informed.

PBRC (Planning, Budgets, Results Central)

The PBRC department within the Group Finance department is responsible for consolidation, management reporting and control
over accounting and financial information. It works with local PBR units within the finance departments of Group subsidiaries.

The local PBR units are responsible for producing their contribution to the Group consolidated financial statements.

The PBRC’s role encompasses principally the following:

•  establishing and distributing both consolidation and reporting standards and instructions;

•  Managing the Group’s financial reporting system;

•  Producing the consolidated financial statements and analyzing key performance indicators;

•  Developing and using management control tools;

•  Coordinating the production of AXA’s Document de Référence filed with the AMF and AXA’s Form 20-F filed with the SEC, in
compliance with IFRS and U.S. regulations;

•  Liaising with the Statutory Auditors and contributing to Audit Committee meetings as required; and

•  Steering convergence of accounting & financial reporting processes, systems and organizations for insurance activities in
europe.

PBRC department is also responsible for controls relating to the preparation and processing of accounting and financial
information.

Accounting and financial information is consolidated in accordance with International Financial Reporting Standards (IFRS) as
adopted by the european Union (e.U.). As it relates to the financial statements included in the Group’s 2008 Annual Report, there
is no difference between IFRS as adopted by the e.U. and IFRS as adopted by the International Accounting Standards Board.

PBRC has defined and implemented a set of policies and procedures to ensure the consolidation process leading to the
consolidated financial statements is timely and accurate. This consolidation process and its related controls are based on the
following:

DEFINITION OF STANDARDS AND MAINTENANCE OF AN INFORMATION SYSTEM:

Group accounting standards, which are consistent with accounting and regulatory principles for consolidated financial statements,
are set forth in the AXA Group Accounting Manual and updated regularly by PBRC experts. These guidelines are submitted to
AXA’s Statutory Auditors for review before being made available to AXA subsidiaries.

The information system is based on “Magnitude”, a consolidation tool managed and updated by a dedicated team. This system
is also used to deliver the management reporting information used to produce an economic perspective on the consolidated
financial statements. The process through which this management reporting information is produced and validated is the same
as that used to prepare consolidated financial information.

Finally, PBRC issues instructions to subsidiaries, giving detailed information on the consolidation process, changes in accounting
standards and in Magnitude.

435

OPERATING CONTROL MECHANISMS:

At entity level, AXA subsidiaries are responsible for entering and controlling accounting and financial data that comply with the
AXA Group Accounting Manual and refect consolidation rules under IFRS accounting standards. In this respect, the CFO of each
entity signs off on the accuracy of consolidated fgures reported through Magnitude and their compliance with both the Group
accounting manual and instructions.

At PBRC level, accounting and financial information reported by entities are reviewed and analysed by teams that liaise with
subsidiaries on a full-time basis. In particular, these teams review the compliance with the Group Accounting Manual and Group
actuarial standards.

TRANSVERSAL PROCEDURES:

In all cases, the procedures are those described above, which generally work as follows:

•  All changes in AXA Group accounting policies are anticipated by PBRC experts and implemented after discussions with the
Statutory Auditors;

•  The main audit issues are addressed and resolved through “clearance meetings” in which local and central financial teams
participate, as well as Statutory Auditors;

•  The principal options for closing the consolidated accounts are presented to the Management Board and then to the Audit
Committee; and

•  The auditing of accounting and financial data is finalized at the accounts closing stage in meetings attended by local and central
financial teams, as well as local and central Statutory Auditors who present the outcome of their audit work.

Group Legal & Compliance

The Group Legal Department is responsible for identifying and managing the signifcant legal and compliance risks to which the
Group is exposed. It provides expertise and advice on all signifcant corporate legal matters at the Group level and manages the
legal aspects of transactions undertaken by the Group as well as signifcant litigation, regulatory, and compliance matters.

The Group Legal Department is structured in fve Practice Groups which are organized around the substantive matters that the
Department manages on a continuing basis in addition to one-off projects or issues that arise from time to time. These Practice
Groups are:

•  Mergers & Acquisitions & Corporate Law;

•  Corporate Finance & Securities Law;

•  Corporate governance & Company Law;

•  Litigation, Regulatory & Compliance;

•  Business Support & Development and US Legal Matters.

As part of its Compliance responsibilities, the Group Legal Department manages a wide range of compliance related matters
including (i) quarterly reporting from Group companies on signifcant compliance, litigation and regulatory matters, (ii) implementation
of the Group Compliance and ethics guide which applies to all AXA Group employees worldwide and (iii) the Group’s global
Anti-Money Laundering Program.

The Group Legal Department works closely with the Legal Departments of AXA’s principal subsidiaries on legal, regulatory,
and compliance matters impacting those companies. In order to optimize integration, coordination and ensure open lines of
communication across the Group’s global Legal & Compliance organization, the Group general Counsel has established and
chairs a global Legal Steering Group composed of the general Counsels of the AXA’s principal subsidiaries. This Steering
Group meets on a regular basis and serves as an effective forum for addressing transversal issues, sharing best practices and
experiences in a wide variety of areas, and ensuring open lines of communication between general Counsels across the Group.
In addition, in order to drive integration deeper into the organization, a series of global Practice Groups have been established
which are composed of staff attorneys from Legal and Compliance Departments throughout the Group. These Groups are
organized around substantive areas of expertise (e.g. Compliance, Corporate/M&A, Corporate governance) or specifc themes
(e.g. emerging Issues & Trends) and are charged with carrying out specifc defined assignments and reporting back to the global
Legal Steering Group.

Group Audit

The primary mission of Group Audit is to provide the Management Board and the Audit Committee with an independent and
objective assurance on the comprehensiveness and effectiveness of internal controls as well as proposals to help improve the
management of risks, enhance performance and identify business opportunities.

The Group Audit Department fulflls its responsibilities as follows:

•  oversees the quality and performance of the local internal audit teams; sets internal audit policy and standards; co-ordinates
the audit planning of local internal audit teams to ensure adequate risk-based audit coverage; monitors the audit coverage and
activity, and the key risks and issues raised by local internal audit teams; and fosters the development of professional internal
audit practices, processes and systems; and

•  undertakes missions selected by the Management Board and the Audit Committee on strategic and management issues
to evaluate assumptions and achievement of objectives, strategies, and plans and, whether management are effciently and
effectively carrying out their functions of planning, organising, directing and controlling. opportunities for improving management

436 2008 ANNUAL REPORT

APPENDICES

control, operational effciency, profitability, and AXA’s image are identifed and communicated to the Management Board, local
Management and the Audit Committee.

Group Audit also performs the Group’s Chief Fraud Control officer role and oversees the implementation of AXA’s standard on
internal fraud control globally.

AXA’s internal audit organization is structured around the central Group Audit Department that coordinates and supervises the
Group’s overall internal audit process and capability, and the internal audit teams set up within Group subsidiaries. The Group
Audit Department operates mainly through:

•  overseeing of the internal audit teams within operating units;

•  strategic and transversal internal audit assignments.

The head of the Group Audit Department reports to the Chairman of AXA’s Management Board (with a functional reporting line to
AXA’s Chief Financial officer) and also has a direct and regular contact with the Chairman of AXA’s Audit Committee. In carrying
out his duties, the head of Group Audit liaises with other control and monitoring functions, including Group Risk Management,
PBRC and Group Legal, as well as Statutory Auditors.

Local internal audit teams are placed under the responsibility of a Chief Audit executive, who reports directly to the local Chief
executive officer or Chief Financial officer or a member of the local executive Committee, and also to the local internal audit
committee. These local teams also have a reporting line to the Group Audit Department and focus mainly on identifying the key
risks facing their business units, and on evaluating the design and operation of associated controls.

Group Audit performs quality assurance reviews of the local internal audit teams and assures compliance with the Institute of
Internal Auditors’ “Standard for the Professional Practice of Internal Auditing”.

Group Risk and Compliance Committee

In 2008, the management established a Group Risk and Compliance Committee to ensure that the Group has:

•  a comprehensive view of the various risks facing the Group on a continuing basis;

•  a dedicated forum for reviewing, analyzing and prioritizing these risks;

•  defined action plans to manage these risks; and

•  optimal coordination and communication between the different departments managing these risks.

This internal management committee is chaired by two members of the AXA Management Board, the Group CFO and Group
COO, and is co-managed by Group Risk Management and Group Legal.

The Committee is comprised of the following 10 GMS departments each of which is responsible for presenting to the Committee
the signifcant risk within its scope:

1.    Group Risk Management (GRM);

2.    Group Corporate Finance and Treasury (DCFG);

3.    Group Audit;

4.    Group Legal and Compliance;

5.    Group Tax;

6.    Planning Budgets Results Central (PBRC);

7.     Information Technology (IT)/operational excellence;

8.    AXA Cessions;

9.    Group Human Resources;

10.  Group Communication.

In connection with the first Group Risk & Compliance Committee held on october 27, 2008, a comprehensive risk mapping
exercise was undertaken. This exercise covered a broad range of risks to which the Group is exposed including financial, solvency,
insurance, operational, legal and compliance, tax, audit, human resources, and communications risks. As part of the process,
priorities and action points were established for the various GMS Departments that manage these risks. The Committee is
scheduled to meet on a quarterly basis going forward.

INTERNAL CONTROL OVER FINANCIAL REPORTING

As a result of its listing on the New york Stock exchange, AXA has been subject to the requirements of Sarbanes Section 404
since the year ending December 31, 2006, pursuant to which:

•  AXA’s management must perform a formal annual evaluation of the Group’s ICOFR;

•  In AXA’s annual report filed with the United States Securities and exchange Commission (SEC) management must state its
conclusions as to the effectiveness of the Company’s ICOFR, noting any material weakness; and

•  AXA’s Statutory Auditors are required to perform an “integrated audit” covering the Group’s ICOFR and to express their view
on the effectiveness of the Company’s ICOFR.

437

AXA has put in place a comprehensive Sarbanes 404 program, again coordinated by Group Audit for 2008, designed to ensure
that AXA’s CEO and CFO can conclude that the Group’s ICOFR is effective as of the end of each year. The program also aims to
ensure that AXA’s Statutory Auditors can provide a clean opinion on AXA’s ICOFR as part of their annual integrated audit.

As part of its evaluation of the Group’s ICOFR for the year ended December 31, 2008, management documented and tested
more than 6,300 individual internal controls which are part of the Group’s overall control environment designed to ensure the
accuracy and completeness of the Group’s consolidated financial statements on a continuing basis.

ICOFR is a process designed under the supervision of AXA’s principal executive and financial officers to provide reasonable but
not absolute assurance regarding the reliability of financial reporting and the preparation of its published financial statements.
ICOFR includes policies and procedures that:

•  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly refect the transactions and dispositions
of the assets of the Group;

•  Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements
in accordance with the generally accepted accounting principles;

•  Provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of
management and directors of the Group; and

•  Provide reasonable assurance that unauthorized acquisition, use or disposition of Group assets that could have a material
effect on the Group’s financial statements would be prevented or detected in a timely manner.

AXA has selected the COSO framework 2 to evaluate its ICOFR. In line with this framework, AXA has organized its ICOFR system
around fve key items: (1) Entity Level Controls (ELC), (2) IT ELC, (3) Financial Statement Closing Process (FSCP), (4) Business
Processes and (5) IT General Controls (ITGC).

AXA has developed a top-down/risk-based approach to its Sarbanes 404 program by being more focused on risk than on
coverage percentage and by using management judgment rather than a purely prescriptive approach. This risk-based approach
is in line with “Management guidance” and “Auditing Standard 5” released by the SEC and the Public Company Accounting
Oversight Board (PCAOB).

On that basis, a scoping methodology has been developed in order to determine which entities, accounts and disclosures are
subject to the Sarbanes 404 program. entities have been classifed into four levels depending on risk assessment:

•  Level 1 entities are individually signifcant and have to cover the fve items mentioned above;

•  Level 2 entities provide signifcant services to the Group and have to cover ELC and IT ELC, as well as appropriate business
processes;

•  Level 3 entities are signifcant when aggregated and have to cover eLC, IT ELC and FSCP; and

•  Level 4 entities relate to other entities and they do not have to evaluate their ICOFR. however, they are subject to Sarbanes
Section 302 compliance requirements.

The implementation of an adequate ICOFR and its evaluation requires that, for every item in scope, management needs to
document the processes and their related key controls, to test the design and operational effectiveness of key controls, and to
remedy any control defciency identifed.

on the basis of the extensive due diligence performed as part of its Sarbanes 404 program as described above, management
concluded that ICOFR was effective as of December 31, 2008.

AXA’s ICOFR as of December 31, 2008, was audited by PricewaterhouseCoopers Audit, which concluded the Company maintained,
in all material respects, effective ICOFR as of December 31, 2008, based on criteria established in COSO. 3

DISCLOSURE CONTROLS AND PROCEDURES

In addition to its Sarbanes 404 program as described above, AXA SA is required to comply with Sarbanes Section 302. Pursuant
to Sarbanes Section 302, AXA’s Chief executive officer and Chief Financial officer are each required to certify various matters
in each annual report (Form 20-F) filed with the SEC. This annual Section 302 certifcation requires the CEO and CFO to certify,
among other matters, that:

•  They have reviewed the annual report;

•  To their knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact that
would make the report misleading;

•  To their knowledge, the financial statements, and other financial information included in the report, fairly present in all material
respects the financial condition, results of operations and cash fows of the Company for the periods presented;

•  They are responsible for establishing and maintaining “disclosure controls and procedures” and “ICOFR” for the Company;

•  They have designed such disclosure controls and procedures, or caused them to be designed, to ensure that material information
relating to the Company and its consolidated subsidiaries, is made known to them on a timely basis;

 

(2) “ Internal Control – Integrated Framework”, publicly known as COSO (Committee Of Sponsoring Organizations), of the Treadway Commission, the name
of the committee that designed this standard.

(3) PricewaterhouseCoopers Audit’s Report to be found in the AXA 2008 Annual Report an Form 20-F.

438 2008 ANNUAL REPORT

APPENDICES

•  These disclosure controls and procedures provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with generally accepted accounting principles;

•  They have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the annual
report their conclusions as to effectiveness and disclosed to the Audit Committee and the Statutory Auditors (i) any material
weaknesses or signifcant defciencies and/or (ii) any fraud whether or not material, that involves management or other employees
who have a signifcant role in the Company’s ICOFR identifed.

In order to support the Sarbanes 302 certifcation, the Group has an extensive internal process that is based on three pillars:

(1)   CFO Sign-Off Certifcates required to be submitted by all local CFOs to PBRC together with submission of subsidiary
financial reporting/consolidation information to PBRC;

(2)   Sarbanes 404 Management Reports required to be submitted by the CFOs of all “in-scope” Group companies as part
of the Group’s Sarbanes 404 program described above; and

(3)   Sarbanes 302 sub-Certifcates required to be submitted by AXA executive Committee members, regional CFOs and
certain other executives (including GMS Department heads) pursuant to which each of these executives is required to review
the Group’s annual report and formally certify (i) the accuracy and completeness of the information in the annual report
with respect to the companies under his responsibility, and (ii) the effectiveness of disclosure controls and procedures and
ICOFR at companies under his responsibility (with specifc disclosure of any signifcant defciencies or material weaknesses).
In addition, as part of this “sub-certifcation” process, these executives are required to review and comment on a number of
transversal disclosures in the annual report relating to risk and other matters.

CONCLUSION

The AXA Group believes it has put in place a comprehensive system of internal control procedures and mechanisms that is
appropriate and well adapted to its business and the global scale of its operations.

however, all internal control systems, no matter how well designed, have inherent limitations and do not constitute a guaranty or
provide absolute certainty. even systems determined to be effective by management may not prevent or detect human errors,
systems malfunctions, fraud, or misstatements and can provide only reasonable assurance. In addition, effective controls may
become inadequate over time because of changes in conditions, deterioration of compliance with procedures or other factors.

PART 3 > COMPENSATION

For information on the principles and the rules adopted by the Supervisory Board in order to determine the compensation and
the advantages granted to the corporate officers please see Part III – Section 3.2 “Full disclosure on executive compensation
and share ownership” of the Group’s 2008 Annual Report.

PART 4 > CORPORATE GOVERNANCE CODE OF REFERENCE

Pursuant to the provisions of a French law of July 3, 2008, the Supervisory Board and the Management Board decided to adopt
all of the AFEP / MEDEF recommendations, including the recommendations on the compensation of executive officers dated
october 2008, as AXA’s reference code of corporate governance.

These recommendations were consolidated in a Corporate governance Code of Listed Corporations published by the AFEP
(Association Française des Entreprises Privées) and the MEDEF (Mouvement des Entreprises de France) in December 2008
(hereafter the “AFEP / MEDEF Code”), which is available at AXA’s registered office or on its website (www.axa.com) under the
“Corporate governance” Section.

AXA complies with the recommendations of the AFEP / MEDEF Code that are in line with the long-established corporate
governance principles initiated by the Company. AXA applies the recommendations of the AFEP / MEDEF Code in the conditions
detailed, for the most part, in Sections 3.1 “Directors, Senior Management and employees” and 3.2 “Full disclosure on executive
compensation and share ownership” of the Group’s 2008 Annual Report describing corporate governance mechanisms and
containing information about executives’ compensation.

In order to take into account certain specifcities of its governance practices, AXA has decided to adapt the following provisions
of the AFEP / MEDEF Code:

• To the extent the AFEP / MEDEF Code only refers to companies managed by Board of Directors (Conseil d’Administration),
the Company had to make the necessary adjustments to refect its dual corporate governance structure consisting of a

439

Management Board and a Supervisory Board. These adjustments take into account the legal separation of powers between
the Management Board and the Supervisory Board, and in particular the Supervisory Board’s prohibition, under French law,
to interfere into the management of the Company.

•  Section 14.2.1 of the AFEP / MEDEF Code relative to the review of the accounts by the Audit Committee: for practical reasons,
the review of the accounts by the Audit Committee generally occurs on the day preceding the Supervisory Board’s review, and
not two days before as it is provided for by the AFEP / MEDEF Code. however, the Company endeavours, so far as possible, to
provide the members of the Audit Committee with the required documents early enough to allow their proper examination.

•  Section 19 of the AFEP / MEDEF Code relative to the termination of the employment contract of the Management Board’s
Chairman: Mr. Henri de Castries, Chairman of the Company’s Management Board, has been employed by AXA under an
employment contract since he joined the Group in 1989. Pursuant to the provisions of the AFEP / MEDEF Code, the Supervisory
Board intends to consider the termination of its employment contract prior to the end of its term of office on october 11,
2009.

•  Section 20.2.3 of AFEP / MEDEF Code relative to stock options and performance shares:

(i) Holding of shares subsequent to subscription options or allotment of performance shares: In 2007, the Company decided
to implement strict rules pertaining to shareholding requirements for members of AXA’s Management Board. This policy
requires each member of the Management Board to hold, during the entire duration of his/her functions, a minimum
number of AXA shares representing a multiple of his/her annual cash remuneration (fxed salary plus annual variable
remuneration) received for the previous fiscal year. The Chairman of the Management Board is consequently required to
hold the equivalent of his total cash remuneration multiplied by 3 and the other members of the Management Board are
required to hold the equivalent of their total cash remuneration multiplied by 2. AXA ordinary shares or AXA ADRs or other
quoted subsidiaries of the Group are taken into account to calculate the number of shares actually held. each member
of the Management Board is required to meet with this minimum shareholding requirement within a period of 5 years
from (i) January 1, 2007 or (ii) the date of his/her first appointment to the Management Board. Considering the already
high level of this shareholding requirements imposed upon members of the Management Board, the Supervisory Board,
upon recommendation of its Compensation Committee, has decided that it was not necessary to set higher shareholding
thresholds after the initial 5-year period. For the same reasons, the Supervisory Board has decided that it was not adequate
to compel members of the Management Board to acquire a number of AXA shares once the compulsory holding period
of their performance shares has expired.

(ii) Exercise of stock options: pursuant to the AFEP / MEDEF Code, companies shall determine periods preceding the
disclosure of their financial statements during which the exercise of the stock options is not allowed (“sensitive periods”).
To date, the sensitive periods are determined by applying AXA Group’s Compliance and ethics guide. They generally
begin 30 days prior to the disclosure of the annual and half-year earnings. The Compliance and ethics guide prohibits
the sale of shares acquired subsequent to the exercise of stock options (“subscription and sale” transactions), but does
not prohibit, in accordance with common practice, the simple exercise of options that is not followed by the sale of the
shares acquired subsequently.

Pursuant to the provisions of Article L.225-68 of the French Commercial Code, it is specifed that the conditions for the shareholders’
participation to general meetings are detailed in Section 23 of AXA’s bylaws, copies of which are available at the Paris Trade and
Companies Register (Registre du Commerce et des Sociétés du Tribunal de Commerce de Paris). AXA’s bylaws are also available
on the Company’s website (www.axa.com). In addition, the information referred to in Article L.225-100-3 of the French Commercial
Code are made public in the Report of AXA’s Management Board which is included in AXA’s Annual Report for 2008.

440 2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

62, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Statutory Auditors’ report, prepared in accordance with Article L.225-235 of the French Commercial Code
on the report prepared by the Chairman of the Supervisory Board of AXA

(For the year ended December 31, 2008)

This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely for
the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Shareholders of AXA,
25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of AXA, and in accordance with article L.225-235 of the French Commercial Code, we
hereby report to you on the report prepared by the Chairman of the Supervisory Board of your Company in accordance with
article L.225-68 of the French Commercial Code for the year ended December 31, 2008.

It is the Chairman’s responsibility to prepare, and submit to the Supervisory Board for approval, a report describing the internal
control and risk management procedures implemented by the Company and providing the other information required by article
L.225-68 of the French Commercial Code in particular relating to corporate governance.

It is our responsibility

•  to report to you on the information set out in the Chairman’s report on internal control procedures relating to the preparation
and processing of financial and accounting information to establish the consolidated financial statements in accordance with
IFRS, as adopted by the european Union, and

•  to attest that the report sets out the other information required by article L.225-68 of the French Commercial Code, it being
specifed that it is not our responsibility to assess the fairness of this information.

we conducted our work in accordance with professional standards applicable in France.

Information concerning the internal control procedures relating to the preparation and processing
of financial and accounting information

The professional standards require that we perform procedures to assess the fairness of the information on internal control
procedures relating to the preparation and processing of financial and accounting information to establish the consolidated financial
statements in accordance with IFRS, as adopted by the european Union set out in the Chairman’s report. These procedures
mainly consisted of:

•  obtaining an understanding of the internal control procedures relating to the preparation and processing of financial and accounting
information on which the information presented in the Chairman’s report is based, and of the existing documentation;

•  obtaining an understanding of the work performed to support the information given in the report and of the existing
documentation;

•  determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial
and accounting information that we may have identifed in the course of our work are properly described in the Chairman’s
report.

on the basis of our work, we have no matters to report on the information given on internal control procedures relating to the
preparation and processing of financial and accounting information, set out in the Chairman of the Supervisory Board’s report,
prepared in accordance with article L.225-68 of the French Commercial Code.

441

Other information

we attest that the Chairman’s report sets out the other information required by article L.225-68 of the French Commercial
Code.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

eric Dupont – yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

442 2008 ANNUAL REPORT

APPENDICES

APPENDIX II

Other legal information

ANNUAL INFORMATION DOCUMENT

Pursuant to Article 222-7 of the AMF general Regulations, the table below sets forth all information published or otherwise
made public by the Company over of the previous twelve months, in one or more States that are party to the Agreement on the
european economic Area (eeA) or in one or more countries outside the eeA in order to fulfll the legal or regulatory obligations in
those countries with respect to financial instruments, issuers of financial instruments or financial instrument markets.

All dates in the table below read month/day/year.

Information published over the previous 12 months   Where the information
can be obtained		  
Press releases (a)   www.amf-france.org
www.axa.com		  
Shareholders’ Meeting – AXA Supervisory Board (04/22/2008)      
Management Changes in Japan – Asia Pacifc (04/25/2008)      
Filing of AXA’s Form 20-F with SEC (04/30/2008)      
1Q08 Activity Indicators (05/07/2008)      
Ambition 2012: AXA strengthens its brand strategy with the launch of a new signature (05/28/2008)      
AXA completes the acquisition of a 36.7% stake in Russian insurer RESO GARANTIA (06/18/2008)      
Two new members to join the Executive Committee of the AXA Group (07/10/2008)      
AXA completes the acquisition of Mexican insurer Seguros ING (07/22/2008)      
Half Year 2008 Earnings (08/07/2008)      
AXA launches its 2008 employee share offering (SharePlan 2008) (08/18/2008)      
Announcement of the acquisition of the Château de Polisy’s earthenware tiling thanks to AXA Group’s corporate
philanthropic contribution (09/01/2008)		      
AXA announces the subscription prices for its 2008 employee share offering (SharePlan 2008) (09/16/2008)      
AXA: non material equity exposure to Lehman Brothers and AIG (09/16/2008)      
Cap Cité: AXA facilitates community service for employees (09/17/2008)      
AXA presents the results of the 3rd edition of the Carbon Disclosure Project France (10/01/2008)      
9M08 Activity Indicators: Total Revenues down 0.9% to Euro 69,458 million (11/06/2008)      
AXA to hold today in Paris its Autumn Investor Conference (11/25/2008)      
Results of AXA employee share offering in 2008 (12/01/2008)      
AXA adopts the recommendations of AFEP-MEDEF concerning the compensation of executive officers (12/18/2008)      
Appointments: Peter S. Kraus becomes Chairman and CEO of AllianceBernstein, to join AXA’s Management Board in 2009.
AXA’s Executive Committee welcomes two new members: Véronique Weill, Group Executive Vice-President IT &
Operational Excellence and Dominique Carrel-Billiard, CEO of AXA Investment Managers (12/22/2008)		      
Full year 2008 Earnings – Resilient operating performance in a challenging environment (02/19/2008)      
AXA to subscribe to AXA Asia Pacifc Holdings’ capital increase: no impact on the Group’s Solvency, non material impact
on liquidity (03/17/2008)		      
Bulletin of Required Legal Notices Publications (BALO)   www.journal-officiel.gouv.fr  
Notice of Meeting (Shareholders’ Meeting to be held on 04/22/2008) (03/28/2008)      
2007 Annual Financial Statements before Shareholders’ Meeting (04/07/2008)      
Turnover 1st quarter of 2008 (05/14/2008)      
2007 Annual Financial Statements after Shareholders’ Meeting (05/23/2008)      
Turnover 2nd quarter of 2008 (08/11/2008)      
Notice of Meeting (Shareholders’ Meeting to be held on 04/30/2009) (02/27/2009)      

(a) Press releases issued prior to March 18, 2008 were listed in the Annual Information Document included in the AXA 2007 Annual Report.

443

Information published over the previous 12 months
Documents filed with the Trade Registry (Greffe)		       Where the information
can be obtained www.infogreffe.fr		  
Extract of the minutes of the Supervisory Board’s Meeting of 04/22/2008 regarding the appointment
of the Chairman and Vice-Chairman of the Supervisory Board		          
Extract of the minutes of the Shareholders’ Meeting of 04/22/2008          
Extract of the minutes of the Management Board of 07/28/2008 regarding the increase of the share capital          
Bylaws as at 07/28//2008          
Extract of the minutes of the Management Board of 11/28/2008 regarding the increases of the share capital          
Bylaws as at 11/28/2008          
Extract of the minutes of the Management Board of 01/05/2009 regarding the increase of the share capital          
Decision of the Chairman of the Management Board of 01/21/2009 regarding the increase of share capital          
Bylaws as at 01/21/2009          
Documents at the disposal of the Shareholders       Headquarters of the Company 25, avenue Matignon 75008 Paris — France  
Ordinary and Extraordinary General Meeting – April 22, 2008          
A copy of the convening fle sent to the Shareholders as well as the documents for their information (R.225-81 et R.225-86)          
The Statutory Auditors’ certifcate on the global amount of the paid sums to the 5 best paid persons          
The Statutory Auditors’ certifcate on the global amount of the sums entitled to the tax cut          
The list of the nominative initiatives of sponsoring and patronage realized by AXA          
The list of the Shareholders at 16 days before the Annual Meeting          
The list and subject of the signifcant current agreement          
The annual reports of the Management Board on the allocations of stock options and free allotments of shares          
Transactions on AXA shares       www.axa.com
www.amf-france.org		  
Disclosure of trading in the Company’s shares by members of the Management Board and the Supervisory Board          
02/08/2008 Claude Bébéar   11/28/2008 Claude Brunet      
03/14/2008 François Pierson   11/28/2008 Christopher Condron      
03/25/2008 François Pierson   11/28/2008 François Pierson      
03/25/2008 François Pierson   12/10/2008 Claude Brunet      
04/02/2008 Claude Bébéar   12/12/2008 Norbert Dentressangle      
04/02/2008 Christopher Condron   12/15/2008 Henri de Castries      
04/03/2008 Claude Bébéar   12/15/2008 Denis Duverne      
04/16/2008 Giuseppe Mussari   12/15/2008 Jean-René Fourtou      
05/15/2008 Henri de Castries   12/16/2008 Claude Brunet      
05/15/2008 Denis Duverne   12/17/2008 Henri de Castries      
06/27/2008 François Martineau   12/17/2008 Denis Duverne      
09/04/2008 Denis Duverne   12/17/2008 François Pierson      
09/22/2008 Denis Duverne   12/22/2008 Henri de Castries      
09/26/2008 Henri de Castries   12/22/2008 Denis Duverne      
10/02/2008 Alfred Bouckaert   12/22/2008 François Pierson      
11/27/2008 Jean-Martin Folz   12/22/2008 Jacques de Chateauvieux      
11/28/2008 Henri de Castries   02/20/2009 Jacques de Chateauvieux      
11/28/2008 Denis Duverne          
Disclosure of trading in own shares by the Company          
On March 13, 2008          
From April 3 to April 7, 2008          
On December 23, 2008          
Six month reports on AXA’s liquidity agreement          
As of June 30, 2008   As of December 31, 2008      

444 2008 ANNUAL REPORT

APPENDICES

Information published over the previous 12 months   Where the information
can be obtained		  
Disclosures of share ownership thresholds   www.amf-france.org  
–      
official public notice of shareholders’ agreement clauses   www.amf-france.org  
–      
Documents published abroad (20-F / 6-K)   www.sec.gov  
Form 6-K for April 2008: Free translation of AXA’s French Document de Référence for the year ended December 31, 2007
filed with the AMF (the French stock exchange regulatory authority) on March 28, 2008		      
Form 20-F (submitted on April 30, 2008)      
Form 6-K for May 2008: Press Release issued on May 7, 2008 by AXA, announcing its first quarter 2008 activity indicators      
Form 6-K for August 2008: Press Release issued on August 7, 2008 by AXA, announcing first half 2008 performance      
Form 6-K for November 2008: Press Release issued on November 6, 2008 by AXA, announcing the first nine months 2008
activity indicators		      
Form 6-K for February 2009: Press Release issued on February 19, 2009 by AXA, announcing its consolidated earnings
for the full year 2008		      

DOCUMENTS PERTAINING TO THE COMPANY

The following documents may be consulted at the AXA Group Legal Department located 21, avenue Matignon – 75008 Paris
(France) until the fling of AXA’s next Annual Report (Document de Référence):

•  The Bylaws of the Company;

•  The reports and other documents prepared by any expert at the Company’s request, any part of which is included onto or
referred to in this Annual Report;

•  The parent Company financial statements as well as the consolidated financial statements of the Company for each of the
two financial years preceding the publication of this Annual Report.

445

APPENDIX III

Statement of the person responsible for
the Annual Report (Document de Référence)

STATEMENT OF THE PERSON RESPONSIBLE

I, the undersigned, having taken all reasonable care to ensure that such is the case, hereby certify that the information contained
in this Annual Report (Document de Référence) is, to the best of my knowledge, in accordance with the facts and contains no
material omission likely to render it misleading or inaccurate in any material respect.

I confirm that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable accounting
standards and fairly present the assets and liabilities, the financial position and the profit or loss of the Company and its consolidated
subsidiaries, and that the Management Report, the various sections of which are mentioned on page 549 of this Annual Report,
fairly presents the evolution of the business, the results and the financial position of the Company and its consolidated subsidiaries,
and describes the principal risks and contingencies facing the Group.

The Statutory Auditors have provided me with a letter of completion of assignment, in which they confirm that they have verified
the information relating to the financial position and the financial statements contained in this Annual Report (with the exception of
information pertaining to european embedded value which they have not reviewed but which they have checked for consistency
with the work performed by the independant actuary Tillinghast [Towers Perrin] and dated February 18, 2009), and have reviewed
the entire document.

Paris, March 26, 2009

Henri de Castries

Chairman of the Management Board

PERSON RESPONSIBLE FOR FINANCIAL INFORMATION

Denis Duverne

Member of the Management Board,

Group Chief Financial Officer

AXA

25, avenue Matignon, 75008 Paris, France

446 2008 ANNUAL REPORT

APPENDICES

APPENDIX IV

Financial authorizations

FINANCIAL AUTHORIZATIONS TO ISSUE SHARES OR OTHER TYPES
OF SECURITIES AS OF DECEMBER 31, 2008

AXA’s authorizations to issue ordinary shares or other type of securities that were valid as of December 31, 2008 are summarized
in the tables below:

Issues with preferential subscription rights for shareholders

Securities   Maximum nominal
amount in case of debt
instruments in Euro		   Maximum nominal
amount of the capital
increase in Euro		   Term   Expiration  
Capitalization of reserves, earnings or premiums   –   1 billion (a)   26 months   July 14, 2009  
Ordinary shares and other securities granting a claim
to ordinary shares of the Company through subscription,
conversion, exchange, redemption, presentation
of a warrant or otherwise		   6 billion (b)   1.5 billion (c)   26 months   July 14, 2009  

Issues without preferential subscription rights for shareholders

Securities   Maximum nominal
amount in case of
debt instruments in Euro		   Maximum nominal
amount of the capital
increase in Euro
or in percentage
of the outstanding
share capital		   Term   Expiration  
Ordinary shares or securities granting a claim to ordinary shares of the Company through subscription, conversion, exchange, redemption, presentation of a warrant or otherwise (d)   6 billion (b)   1 billion (c)   26 months   July 14, 2009  
Shares or securities giving access to the capital,
reserved for employees		   –   100 million (e)   18 months   October 22, 2009  
Shares reserved for a specifc category of benefciaries
in connection with offerings for employees		   –   100 million (e)   18 months   October 22, 2009  
Performance shares (actions gratuites) (g)   –   1% (f)   38 months   June 22, 2011  
Restricted shares (actions gratuites)/
AXA Miles Ambition 2012 Plan (g)		   –   0.7% (h)   38 months   July 14, 2010  
Shares issued in connection with the exercise of stock options   –   2% (i)   38 months   June 22, 2011  

(a) Independent ceiling.

(b) The aggregate nominal value of debt instruments associated with the issue of securities with or without preferential subscription rights may not exceed
the global upper limit of €6 billion. This upper limit is separate and distinct from the limit on issuances of debt securities with no claim to the share capital
of the Company (ceiling of €2 billion).

(c) The aggregate nominal value of the capital increase with or without preferential subscription rights may not exceed the global upper limit of €1.5 billion.

(d) Including the issue of ordinary shares or securities (i) in the event of a public offer initiated by the Company, (ii) in consideration for contributions in kind
for up to 10% of the share capital, or (iii) as result of a securities issue by subsidiaries of AXA.

(e) Common ceiling.

(f)  At the date on which performance shares are granted by the Management Board.

(g) Existing shares and/or newly issued shares.

(h) At the date on which restricted shares are granted by the Management Board.
(i) At the date on which options are granted by the Management Board.

447

NEW FINANCIAL AUTHORIZATIONS

The following authorizations to issue shares or securities granting a claim to shares of the Company require the shareholders’
consent. They will be submitted to the Shareholders’ Meeting for approval on April 30, 2009:

Issues with preferential subscription rights for shareholders

Securities   Maximum nominal a
mount in case of
debt instruments in Euro		   Maximum nominal
amount of the capital
increase in Euro		   Term   Expiration  
Capitalization of reserves, earnings or premiums   –   1 billion (a)   26 months   June 30, 2011  
Ordinary shares and other securities granting a claim
to ordinary shares of the Company through subscription,
conversion, exchange, redemption, presentation
of a warrant or otherwise		   6 billion (c)   2 billion (d)   26 months   June 30, 2011  
Preferred shares   –   1 billion (e)   26 months   June 30, 2011  

Issues without preferential subscription rights for shareholders

Securities   Maximum nominal
amount in case of
debt instruments in Euro		   Maximum nominal
amount of the capital
increase in Euro
or in percentage
of the outstanding
share capital		   Term   Expiration  
Ordinary shares or securities granting a claim to ordinary shares of the Company through subscription, conversion, exchange, redemption, presentation of a warrant or otherwise (b)   6 billion (c)   20% (f)   26 months   June 30, 2011  
Ordinary Shares or securities giving access to the capital,
reserved for employees		   –   150 million (g)   18 months   October 30, 2010  
Ordinary Shares reserved for a specifc category of benefciaries in connection with offerings for employees   –   150 million (g)   18 months   October 30, 2010  
Preferred shares reserved for AXA Assurances IARD Mutuelle
and AXA Assurances Vie Mutuelle		   –   1 billion (e)   18 months   October 30, 2010  
Preferred shares   –   1 billion (e)   26 months   June 30, 2011  

(a) Independent ceiling.

(b) I ncluding the issue of ordinary shares or securities (i) in the event of a public offer initiated by the Company, (ii) in consideration for contributions in kind
for up to 10% of the share capital, or (iii) as result of a securities issue by subsidiaries of AXA.

(c) The aggregate nominal value of debt instruments associated with the issue of securities with or without preferential subscription rights may not exceed
the global upper limit of €6 billion. This upper limit is separate and distinct from the limit on issuances of debt securities with no claim to the share capital
of the Company (ceiling of €2 billion).

(d) The aggregate nominal value of the capital increase with or without preferential subscription rights may not exceed €2 billion in nominal value.

(e) C ommon ceiling to all preferred shares’ issues and limited to an issue gross income (inclusive of the share premium) of €2 billion.

(f)  Up to €1 billion in nominal value.

(g) Common ceiling.

USE IN 2008 OF THE VARIOUS FINANCIAL AUTHORIZATIONS PERTAINING
TO CAPITAL INCREASES

Equity issue reserved for employees

By virtue of the authorization granted by the shareholders at their Annual general Meeting of April 22, 2008 (19th resolution), the
Management Board increased the Company’s share capital in one offering, through the issue of shares to Group employees
under the SharePlan 2008 program. The shareholders waived their preferential subscription rights to facilitate this offering to
employees. In the countries that met the legal and tax requirements for participation in SharePlan, two investment options were
offered in 2008:

•  the traditional plan, offered in 36 countries,

•  the leveraged plan, offered in 36 countries.

 

More than 35,000 employees in 37 countries took part in SharePlan 2008, and participating employees invested a total of
approximately €460 million, as follows:

•   €29.3 million in the traditional plan, and

•   €431 million in the leveraged plan.

on the closing of the 2008 SharePlan offering in November 2008, AXA issued a total of 24.7 million new ordinary shares each
with a par value of €2.29, all of which were entitled to dividends for 2008. Most Group employees participating in SharePlan are
entitled to directly exercise their voting rights at AXA’s Shareholders’ Meeting.

448 2008 ANNUAL REPORT

APPENDICES

Stock options and performance shares

Stock options

In 2008, by virtue of the authorizations granted by the shareholders at the Annual general Meetings of April 20, 2005 (26th resolution)
and April 22, 2008 (17th resolution) 9,176,347 stock options (i.e. 9,075,344 stock options by virtue of the 2005 authorization and
101,003 stock options by virtue of the 2008 authorization) giving the right to their benefciaries to subscribe new AXA ordinary
shares, have been granted by the AXA Management Board.

Performance shares

In 2008, by virtue of the authorizations granted by the shareholders at the Annual general Meetings of April 20, 2005 (25th resolution)
and April 22, 2008 (16th resolution) 1,417,967 performance shares were granted by the AXA Management Board (1,367,967 shares
by virtue of the 2005 authorization and 50,000 shares by virtue of the 2008 authorization). Prior to the vesting and definitive
acquisition of these shares by the benefciaries (which will occur in 2010 or 2012 depending on the country of the benefciary’s
residence), the AXA Management Board will decide whether these performance share grants will be fulflled using existing or
newly issued AXA ordinary shares.

449

APPENDIX V

AXA Parent Company Financial Statements

MANAGEMENT BOARD’S REPORT

Parent company financial statements

Net income

Net income for the year ended December 31, 2008 was a loss of €1,253 million compared to a profit of €1,765 million in the
previous year. This loss was mainly due to a €2,181 million allowance for an exchange-rate risk provision, arising from the
Company’s policy of hedging net foreign currency investments in order to protect the Group’s consolidated shareholders’ equity
against currency movements.

In the Company’s consolidated financial statements, hedge accounting is applied to net investments in subsidiaries, such that
exchange rate movements have no impact on Group results. In the parent company financial statements, however, investments in
subsidiaries are recorded in euro at the historical cost, leading to unrealized exchange rate losses on debt being fully booked.
Foreign exchange exposure management continued in 2008, including implementation of additional hedging positions on
$1.5 billion, JPY437 billion and CHF3.25 billion.

Dividends received from subsidiaries amounted to €2,674 million, corresponding to an increase of €496 million from the
previous year.

Dividends received from european companies totaled €2,328 million, an increase of €498 million, resulting from the following
factors:

•  The €1,053 million dividend from AXA holdings Belgium represented a rise of €943 million, which was due to the capital gain
on the sale of the Netherlands activities in 2007.

•  Colisée RE (formerly AXA RE) paid a €243 million dividend, of which €230 million resulted from the appropriation of 2007
earnings.

•  The €183 million dividend paid by AXA Insurance (formerly AXA winterthur in Switzerland) was the first ever paid to the Group
since its acquisition. At the time of its 2007 restructuring, AXA Insurance had paid €367 million to the Company through capital
reductions.

•  on the other hand, the dividend from AXA France Assurance decreased by €678 million to €737 million due to the non-
recurrence of large capital gains realized in 2006 and paid out in 2007.

Dividends received from insurance companies outside Europe were stable, totaling €199 million compared to €213 million in
2007. The main contributors in 2008 were AXA Asia Pacific Holding (€100 million) and AXA Canada (€64 million).

The dividend received from financial subsidiaries rose by €13 million to €147 million, including €94 million from AXA Investment
Managers.

Net financial expenses, including interest expenses net of interest income from loans and investments, totaled €826 million,
compared to €538 million in 2007, represented an increase of €288 million.

Financial income increased by €47 million to €497 million, mainly due to:

•  Income from cash holdings rose by €121 million to €174 million, as a result of the €2.1 billion increase in the average cash
position in 2008.

•  Income from loans and receivables rose by €37 million, due to loans granted by the Company to support the growth of its
subsidiaries.

•  however, net income from swaps fell by €123 million to €88 million, mainly because of cancellation premiums paid on interest-
rate swaps on dollar hedges.

Financial charges increased by €335 million to €1,323 million.

•  Loans from subsidiaries to the Company, as part of the Group’s cash pooling arrangement, generated €160 million of additional
financial charges.

•  Interest on deeply subordinated notes increased by €56 million, mainly because of issuances that occurred in the fourth
quarter of 2007, i.e £700 million and €750 million, generating additional financial charges of €78 million. This increase was
partly offset by a €18 million decrease in coupons on other British pound-denominated debts, resulting from the rise in the
Euro value against the British pound.

450 2008 ANNUAL REPORT

•  Interest payments on commercial paper grew by €97 million as a result of the €2 billion increase in the average outstanding
amount, together with the rise in issuance spreads.

Operating charges amounted to €286 million, up €54 million, owing primarily to initiatives taken by the Group to promote its
brand and the financing of projects through the AXA Research Fund.

The Company recorded a loss of €12 million from investment operations, due to the sale of mutual fund units within the
Group.

Capital operations resulted in a loss of €3,636 million in 2008, versus a profit of €318 million in 2007. This 2008 loss broke
down as follows:

•  A €1,990 million exchange-rate loss, as opposed to a €564 million gain in 2007, including the aforementioned €2,181 million
allowance for a currency risk provision on loans and receivables denominated in foreign currencies. Conversely, realized
exchange rate gains totaled €191 million, mainly arising from the renewal of net foreign currency investment hedges that had
expired during the year.

•  Net capital losses on asset disposals, after releases of provisions on the securities sold, totaled €143 million and related mainly
to the sale of AXA treasury shares.

•  Allowances for provisions for contingent liabilities totaled €709 million, up from €287 million in 2007. This amount included
a €591 million financial provision relating to the mark-to-market writedown of an equity swap with another Group company
intended to hedge an equity portfolio, while the annual allowance for provisions for the redemption of bond premiums was
€95 million.

•  Allowances for provisions for financial investments amounted to €295 million, including €225 million relating to Colisée RE
because of its exceptional dividend pay-out.

•  Net exceptional items resulted in a loss of €545 million, including a €755 million loss due to the expiry of an intra-Group equity
swap and a €187 million profit on sales of call options as part of the option-based hedging strategy on equity markets.

The net income tax benefit was €835 million, compared to a benefit of €40 million in 2007. This item mainly consisted of tax
due by the companies that are part of the tax consolidation Group (€949 million). No standard rate tax charges were recorded
due to the tax loss arising mainly from exchange-rate impacts. Allowances for provisions covering the risk of tax repayments to
subsidiaries belonging to the French tax Group totaled €95 million.

Balance sheet

At December 31, 2008, total assets were €64,208 million, versus €55,608 million at December 31, 2007.

ASSETS

Intangible fixed assets amounted to €322 million, and mainly included the AXA brand acquired upon AXA’s absorption of
FINAXA as part of the 2005 merger and valued at €307 million based on brand royalties billed to Group subsidiaries and to the
Mutuelles AXA.

Investments in subsidiaries net of valuation allowances, totaled €51,568 million, versus €47,733 million at year-end 2007,
representing an increase of €3,835 million.

•  In order to streamline ownership of Group subsidiaries, AXA SA bought €1,433 million of AXA holdings Belgium shares, and
€980 million of AXA Investment Managers shares from Group subsidiaries.

•  In June 2008, AXA SA completed the purchase of a 36.7% stake in RESO Garantia, Russia’s second-largest property and
casualty insurer, for €805 million.

•  AXA Life europe, a company created to write unit-linked life insurance contracts with guaranteed minimum features via branches
in several european countries, received a capital injection of €395 million.

•  AXA SA injected €300 million of capital into AXA Mediterranean holding as part of the financing of the Seguros ING acquisition
and the buy-out of the minority shareholders in the Turkish unit AXA Oyak.

Receivables from subsidiaries amounted to €4,622 million, versus €3,142 million at end-2007, representing a rise of €1,480
million. This increase arose mainly from the $3 billion (€2.156 billion) of loans granted to AXA Financial to support its subsidiaries’
solvency ratio, partly offset by the repayment of €618 million of loans granted to entities.

Other financial assets, net of provisions, fell by €418 million, of which a €240 million decrease due to the sale of AXA
treasury shares and a €121 million decrease linked to the new classifcation under Marketable Securities of treasury shares held
to foster regular trading of AXA’s securities as well as the funds entrusted with the investment services provider in charge of the
liquidity program.

Loans increased by €725 million, including €719 million related to a $1 billion credit facility granted to shareholders in RESO
Garantia and guaranteed by these shareholders’ interests in RESO Garantia.

Tax receivables represented surplus corporate income tax payments made on account, and totaled €609 million.

Miscellaneous receivables totaled €424 million, including €244 million of tax receivable from entities part of the AXA tax
consolidation Group and financial income receivables.

451

Marketable securities fell by €315 million due to the sale of all mutual fund units managed by the Group and purchased in
2007 by the Company, partly offset by the reclassifcation of treasury shares mentioned above.

Cash and cash equivalents amounted to €4,126 million, up €1,584 million as a result of a liquidity risk management adapted
to prevailing market conditions and to margin calls from banks relating to collateral agreements.

Cash instruments totaled €760 million, including €564 million of option premiums paid by the Group as part of option-based
hedges on equity markets, and €77 million relating to the remainder of the premium paid in 2007, amortized over 10 years, for call
options to neutralize the dilutive impact of the 2017 convertible bonds. Cash instruments also included €93 million of premiums
paid to buy currency options, aimed at protecting the 2009 foreign currency earnings of the main subsidiaries.

Unrealized foreign exchange losses totaled €461 million, up €411 million due to the impact on debts of the yen and the
American Dollar rallies against the euro. This item refected unrealized losses on receivables and debts denominated in foreign
currencies arising from their revaluation at the balance sheet closing exchange rate. Any hedge arranged through off-balance sheet
derivatives and resulting in unrealized gains at year-end was not taken into account, in line with accounting principles in force.

LIABILITIES

Shareholders’ equity, before 2008 net income and after the payment of dividends relating to the prior year, totaled €28,610 million.
This represented an increase of €538 million, mainly driven by the €460 million capital increase reserved for employees and a
€63 million increase through the exercise of stock options.

Other shareholders’ equity, which includes deeply subordinated notes, amounted to €5,805 million compared to €6,323 million
in 2007, representing a decrease of €518 million due to exchange rate fuctuation impact.

Provisions for contingent liabilities amounted to €4,104 million, and mainly consisted of €2,335 million of currency risk
provisions, €751 million relating to an intra-Group equity swap, €609 million for redemption premiums on subordinated bonds
and €321 million for the possible repayment of tax savings to subsidiaries belonging to the French tax consolidation Group.

Subordinated debt totaled €6,924 million, up from €6,891 million in 2007, due to exchange rate fuctuations.

Financial debts amounted to €17,981 million. This represented an increase of €9,405 million, including €2,353 million relating
to issues of commercial paper, €1 billion relating to the RESO Garantia acquisition and €6 billion granted by Group entities as
part of the Group’s cash pooling arrangements and initiatives to optimize intra-Group financing.

Debt relating to non-current assets totaled €168 million and included shares issued by entities but not yet fully paid, including
€75 million for AXA Life Europe and €54 million for AXA Italia.

Other payables amounted to €208 million, down €729 million due to the repayment of a €790 million of debt issued in relation
to the purchase of Hispanowin shares.

Unrealized foreign exchange gains amounted to €1,612 million in 2008, up from €1,118 million at December 31, 2007. This
item refected the positive effects derived from the revaluation of foreign currency denominated loans and liabilities at the balance
sheet closing exchange rate. The increase in this item in 2008 arose from the positive impact of exchange rate movements on
debts, mainly those denominated in British pound.

452 2008 ANNUAL REPORT

BALANCE SHEET

Assets

        December 31, 2008  
(in Euro million)       Gross carrying
value		   Amortization
and provisions		   Net carrying
value		   Net carrying
value as at
December 31, 2007		   Net carrying
value as at
December 31, 2006		  
FIXED ASSETS                          
INTANGIBLE ASSETS       322       322   322   322  
TANGIBLE ASSETS                          
Land       –       –   –   –  
Buildings and other fixed assets       1       1   1   2  
FINANCIAL ASSETS                          
Investments in subsidiaries       52,387   819   51,568   47,733   46,756  
Receivables from subsidiaries       4,629   7   4,622   3,142   3,046  
Other financial assets       391   34   357   776   228  
Loans       799   14   785   60   510  
    I   58,529   874   57,655   52,034   50,864  
CURRENT ASSETS                          
OPERATING RECEIVABLES                          
Tax receivables       609       609   40   3  
Receivables and subsidiaries’ current accounts       427   3   424   335   333  
Marketable securities       122       122   437   –  
Cash instruments       760       760   105   60  
Cash and cash equivalents       4,126       4,126   2,542   317  
Prepaid expenses       5       5   8   8  
    II   6,048   3   6,045   3,466   722  
PREPAYMENTS AND ACCRUED INCOME                          
Deferred charges       246   203   43   55   57  
Bond redemption premiums       3       3   4   4  
Unrealized foreign exchange losses       461       461   50   60  
TOTAL ASSETS       65,288   1,080   64,208   55,608   51,707  

453

(in euro million)       As at december 31,
2008		   As at december 31,
2007		   As at december 31,
2006		  
SHAREHOLDERS’ EQUITY                  
CAPITAL                  
Ordinary shares       4,784   4,719   4,793  
CAPITAL IN EXCESS OF NOMINAL VALUE                  
Issue premiums       16,377   15,910   17,030  
Merger and contribution premiums       1,060   1,060   1,058  
RESERVES                  
Legal reserve       479   479   433  
Specific reserves for long term capital gains       2,016   2,016   2,016  
Other reserves       3,866   3,866   3,866  
Retained earnings       17   714   1,531  
Tax driven provision       10   4      
Net income for the financial year       (1,253)   1,765   1,433  
    I   27,357   30,533   32,159  
OTHER SHAREHOLDERS’ EQUITY                  
Perpetual subordinated notes       5,805   6,323   4,824  
    II   5,805   6,323   4,824  
PROVISIONS FOR CONTINGENT LIABILITIES   III   4,104   1,166   817  
LIABILITIES                  
SUBORDINATED DEBT       6,924   6,891   7,976  
FINANCIAL DEBTS       17,981   8,576   4,974  
OPERATING PAYABLES                  
Tax payables               98  
Social payables       1   1   1  
OTHER PAYABLES                  
Debts on fixed assets       168   54   54  
Other       208   937   114  
Cash instruments       40       15  
Deferred income       8   9   10  
    IV   25,330   16,469   13,242  
PREPAYMENTS AND ACCRUED EXPENSE                  
Unrealized foreign exchange gains       1,612   1,117   663  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY       64,208   55,608   51,707  

454 2008 ANNUAL REPORT

INCOME STATEMENT

(in Euro million)       2008   2007   2006  
I. RESULT ON ORDINARY ACTIVITIES                  
FINANCIAL & OPERATING REVENUES                  
Dividends received from subsidiaries       2,674   2,178   1,581  
Revenues on short-term investments       497   450   301  
Releases and expense transfers                  
Other revenues       8   7   7  
    I   3,179   2,635   1,889  
OPERATING EXPENSES                  
External expenses and other expenses       (274)   (220)   (180)  
Tax expenses       (1)   (2)   (1)  
Payroll and compensation       (7)   (5)   (6)  
Interest expense       (1,323)   (988)   (635)  
Allowances for depreciation of buildings and deferred charges       (12)   (12)   (10)  
Other expenses                  
    II   (1,618)   (1,228)   (832)  
OPERATING PROFIT   (III = I + II)   1,561   1,407   1,057  
CONTRIBUTION ON COMMON OPERATIONS   IV              
FINANCIAL OPERATIONS ON SECURITIES                  
Net income on sale of short-term securities       (12)          
INVESTMENT RESULT ON SECURITIES   V   (12)   –   –  
PROFIT ON ORDINARY ACTIVITIES BEFORE TAX   (VI = III + IV + V)   1,549   1,407   1,057  
II. RESULT ON CAPITAL OPERATIONS                  
Proceeds from the sale of fixed assets       138   1,916   115  
Releases of provisions for contingent liabilities       46   2   2  
Releases of equity securities provisions       20   24   66  
Foreign exchange result       (1,990)   564   533  
Net book value on the sale of fixed assets       (301)   (1,633)   (102)  
Allowances to provisions for contingent liabilities       (709)   (287)   (104)  
Allowances to equity shares provisions       (295)   (112)   (89)  
Exceptional result       (545)   (155)      
    VII   (3,636)   318   421  
INCOME TAX BENEFIT / EXPENSE   VIII   835   40   (45)  
III. NET INCOME FOR THE FINANCIAL YEAR   VI + VII +VIII   (1,253)   1,765   1,433  

455

FINANCIAL RESULTS OVER THE PAST FIVE YEARS

(in Euro million)   Year ending
December 31, 2004		   Year ending
December 31, 2005		   Year ending December 31, 2006   Year ending
December 31, 2007		   Year ending
December 31, 2008		  
1 – CLOSING BALANCE SHEET SUMMARY                      
a) Ordinary shares (nominal value)   4,370   4,286   4,793   4,719   4,784  
b) Ordinary shares (numbers in million)   1,908   1,872   2,093   2,061   2,089  
c) Bonds mandatorily convertible into ordinary shares
(numbers in million)		   16   16   16   7   7 (a)  
2 – INCOME STATEMENT SUMMARY                      
a) Gross revenues before sales tax   1,349   1,788   1,882   2,628   3,171  
b) Pre-tax income from continuing operations, before depreciation,
amortization and releases		   660   1,061   1,067   1,420   1,561  
c) Income tax expense / benefit   30   623   (46)   40   835  
d) Net after-tax income after depreciation, amortization and releases   519   1,137   1,433   1,765   (1,253)  
e) Net dividend distribution   1,164   1,647   2,218   2,473   836  
3 – PER SHARE DATA                      
a) After tax income, before depreciation, amortization and releases   0.33   0.65   0.75   1.08   0.90  
b) After tax income, after depreciation, amortization and releases   0.27   0.61   0.68   0.86   (0.60)  
c) Net dividend per share   0.61   0.88   1.06   1.2   0.40 (b)  

(a) Since January 1, 2007, AXA’s 2017 bonds can still be converted, but any dilutive impact created by the issuance of new shares resulting from the conversion
of the bonds is neutralized by the automatic exercice of call options on the AXA shares which have been put in place.

(b) Dividend of €0.40 per share proposed to the Shareholders’ Meeting of April 30, 2009, based on 2,089,158,169 outstanding ordinary shares at December 31,
2008.

456 2008 ANNUAL REPORT

APPENDICES

STATEMENT OF CASH FLOWS

(in Euro million)   Year ending
December 31, 2008		   Year ending
December 31, 2007		   Year ending
December 31, 2006		  
CASH INFLOWS              
Profit on ordinary activities before tax   1,549   1,407   1,057  
Result on capital operations before tax   (3,636)   318   421  
Income tax expense/benefit   835   40   (46)  
Changes in reserves and amortization   3,241   462   (288)  
Cash fow for the year   1,989   2,227   1,144  
Increases in shareholders’ equity   532   703   4,605  
New borrowings   10,753   4,959   7,074  
Sale or decrease in fixed assets              
• Tangible fixed assets   –   3   8  
• Financial assets   4,203   4,622   1,934  
TOTAL CASH INFLOWS   17,477   12,515   14,765  
CASH OUTFLOWS              
Dividends paid out during the year   2,462   2,203   1,635  
Repayments of financial debts   1,621   1,025   835  
Purchase of fixed assets
• Tangible fixed assets		              
• Financial assets   11,006   4,450   12,447  
Reduction of capital   –   1,899   305  
TOTAL CASH OUTFLOWS   15,089   9,577   15,222  
CHANGE IN WORKING CAPITAL   2,388   2,938   (457)  
Short-term equivalents              
Change in: • operating receivables   654   462   (307)  
• operating payables   (103)   15   (79)  
• cash and cash equivalents   1,836   2,461   (71)  
TOTAL   2,388   2,938   (457)  

457

SUBSIDIARIES AND PARTICIPATING INTERESTS

(in euro million)   Share capital
1		   Other
shareholders’ equity
2		   Percentage of
capital held
3		   Gross Book
Value of
securities held
4		  
A. DETAILED INFORMATION CONCERNING SUBSIDIARIES AND INVESTMENTS ACCOUNTING FOR IN EXCESS OF 1%
OF AXA’S SHAREHOLDERS’ EQUITY		      
1) Subsidiaries (at least 50%-owned)                  
CIE FINANCIÈRE DE PARIS 137, rue Victor Hugo – 92687 LEVALLOIS PERRET   9   123   99.99%   184  
AXA GENERAL INSURANCE HONG KONG 30th Floor, PCCW Tower, Taikoo Place, 979 King’s Road
Quarry Bay, HONG KONG		   15   27   99.99%   65  
AXA REINSURANCE IRELAND Wolfe Tone House – Wolfe Tone Street – DUBLIN – Irlande   32   74   100.00%   107  
AXA ASSISTANCE 6, rue André Gide – 92320 CHATILLON – 92130 ISSY LES MOULINEAUX   42   14   99.99%   48  
AXA Canada (b) 2020 rue University – MONTREAL – QUEBEC H 3A 2A5   220   360   100.00%   104  
AXA LIFE EUROPE Wolfe Tone House – Wolfe Tone Street – DUBLIN   100   537   100.00%   637  
AXA EQUITY AND LAW PLC 5 Old Broad Street LONDON EC2N 1AD   1   1,105   99.96%   1,133  
AXA OYAK HOLDING AS Meclisi Mebusan cad n° 15 – Salipazari 80040 – ISTANBUL   132   (17)   50.00%   81  
AXA PARTICIPATION 2 23, avenue Matignon – 75008 PARIS   3   497   100.00%   455  
AXA France ASSURANCE 26, rue Drouot – 75009 PARIS   378   4,270   100.00%   3,415  
AXA JAPAN HOLDING COMPANY LIMITED NBF Platinium Tower 1-17-3 Shirokane – Minato-ku
108 – 8020 TOKYO		   1,646   2,088   78.01%   3,206  
VINCI B.V. Graadt van Roggenweg 500 – Postbus 30800
3503 AP UTRECHT – PAYS BAS		   1,439   2,616   100.00%   4,285  
AXA GLOBAL RISKS 140, Frenchurch Street EC3M 6BL LONDON   21   28   100.00%   109  
LOR PATRIMOINE 23, Avenue Matignon – 75008 PARIS   53   3   99.99%   53  
COLISEE RE (ex. AXA RE) 39 rue du Colisée – 75008 PARIS   319   213   99.99%   843  
AXA UK PLC (b) 5 Old Broad Street LONDON EC2N 1AD   1,291   3,298   65.64%   4,556  
AXA MEDITERRANEAN HOLDING Calle monseñor Palmer numéro 1 – PALMA DE MALLORCA   106   1,633   100.00%   2,449  
OUDINOT PARTICIPATIONS 21, avenue Matignon – 75008 PARIS   9,150   3,657   100.00%   12,299  
AXA ITALIA SPA 15, Via léopardi - 15 - 20123 MILAN   624   54   98.24%   715  
AXA LIFE HONG KONG 151 Gloucester Road – Wan Chai – HONG KONG   6   1   100.00%   90  
AXA HOLDING MAROC 120-122, avenue Hassan II – 21000 CASABLANCA   209   23   100.00%   229  
AXA PORTUGAL COMPANHIA DE SEGUROS Praca Marquês de Pombal, 14 – LISBONNE 1050   37   39   83.01%   72  
SAINT-GEORGES RE 9, avenue de Messine – 75009 PARIS   10   6   99.99%   82  
AXA HOLDINGS BELGIUM 25 Boulevard du Souverain – 1170 BRUXELLES   453   1,665   100.00%   5,318  

(a) For Insurance companies: gross written premiums.
For real estate companies: rental revenues.

For holding companies: dividends.

For financial services companies: gross banking revenues.

(b) Consolidated data.

458 2008 ANNUAL REPORT

APPENDICES

Net Book
Value of
securities held
5		   Loans and cash
advances given
by the company
still outstanding
6 		  Guarantees and
commitments given
by the company
7		   Last closing
revenues available (a)
8		   Last closing
result available
9		   Dividends received 10   Closing date
and other
observations
11		  
                           
                           
60   10       6   19   22   Dec. 31, 2008  
65           66   4   11   Dec. 31, 2008  
107                       Dec. 31, 2008  
48           870   15       Dec. 31, 2008  
104           1,100   61   64   Dec. 31, 2008  
627       415   1   (10)       Dec. 31, 2008  
1,133                       Dec. 31, 2008  
81           24   24   11   Dec. 31, 2008  
455           18   16   24   Dec. 31, 2008  
3,415           880   815   737   Dec. 31, 2008  
3,206   32       4   (4)       Sept. 30, 2008  
4,285   700       29   144       Dec. 31, 2008  
60       12   1   9   10   Dec. 31, 2008  
53           1           Dec. 31, 2008  
515       83       (14)   243   Dec. 31, 2008  
4,556   247   300   38   56       Dec. 31, 2008  
2,449   55   9   175   90       Dec. 31, 2008  
12,299                       Dec. 31, 2008  
715           64   57   52   Dec. 31, 2008  
6                       Dec. 31, 2008  
229           23   18       Dec. 31, 2008  
72           366   18   21   Dec. 31, 2008  
33           1   11   13   Dec. 31, 2008  
5,318           730   696   1,053   Dec. 31, 2008  

459

(in Euro million)   Share capital
1		   Other
shareholders’ equity
2		   Percentage of
capital held
3		   Gross Book
Value of
securities held
4		  
AXA TECHNOLOGY SERVICES Les collines de l’Arche – 76 route de la Demi lune – 92057 PARIS LA DEFENSE   25   1   99.78%   73  
KYOBO AUTO ASSURANCE 395-70 Shindaebang-dong, Dongjak-gu SEOUL   73   5   92.36%   157  
WINTERTHUR SWISS INSURANCE COMPANY General Guisan-str,40 CH-8401 – Winterthur   114   1,905   100.00%   5,171  
AXA INVESTMENT MANAGERS Cœur Défense – Tour B – La Défense 4 – 100 Esplanade du Général de Gaulle
92932 Paris La Défense		   53   639   73.67%   1,369  
AXA CESSIONS 9, avenue de Messine – 75009 PARIS   85   25   99.99%   105  
SOCIETE BEAUJON 21, avenue Matignon – 75008 PARIS   3   107   99.86%   77  
2) Participating interests (10 to 50%-owned)                  
AXA KONZERN AG Colonia – Allée 10-20 51067 KOLN   80   1,186   34.63%   2,120  
RESO GARANTIA Ul, Svetlanskaya, 250/1, Vladivostok,Primorsky Territory
Far Eastern federal district, 690000 Russian Federation		       268   28.23%   805  
BAO MINH INSURANCE CORPORATION 26 Ton That Dam,Districk 1, Ho Chi Minh City – VIETNAM   31   47   16.60%   53  
AXA ASIA PACIFIC HOLDING LIMITED (b) 447 Collins Street MELBOURNE Victoria 3000   362   1,170   44.10%   541  
SUB-TOTAL A               51,006  
B. GENERAL INFORMATION ABOUT OTHER UNITS AND PARTICIPATING INTERESTS          
1) Subsidiaries not shown in section A                  
a) French subsidiaries (total) b) Foreign subsidiaries (total)               84
201		  
2) Participating interests not shown in section A                  
a) in French companies (total) b) in foreign companies (total)               35
50		  
TOTAL (A+B)               51,376  

(a) For Insurance companies: gross written premiums.
For real estate companies: rental revenues.

For holding companies: dividends.

For financial services companies: gross banking revenues.

(b) Consolidated data.

460 2008 ANNUAL REPORT

Net Book
Value of
securities held
5		   Loans and cash
advances given
by the company
still outstanding
6		   Guarantees and
commitments given
by the company
7		   Last closing
revenues available (a)
8		   Last closing
result available
9		   Dividends received
10		   Closing date
and other
observations
11		  
26       244   2   1   2   Dec. 31, 2008  
157           326           Dec. 31, 2008  
5,171       2,702   2,156   202   183   Dec. 31, 2008  
1,369   174       73   151   94   Dec. 31, 2008  
105       4   868   12   15   Dec. 31, 2008  
77   127       11   1       Dec. 31, 2008  
                           
2,120           417   388       Dec. 31, 2008  
805       150               Dec. 31, 2008  
53           66   5       Dec. 31, 2007  
541   783       244   3   100   Dec. 31, 2008  
50,315   2,128   3,918   8,561   2,789   2,655      
                           
                           
32
150		   25
256		   14           13      
                           
31
28		   4               2
1		      
50,557   2,414   3,931   8,561   2,789   2,671      

461

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2008

Net income for the year ended December 31, 2008 was a loss of €1,253 million compared to a profit of €1,765 million in the
previous year. This loss was mainly due to a €2,181 million allowance for an exchange-rate risk provision, arising from the
Company’s policy of hedging net foreign currency investments in order to protect the Group’s consolidated shareholders’ equity
against currency movements.

In the Company’s consolidated financial statements, hedge accounting is applied to net investments in subsidiaries, such that
exchange rate movements have no impact on Group results. In the parent company financial statements, however, investments in
subsidiaries are recorded in Euro at the historical cost, leading to unrealized exchange rate losses on debt being fully booked.

Foreign exchange exposure management continued in 2008, including implementation of additional hedging positions on
$1.5 billion, JPY437 billion and CHF3.25 billion.

The assets at December 31, 2008 were €64,208 million, compared with €55,608 million at December 31, 2007.

1. HIGHLIGHTS

The significant account movements are presented in the tables in these notes.

2. ACCOUNTING PRINCIPLES

2.1. General principles

The financial statements as at December 31, 2008 are prepared and presented in accordance with the provisions of the 1999
Chart of Accounts.

Since January 1, 2002, AXA SA has applied CRC regulation 2000-06 relating to liabilities. Application of this regulation has had
no impact on the company’s financial statements.

Since January 1, 2005, AXA has applied regulations 2002-10 relating to depreciation and amortization of assets, as amended by
CRC regulation 03-07, and 2004-06 relating to the definition, recognition and measurement of assets. Application of this regulation
has had no impact on the Company’s financial statements.

According to CRC regulation 2008-15, the treasury shares held to foster regular trading of AXA’s securities as well as the funds
entrusted with the investment services provider in charge of the liquidity program are now recorded in “Marketable securities”.
At December 31, 2008, they amounted to €63 million and €57 million, respectively, compared to €60 million and €94 million,
respectively, at the end of 2007. At December 31, 2007, these amounts were recorded in “other financial assets”.

The application of CRC regulation 2008-15 dated December 4, 2008 relating to the accounting treatment of stock options
(subscription and purchase) and performance shares/units (free shares granted to employees and subject to performance
conditions) had no impact on the Company’s financial statements.

Find below a summary of options and performances shares granted in 2008 and 2007 to Management Board members paid by AXA SA.

Stocks options and performance shares plans are described in Part III Section 3.2 “Full disclosure on executive compensation and share
ownership” of this Annual Report.

    Year 2008   Year 2007    
(in Euro)   Value of options
granted during
the year		   Value of performance
shares granted
during the year		   Value of options
granted during
the year		   Value of performance
shares granted
during the year		  
Henri de Castries   1,257,100   1,426,320   –   –  
Claude Brunet   754,260   855,792   1,072,400   460,320  
Denis Duverne   1,005,680   1,141,056   2,042,667   876,800  
François Pierson   900,922   1,022,196   1,532,000   657,600  

2.2. Presentation of the financial statements

Balance sheet

Intangible assets include concessions, patents and brands, as well as goodwill of mergers.

Tangible assets include investments in real estate, split between land and buildings, as well as fixtures and fittings.

462 2008 ANNUAL REPORT

Financial assets consist in (i) investments in and receivables from subsidiaries and affiliates and (ii) other financial assets and
loans.

Securities are classifed using the following criteria:

•  Investments in subsidiaries and affiliates are securities representing at least 10% of the share capital of the issuing company
plus those which AXA deems held for the long term.

•  other financial assets comprise securities representing less than 10% of the share capital and which are not investments in
subsidiaries and affiliates.

Income

The income statement distinguishes between ordinary operations and capital operations.

•  ordinary operations include dividends, revenues from other investments, financial expenses, operating expenses and income
from transactions in investments.

•  Capital operations include gains or losses on the disposal of investments in subsidiaries and affiliates and portfolio management
investments, impairment charges and reversals in respect of these securities and related receivables, gains and losses arising
from exchange rate movements, charges and reversals of provisions for risks and charges, and exceptional income and
expense.

•  Disposals of investments in subsidiaries and affiliates are measured using the weighted average unit cost method.

To improve the transparency of the financial statements, (i) charges and releases of provisions for exchange rate risk are recognized
in foreign exchange result, and (ii) charges and reversals of provisions for tax repayment risk are recognized in income tax
benefit/expense.

2.3. Tangible assets

Tangible assets are recognized at acquisition cost or transfer value. Buildings are depreciated using the straight line method over
fifty years, and fitting work is depreciated over five or ten years as appropriate.

2.4. Intangible assets

Intangible assets amounted to €322 million, and mainly included the AXA brand contributed by FINAXA as part of the merger in
2005 and valued at €307 million based on brand royalties billed to Group subsidiaries and to the Mutuelles AXA.

2.5. Financial assets

Financial assets are measured at acquisition cost or transfer cost. At the balance sheet date, the acquisition cost is compared
with the fair value, and the lower of these two values is then recognized in the balance sheet.

The fair value of investments in subsidiaries and affliates is their going concern value for the firm. This may be determined as a
function of either their share price or their shareholders’ equity, including unrealized gains, and prospects for the subsidiary.

This multi-criteria analysis refects the long-term nature of AXA’s ownership in these subsidiaries and excludes factors relating
to short-term market volatility. Net book value is compared with the going concern value, which is the value of the assets and
expected profits of existing and new business, taking into account the entity’s future prospects. The value of future profits is
estimated on the basis of calculations of the european embedded value of the Life & Savings business published by the Group,
or similar calculations for other activities.
For other investments, the fair value is the share price for listed securities and the likely trading value for unlisted securities.

2.6. Receivables

Receivables are measured at nominal value. An impairment provision is charged in the event of risk of non-recovery.

2.7. Marketable securities

At the balance sheet date, the acquisition cost is compared with the fair value, which corresponds to the exit value for SICAV and
FCP mutual funds and to the average share price over the last month before the balance sheet date for the other securities.

2.8. Prepayments and accrued income

Deferred charges correspond to debt issue costs, which are spread over the lifetime of the issue or for a maximum of 10 years
when the debt has no predetermined maturity.

2.9. Subordinated bonds

AXA SA has issued two subordinated bonds:

•  2.5% bonds, maturity January 1, 2014: 9,185,581 bonds with a par value of €165 and a redemption value of €230.88 were in
circulation at December 31, 2008. The redemption premium amounts to €606 million.

463

•  3.75% bonds, maturity January 1, 2017: 6,636,896 bonds with a par value of €165.50 and a redemption value of €269.16 were
in circulation at December 31, 2008. The redemption premium amounts to €688 million.

These bonds have been recognized using the single transaction approach. The redemption premium, being the difference
between the value at par and the redemption value of the bond issue, was not recognized as a liability at the time of the bond
issue. Redemption premiums have been amortized since 2002 and will be until maturity of the issue, using the compound interest
method. The yield to maturity used is the rate which enables future payment of the redemption premium, assuming the two
bonds were issued on January 1, 2002, namely 2.84% for the 1999 issue and 3.29% for the 2000 issue. The charge for the year
ending December 31, 2008 amounted to €95 million, and the existing provision at December 31, 2008 was €609 million. The
unamortized balance of €685 million was recognized as an off-balance sheet commitment.

On January 11, 2007, the meetings of holders of AXA’s 2014 and 2017 convertible bonds were held to vote on an amendment
of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect of the value of the
conversion option.

The general Meetings of 2014 convertible bondholders accepted the amendment. As a result, holders who did not convert their
bonds by January 26, 2007 received €16.23 per bond on January 31, 2007.

The general Meeting of 2017 bondholders did not approve the amendment. As a result, to fully neutralize the dilution impact of the
2017 convertible bonds, AXA bought call options on AXA shares with an automatic exercise mechanism from a bank counterparty
for a total cash amount equivalent to the payment proposed to bondholders. This €96 million premium is to be amortized over
the residual ten-year term of the bond. At December 31, 2008, the remaining amount to be amortized was €77 million.

2.10. Employee benefits

Employee benefit liability is reviewed to ensure it covers future retirement benefit obligations and post-retirement benefits.
Pursuant to this review and after benefits payment of €20 million in 2008, the employee benefit liability amounted to €3 million
at December 31, 2008.

2.11. Unrealized foreign exchange gains/losses

Foreign currency receivables and liabilities are adjusted at the balance sheet date exchange rate. The matching item for this
adjustment is a translation variance asset account when the difference is an unrealized loss, and a translation variance liability
account when it is an unrealized gain. These items do not fow through the income statement but a provision for foreign exchange
risk is made to recognize unrealized losses relating to the translation variance asset.

A translation variance asset relating to a debt which is hedged by the purchase of currency futures does not give rise to recognition
of a provision. The same is true for loans which are hedged from origination through exchange rate swaps. If a loan or borrowing
generates an unrealized translation loss, but is hedged, a provision for unhedged risk is registered.

2.12. Derivative products

•  Interest rate swaps: these transactions are recognized by applying the accrued interest method. A distinction is made in the
income statement and balance sheet between income from the principal transaction, which is the subject of the swap, and the
net income from the swap transaction. The nominal value of the swaps serving as bases for interest rate swaps is recognized
off-balance sheet.

•  Derivative products qualifying as hedges against foreign exchange risk (exchange rate or currency swaps, currency futures)
are recognized off-balance sheet as a reciprocal liability and receivable commitment. For currency options, the premium paid
on acquisition is recognized as an asset on the balance sheet in the ‘cash instruments’ account. when the option is exercised,
the premium is recorded in the income statement. The same is true when the option is not exercised at term. For option
sales, a provision for risks and charges is recognized to take into account the unrealized loss. Other derivative instruments
are recognized off-balance sheet at their nominal value. Unrealized losses arising from the estimated market value of these
financial instruments give rise to recognition of a provision for foreign exchange loss.

•  Equity derivative products: equity option rights paid or received are posted in a suspense account on payment or receipt of
funds. At the balance sheet date, if the option has not been exercised, the rights received, representing possible income, are
not recognized in the income statement. A provision is created against rights paid if it is likely, given market trends, that the
option will not be exercised. When the option is exercised, this represents an addition to the acquisition price of the underlying
instrument, and an addition to the sale price when the option is sold.

2.13. Other shareholders’ equity

Perpetual deeply subordinated notes are classifed as “other shareholders’ equity” when, like for ordinary shares, there is no
contractual obligation to remit cash or any other financial assets.

Other shareholders’ equity included €5,805 million of perpetual deeply subordinated notes at December 31, 2008, versus
€6,323 million at December 31, 2007, representing a decrease of €518 million due to exchange rate fuctuation impact.

464 2008 ANNUAL REPORT

2.14. Provisions for contingent liabilities

The Company is the head of a tax consolidation regime Group. The tax consolidation regime provides that tax savings should be
recognized directly in the Company’s financial statements. However, a provision for the return of tax savings is recognized when
there is a high probability that the benefit will accrue to subsidiaries as a result of the prospect of future taxable income resulting
from the Group’s strategic planning.

3. NOTES TO THE BALANCE SHEET (IN EURO MILLION)

3.0. Movements in intangible assets

This account includes the AXA brand, transferred by FINAXA at the time of the merger, and valued at €307 million. It also includes
€15 million of goodwill recognized following the complete transfer of assets and liabilities between Société de Gestion Civile
Immobilière (SGCI) and the Company.

3.1. Movements in financial assets (before provisions)

(in euro million)   Gross value at
31/12/2007		   Acquisitions   Disposals   Gross value at
31/12/2008		  
Investments in subsidiaries   48,309   4,239 (a)   161 (b)   52,387  
Receivables from subsidiaries   3,152   5,380 (c)   3,903 (c)   4,629  
Other Financial assets   776   33   418 (d)   391  
Loans   72   727 (e)   –   799  
TOTAL   52,309   10,379   4,482   58,206  

(a) Of which:

• €2,413 million for the acquisition of AXA Holdings Belgium shares and AXA Investment Managers shares from Group subsidiaries.

• €395 million of capital injection in AXA Life Europe.

• €805 million for the purchase of 36.7% stake into RESO Garantia, Russia’s second largest property and casualty insurer.

• €300 million capital injection into AXA Mediterranean Holding as part of the financing of the Seguros ING acquisition and the buy-out of the minority
shareholders in the Turkish unit AXA Oyak.

(b) Of which €140 million capital decrease of Colisée RE (formerly AXA RE).

(c) The €1,477 million net increase arose mainly from the $3 billion (€2,156 million) of loans granted to AXA Financial to support its subsidiaries’ solvency
ratio, partly offset by the repayment of €618 million of loans granted to entities.

(d) Of which €240 million due to the sale of AXA treasury shares and €154 million at January 01, 2008 linked to the new classifcation under Marketable
Securities of treasury shares held to foster regular trading of AXA’s securities as well as the funds entrusted with the investment services provider in
charge of the liquidity program.

(e) Of which a $1 billion (€719 million) credit facility granted to shareholders in RESO Garantia and guaranteed by these shareholders’ interests in RESO
Garantia.

3.2. Movement in provisions for impairment of financial assets

(in euro million)   Provisions at
December 31, 2007		   Allowances   Releases   Provisions at
December 31, 2008		  
Investments in subsidiaries   577   261   19   819  
Receivables from subsidiaries   10   –   3   7  
Other financial assets   –   34   –   34  
Loans   12   3   1   14  
TOTAL   599   298   23   874  

3.3. Statement of receivables by maturity

(in euro million)   Gross value   Less than 1 year   1 to 5 years   More than 5 years  
Receivables on affliates   4,629   1,135   1,097   2,397  
Tax receivables   609   609   –   –  
Loans   799   19   762   18  
Miscellaneous receivables and currents accounts
with subsidiaries		   427   427   –   –  
TOTAL   6,464   2,190   1,859   2,415  

465

3.4. Miscellaneous receivables and subsidiaries’ current accounts

(in euro million)      
Income receivable   5  
Miscellaneous debtors   66  
Accrued interest on swaps   113  
Subsidiaries’ current accounts   243  
TOTAL   427  

3.5. Expenses payable over more than one period

(in euro million)   Gross value   Amount amortised at
December 31, 2007		   Charge for
the period		   Net value at
December 31, 2008		  
Bond issue expenses   99   92   5   2  
Other debt issue expenses   76   29   7   40  
Investment acquisition expenses   71   71   –   –  
TOTAL   246   192   12   42  

Starting January 1, 2007, acquisition expenses on investments in affliates are capitalized (included in the purchase price) and
are subject to amortization over five years.

3.6. Unrealized foreign exchange losses amounted to €461 million, up €411 million mainly due to impacts on debts of
the yen and American Dollar rallies against the Euro. This item refects unrealized losses on receivables and debts denominated
in foreign currencies arising from their revaluation at the balance sheet closing exchange rate. Any hedge arranged through off-
balance sheet derivatives and resulting in unrealized gains at year-end is not taken into account, in line with accounting principles
in force.

3.7. Share capital

AXA’s share capital is represented by 2,089,158,169 shares with a par value of €2.29, giving a total value of €4,784,172,207 at
December 31, 2008.

3.8. Movement in shareholders’ equity

(in euro million except per share data in euro)   Year ending
December 31, 2007		   Year ending
December 31, 2008		  
Net income   1,765   (1,253)  
Per share   0,86   (0,60)  
Movement in shareholders’ equity compared with opening balance   (1,626)   (3,177)  
Per share   (0,79)   (1,52)  
Proposed dividend (a)   2,473   836  
Per share   1,20   0,40  

(in euro million)

         
Equity at December 31, 2007       30,533  
Capital increase for employees       460  
Exercise of equity instruments       72  
Dividends paid out       (2,461)  
Net income for the period       (1,253)  
Tax driven provision       6  
Equity at December 31, 2008       27,357  
(a) Proposed to Shareholders’ meeting of April 30, 2009.

466 2008 ANNUAL REPORT

APPENDICES

3.9. Other shareholders’ equity

Other shareholders’ equity amounted to €5,805 million, compared to €6,323 million at the end of 2007.

(in Euro million)   Value at
December 31, 2007		   Issues   Translation variance/ accrued interests   Value at
December 31, 2008		  
Perpetual Deeply Subordinated Notes (nominal)   6,205   –   (505)   5,700  
Accrued interests   118   –   (13)   105  
TOTAL   6,323   –   (518)   5,805  

3.10. Provisions for contingent liabilities

(in Euro million)   Value at
beginning of period		   Allowances for
the period		   Releases for
the period
(provisions used)		   Releases for
the period
(provisions not used)		   Value at end
of period		  
Provisions for deferred taxes   255   95           350 (a)  
Provision for foreign exchange losses   153   2,182           2,335  
Other provisions for risks   243   618 (b)   31   20   811  
Amortization of convertible bond
redemption premiums		   514   95           609  
TOTAL   1,165   2,990   31   20   4,104  

(a) The €350 million provision for deferred taxes includes a €322million provision for the risk of tax savings being paid back to consolidated subsidiaries.

(b) This charge includes a €591 million financial provision refecting the negative mark to market impact of an equity swap with another Group subsidiary to
hedge an equity portfolio.

 

3.11. Subordinated debts (in Euro million)   Value at
December 31, 2008		   Less than
one year		   More than
5 years		  
Perpetual deeply subordinated debts   806   14   792  
Subordinated perpetual EMTN   906   11   895  
Subordinated bonds 2.5% 2014   1,554   38   1,516  
Convertible Subordinated bonds 3.75% 2017   1,139   41   1,098  
Redeemable Subordinated bond 6.75% 2020 (€)   1,083   3   1,080  
Redeemable Subordinated bond 8.60% 2030 ($)   902   4   898  
Redeemable Subordinated bond 7.125% 2020 (£)   342   1   341  
Other Subordinated debt   192   2   190  
TOTAL   6,924   114   6,810  

Subordinated debts amounted to €6,924 million, compared to €6,891 million at the end of 2007, the increase of €33 million
resulting from exchange rate fuctuations.

The perpetual subordinated notes are perpetual bonds. The Company has the option of deferring payment of the coupons under
certain conditions. Nonetheless, the coupons must be paid when these conditions cease to be met or on redemption of the
instruments. When payment is deferred for an extended period, the coupons remain payable by law. Similarly, in the absence of
dividends being paid, unpaid coupons accumulated over the years will be recognized as payable upon liquidation, if any. These
instruments are classifed as debt on the basis of this contractual obligation to pay the coupons.

3.12. Financing debt

(in Euro million)   Value at
December 31, 2008		   Less than
1 year		   1 to 5 years   More than
5 years		  
Euro Medium Term Notes   1,737   –   37   1,700  
Deposits for collateral contracts   643   643          
Medium Term Negotiable Notes   15   15          
Bonds   5,296   48   5,248      
Loans granted by Group entities   4,331   1,155   2,817   359  
Commercial paper and bank accounts in credit   4,828   4,828          
Credit line for 5 years (“club deal” banking pool)   1,000       1,000      
Accrued interests   131   131          
TOTAL   17,981   6,820   9,102   2,059  

467

3.13. Statement of operating payables

(in Euro million)   Value   Less than
1 year		   1 to 5 years  
Debts on fixed assets (a)   168   168   –  
Other payables (b), including tax and social payables   209   209   –  
Cash instruments   40   40   –  
TOTAL   417   417   –  

(a) Remaining capital to be called up, of which €75 million regarding AXA Life Europe and €54 million concerning AXA Italia.

(b) Of which €202 million of expenses payable.

3.14. Unrealized foreign exchange gains amounted to €1,612 million in 2008, compared to €1,118 million at December 31,
2007. This account refects the positive effects derived from the revaluation of foreign-currency denominated loans and liabilities
at the balance sheet closing exchange rate. The increase in this item in 2008 arose from the positive impact of exchange rate
movements on debts, mainly those denominated in British pound.

4. NOTES TO THE STATEMENT OF INCOME

4.1. Executive remuneration

•  Directors’ fees                                              €1,100 k

•  Other remuneration (net of recharging)             €5,400 k

The Company had 4 employees at the balance sheet date.

4.2 Income tax benefit amounted to €835 million, compared to €40 million in 2007. This item mainly consists of tax due by
the companies that are part of the tax consolidation Group (€949 million). No standard rate tax charges were recorded due to the
tax loss arising mainly from exchange-rate impacts. Allowances to provisions covering the risk of tax repayments to subsidiaries
belonging to the French tax Group totaled €95 million.

(in euro million)   Income before tax   Tax benefit/expense*   Net income  
Ordinary income   1,549   (a)   1,549  
Income from capital operations   (3,636)   (b)   (3,636)  
Income tax benefit       835   835  
TOTAL   (2,088)   835   (1,253)  

* A positive sign indicates tax benefit.

(a) Dividends received from investments in subsidiaries are under the fiscal “parent-subsidiary” regime and are tax-exempt.

(b) No tax benefit is recorded due to the Group tax loss.

468 2008 ANNUAL REPORT

5. OFF-BALANCE SHEET COMMITMENTS

5.1. Summary of off-balance sheet commitments

(in euro million)   Notional value
(Commitments given)		   Market value  
Financial futures instruments          
Foreign exchange Forward   3,183   99  
Swaps          
Interest rate swaps   59,912   (604)  
Equity swap   1,920   (767)  
Foreign Exchange swaps (short term)   12,049   21  
Cross Currency swaps (long term)   23,904   (975)  
Options          
Caps   2,890   (3)  
Foreign Exchange Options   4,084   52  
Equity options   672   99  
Indice options   22,758   2,387  
Other commitments   Commitments given   Commitments received  
Credit facilities (authorized but not drawn)   1,213   6,187  
Internal Group guarantees and securities          
Commitments to buy back shares and bonds from Group entities   779   –  
Other commitments   9,291   2,012  
Of which financial guarantees given to Group entities   4,545   1,294  
Subordinated convertible bond redemption premium (see § 2.9 of this note)   685      

5.2. Commitments in respect of shareholder pacts
Cross-Shareholding Agreements

AXA has entered into cross-shareholding agreements with BNP Paribas and Schneider which are described hereafter.

AGREEMENT WITH BNP PARIBAS

On December 15, 2005, and after authorization by the AXA Supervisory Board on June 29, 2005, the AXA Group and the
BNP Paribas Group entered into an agreement that replaces a prior agreement between them dated September 12, 2001.

The 2005 agreement maintains the provisions of the prior agreement concerning minimal and stable cross-shareholdings. Pursuant
to the agreement, the AXA Group undertakes to hold at least 43,412,598 shares of BNP Paribas and the BNP Paribas Group
undertakes to hold at least 61,587,465 shares of AXA. These amounts are subject to adjustment to refect the impact of certain
capital transactions, including, but not limited to: capital increases, free allotments of stock, stock splits or similar transactions.
In addition, the agreement includes an option for each party to repurchase its shares in the event of a hostile change of control
of the other party.

In force for a period of five years starting from December 16, 2005, this agreement is renewable automatically for an initial period
of two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate the agreement
earlier, in which case the terminating party is required to give three months notice prior to the next renewal date.

The agreement was made public by the AMF (Autorité des Marchés Financiers) on December 21, 2005.

AGREEMENT WITH SCHNEIDER

On May 15, 2006, and after authorization by the AXA Supervisory Board on December 21, 2005, the AXA Group, the Mutuelles
AXA and the Schneider Group entered into an agreement that provides for the maintenance of minimal cross-shareholdings. Under
the terms of this agreement, the AXA Group undertakes to hold at least 2,583,300 shares of Schneider stock and the Schneider
Group undertakes to hold at least 8,816,681 AXA ordinary shares. The number of shares held under this cross-shareholding
agreement will be adjusted as needed to reflect the impact of certain capital transactions, including, but not limited to: capital
increases, free allotments of stock, stock splits or similar transactions. In addition, the agreement includes an option for each
party to repurchase its shares in the event of a hostile change of control of the other party.

In force for a period of one year from the date of signature, this agreement is renewable automatically for successive periods of
one year thereafter, unless one of the parties decides to terminate beforehand, in which case the terminating party is required to
give three months notice prior to the next renewal date.

469

The agreement was made public by the AMF (Autorité des marchés financiers) on May 31, 2006.

6. SENSITIVITY

By virtue of its business, AXA SA is mainly exposed to interest rate and exchange rate risks.

The table below shows an estimate of changes in the fair value of debt, loans and hedging instruments in the event of a 1% rise
in the interest rate curve or a 10% depreciation of the euro.

        Change in fair value  
Sensitivity   Interest rates: +1%   Exchange rate:+10% *  
Debts (a)   –2.6% (i)   2.3% (ii)  
Loans (b)   0.4% (i)   –5% (ii)  
Derivatives (c)   89.6% (i)   –912.4% (ii)  

* 10% depreciation of the Euro.

(a) External debt (excluding intra-Group debt) before hedging.

(b) Loans are net of internal refinancing.

(c) Both eligible and ineligible derivatives under IFRS.

(i) A 1% rise in interest rates leads to a 2.6% decrease in the fair value of debt, a 0.4% increase in the fair value of loans, and a 89.6% rise in the fair value

of derivatives.

(ii) A 10% depreciation of the Euro leads to a 2.3% increase in the fair value of debt, a 5% decrease in the fair value of loans and a 912.4% decrease in
the fair value of derivatives.
The information on fair value presented above should be used with care:

• Since these estimates are based on the use of measurements such as interest rates and spreads at the balance sheet date; such measurements may
fuctuate over time.

• And because there are a number of possible ways to perform these calculations.

The information used for calculating the fair value of financing debt is market prices at the end of the period, using (i) market rates
for each currency, (ii) AXA’s average spread by maturity and for the main currencies, distinguishing between subordinated debt
and senior debt, and (iii) options included in issue contracts, such as issuer redemption options.

This note does not omit any material commitment or any which might become material in the future.

7. OTHER INFORMATION

Affiliated companies (consolidated entities) (value net of provisions for impairment)

Investments   €51,348 million  
Of which:      
• AXA Konzern AG   €2,120 million  
• AXA Italia SpA   €715 million  
• AXA France Assurance   €3,415 million  
• AXA UK Plc   €4,556 million  
• AXA Holdings Belgium   €5,318 million  
• Oudinot Participations   €12,299 million  
• AXA Japan Holding Company Limited   €3,206 million  
• Vinci BV   €4,285 million  
• Colisée RE (ex. AXA RE )   €516 million  
• AXA Equity & Law   €1,133 million  
• AXA Mediterranean Holding   €2,449 million  
• AXA Asia Pacifc Holding   €541 million  
• AXA Insurance (formerly AXA Winterthur in Switzerland)   €5,171 million  
• AXA Belgium   €610 million  
• RESO Garantia   €805 million  
• AXA Investment Managers   €1,369 million  
• AXA Life Europe   €627 million  
Receivables towards related companies   €5,078 million  
Payables toward related companies   €10,099 million  
Financial income and expense in respect of affliates      
Financial expense   €296 million  
Financial income   €2,884 million  

470 2008 ANNUAL REPORT

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de Villiers                                                                                                                                        61, rue Henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Report of Statutory Auditors on the Company’s financial statements
(For the year ended December 31, 2008)

This is a free translation into English of the Statutory Auditors’ report issued in French and which is provided solely for the
convenience of English readers. The Statutory Auditors’ report includes information specifically required by French law in all
audit reports, whether qualified or not, which is presented below in the opinion on the financial statements. This information
includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters.
These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements
taken as a whole, and not to provide separate assurance on individual account captions or information taken outside of the
consolidated financial statements.

This report, together with the Statutory Auditors’ report addressing financial and accounting information in the Chairman’s
report on internal control, should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

Ladies and Gentlemen,

In compliance with the assignment entrusted to us by your General Meeting, we hereby submit our report for the year ended
December 31, 2008 on:

•  the audit of the financial statements of AXA, as attached to this report,

•  the justifications of our assessments,

•  the specific verifications and information required under French law.

The above mentioned financial statements have been approved by the Management Board. Our role is to express an opinion on
these financial statements based on our audit.

I – Opinion on the Company’s financial statements

We conducted our audit in accordance with the professional standards applicable in France, which require that we plan and perform
the audit in order to obtain reasonable assurance about whether the financial statements are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and the significant estimates made by management as well as evaluating
the overall financial statement presentation. We believe that the elements and information we gathered constitute an adequate
and appropriate basis for our opinion.

In our opinion, the financial statements give a true and fair view of the Company’s financial position and its assets and liabilities
as at December 31, 2008 and of the results of operations for the year then ended, in accordance with accounting rules and
principles applicable in France.

II – Justifications of our assessments

The financial crisis, which progressively developed into an economic crisis, impacts the businesses in various ways, in particular
regarding their activities and financial stability. The high volatility on financial markets that are still active, the decrease of transactions
on financial markets that are no longer active and the limited visibility are various factors that give rise to specific circumstances for
the preparation of the financial statements this year, in particular with respect to the accounting estimates required by accounting
principles. In this context, we have carried out our own assessments and we would like to bring to your attention the following
matters, in accordance with the requirements of Article L.823-9 of the French Commercial Code:

•  Financial assets are recorded using the methods applying to each category and described in paragraph 2.5 of the notes to
the financial statements.

 

We have assessed whether the impairment tests performed by the Company, depending on the invested assets situation
and the volatility of financial markets, are appropriate and we also assessed the reasonableness of the resulting provisions.

471

Regarding investments, for which impairment is based on the value-in-use and the intent to hold, we have assessed the data
used in order to determine the value-in-use of the main investments in the portfolio and obtained confirmation of the intent to
hold.

•  In accordance with the policies described in paragraph 2.9 of the notes to the financial statements, liabilities are recorded at
the year-end for redemption premiums on convertible bonds issued by the Company whenever the prevailing stock price is
lower than the discounted redemption value of the underlying note. We have tested the reasonableness of the assumptions
used for calculation, having regards the stock market volatility and the maturities of outstanding convertible bonds issued by
the Company.

•  Derivatives used by your Company are assessed pursuant to the rules contained in paragraph 2.12 of the notes to the financial
statements. we have checked that the implementation of a hedge accounting, as the case may be, was documented. In the
other cases, we verified that adequate provisions for the unrealized losses were recorded, in particular, the provision for foreign
exchange losses, that affects significantly the net income of the year, as indicated in the introduction to the notes to the financial
statements of AXA SA.

The assessments were made in the context of our audit of the financial statements, taken as a whole, and therefore contributed
to the formation of our opinion expressed in the first part of this report.

III – Specific verifications and information

In addition, we have carried out the specific verifications required by law, in accordance with the professional standards applicable
in France.

We have no matter to report regarding:

•  the fairness of the Management Board’s Report and the documents addressed to the Shareholders concerning the Company’s
financial situation and financial statements, and their consistency with the financial statements,

•  the fairness of the information provided in the Management Board’s Report on compensation and benefits paid to AXA executives,
as well as commitments made to them when they started, changed or ceased to exercise their duties, or thereafter.

As required by law, we have verified that the information pertaining to equity and controlling interests of the Company, as well as
pertaining to the identity of capital holders, has been duly disclosed in the aforementioned Management Board’s Report.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

472 2008 ANNUAL REPORT

APPENDICES

APPENDIX VI

Group Embedded Value

“Embedded Value” (EV) is a valuation methodology often used for long term insurance business. It attempts to measure the
present value of cash available to shareholders now and in the future and accordingly is presented net of taxes and minority
interests. “European Embedded Value” (EEV) is a refinement of this methodology based on Principles issued by the CFO Forum
of European insurers, which AXA adopted during 2005. AXA publishes EEV only for its Life & Savings business.

The Group EV of AXA is the sum of the Life & Savings EEV and the other businesses IFRS shareholder’s equity. Other businesses
include Property & Casualty, Asset Management, Banking, International Insurance, and holdings and other Companies
segments.

It is noteworthy that for other-than-life businesses, the presentation is designed to align with the Group EV standard proposed
by the Market Consistent Embedded Value (MCEV) Principles©, issued by the CFO Forum in June 2008. In prior years, AXA
had published a Group EV using a different definition regarding the contribution of other-than-life businesses (differences arising
mainly from the treatment of perpetual subordinated debts and other-than-life intangible assets). A comparison between both
methodologies for 2007 fgures is provided below.

The Group EV is not an estimate of AXA’s “fair value”, regardless of how one might define “fair value”. It does not include the
value of business to be sold in the future, nor does it include any value for future profits from existing business for other-than-life
businesses.

The following table presents an analysis of movement of AXA’s Group EV during the year 2008:

(Euro million – Group share)   Life &
Savings EEV		   Other businesses
IFRS shareholders
equity		   Group
EV 07/08		   Restated (a)
Group EV 06/07		   Published (b)
Group EV 06/07		  
Opening Group EV   38,490   12,153   50,644   50,015   35,632  
Modeling changes and opening adjustments   179   (235)   (57)   (49)   (73)  
Adjusted Group EV   38,669   11,918   50,587   49,966   35,559  
Operating return   3,487   2,747   6,234   6,806   6,806  
Current year investment experience   (17,176)   (4,899)   (22,075)   (744)   (424)  
Total Return   (13,689)   (2,152)   (15,841)   6,062   6,382  
Dividends paid – received   (1,339)   (1,134)   (2,473)   (2,218)   (2,218)  
Capital Flows   3,196   (2,858)   337   (35)   (565)  
Exchange rate movements impact   361   (1,632)   (1,271)   (1,673)   (694)  
Acquired / Disinvested business and others   11   (371)   (359)   (576)   (1,536)  
Change in shares issued and treasury shares   –   156   156   (881)   (2,087)  
Closing Group EV   27,209   3,927   31,136   50,644   34,840  
Operating Return on Group EV   9%   23%   12%   14%   19%  
Total Return on Group EV   –35%   –18%   -31%   12%   18%  

(a) To align with CFO Forum guidance in respect of “Group EV” calculation published in June 2008 as part of the MCEV Principles

(b) 2007 published Group EV included €22,752 million of Value of Inforce (VIF) and €12,088 million of Tangible Net Asset Value (TNAV). With the same
methodology, 2008 TNAV would have been €6,141 million.

Total operating return on Group EV was relatively stable at 12% compared to 14% in 2007 for the restated Group EV, despite
a drop in the New Business Value (NBV) reflecting a decrease in volume combined with adverse financial market conditions
impacting all regions.

Total return on Group EV was –31% in 2008 compared to 12% in 2007 for the restated Group ev. The main drivers of lower
return were the sharp drop in the return on Life & Savings EEV and lower unrealized gains/losses in IFRS shareholders’ equity of
other businesses, reflecting the adverse market conditions.

473

LIFE & SAVINGS EEV

Life & Savings EEV is the sum of two elements:

•  “Adjusted Net Asset value” (ANAV) which measures the current balance sheet wealth,

•  “Value of Inforce” (VIF) which measures the present value of future shareholder profits for the business currently in the portfolio,
adjusted for the cost of holding capital that cannot be distributed while the business is in force.

 

The Life & Savings ANAV is derived by aggregating the local regulatory (statutory) balance sheets and reconciling with the Life &
Savings IFRS shareholders’ equity with the following main adjustments:

•  addition of unrealized capital gains/losses not included in shareholders’ equity,

•  elimination of the value of intangibles,

•  elimination of unrealized capital gains/losses included in the projection of future cash-fows (VIF),

•  adjustment for the differences between AXA’s consolidated accounting basis and local regulatory bases.

The table below shows the reconciliation of Life & Savings IFRS shareholders’ equity to Life & Savings ANAV:

(Euro million – Group share)   2008  
Life & Savings IFRS shareholders’ equity   33,512  
Net unrealized capital gains/losses not included in IFRS shareholders’ equity   1,846  
Elimination of intangibles   (19,643)  
Unrealized capital gains/losses projected in the VIF & other Stat-GAAP adjustments   (965)  
Life & Savings Adjusted Net Asset Value (ANAV)   14,750  
       

Life & Savings EEV is obtained by adding the Life & Savings VIF to the Life & Savings ANAV:

(Euro million – Group share)   2007   2008  
ANAV   15,738   14,750  
VIF   22,752   12,459  
Life & Savings EEV   38,490   27,209  

“Life & Savings New Business value” (NBV) measures the value of new business sold during the year. It includes the VIF on new
business, as well as the upfront costs associated with acquiring new business (often called “strain”). Therefore NBV combines
elements which increase VIF balances from one year to the next and elements which reduce the ANAV from one year to the next.
Life & Savings EEV does not include any value for future sales.

“Life & Savings Annualized Premium Equivalent” (APE) is a measure of the new business volume which includes 100% of sales
of regular recurring premium business and 10% of sales of single premium business. The “APE Margin” is the ratio of NBV to
APE.

“Life & Savings Present Value of Expected Premium” (PVEP) is a measure of the new business volume which includes the present
value of the future premiums expected to be received over time for business sold in the current year. The “PVEP Margin” is the
ratio of NBV to PVEP.

(Euro million – Group share)   2007   2008          Change   Change on a
comparable basis		  
Annual Premium Equivalent (APE)   7,694   6,789   –12%   –9%  
Present Value of Expected Premiums (PVEP)   70,153   66,015   –6%   –2%  
New Business Value (NBV)   1,772   985   –44%   –43%  
NBV/APE   23.0%   14.5%   – 8.5 pts   – 8.4 pts  
NBV/PVEP   2.5%   1.5%   – 1.0 pts   – 1.1 pts  

Change on a comparable basis: at constant exchange rate, methodology and scope.

 

The Life & Savings VIF calculation by nature involves many assumptions about the future. For Life & Savings EEV, AXA has adopted
a “market-consistent” approach to setting asset return assumptions. Each cash fow is discounted at an appropriate discount
factor, so that starting with €1 of bond or of equity, projecting expected cash fows and discounting, will simply give €1 of value.
Mechanically, this can be described in a shortcut as assuming that, in the future, all assets will earn the risk-free rate (referred to
as the “reference rate” in the Embedded Value methodology) defined by the current market. However, cash fows are projected
not only in a single scenario, but rather a stochastic set of scenarios is created, with the set maintaining the market-consistent
condition that €1 of any asset projected into the future gives a present value of €1. Future earnings available to shareholders are
assessed across this range of stochastic scenarios, with the present value being the Life & Savings VIF. Our major assumptions
include:

•  Actuarial assumptions refect best estimates based on recent experience.

•  No productivity gains in the future are assumed, while a 2.0% average infation rate was assumed in 2008 (2.2% in 2007).

474 2008 ANNUAL REPORT

APPENDICES

•  Expenses are adjusted for non-recurring expenses and one-time strategic spending.

•  Some benefit from future mortality improvement on Life business is included, while annuity business does have an allowance
for the costs of longevity increasing in all markets.

•  Non-financial risks are provided for through the cost of holding capital consistent with the necessary amount to obtain a AA
rating at each entity level.

•  A weighted average tax rate of 31.7% was assumed in 2008 (32.4% in 2007).

•  In 2008, a premium over the swap rate (100 bps in the US and 50 bps in other countries except Japan) is included in the
reference rate, refecting the ability, in current market, for insurers with long term liabilities to earn risk-free returns in excess
of swaps as a result of their investment in corporate bonds and the potential to purchase credit default swaps. In prior years,
any such premium had been immaterial.

As described above, the Life & Savings VIF valuation under AXA’s market-consistent framework does not depend on assumed
future asset returns, but rather on the reference rate described above. The Life & Savings VIF valuation depends on stochastic
projections of multiple scenarios, rather than a single scenario. For comparison to traditional Embedded Values and other
techniques, AXA performs a calculation that determines the “Implied Risk Discount Rate” (IDR) which would equate the cashfows
from a single scenario with “real world” economic assumptions to the Life & Savings VIF. The following table summarizes the “real
world” assumptions for 2007 and 2008 used in determining the IDRs:

FI Return   Equity Return   Cash Return Real Estate
Return		  
2007   2008   2007   2008   2007   2008   2007   2008  
5.58%   5.53%   8.05%   7.91%   4.09%   3.73%   7.34%   6.43%  

Separate IDRs are calculated for the total inforce portfolio at the end of the year and the new business sold during the year:

VIF IDR   NB IDR  
2007     2008   2007   2008  
7.61%     10.22%   6.05%   5.60%  

In addition to providing a comparison basis to other valuation techniques, the VIF IDR for 2007 also provides an element of the
movement analysis between 2007 and 2008.

The following table presents a detailed analysis of the movement of the Life & Savings EEV between 2007 and 2008:

(Euro million – Group share)   Life EEV 2007/2008  
Opening Life & Savings EEV   38,490  
Modeling changes and opening adjustments   179  
Adjusted opening Life & Savings EEV   38,669  
Operating performance from existing business:   2,502  
Expected existing business contribution   2,748  
Operational experience changes   303  
Operational assumption changes   (549)  
New Business Value   985  
Operating Return on Life & Savings EEV   3,487  
Current year investment experience   (17,176)  
Change in investment assumptions      
Total Return on Life & Savings EEV   (13,689)  
Exchange rate movements impact   361  
Life EEV of acquired business and others   11  
Capital fows   1,857  
Closing Life & Savings EEV @ 12/31/2008   27,209  

 

Operating performance from existing business considers the movements in EEV relating to the business inforce at the
beginning of the year, excluding the investment impacts that are shown below. The total operating performance of €2,502 million
is analyzed in several components:

•  Expected existing business contribution of €2,748 million is the expected contribution from existing business assuming
assets earned the rates in the illustrative investment scenarios used to calculate IDR for the prior year.

•  Operational experience changes of €303 million is the impact of actual versus expected experience for items like mortality,
expenses, lapse rates, etc.

•  Operational assumptions changes of €–549 million is the impact on VIF of changes in future assumptions for items like
mortality, expenses, lapse rates, etc.

475

2008 New Business Value of €985 million refects the strain (first year loss) and VIF impacts described above.

Operating Return on Life & Savings EEV of E3,487 million is the sum of the New Business Value and the operating performance
from existing business. It represents 9% of the adjusted opening Life & Savings EEV.

Current year investment experience of €–17,176 million includes (i) the variance in experience during 2008 from the one
expected in the illustrative real world investment scenario at the end of 2007, and (ii) the change in value created by refecting
year-end 2008 yield curves and investment conditions in the EEV rather than those of year-end 2007.

Change in investment assumptions is zero. This line would refect changes to investment assumptions such as volatilities
and correlations between asset classes, which are not directly driven by investment market data observed at year-end. In 2008,
no such changes were made.

Total Return on Life & Savings EEV (before currency effects and capital fows) of €–13,689 million combines the operating
Return with the Investment impacts. It represents –35% of the adjusted opening Life & Savings EEV.

Capital fows of €1,857 million refect net transfers into the Life & Savings segment in 2008 including dividends paid, received
and capital injections.

Exchange rate movements impact of €361 million refects the evolution of foreign currencies versus the euro, not taking into
account the mitigating impact of the currency hedging program implemented by AXA SA.

Life & Savings EEV of acquired/disinvested business and others of €–11 million refects the part of EEV for the new
acquisitions within the Life & Savings segment in 2008, offset this year by an exceptional adjustment in Japan.

Closing Life & Savings EEV of €27,209 million is the total value at the end of the year, representing the prior year balance plus
opening adjustments, plus Total Return, plus capital fows, plus EEV of acquired/disinvested business and the exchange rate
impact.

LIFE & SAVINGS EUROPEAN EMBEDDED VALUE SENSITIVITIES

The sensitivities of 2008 Life & Savings EEV and NBV to changes in major assumptions were as follows:

LIFE & SAVINGS SENSITIVITIES

(Euro million – Group share)   EEV 2008   NBV 2008 (a)  
Upward parallel shift of 100 basis points in reference interest rates   1,293   119  
Downward parallel shift of 100 basis points in reference interest rates   (2,639)   (279)  
10% higher value of equity markets at start of projection   1,085   97  
10% lower value of equity markets at start of projection   (1,047)   (113)  
10% higher value of real estate at start of projection   522   17  
10% lower value of real estate at start of projection   (538)   (22)  
Overall 10% decrease in the lapse rates   777   88  
Overall and permanent decrease of 10% in expenses   1,355   97  
5% lower mortality rate for annuity business   (326)   (18)  
5% lower mortality rate for life business   626   58  
Upward shift of 25% of the volatility on equity markets   (1,153)   (197)  
Upward shift of 25% of the volatility on bonds   (815)   (72)  
50 basis points higher in credit spread   (1,272)   (37)  
50 basis points lower in credit spread   1,166   22  

(a) The NBV sensitivities shown in this template assumed a shock “after sale”. It indicates how the new business written in 2008 would have been affected
by an economic shock after sale but prior to year-end.

476 2008 ANNUAL REPORT

APPENDICES

TOWERS PERRIN’S OPINION

An independent actuarial consultancy firm, Towers Perrin was hired by AXA to perform a review on the Life & Savings EEV, and
issued the following statement of opinion:

“Tillinghast, the insurance consulting business of Towers Perrin, has reviewed the methodology and assumptions used in the
Life & Savings European Embedded Value (EEV) at December 31, 2008, and the 2008 Life & Savings New Business Value
(NBV) for the principal life operations of the AXA Group. Our review included the analysis of movement in embedded value from
December 31, 2007, and the sensitivities.

Towers Perrin has concluded that the methodology and assumptions comply with the EEV Principles. In particular:

•  The methodology makes allowance for the aggregate risks in the covered business through AXA’s market consistent methodology
as described in the EV Report (available on www.axa.com). The methodology uses reference rates in excess of swap rates
to allow, on a uniform basis within major territories, for the current dislocated market conditions and includes a stochastic
allowance for the cost of financial options and guarantees. It should be noted that in calibrating the stochastic scenarios, asset
volatilities are based on market data averaged over a one year period;

•  The operating assumptions have been set with appropriate regard to past, current and expected future experience;

•  The economic assumptions used are internally consistent and consistent with observable market data; and

•  For participating business, the assumed bonus rates, and the allocation of profit between policyholders and shareholders, are
consistent with the projection assumptions, established company practice and local market practice.

The methodology and assumptions used also comply with the EEV guidance (noting the disclosed exception concerning the
treatment of affiliated investment management companies, where the value of their profits for managing assets for the Life &
Savings segment are not included in the Life & Savings EEV).

Towers Perrin has also performed limited high-level checks on the results of the calculations and has confirmed that any issues
discovered do not have a material impact, at the Group level, on the disclosed embedded value, new business value, analysis
of movement, and sensitivities. Towers Perrin has not, however, performed detailed checks on the models and processes
involved.

In arriving at these conclusions, Towers Perrin relied on data and information provided by AXA. This opinion is made solely to
AXA in accordance with the terms of Towers Perrin’s engagement letter. To the fullest extent permitted by applicable law, Towers
Perrin does not accept or assume any responsibility, duty of care or liability to anyone other than AXA for or in connection with
its review work, the opinions it has formed, or for any statement set forth in this opinion.”

477

APPENDIX VII

Shareholders’ Meeting – April 30, 2009

AGENDA

ORDINARY RESOLUTIONS

First resolution

Approval of the Company’s financial statements for 2008 – parent only

Second resolution

Approval of the consolidated financial statements for 2008

Third resolution

earnings appropriation and declaration of a dividend of €0.40 per share

Fourth resolution

Approval of the Statutory Auditors’ Special Report on regulated agreements

Fifth resolution

Re-appointment of Mr. Jacques de Chateauvieux to the Supervisory Board

Sixth resolution

Re-appointment of Mr. Anthony Hamilton to the Supervisory Board

Seventh resolution

Re-appointment of Mr. Michel Pébereau to the Supervisory Board

Eighth resolution

Re-appointment of Mrs. Dominique Reiniche to the Supervisory Board

Ninth resolution

Appointment of Mr. Ramon de Oliveira to serve as a member of the Supervisory Board

Tenth resolution

Authorization granted to the Management Board to purchase shares of the Company

EXTRAORDINARY RESOLUTIONS

Eleventh resolution

Delegation of authority to the Management Board in order to increase the share capital by means of capitalization of reserves,
earnings or premiums

478 2008 ANNUAL REPORT

APPENDICES

Twelfth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing ordinary
shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, with preferential subscription
rights of shareholders

Thirteenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities giving
a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of shareholders

Fourteenth resolution

Authorization granted to the Management Board, in the event of an issue of shares or securities without preferential subscription
rights, to set the issue price under the conditions defined by the Shareholders and up to a maximum of 10% of the share
capital

Fifteenth resolution

Authorization granted to the Management Board to increase the amount of the initial issue of shares or securities, with or
without preferential subscription rights, decided respectively by virtue of the twelfth to fourteenth and sixteenth to eigthteenth
resolutions

Sixteenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities
giving a claim to the Company’s ordinary shares, in the event of a public exchange offer initiated by the Company

Seventeenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities
giving a claim to ordinary shares in return for contributions in kind up to a maximum of 10% of the share capital, outside the event
of a public exchange offer initiated by the Company

Eigthteenth resolution

Delegation of authority to the Management Board in order to issue ordinary shares as a result of an issue, by subsidiaries of the
Company, of securities giving a claim to the Company’s ordinary shares

Ninteenth resolution

Delegation of authority to the Management Board in order to issue securities that entitle to an allotment of debt instruments,
without increase of the Company’s share capital

Twentieth resolution

Authorization granted to the Management Board in order to increase the share capital by issuing ordinary shares or securities giving
a claim to the Company’s ordinary shares, reserved for employees enrolled in the employer-sponsored Company savings plan

Twenty-first resolution

Authorization granted to the Management Board to increase the share capital of the Company by issuing ordinary shares, without
preferential subscription rights, in favor of a category of benefciaries

Twenty-second resolution

Authorization granted to the Management Board to reduce the share capital through the cancellation of ordinary shares

Twenty-third resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred
shares, with suppression of the ordinary shareholders’ preferential subscription rights in favor of AXA Assurances IARD Mutuelle
and AXA Assurances vie Mutuelle

479

Twenty-fourth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred
shares, with preferential subscription rights of ordinary shareholders

Twenty-fifth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred
shares, without preferential subscription rights of ordinary shareholders

Twenty-sixth resolution

Amendments of the Bylaws to include preferred shares

Twenty-seventh resolution

Authorization to comply with all formal requirements in connection with this Meeting

480 2008 ANNUAL REPORT

APPENDICES

REPORTS OF AXA’S MANAGEMENT BOARD

REPORT OF AXA’S MANAGEMENT BOARD ON THE PROPOSED RESOLUTIONS

To the Shareholders of AXA:

we have called you to this ordinary and extraordinary general Meeting with the intention of submitting to your approval a number
of resolutions pertaining to:

•  Approval of the parent Company and consolidated financial statements of AXA for the year ended December 31, 2008,
determination of the dividend, and approval of the Statutory Auditors’ Special Report on regulated agreements (I);

•  Appointment and re-appointment of members to the Supervisory Board (II);

•  Renewal of the authorizations granted to the Management Board relative to the share repurchase program and the cancellation
of shares (III);

•  Renewal of the delegations of authority granted to the Management Board in order to increase the share capital (IV);

•  Renewal of the delegation of authority granted to the Management Board in order to issue securities without a claim to the
share capital (V);

•  Renewal of the delegations of authority granted to the Management Board in order to issue ordinary shares or other types of
securities with a claim to ordinary shares of the Company through the Company savings plans (VI);

•  granting delegations of authority to the Management Board so as to increase the share capital by issues of preferred
shares (VII).

I – Approval of annual financial statements

Ordinary resolutions 1 to 4

The first items on the agenda pertain to the approval of AXA’s parent Company (1st resolution) and consolidated (2nd resolution)
financial statements. AXA’s parent Company financial statements for the year ended December 31, 2008 show a loss of
€1,253 million, compared to a profit of €1,765 million for the preceding fiscal year. The consolidated financial statements for
fiscal year 2008 show a net income Group share of €923 million, compared with €5,666 million for the preceding fiscal year.
For more information on AXA’s financial statements for 2008 and on the business of the Company during the 2008 and since
the beginning of 2009, please refer to the Management Board Report that is included in the 2008 Annual Report (Document de
Référence) filed with the AMF (Autorité des Marchés Financiers) and which is made available in accordance with applicable laws
and regulations, in particular on AXA’s website (www.axa.com).

The purpose of the 3rd resolution is to resolve the appropriation of earnings for the fiscal year 2008 that reveals losses amounting
to €1,253 million. Accordingly, the Management Board of your Company recommends to balance these losses by charging the
sum of €17,248,117 on the benefciary retained amounts and the sum of €1,235,518,823 on the reserve for contingencies (réserve
pour éventualités diverses).

The Management Board has further decided to recommend the payment of a dividend of €0.40 per share this year, representing
a global distribution of €835,663,267.60, that is a decrease of 66% compared to the previous fiscal year. This dividend will be
charged on the reserve for contingencies which is at the free disposal of your Meeting.

This dividend would be paid out on May 12, 2009 and the ex-dividend date would be on May 7, 2009. In accordance with the
AXA Bylaws, this proposal for appropriation of earnings and the date for the dividend payout were approved by the Supervisory
Board of your Company at its meeting on February 18, 2009.

The proposed dividend entitles eligible recipients to the 40% tax relief set forth in paragraph 2° of Article 158.3 of the French
general Tax Code (Code Général des Impôts). It applies to all natural persons deemed to be French resident for tax purposes,
and it amounts to €0.16 per share. As a reminder, Article 117 quater of the French general Tax Code, as it results from the 2008
Finance Act (loi de finances pour 2008), provides that natural persons who are deemed to be French resident for tax purposes,
and whose income is eligible for the 40% tax relief may, barring certain exceptions, opt to have an 18% fat deduction at source,
calculated on the basis of the gross amount of income received.

exercising the option for a fat deduction at source is binding and has to be renewed at each payment. however, this option
leads the loss of the 40% tax relief mentioned hereinbefore, of the lump-sum abatement of €1,525 or €3,050, depending on the
marital status and the tax credit upper limit resulting from other distributions received by the natural person in the course of the
same calendar year.

The fat deduction at source, which is completed immediately, is paid by the institution responsible for payment within the first
two weeks following the date of the dividend payout. The welfare taxes (CSg, CRDS and welfare deduction) due by the persons
who are deemed to be French residents for tax purposes are, in any case, paid at the date of the dividend payout.

Pursuant to the relevant provisions of Article 243 bis of the French general Tax Code, the table below summarizes dividend payout
information, with and without the 40% tax relief, in the previous three fiscal years.

481

    Fiscal year 2005   Fiscal year 2006   Fiscal year 2007  
Dividend per share   €0.88   €1.06   €1.20  
Dividend with tax relief   €0.88   €1.06   €1.20  
Dividend without tax relief   –   –   –  

In the 4th resolution, you are being asked to approve the special report of the Statutory Auditors on the so-called “regulated
agreements”. It is specifed under this resolution that no new regulated agreements were entered into during the fiscal year 2008.
Two regulated agreements which were authorized in years prior to 2008 remained in force in 2008: (i) the shareholders agreement
with the BNP Paribas Group and (ii) the shareholders agreement with the Schneider Group.

on December 15, 2005 the AXA Group and the BNP Paribas Group entered into an agreement concerning minimal and stable
cross-shareholdings. The parties have agreed to a reciprocal repurchase option in the event of a hostile takeover attempt, by
a third party, over the share capital of either AXA or BNP Paribas. In these circumstances, and pursuant to the agreement, the
AXA Group would be entitled to repurchase, partly or entirely, the outstanding shareholding of BNP Paribas in AXA on the date it
exercises its repurchase option. Reciprocally, the BNP Paribas Group will enjoy the same repurchase option over the outstanding
shareholding of AXA in BNP Paribas.

on May 15, 2006 the AXA Group and the Schneider Group entered into an agreement concerning minimal cross-shareholdings.
The parties have agreed to a reciprocal repurchase option in the event of a hostile takeover attempt, by a third party, over the
share capital of either AXA or Schneider. In these circumstances, and pursuant to the agreement, the AXA Group would be
entitled to repurchase, partly or entirely, the outstanding shareholding of Schneider in AXA on the date it exercises its repurchase
option. Reciprocally, the Schneider Group will enjoy the same repurchase option over the outstanding shareholding of AXA in
Schneider.

II – Appointment and re-appointments of members to the Supervisory Board

Ordinary resolutions 5 to 9

you are being proposed to re-appoint Mrs. Dominique Reiniche and Messrs. Jacques de Chateauvieux, Anthony Hamilton and
Michel Pébereau, whose terms of office expire at the end of this general Meeting, as members of the Supervisory Board for a
four-year term, pursuant to Article 10 of the Company’s Bylaws. If re-appointed, their term of office would expire at the end of the
general Meeting of Shareholders called in 2013 to approve the financial statements of the preceding fiscal year. Short biographies
of Mrs. Dominique Reiniche and of Messrs. Jacques de Chateauvieux, Anthony Hamilton and Michel Pébereau, appear in the
exhibits to this report.

The term of office of Mr. Henri Lachmann as a member of the Supervisory Board, is set to expire at the close of this Meeting.
Accordingly, you are asked to appoint Mr. Ramon de Oliveira for a term of four years to replace Mr. Lachmann, pursuant to
Article 10 of the Bylaws of your Company. If appointed, Mr. de Oliveira’s term of office would therefore expire at the close of the
Shareholders’ Meeting in 2013 to approve the Company’s financial statements for the fiscal year ending on December 31, 2012.
The Supervisory Board, on the recommendation of its Selection, ethics, governance and human Resources Committee, has
rendered a favorable opinion on the appointment of Mr. Ramon de Oliveira, managing partner of the consulting firm Logan Pass
Partners, to serve as a member of AXA’s Supervisory Board. The Supervisory Board and its Selection Committee considered
Mr. de Oliveira’s signifcant knowledge of the financial and insurance sectors acquired, in particular, during his 25-year career at
JP Morgan (in Paris, New york and London) and through his directorships (director of The hartford Insurance Company since
2005) together with his very international profle. The Supervisory Board has assessed the independence of Mr. Ramon de Oliveira
on the basis of both the recommendations contained in the AFEP / MEDEF Code of corporate governance dated December 2008
and the Sarbanes-Oxley Act and came to the conclusion that Mr. de Oliveira qualifed as independent in accordance with these
criteria. A brief biography of Mr. de Oliveira appears in the exhibits to this report.

III – Authorization enabling the Company to buy shares of its own stock and, as the case may be,
to cancel these shares

Ordinary resolution 10 and extraordinary resolution 22

The Management Board requests that Shareholders once again authorize it to purchase up to 10% of the Company’s outstanding
share capital, or 5% of the total number of shares comprising the share capital at any given time in the case of shares acquired
by the Company for the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution. It is
specifed that the preferred shares that may be issued by the Company pursuant to the 23rd to 25th resolutions are excluded
from this authorization to the extent that the terms and conditions of their repurchase are set forth is specifc provisions of the
Bylaws.

These shares may be acquired for the purpose of: a) optimizing the liquidity of AXA securities, notably to foster regular and liquid
trading in the securities through a liquidity contract that complies with the Association française des marchés financiers (AMAFI)
Code of conduct approved by the AMF, b) (i) hedging stock options offered to some or all employees or eligible corporate officers
of the Company and/or affliated entities or economic interest groups as defined in Article L.225-180 of the French Commercial

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APPENDICES

Code, (ii) granting free shares to some or all eligible corporate officers, employees, former employees and general insurance
agents enrolled in a company savings plan sponsored by the Company or the AXA Group, (iii) granting free shares to some or
all employees or eligible corporate officers of the Company or the AXA Group pursuant to the provisions of Articles L.225-197-1
et seq. of the French Commercial Code, or, (iv) assigning shares to some or all employees, former employees, eligible corporate
officers and general insurance agents of the Company or the AXA Group in connection with the implementation of a employee
savings plan pursuant to the applicable laws and regulations, or any other employee savings plan, c) holding shares for the purpose
of subsequent payment or in exchange in the event of potential external growth acquisitions, in compliance with market practice
accepted by the AMF, d) delivering shares upon exercise of rights attached to securities representing debt instruments giving
a claim on the Company’s share capital, e) canceling some or all of these shares, provided that the Management Board is duly
authorized by the Shareholders, in an extraordinary resolution, to reduce the capital through the cancellation of the shares acquired
pursuant to a share repurchase program, or f) in general, performing all operations admissible by the laws and regulations in force,
provided that the Shareholders are beforehand informed, by any means admitted by the regulations, in the case the Management
Board wish to use this share repurchase authorization for any other objective that has not been expressly listed above.

The maximum unit price of purchase may not exceed €30.

The acquisition, sale or transfer of these shares may be completed and paid for by all appropriate means in accordance with
applicable laws and regulations, including through open market transactions or private agreements, over-the-counter and in
particular through block trades, by using financial derivatives or warrants or, more generally, through securities with a claim on
shares of the Company, or through public offer, at such time as the Management Board shall decide.

In the event of a public offer on the Company’s shares, the Company may pursue the execution of its share repurchase program
in accordance with Article 232-17 of the AMF general Regulation, but only if (i) the offer to purchase the Company’s shares is paid
for exclusively and entirely in cash and if (ii) the repurchase transactions are carried out pursuant to a program in progress are
consistent with the objectives above-mentioned in points b) and d) and are not likely to compromise the success of the offer. In
this respect, the Management Board believes it is important that the Company may, if need be, repurchase the Company’s shares,
even in the event of a public offer, in order to comply with its obligations vis-à-vis securities owners of securities representing
debt instruments giving a claim on the Company’s share capital (above-mentioned objective d)) or for the purpose of hedging
employees and corporate officers’ profit sharing plans (above-mentioned objective b)).

The Management Board recommends that this authorization, which replaces and renders null and void the unused portion of
the authorization granted by the Shareholders at their Meeting of April 22, 2008, under the 15th resolution, shall be granted for
a period of 18 months, starting from the date of your Meeting.

In compliance with Article 12 of the Bylaws of your Company, this resolution was approved by the Supervisory Board of AXA at
its Meeting on February 18, 2009.

In the 22nd resolution, the Management Board also requests from your general Meeting to grant full authority, for a period of
18 months, to the Management Board, which may delegate such authority, to reduce the Company’s share capital through the
cancellation, in one or more times, of the shares acquired by the Company by virtue of Article L.225-209 of the French Commercial
Code, within the limit of 10% of the Company’s share capital in any given 24-month period. This resolution would replace and
render null and void the unused portion of the resolution that has been granted by the Shareholders at their general Meeting on
April 22, 2008 under the 20th resolution.

IV – Authorizations to be granted to the Management Board to increase the share capital

Extraordinary resolutions 11 to 18

Pursuant to the regulatory provisions pertaining to capital increases, your Management Board reported on the business of the
Company in 2008 and since the beginning of the 2009 fiscal year in the Management Board Report that is presented to your
Meeting. This Report is included in the 2008 Annual Report filed with the AMF and is made available in accordance with applicable
laws and regulations, in particular on AXA’s website (www.axa.com).

The Shareholders, at their Meeting of May 14, 2007, granted to the Management Board, by delegation of authority, the necessary
financial authorizations allowing it to increase the share capital. These authorizations expire in July 2009.

Therefore, the Management Board proposes, in the 11th to 18th resolutions, to renew, for a period of 26 months, the delegations
of authority allowing it to issue shares or other securities with a claim on the share capital and to choose, in the most appropriate
manner with respect to market conditions, the most suitable means for the financing of the Group development. These new
authorizations would replace and render null and void the unused portion of the authorizations bearing the same objective that
have been granted by the Shareholders at their Meeting on May 14, 2007.

The upper limits of capital increases that may result from the 11th to 18th resolutions detailed hereinafter are the followings:

• €1 billion in nominal for capital increases by means of capitalization of reserves, earnings or premiums (11th resolution), which
represents, for reference only, approximately 20.9% of the share capital as at January 21, 2009, provided that this upper limit
is separate and distinct from the upper limits that may result from the other resolutions submitted to your Meeting;

483

•  €2 billion in nominal value that is, for reference purpose only, approximately 41.80% of the share capital as at January 21, 2009,
for capital increases by issue of ordinary shares or securities with a claim on ordinary shares, with preferential subscription
rights of Shareholders (12th resolution);

•  20% of the share capital as at the date of this general Meeting within the limit of a nominal amount of €1 billion for capital
increases by issue of ordinary shares or securities with a claim on ordinary shares, without preferential subscription rights for the
Shareholders, provided that (i) this upper limit is common to the issues that may be carried out pursuant to the 13th resolution
and the 16th to 18th resolutions (issue of securities in the event of a public exchange offer initiated by the Company, in return for
contribution in kind, up to the limit of 10% of the share capital, outside the event of a public exchange offer, or as a result of
the issue of securities giving a claim to the AXA’s share capital by the subsidiaries of the Company) and (ii) is to be deducted
from the upper limit of €2 billion that is provided for in the event of a capital increases with preferential subscription rights of
Shareholders.

These upper limits are separate and distinct from the upper limits provided for the issues of preferred shares that may be
carried out pursuant to the 23rd to 25th resolutions set at €1 billion in nominal value limited to an issue gross income (inclusive
of the share premium) of €2 billion.

The global nominal upper limit of capital increase by issues of ordinary shares and preferred shares that may be carried out
pursuant to the delegations of authority proposed to your general Meeting accordingly amount to €3 billion (excluding capital
increases that may be carried out pursuant to Company savings plans by virtue of the 20th and 21st resolutions, those capital
increases being limited to €150 million).

Finally, the maximum nominal amount of debt instruments giving a claim to the Company’s share capital and issued pursuant
to the 12th to 17th resolutions shall not exceed €6 billion.

In the 15th resolution, the Management also requests from your general Meeting, pursuant to the provisions of Article L.225-
135-1 of the French Commercial Code, an authorization to increase the initial amount of a capital increase (carried out with
or without preferential subscription rights of Shareholders in application of the 12th to 18th resolutions) within the limit of 15%
of the initial issue and at the same price as the one set for the initial issue. This authorization may apply, in particular, if the
Management Board notices an extra demand for subscriptions and, as a consequence, resolves to grant a “green shoe”
option conforming to market practice. The additional amount of capital increase likely to result from the 15th resolution being
deducted from the respective upper limits of the 12th to 18th resolutions, could not, under any circumstances, lead to increase
the upper limits detailed hereinbefore.

The upper limits of capital increase specifed in the resolutions shall be appraised without taking into account the additional
amount of ordinary shares to be issued in order to safeguard, as required by law and applicable contractual terms providing
for other cases of adjustment, the rights of owners of securities or other rights giving a claim to the share capital of your
Company.

within the limits of the delegations proposed to your general Meeting, the Management Board would have the necessary powers
to set the methods of the securities issue, acknowledge the completion of the capital increases and amend the Company’s
Bylaws accordingly. however, pursuant to Article 12 of the Company’s Bylaws, the issues of securities giving directly or indirectly
a claim on the share capital that may be carried out by the Management Board, pursuant to the delegations proposed to your
general Meeting, would have to be submitted to your Supervisory Board for prior approval.

The Management Board would establish in accordance with the law, at the time it use your delegations, an additional Report
detailing the definite and final conditions of such issue. This report, as well as the Statutory Auditors’ Special Report, would
be subsequently made available at the Company’s registered office and then reported to you on the occasion of the following
ordinary general Meeting.

Delegations of authority submitted to the vote of your general Meeting are detailed hereinafter:

Capital increase by means of capitalization of reserves, earnings or premiums (11th resolution)

In the 11th resolution, your Management Board requests from your general Meeting, having fulflled the quorum and majority
requirements pertaining to ordinary general meetings, a delegation of authority to increase the capital by means of capitalization
of reserves, earnings or premiums, within the upper limit of a maximum nominal amount of €1 billion. This upper limit is separate
and distinct from the upper limits of the others resolutions submitted to the vote of your Meeting. The capital increases that may
result from this resolution could be achieved, at the discretion of the Management Board, either by freely allotting shares or by
increasing the nominal value of existing shares.

It is specifed that in the event the Management Board would implement of the delegations of authority resulting from the 23rd to
25th resolutions relative to the issue of preferred shares, the owners of such preferred shares would be deprived from all rights
in the capital increases carried out by virtue of this resolution, except in the event of a capital increase by mean of capitalization
of reserves, in which case any free allotment of new shares to their benefit would give rise to the allotment of preferred shares
from the same category as the preferred shares entitling to the free allotment.

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In the event of a capital increase by free allotment of shares, the Management Board could resolve that the odd lot of the allotment
rights shall not be negotiable nor assignable, and that the corresponding shares shall be sold, with the proceeds of such sale
being distributed among the owners of the allotment rights in accordance with the conditions set forth in the applicable laws
and regulations.

Issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries,
with preferential subscription rights of shareholders (12th resolution)

In the 12th resolution, your Management Board requests from your general Meeting a delegation of authority to issue ordinary
shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, with preferential subscription
rights. The maximum nominal amount of the capital increases that may be carried out by virtue of this resolution would not
exceed €2 billion.

The securities giving a claim to ordinary shares of the Company or a subsidiary that would be issued by virtue of this resolution
may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments
enabling the issue of such debt instruments.

The total nominal amount of debt instruments that may be issued by virtue of this resolution shall not exceed €6 billion at the
date of the decision to issue, provided that this upper limit is separate and distinct from the amount of securities entitling to the
allotment of debt instruments that would be issued by virtue of the 19th resolution submitted to this general Meeting, as well as
from the amount of the debt instruments issued upon decision or authorization of the Management Board in accordance with
Article L.228-40 of the French Commercial Code.

The Shareholders have the right to exercise, under the conditions set forth in the law, their preferential subscription rights in order
to subscribe to issued shares or securities, on the basis of their exact right and as of a right, if applicable and provided for by
the Management Board.

Pursuant to this financial authorization, the Management Board would determine the category of the securities issued and would
set their subscription price, with or without payment of a premium, the method of paying up, the date – even retroactive – as of
which they shall earn dividends, and the conditions according to which the securities issued by virtue of this delegation shall give
a claim to ordinary shares of the Company or a subsidiary.

In the event the issues of ordinary shares or securities giving a claim to the share capital being undersubscribed, the Management
Board may implement, without prejudice to its option to restrict the capital increase to the subscribed amount if the unsubscribed
shares or securities giving a claim to the share capital represent less that 3% of the share capital, in the order it considers
appropriate, one and/or several of the following options:

•  limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters of
the increase resolved;

•  freely allocate some or all of the unsubscribed securities;

•  offering all or a portion of the unsubscribed securities to the public.

Issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries,
without preferential subscription rights of shareholders (13th and 14th resolutions)

your Management Board requests from your general Meeting a delegation of authority to issue, through a public offer and/or a
private placement to qualifed investors or a restricted circle of investors under the meaning of the French Monetary and Financial
Code (Code monétaire et financier), ordinary shares or securities giving a claim to ordinary shares of the Company or one of its
subsidiaries, without preferential subscription rights.

Indeed, in order to be able to seize the opportunities offered on the market and to optimize the collection of the Company’s own-
funds, your Management Board considers useful to have the possibility to carry out capital increases, without preferential rights
of subscription of the Shareholders. In this regard, your Management Board would like to bring your attention on the ordinance
n°2009-80 dated January 22, 2009 relative to public offers and containing various finance-related provisions (Ordonnance n°
2009-80 du 22 janvier 2009 relative à l’appel public à l’épargne et portant diverses dispositions en matière financière). This
ordinance expressly provides, from now on, for the possibility to conduct private placements to qualifed investors or a restricted
circle of investors under the meaning to the French Monetary and Financial Code, concurrently to a public placement, or
exclusively, in the case of preferential subscription rights being suppressed. The provision of the ordinance will enter into force on
April 1st, 2009 and since your general Meeting is convened on April 20, 2009, the 13th resolution takes into account the new
provisions such as resulting from the ordinance.

The nominal amount of the capital increases that may be carried out by virtue of this resolution could not exceed 20% of the share
capital as at the date of your Meeting under the limit of €1 billion, in deduction of the global upper limit of €2 billion referred to in
the 12th resolution. It is further specifed that, pursuant to the new provisions of Article L.225-136 of the French Commercial Code
resulting from the ordinance, the nominal amount of immediate or deferred capital increases resulting from issues that would be
carried out exclusively through private placement shall not exceed the upper limit set forth in the laws and regulations in force at
the time of the issue. At the present time, this upper limit is set at 20% of the share capital per year.

485

The Management Board would be able to issue, through a public offer and/or a private placement, ordinary shares or securities
giving a claim to ordinary shares of the Company or one of its subsidiaries, which may consist, in particular, in debt instruments,
be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments,
under the same conditions as those referred to in the 12th resolution. The total nominal amount of debt instruments that may be
issued by virtue of this delegation, likewise the 12th resolution, shall not exceed €6 billion at the date on which the decision to
issue is made, provided that this upper limit is separate and distinct from the amount of securities giving the right to an allotment
of debt instruments that would be issued by virtue of the 19th resolution submitted to this general Meeting, as well as from the
amount of the debt instruments issued upon decision or authorization of the Management Board in accordance with Article
L.228-40 of the French Commercial Code.

The Management Board could establish a priority subscription period on the basis of their exact right and/or as of a right to the
benefit of the Shareholders, within the conditions set forth in the laws and regulations.

In the event the issues of ordinary shares or securities giving a claim to the share capital being undersubscribed, the Management
Board may implement, without prejudice to its option to restrict the increase to the subscribed amount if the unsubscribed shares
or securities giving a claim to the share capital represent less that 3% of the share capital, in the order it considers appropriate,
one and/or several of the following options:

•  limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters of
the increase resolved;

•  freely allocate some or all of the unsubscribed securities;

•  offering all or a portion of the unsubscribed securities to the public.

The issue price of the securities issued pursuant to this resolution would be set in compliance with the laws and regulations in
force at the time of the issue. Currently applicable laws and regulations provide for a price at least equal to the volume-weighed
average quoted price of the share over the last three trading days preceding the setting of the price, with a maximum discount
of 5%.

In the 14th resolution, in accordance with the provisions of Article L.225-136 of the French Commercial Code, you are however
proposed to authorize the Management Board to set the issue prince as follows, within the limit of 10% of the share capital for
each 12-month period:

The issue price may not be less than, at the discretion of the Management Board, (a) the volume-weighted average quoted
price of the share on euronext Paris over the trading day preceding the setting of the issue price or (b) the volume-weighted
average quoted price of the share on euronext Paris set over the trading day at the time the issue price is set, in each case
minus a maximum discount of 5%.

As regard markets volatility, the exercise of the option detailed hereinabove would allow your Company to take advantage of
potential opportunities to realize an issue of securities when the market conditions would not allow the carrying out of an issue
in the conditions set forth in the 13th resolution.

In the event this option would be put into effect, the Management Board would establish a complementary report, certifed by the
Statutory Auditors, and detailing the definite and final conditions of such operation and containing information for an assessment
of its actual impact on the Shareholders’ situation.

Issue of ordinary shares or securities giving a claim to ordinary shares of the Company in the event of a public
exchange offer initiated by the Company (16th resolution)

In the 16th resolution, your Management Board requests from your general Meeting a delegation of authority in order to issue
ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, in the event of a public
exchange offer initiated by the Company over securities of a company which shares are traded on a regulated market of a
european economic Area (eeA) or organisation for economic Co-operation and Development (oeCD) Member State. The total
nominal amount of the capital increases that may be carried out by virtue of this resolution would not exceed 20% of the share
capital as at the date of this general Meeting under the limit of €1 billion, in deduction of the upper limit referred to in the 13th
resolution.

This decision would entail a waiver by the Shareholders of their preferential subscription rights to shares or securities, in favor of
the owners of the securities tendered in the public exchange offer.

Issue of ordinary shares and securities giving a claim to ordinary shares in return for contributions in kind up to
a maximum of 10% of the share capital (17th resolution)

In the 17th resolution, your Management Board requests from your general Meeting a delegation of authority in order to issue
ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, in return for the contributions
in kind made to the Company in the form of capital shares or securities giving a claim to the capital. The nominal amount of a
capital increase, immediately or in the future, that may be carried out by virtue of this resolution would not exceed 10% of the
share capital, in deduction of the upper limit referred to in the 13th resolution.

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This delegation would entail a waiver by the Shareholders of their preferential subscription rights to shares or securities issued,
in favor of the owners of the securities which result from the contributions in kind.

Issue of ordinary shares as a result of an issue of securities by subsidiaries of the Company (18th resolution)

In the 18th resolution, the Management Board requests from your general Meeting a delegation of authority in order to
issue ordinary shares of the Company, as a result of issue of securities giving a claim to the Company’s ordinary shares by
subsidiaries of the Company. The total nominal amount of issues carried out by virtue of this resolution would not exceed
20% of the share capital as at the date of your Meeting under the limit of €1 billion, in deduction of the upper limit referred to
in the 13th resolution.

This decision would result in the waiver, in favor of the owners of securities issues by the subsidiaries, by the Shareholders of
their preferential subscription rights to the Company’s ordinary shares to which the securities issued by the subsidiaries may give
a claim to. The Shareholders would not have a preferential subscription rights to these securities.

The issue of such securities would be authorized by the extraordinary Meeting of Shareholders of the concerned subsidiary, and
the issue of shares of the Company to which these securities would entitle to would be resolved concurrently by your Management
Board on the basis of this financial resolution, after prior approval by the Supervisory Board in accordance with Article 12 of the
Bylaws.

V  – Authorizations granted to the Management Board to issue securities without a claim on the share
capital

Extraordinary resolution 19

Issue of securities that entitle to an allotment of debt instruments without a claim on the Company’s share capital
(19th resolution)

In the 19th resolution, your Management Board requests from your general Meeting a delegation of authority in order to
issue securities that entitle to an allotment of debt instruments, without capital increase. The total nominal amount of this
issue would not exceed €2 billion, this upper limit being distinct and separate from the debt instruments that would be
issued pursuant to the 12th to 17th resolutions or in accordance with Article L.228-40 of the French Commercial Code. This
delegation of authority covers the securities entitling to an allotment of debt instruments that are not referred to by the 12th
to 17th resolutions and that consist in securities entitling to the allotment of debt instruments such as, for example, bonds
with bond warrants attached.

VI – Specifc authorizations to be granted to the Management Board to issue ordinary shares or other securities
with a claim on ordinary shares of the Company through employees savings plans

Extraordinary resolutions 20 to 21

Under the 20th resolution, the Shareholders are requested to grant full authority to the Management Board, for a 18-month period
and with the option of sub-delegation to any person authorized by law, to issue ordinary shares or securities giving a claim to the
Company’s ordinary shares reserved to corporate officers, employees, former employees or general insurance agents enrolled in
the employer-sponsored savings plan(s) of the Company or the AXA Group, pursuant to the provisions of Articles L.225-138-1 and
L.225-129-6 of the French Commercial Code, and Articles L.3332-1 et seq. of the French Labor Code. The total nominal amount
of this issue would not exceed €150 million. This authorization would also entail a suppression of the preferential subscription
rights of shareholders to shares or securities, possibly on free allotment, in favor of corporate officers, employees or general
insurance agents. It also entails a waiver of their preferential subscription rights on the shares to which such securities may give
a claim to.

In accordance with the laws and regulations in force, the subscription price of the issued shares shall not be more than 20%
lower than the average quoted price of the AXA’s share on euronext Paris over the twenty trading days prior to the day on which
the Management Board formally determines the opening date of the subscription period, nor be higher than this average.

however, if you authorize it, the Management Board could reduce or waive the aforementioned discount, as it deems appropriate,
in particular to take into account new international accounting standards, or, inter alia, locally applicable legal, accounting, tax
or social provisions.

For further information concerning the use, by your Management Board, of the authorization to issue shares or securities giving a
claim on the Company’s share capital pursuant to employee savings plan approved by your general Meeting on April 22, 2008,
please see Section 3.2 “Full disclosure on executive compensation and share ownership” and Appendix VII (Supplementary
Management Board Report – Capital increase reserved for AXA Group employees (November 28, 2008)) of the Annual Report
for 2008 filed with the AMF and made available to the Shareholders in accordance with the laws and regulations, in particular
on the AXA’s website (www.axa.com).

487

As continuation of the 20th resolution, the 21st resolution proposes to authorize the Management Board, for a period of 18 months,
to proceed to one or several capital increases reserved to a bank or a subsidiary of such bank which, at the request of the
Company, participates in the implementation of a structured offer for employees, corporate officers or general insurance agents
of entities affliated to the Company within the meaning of Articles L.225-180 of the French Commercial Code and L.3344-1 as
well as L.3344-2 of the French Labor Code, incorporated outside France.

Such capital increase would allow employees, corporate officers or general agents of the AXA Group’s affliated entities, who
are residents in certain countries outside France, to benefit from an offer as close as possible, in terms of economic profle, to
the offer which would be offered to the other employees of the Group pursuant to the 20th resolution.

The total nominal amount of shares that may be issued by virtue of this authorization would be limited to €150 million, it being
specifed that this maximum amount would be common to the 20th and 21st resolutions in such way that the amount capital
increase resulting from the 20th and 21st resolutions would not exceed €150 million in nominal.

The subscription price of the shares issued pursuant to this 21st resolution shall not be more than 20% lower than the average
quoted price of the Company’s share on euronext Paris over the twenty trading days preceding the decision setting the opening
date of subscriptions to the capital increase, nor higher than this average. In addition, the Management Board shall be entitled
to decide the reduction or cancellation of any discount so granted in order to take into account, inter alia, legal, social, tax and
accountancy regulations applicable locally.

At the time the Management Board use the authorizations hereinbefore, complementary reports will be established by the
Management Board and the Statutory Auditors, in compliance with the legal provisions in force.

VII – Authorizations to be granted to the Management Board to increase the share capital by issues of preferred
shares

Extraordinary Resolutions 23 to 26

To provide the Company with the required fexibility to reinforce its core capital as necessary, the Management Board requests,
in the 23rd to 25th resolutions, a delegation of authority from your general Meeting to issue preferred shares without voting
rights, as governed by Articles L.228-11 et seq. of the French Commercial Code. These preferred shares shall be eligible
without limit in the consolidated solvency margin. Such preferred shares shall in no event be convertible into ordinary
shares of AXA.

It is proposed to grant to the Management Board three delegations of authority to carry out (i) one or several issues of preferred
shares with preferential subscription rights for existing shareholders (24th resolution), (ii) one or several issues of preferred
shares without preferential subscription rights (25th resolution) and (iii) one or several issues of preferred shares reserved for
the sole benefit of AXA Mutuelles (AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle) (23rd resolution). with
respect to the delegations of authority under (ii) and (iii) above relating to issues without preferential subscription rights for
existing shareholders, it is proposed that you waive such preferential subscription rights. In accordance with applicable law,
the delegation of authority relating to issues reserved for the AXA Mutuelles is subject to an independent auditor’s report
reviewing the particular advantages (avantages particuliers) relating to the preferred shares.

The maximum aggregate amount of share capital increases which may be raised through issues of preferred shares without
voting rights pursuant to the delegations provided for in resolutions 23 to 25 shall not exceed, in addition to the limits provided by
law, gross issue proceeds of €2 billion, subject to such amount not exceeding €1 billion in total nominal amount, without taking
into account the nominal value of ordinary shares to be issued in order to safeguard the rights of owners of securities or other
rights giving access to the Company’s capital, in compliance with the laws and regulations, and if applicable, the contractual
terms providing for other cases of adjustment. For reference purpose only, this maximum nominal amount represents 20.9% of
the statutory share capital as at January 21, 2009 and is therefore less than the maximum legal limit applicable to companies
whose shares are listed on a regulated market, i.e. 25% of the share capital to date (Article L. 228-11 paragraph 3 of the French
Commercial Code).

We draw to your attention that these limits are separate and distinct from those set in relation to share capital increases by way
of issues of ordinary shares provided for in resolutions 11 to 21.

Any preferred share issued as a result of these delegations shall not have voting rights at the General Meetings of
Shareholders nor preferential subscription rights in relation to future capital increases in cash. Preferred shares shall
have the right to a preferential dividend and shall rank senior to ordinary shares in the event of a winding-up. In addition, there
may be different categories of preferred shares with different financial rights according to their date of issue.

Subject to certain conditions, the preferred shares may be repurchased at the option of AXA.

A full description of the preferred shares is set out in the amended Bylaws attached to this report. Their principal financial
characteristics are summarised below.

488 2008 ANNUAL REPORT

APPENDICES

ISSUE PRICE

The issue price of any issue of preferred shares shall be determined by the Management Board in its decision to issue any
preferred shares in accordance with the provisions of the Bylaws. The issue price shall be equal to the volume-weighted
average quoted price of the AXA ordinary share over the twenty trading days preceding the decision to issue and/or, in the
event of issues of preferred shares that are fungible with existing listed preferred shares, shall be at least equal to the minimum
price authorized by applicable laws and regulations. The nominal value of the preferred shares shall be the same as that of
the ordinary shares.

PREFERRED DIVIDEND

Pursuant to the resolutions proposed relating to preferred shares, a preferred dividend payable to holders of preferred
shares shall be proposed to the Annual Shareholders’ Meeting each year. The preferred dividend shall be determined by
the Management Board in its decision to issue any preferred shares, in accordance with the provisions of the Bylaws. This
dividend shall be determined within a range of a multiple of 1.2 to 1.8 of the dividend paid on ordinary shares in respect of
the prior fiscal year.

In addition, the preferred dividend may not be lower than the minimum dividend nor higher than the maximum dividend. The
minimum dividend shall be between 6% and 8% of the current amount of the relevant preferred shares determined by reference
to the prior fiscal year (such current amount corresponding to the issue price of the relevant preferred shares, as reduced in the
event of any loss absorption), and the maximum dividend shall be between 10% and 14% of the same amount. The minimum
dividend and maximum dividend applicable to each issue of preferred shares shall be determined by the Management Board at
its discretion in its decision to issue such shares.

In all cases, the total preferred dividend distributed to holders of preferred shares in a fiscal year shall not exceed 90% of the
earnings available for distribution for such fiscal year.

If no dividend is paid on any preferred shares, in part or in full, in respect of a given fiscal year, the preferred dividend cannot be
carried forward to future fiscal years.

No dividend may be paid to the holders of ordinary shares if the preferred dividend for the relevant fiscal year has not been paid
in full.

REPURCHASE

Preferred shares may be repurchased by AXA in accordance with the Bylaws, in particular at any time after the fifth anniversary
of their issue date, subject to the prior approval of the French insurance regulator (Autorité de Contrôle des Assurances et des
Mutuelles). Such shares may be repurchased at their issue price, increased in certain cases by an amount calculated by reference
to the minimum dividend payable (between 6% to 8% of the current amount) and decided by the Management Board in its
decision to issue such preferred shares.

MODIFICATIONS TO THE BYLAWS

According to the 26th resolution, the Management Board proposes to your general Meeting that upon any issue of preferred
shares, the Bylaws be modifed to include the characteristics of the relevant preferred shares. Applicable law requires that the
characteristics of preferred shares be described in full in the Bylaws.

The modifcations to the Bylaws relating to the creation of different categories of preferred category B shares (which can give rise
to new categories of preferred shares in the case of successive share issues) are set out in the annex to this report. Category A
shares shall consist of all existing ordinary shares of the Company.

within the limits of the proposed delegations, the Management Board shall use its authority as necessary, and in particular to
determine the amount of any issue, the number of preferred shares to be issued, the applicable issue price, the amount of the
preferred dividend, to create new categories of preferred shares as necessary, to determine the measures necessary to complete
any such increase of capital and to implement the necessary changes to the Bylaws. In accordance with Article 12 of the Company’s
Bylaws, the issuance of any preferred shares shall be subject to the prior authorization of the Supervisory Board.

Furthermore, additional reports shall be prepared by the Management Board and the Statutory Auditors in accordance with
applicable law at the time that the Management Board uses the above delegations of authority.

VIII. FORMALITIES

Extraordinary resolution 27

The 27th resolution proposed to your approval is intended to grant full authority to carry out all formal publication, fling and other
requirements as the case may be, following this Annual Meeting.

489

SUPPLEMENTARY MANAGEMENT BOARD REPORT – CAPITAL INCREASE
RESERVED FOR AXA GROUP EMPLOYEES (NOVEMBER 28, 2008)

At its meeting on May 26, 2008, the AXA Management Board decided on the principle of a new share capital increase of the
Company through the issuance a maximum number of 43,668,122 shares of the Company reserved for employees of AXA Group
companies or economic interest groups, in France and abroad (“SharePlan 2008”).

Pursuant to the authorization granted to the Management Board by the eighteenth resolution adopted by the Shareholders’
Meeting on April 22, 2008, and in accordance with the provisions of Articles L.225-138-1 and L.225-129-6 et seq. of the French
Commercial Code and Article L.3331-1 et seq. of the French Labour Code, the Management Board has used the aforementioned
authorization by determining the final terms of the offering at its meeting of September 15, 2008.

This authorization was granted to the Management Board for a period of 18 months as from the date of the Shareholders’
Meeting in question, for the purpose of increasing the Company’s share capital in one or more issues, acting on the basis of its
own deliberations, by issuing shares reserved for Group employees or former employees, provided they are members of the
AXA Group employee savings plan (Plan d’Epargne d’Entreprise du Groupe) or the International Employee Stock Purchase Plan
(IESPP), up to a maximum nominal amount of €100 million.

The decision of the Shareholders’ Meeting mentioned above entailed the waiver by the shareholders of their preferential subscription
rights, in favor of Group employees who are members of a company employee savings plan, to the shares or securities to be issued
(for free, as the case may be), and a waiver of their preferential subscription rights to the ordinary shares that the aforementioned
securities may give access.

1. Definitive conditions of the operation

In addition to the classic plan for increasing capital for the benefit of employees, the Group is offering a leveraged plan. In
connection with this leveraged plan, several different employee shareholding funds (FCPE) have been set up for French residents
and for residents of other countries.

Under the leveraged plan, holders of fund units will be entitled to an investment mechanism allowing them to limit their personal
contribution to 10% of the subscription price for these shares. Pursuant to a swap agreement entered into by the fund, the
redemption value of the fund unit at maturity of the fund, or prior to maturity in the event of an early exit as provided for by law,
would be equal to an employee’s personal contribution, which is guaranteed, and a percentage of any gain on all of the shares
for the employees have subscribed via the fund.

The regulations of the funds, which were approved by the AMF (Autorité des marchés financiers) on June 20, 2008 and on
September 12, 2008, provide further details on the offering.

In accordance with applicable law, the Management Board decided that the issue price of the new shares would correspond
to:

•  for the classic plan, 80% of the arithmetical average of the opening prices of the AXA shares quoted on the Compartment A
of euronext Paris S.A. for a period of 20 trading days ended the last day prior to the decision of the Company’s Management
Board fxing the dates of the subscription period,

•  for the leveraged plan, 85.85% of the arithmetical average of the opening stock price quotes for the AXA shares on the
Compartment A of euronext Paris S.A. for a period of 20 trading days ending the last day prior to the decision of the Company’s
Management Board fxing the dates of the subscription period, with the exception of the leveraged plan in germany, where
the price will equal 100% of the above mentioned average.

As a result, the Management Board, at its meeting of September 15, 2008:

1°/ took due note that the average price of the 20 opening stock price quotes for the AXA shares through September 12, 2008,
equals €21.47 (hereinafter the “Reference price”);
2°/ decided, for the classic plan, that the unit subscription price of new shares offered in the share capital increase reserved
for employees will equal €17.18, i.e. 80% of the Reference price, rounded off;
3°/ decided, for the leveraged plan, that the unit subscription price of new shares offered in the share capital increase reserved
for employees will equal €18.43, i.e. 85.85% of the Reference price, rounded off;
4°/ decided that the unit subscription price of new shares with stock subscription warrants offered in the share capital increase
reserved for employees in germany (for the leveraged offering) will equal €21.47, i.e. 100% of the Reference price, rounded
off.

The Management Board decided to set the dates of the subscription period for Shareplan 2008 as follows:

•  from September 24, 2008, inclusive, to october 9, 2008, inclusive, except for employees in Belgium; and

•  from September 24, 2008, inclusive, to october 23, 2008, inclusive, for employees in Belgium.

The capital increase is expected to occur on November 28, 2008.

490 2008 ANNUAL REPORT

APPENDICES

2. Impact of the proposed issue    
The following table shows the impact of an issuance of a maximum of 43,668,122 new shares on a shareholder who owns 1% of AXA’s share capital 1 and who does not subscribe to the capital increase   :
Shareholder’s interest in the share capital (%)    
Before the issue   1%
After the issue of a maximum of 43,668,122 new shares   0.98%
Moreover, the impact of this issue on the interest in consolidated shareholders’ equity attributable to the Group as of June 30 2008, for a shareholder who owns one AXA share and who does not subscribe to the capital increase would be the following   :
• In case the capital increase would be entirely subscribed via the classic plan:    
Interest in consolidated shareholders’ equity as of June 30, 2008 (per share)    
Before the issue   €19.65
After the issue of a maximum of 43,668,122 new shares   €19.60
• In case the capital increase would be entirely subscribed via the leveraged plan (excluding germany):    
Interest in consolidated shareholders’ equity as of June 30, 2008 (per share)    
Before the issue   €19.65
After the issue of a maximum of 43,668,122 new shares   €19.62
Figures indicated above have been determined on the basis of the theoretical maximum number of shares that may be issued in
connection with SharePlan 2008. By way of illustration, for SharePlan 2007, 22,088,600 were issued as it follows: 3,186,392 new
shares subscribed under the traditional plan, 17,023,582 new shares subscribed under the leveraged plan (excluding germany)
and 1,878,626 new shares with warrants under the leveraged plan in germany		   .
Considering the issue price and the volume of shares being issued, the capital increase should not have a signifcant impact on
the quoted share price.		    
In accordance with the provisions of Article R.225-116 of the French Commercial Code, this report will be made available to
shareholders at the Company’s head office no later than ffteen days following the Management Board’s meeting and will be
submitted to the shareholders at their next general Meeting.		    
Done on September 15, 2008    
The Management Board    

(1) Based on the number of shares comprising AXA’s share capital as declared by the Company to the Autorité des marchés financiers (AMF) on August 8,
2008, i.e. 2,064,029,718.

491

AXA SUPERVISORY BOARD’S COMMENTS ON THE MANAGEMENT
BOARD’S REPORT AND THE FINANCIAL STATEMENTS

Dear Shareholders,

your Supervisory Board met eigth times in 2008. In accordance with applicable regulations and AXA’s Bylaws, the Board
completed all the checks and controls on the operations and business of the Management Board it deems appropriate, based
on the works of its four special-purpose Committees (Selection, ethics, governance and human Resources Committee, which
held four meetings; Compensation Committee, which held four meetings; Finance Committee, which held fve meetings; Audit
Committee, which held six meetings).

Your Supervisory Board, in particular, sought to ensure that its own organization contributed to the good corporate governance
of the Company.

In accordance with applicable laws, the Management Board submitted to the Supervisory Board for its review AXA’s financial
statements for 2008 (Company’s financial statements – parent only – and the consolidated financial statements) as well as the
Management Board’s report on the Company’s and the Group’s business for the financial year elapsed.

The Supervisory Board states to the Shareholders’ Meeting that it does not have any comment on the financial statements and
report submitted by the Management Board.

In addition, the Supervisory Board reviewed the financial resolutions put to the vote at your Meeting, and requiring its prior
authorisation. These resolutions were approved by the Supervisory Board, which does not have any objection or specifc remark
in respect thereof.

Furthermore, the term of office of Mrs. Dominique Reiniche as well as Messrs. Jacques de Chateauvieux, Anthony Hamilton and
Michel Pébereau are due to expire at the close of the Meeting of April 30, 2009. The Management Board asks you to reappoint
them for a four-year term. Following the recommendation of its Selection, ethics, governance and human Resources Committee,
the Board has issued a favourable opinion on these reappointments.

The term of office of Mr. Henri Lachmann, first appointed as a member of the Supervisory Board in 1996, is set to expire at the close
of this Meeting. The Shareholders are accordingly asked to replace him. The Supervisory Board, following the recommendation
of its Selection, ethics, governance and human Resources Committee, has rendered a favorable opinion on the appointment of
Mr. Ramon de Oliveira whose expertise in the financial and insurance sectors will further enhance the Supervisory Board’s work.
The Supervisory Board wishes to cordially thank Mr. Henri Lachmann for the quality of his contributions to the Board.

Consequently, the Board recommends you to approve the 2008 financial statements as well as all of the other resolutions put to
the vote at your Meeting and approved by the Management Board.

The exceptional circumstances of 2008 both in the financial markets and for the general economy, has caused AXA to strengthen
its risk management and to enhance the design and profitability of certain of its life & savings products. Confronted with an
economic environment and continuing uncertainty in financial markets during 2009, AXA will endeavor to reduce the factors
contributing to operational and financial vulnerabilities, while also positioning itself to profit from the recovery.

we would like to thank specially the employees of the AXA Group and the Management Board for the quality of their work and
their high commitment to the success of the Company.

The Supervisory Board is confdent that the AXA Group has the ability to ensure the long-term growth of the Group.
The Supervisory Board

492 2008 ANNUAL REPORT

APPENDICES

AUDITORS’ REPORTS

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of Statutory Auditors on the issue of shares and/or securities giving a claim on ordinary

shares or debt instruments of the Company, with or without preferential subscription rights

(General Meeting of the Shareholders on April 30, 2009 – 12th, 13th, 14th, 15th, 16th, 17th and 18th resolutions)

This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely for
the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as the Statutory Auditors of AXA, and in accordance with the terms of our appointment pursuant to the French
Commercial Code, and in particular pursuant to its Articles L.225-135, L.225-136 and L.228-92, we hereby submit our report on
the proposed delegation of authority to the Management Board for various issues of ordinary shares and securities, on which
you are being asked to deliberate and vote.

on the basis of its report, your Management Board proposes to your general Meeting:

•  to authorize it, for a 26-month period, to resolve the following issues, in France or abroad, and set their final terms and, as the
case may be, to waive your preferential subscription rights:

– issue ordinary shares and/or securities giving a claim on ordinary shares of the Company, or, pursuant to Article L.228-93 of
the French Commercial Code, of a company in which the Company holds directly or indirectly more than half of the capital,
with preferential subscription rights (12th resolution),

– issue ordinary shares and/or securities giving a claim on ordinary shares of the Company or, pursuant to Article L.228-93 of
the French Commercial Code, of a company in which the Company directly or indirectly owns more than half of the capital,
without preferential subscription rights. The Management Board may grant Shareholders a priority right to subscribe shares
as of right and/or on the basis of their exact rights (13th resolution),

– issue ordinary shares and/or securities giving a claim on ordinary shares of the Company in return for securities tendered to
the Company in France or abroad during a public exchange offer initiated by AXA and complying with the conditions set in
Article L.225-148 of the French Commercial Code (16th resolution),

– issue of ordinary shares as a result of an issue, by subsidiaries of the Company, of securities giving a claim to the Company’s
ordinary shares (18th resolution),

•  to authorize it, under the 14th resolution, in the event of an issue without preferential subscription rights, under the terms set forth
in the 13th resolution (in particular with respect to the maximum nominal amount), to set the issue price under the conditions
defined by the Shareholders and up to a maximum of 10% of the share capital for each 12-month period.

•  to authorize it, for a 26-month period, to resolve the issue of ordinary shares and/or securities with a claim on ordinary shares,
in return for the contributions in kind made to the Company in the form of shares or securities giving a claim to the capital
(17th resolution), within the limit of 10% of the share capital.

 

The total nominal amount of capital increases that may be carried out, immediately or in the future, may not exceed:

•  €2 billion for the capital increases through the issue of ordinary shares or securities giving a claim on ordinary shares, with
preferential subscription rights maintained, carried out pursuant to the 12th resolution,

•  20% of the share capital at the date of this general Meeting, within the limit of €1 billion, for the capital increases through
the issue of ordinary shares or securities giving a claim on ordinary shares, without preferential subscription rights, carried
out pursuant to the 13th to 18th resolutions, provided that this amount shall be deducted from the upper limit of €2 billions of
provided under the 12th resolution,

•  €6 billion for debt instruments giving a claim on ordinary shares of the Company, issued pursuant to the 12th to
17th resolutions.

To the extent the 15th resolution is approved, the number of securities, which are to be created pursuant to the delegations of authority
referred to in the 12th to 14th and the 16th to 18th resolutions, may be increased in the conditions set forth in Article L.225-135-1
of the French Commercial Code and within the upper limits set forth in the 12th and 13th resolutions.

493

your Management Board is required to prepare a report in accordance with Articles R.225-113, R.225-114 and R.225-117 of the
French Commercial Code. our role is to express an opinion on the fairness of the fgures resulting from the financial statements,
on the proposal for suppression of the preferential subscription rights and on other information pertaining to the issue contained
in this report.

we performed our work in accordance with the standards of our profession applicable in France. Those standards require that
we plan and perform procedures to verify the fairness of the information provided in the report of the Management Board and
the fairness of the terms and conditions under which the issue price is being determined.

Notwithstanding subsequent review of the finals terms of any issue that would be resolved, we have no matters to report concerning
the methods used to set the issue price of shares to be issued, such methods being detailed in the Management Board’s report
for the 13th and 14th resolutions.

More over, to the extent that this report does not specifes the methods used to set the issue price of shares to be issued pursuant
to the 12th, 16th and 17th resolutions, we can not express any opinion as to the choice of the calculation elements of the issue
price.

Since the amount of the issue price is not set, we do not express any opinion as to the finals terms according to which the issues
can be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights of the 13th, 14th,
16th and 17th resolutions.

In accordance with Article R.225-116 of the French Commercial Code, we will submit a complementary report, as the case may be,
when your Management Board will recourse to these authorizations in the event of issues of ordinary shares without preferential
subscription rights and of issues of securities with a claim on the capital.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

yves Nicolas – eric Dupont                                            Patrick de Cambourg – Jean-Claude Pauly

494 2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of Statutory Auditors on the issue of securities entitling to an allotment of debt instruments
(General Meeting of the Shareholders on April 30, 2009 – 19th resolution)

This is a free translation into English of the Statutory Auditors’ report issued in French and which is provided solely for the
convenience of English readers. This report should be read in conjunction with, and construed in accordance with, French
law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as the Statutory Auditors of AXA, and in accordance with the terms of our appointment pursuant to the French
Commercial Code, and in particular pursuant to its Article L.228-92, we hereby submit our report on the proposed delegation of
authority to your Management Board in order to issue securities that entitle to an allotment of debt instruments, without increase
of the Company’s share capital, on which you are being asked to deliberate and vote.

on the basis of its report, your Management Board proposes to your general Meeting:

•  to authorize it, for a 26-month period, to resolve the issue, in one or several times, in France, or abroad and/or on the international
market, in euros or in any monetary unit established by reference to several currencies, bonds with bond warrants attached,
and, more generally, securities entitling to the allotment, immediately or in the future, of debt instruments such as bonds and
related securities, subordinated securities that have or have not a term date, or all other securities granting, in a same issue,
the same claims on the Company and to set the definitive terms of such issue.

The nominal amount for which all the aforementioned securities may be issued may not exceed €2 billion, or the equivalent
amount in another currency or any monetary unit established by reference to several currencies, provided that this maximum
nominal amount is independent from the amount of any debt instruments that would be issued by virtue of the twelfth to
seventeenth resolutions and that any redemption premiums above the nominal value shall be added to this amount.

It is specifed that:

•  the maximum nominal amount of €2 billion is separate and distinct from the debt instruments that would be issued pursuant
to the 12th to 17th resolutions;

•  this authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the twenty-second resolution.

your Management Board is required to prepare a report in accordance with Articles R.225-113 and R.225-114 of the French
Commercial Code. our role is to express an opinion on the fairness of the fgures resulting from the financial statements, and on
other information pertaining to the issue contained in this report.

we performed our work in accordance with the standards of our profession applicable in France. These standards require that
we verify the contents of the Management Board’s report on such transaction.

In accordance with Article R.225-116 of the French Commercial Code, we will submit a supplementary report, as the case may
be, when your Management Board will make use of this authorization in the event of an issue of securities that entitle to an
allotment of debt instruments.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

yves Nicolas – eric Dupont                                            Patrick de Cambourg – Jean-Claude Pauly

495

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of Statutory Auditors on capital increase without preferential subscription rights,
reserved for employees enrolled in the employer-sponsored Company savings plan

(General Meeting of Shareholders on April 30, 2009 – 20th resolution)

This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely for
the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.225-135 et seq. of the French Commercial Code,
we hereby submit our report on the proposed authorization to the Management Board in order to resolve a capital increase
without preferential subscription rights, up to a nominal amount of €150 million, by issuing ordinary shares or other securities
with a claim to the share capital of the Company, reserved for corporate officers, employees or former employees and general
insurance agents of your Company and affliated companies or economic interest groups within the meaning of Article L.225-
180 of the French Commercial Code who are enrolled in AXA’s employer-sponsored Company savings plan(s), on which you are
being asked to deliberate and vote.

This capital increase is being submitted to your approval pursuant to Articles L.225-129-6 of the French Commercial Code and
L.3332-18 et seq. of the French Labour Code.

on the basis of its report, your Management Board proposes that you authorize it, over a period of 18 months, to resolve one or
several capital increases and that you waive your preferential subscription rights on any shares or securities with a claim to the
share capital of the Company to be issued. As the case may be, it would set the final terms of such transactions.

your Management Board is required to prepare a report in accordance with Articles R.225-113 and R.225-114 of the French
Commercial Code. our role is to express our opinion as to the fairness of the fgures resulting from the financial statements, on
the proposal for suppression of the preferential subscription rights, and on other information pertaining to the issue contained
in this report.

It is specifed that:

•  the aggregate nominal amount which may result from this resolution and the 21st resolution shall not exceed the above mentioned
nominal amount of €150 million;

•  the maximum discount set shall not exceed 20% off an average quoted price of share on euronext Paris over the twenty trading
days preceding the day on which the Management Board formally resolve the opening date of the subscription period;

•  the Management Board may reduce or eliminate the aforementioned discount, as it deems appropriate, in particular to take
into account the new international accounting standards, or, inter alia, locally applicable legal, accounting, tax or social
regulations;

•  the Management Board may also substitute all or part of the discount by allotting ordinary shares or other securities with a
claim to the capital.

we performed our work in accordance with the standards of our profession applicable in France. These standards require that
we verify the fairness of the information contained in the report of the Management Board and the fairness of the terms and
conditions under which the issue price is being determined.

Notwithstanding subsequent review of the terms and conditions under which any of these capital increases may be decided,
we have nothing to report concerning the methods used to set the issue price of securities to be issued, as disclosed in the
Management Board report.

496 2008 ANNUAL REPORT

APPENDICES

Since the amount of the issue price is not set, we do not express any opinion as to the final terms and conditions under which the
capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights.

In compliance with Article R.225-116 of the French Commercial Code, we will prepare a complementary report, as the case may
be, when your Management Board will make use of this authorization.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

497

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the capital increase without preferential subscription rights,
reserved for a category of beneficiaries
(General Meeting of the Shareholders on April 30, 2009 – 21st resolution)

This is a free translation into English of the Statutory Auditors’ report issued in the French language and which is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of AXA, and in accordance with the terms of our assignment pursuant to Articles L.225-
135 et seq. of the French Commercial Code, we hereby submit our report on the proposed increase of the share capital without
preferential subscription rights, up to a maximum nominal amount of €150 million, and reserved for a category of benefciaries,
on which you are being asked to deliberate and vote.

Acting on the basis of its report, your Management Board proposes that you authorize it, for a period of 18 months, to resolve one
or several capital increases and that you waive your preferential subscription rights to any securities to be issued, full authority to
determine the terms and conditions of this transaction and that you waive your preferential subscription rights.

It comes under the responsibility of your Management Board to prepare a report in accordance with Articles R.225-113 and
R.225-114 of the French Commercial Code. we are required to give our opinion on the fairness of the fgures resulting from the
financial statements, on the proposal for suppression of the preferential subscription rights and on other information pertaining
to the issue contained in this report.

It is specifed that:

•  the aggregate nominal amount which may result from this resolution and the 20th resolution shall not exceed the above mentioned
nominal amount of €150 million;

•  your Management Board proposes that you waive your preferential subscription rights on the ordinary shares to be issued
pursuant to this authorization and to reserve the subscription rights to the category of benefciaries meeting the following
characteristics: any bank or any entity held by such bank, which, at the request of the Company, participates in the implementation
of a structured offer for some or all employees, corporate officers and general insurance agents of companies or economic
interest groups affliated to the Company within the meaning of Articles L.225-180 of the French Commercial Code and
Articles L.3344-1 and L.3344-2 of the French Labor Code, incorporated outside France, such structured offer being similar,
in terms of economic profle, to the offer made to other employees and corporate officers of the Company or its affliated
companies or economic interest groups within the meaning of Article L.225-180 of the French Commercial Code and
Articles L.3344-1 and L.3344-2 of the French Labor Code, that would carried out by virtue of a capital increase made pursuant
to the twentieth resolution submitted to this Meeting;

•  the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower than an
average quoted price of the share of the Company on euronext Paris over the twenty trading days preceding the day on which
the Management Board sets the opening date of the subscription to a capital increase carried out by virtue of the twentieth
resolution, nor higher than this average, and, (ii) shall not be more than 20% lower than an average quoted price of the share
of the Company on euronext Paris over the twenty trading days preceding the day on which the Management Board sets the
opening date of the subscription to a capital increase reserved to a benefciary comprised in the category defined hereinbefore,
provided that the structured offer referred to hereabove would not be established concurrently to a capital increase carried out
by virtue of the twentieth resolution, nor higher than this average;

•  the Management Board shall be entitled to decide the reduction or cancellation of any discount so granted, if it deems
appropriate, in order to take into account, inter alia, legal, social, tax or accountancy regulatory rules applicable locally.

we performed our work in accordance with the standards of our profession applicable in France. Those standards require that
we plan and perform procedures to verify the fairness of the information provided in the report of the Management Board and
the fairness of the terms and conditions under which the issue price is being determined.

498 2008 ANNUAL REPORT

APPENDICES

Notwithstanding subsequent review of the finals terms under which the proposed capital increase may be conducted, we have
no particular observations to make with respect to the methods used to determine the issue price that are described in the report
of the Management Board.

To the extent that the amount of the issue price is not set, we do not express any opinion as to the finals terms according to
which the capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription
rights.

In accordance with Article R.225-116 of the French Commercial Code, we will submit a complementary report, as the case may
be, when your Management Board will make use of this authorization.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

499

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the reduction
of share capital by cancellation of repurchased shares

(General Meeting of the Shareholders on April 30, 2009 – 22nd resolution)

This is a free translation into English of the Statutory Auditors’ report issued in the French language and which is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Shareholders of AXA
25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of AXA and as required under the provisions of Article L.225-209 paragraph 7 of the French
Commercial Code in the event of a reduction of capital by cancellation of repurchased shares, we have prepared our report on
our assessment of the reasons and conditions of the proposed capital reduction.

we performed our work in accordance with the standards of our profession applicable in France. These standards require that
we plan and perform procedures to assess whether the reasons and the conditions of the capital reduction are proper.

This transaction is related to the share repurchase program under which the Company may repurchase its own shares up to a
maximum of 10% of its share capital under the conditions set forth in Article L.225-209 of the French Commercial Code. This
share repurchase program is also submitted for approval to your general Meeting (10th resolution) and would be granted for a
period of eighteen months.

The Management Board requests you to delegate to it, for a period of eighteen months, full authority so as to cancel the shares
purchased under the proposed share repurchase program up to a maximum of 10% of the share capital per 24-month period.

We have no matters to report concerning the reasons and the conditions of the proposed capital reduction.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Yves Nicolas – Eric Dupont                                            Patrick de Cambourg – Jean-Claude Pauly

500 2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the preferred shares issue with waiver
of preferential subscription rights of Shareholders reserved for AXA Assurances IARD Mutuelle
and AXA Assurances Vie Mutuelle

(Extraordinary General Meeting, April 30, 2009 – 23rd resolution)

To the Shareholders of AXA
25 avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of your company, and in accordance with Articles L.228-112 and L.225-138 of the French
Commercial Code, we hereby submit our report on the proposed B category preferred shares issue of up total gross issue proceeds
of €2 billion subject to such amount not exceeding €1 billion in total nominal amount, reserved for AXA Assurances IARD Mutuelle
Company and AXA Assurances vie Mutuelle Company, a transaction that is being submitted for your consideration and vote.

your Management Board is asking that you, acting on the basis of its report, delegate to it, with the power to sub-delegate, the
full authority to decide the terms of this transaction over a period of 18 months from the general meeting and is proposing that
you waive your preferential subscription rights to any preferred shares to be issued within the limitations provided in the bylaws
and resolutions submitted for your vote and consideration.

your Management Board is required to prepare a report in compliance with Articles R.225-114 and R.228-17 of the French
Commercial Code. our role is to assess the proposed capital increase, the proposed waiver of preferential subscription rights
and certain other disclosures pertaining to the issuance and contained in this report.

It is specifed that:

•  The aggregate amount of capital increases done by means of issues of preferred shares which may be carried out under this
resolution as well as the 24th and 25th resolutions submitted to this general meeting, shall not exceed, in addition to the limits
provided by law, total gross issue proceeds of €2 billion subject to such amount not exceeding €1 billion in total nominal
amount.

•  The preferred shares to be issued shall not have voting rights at general meetings nor preferential subscription rights to any
capital increase in cash. They will have a right to a preferred dividend and a priority right in any winding-up over that of ordinary
shares. They will not be convertible into ordinary shares.

•  The issue price of the preferred shares will be decided by the Management Board at the time of its decision to carry out the
issue. It will be equal to the volume-weighted average quoted price of AXA’s ordinary shares on euronext Paris during the
20 day trading period preceding the date on which the decision to issue the preferred shares is made.

•  The terms to determine the preferred dividend, which will be announced each year at the general meeting and paid to preferred
shareholders, will be determined by the Management Board at the time of its decision to carry out the issue, within the limitations
provided in the Bylaws. This dividend shall be determined within a range of a multiple between 1.2 and 1.8 of the dividend paid
for any ordinary share in respect of the prior fiscal year.

 

In addition, this preferred dividend may not be less than the minimum dividend nor greater than the maximum dividend set by
the Management Board at the time of its decision to carry out the issue. The minimum dividend will be between 6% and 8%
of the current amount of the relevant preferred share in respect of the prior fiscal year (this amount corresponds to the issue
price of the preferred share, as reduced in the event of absorption of losses) and the maximum dividend will be between 10%
and 14% of the same amount.

 

In the case where all or a part of the preferred dividend will not be paid for the fiscal year, the preferred dividend will not be
carried forward for future fiscal years.

 

In any event, the total preferred dividend paid to preferred shareholders during any fiscal year may not exceed 90% of the
earnings available for distribution of the relevant fiscal year.

 

No dividend may be paid to the holders of ordinary shares if the preferred dividend for the relevant fiscal year has not been
paid in full.

501

•  The preferred shares may be repurchased by AXA in accordance with the terms set out in the Bylaws and in particular, at any
time as from the fifth anniversary of their issue date, subject to the prior approval by the French insurance regulator (Autorité
de Contrôle des Assurances et Mutuelles). They shall be repurchased at their issue price increased by, in certain cases, a
rate corresponding to the rate set by the Management Board, at the time of its decision to carry out the issue, to calculate the
minimum dividend (i.e. comprised between 6% and 8%).

We have performed our work in accordance with the standards of our profession applicable in France. These standards require us
to examine and verify the content of the Management Board report on this transaction on the reasons for waiving the preferential
subscription rights, the characteristics of the preferred shares and the terms and conditions to determine their issue price.

Notwithstanding subsequent review of the terms and conditions under which any of these capital increases may be decided, we
have no particular observations to make with respect to the share capital increase envisaged, the methods used to determine
the issue price that are described in the Management Board report, nor on the information given, in such report, relating to the
characteristics of the preferred shares.

As the amount of the issue price is not yet determined, we express no conclusion on the final terms and conditions under which
the capital increase will be carried out and consequently on the proposal that is made to you to waive your preferential subscription
rights although the principle of waiving your preferential subscription rights logically follows from the nature of the transaction
envisaged and submitted for your approval.

In compliance with Article R.225-116 of the French Commercial Code, we will prepare a supplementary report when and if your
Management Board makes use of this authorization.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

502 2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the preferred shares issue maintaining
the preferential subscription rights of Shareholders

(Extraordinary General Meeting, April 30, 2009 – 24th resolution)

To the shareholders of AXA
25 avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of your company, and in accordance with Article L.228-12 of the French Commercial
Code, we hereby submit our report on the proposed B category preferred shares issue of up total gross issue proceeds of
€2 billion subject to such amount not exceeding €1 billion in total nominal amount, a transaction that is being submitted for your
consideration and vote.

your Management Board is asking that you, acting on the basis of its report, delegate to it, with the power to sub-delegate, the
full authority to decide the terms of this transaction over a period of 26 months from this general meeting; within the limitations
provided in the bylaws and resolutions submitted for your vote and consideration.

your Management Board is required to prepare a report in compliance with Article R.228-17 of the French Commercial Code.
our role is to assess the proposed capital increase and certain other disclosures pertaining to the issuance and contained in
this report.

It is specifed that:

•  The aggregate amount of capital increases done by means of issues of preferred shares which may be carried out under this
resolution as well as the 23rd and 25th resolutions submitted to this general meeting, shall not exceed, in addition to the limits
provided by law, total gross issue proceeds of €2 billion subject to such amount not exceeding €1 billion in total nominal
amount.

•  The preferred shares to be issued shall not have voting rights at general meetings nor preferential subscription rights to any
capital increase in cash. They will have a right to a preferred dividend and a priority right in any winding-up over that of ordinary
shares. They will not be convertible into ordinary shares.

•  The issue price of the preferred shares will be decided by the Management Board at the time of its decision to carry out the
issue. It will be equal to the volume-weighted average quoted price of AXA’s ordinary shares on euronext Paris during the
20 day trading period preceding the date on which the decision to issue the preferred shares is made.

•  The terms to determine the preferred dividend, which will be announced each year at the general meeting and paid to preferred
shareholders, will be determined by the Management Board at the time of its decision to carry out the issue, within the limitations
provided in the Bylaws. This dividend shall be determined within a range of a multiple between 1.2 and 1.8 of the dividend paid
for any ordinary share in respect of the prior fiscal year.

 

In addition, this preferred dividend may not be less than the minimum dividend nor greater than the maximum dividend set by

the Management Board at the time of its decision to carry out the issue. The minimum dividend shall be between 6% and 8%

of the current amount of the relevant preferred share in respect of the prior fiscal year (this amount corresponds to the issue

price of the preferred share, as reduced in the event of absorption of losses) and the maximum dividend will be between 10%

and 14% of the same amount.

In the case where all or a part of the preferred dividend will not be paid for the fiscal year, the preferred dividend will not be

carried forward for future fiscal years.

In any event, the total preferred dividend paid to preferred shareholders during any fiscal year may not exceed 90% of the

earnings available for distribution of the relevant fiscal year.

No dividend may be paid to the holders of ordinary shares if the preferred dividend for the relevant fiscal year has not been

paid in full.

 

•  The preferred shares may be repurchased by AXA in accordance with the terms set out in the Bylaws and in particular, at any
time as from the fifth anniversary of their issue date, subject to the prior approval by the French insurance regulator (Autorité
de Contrôle des Assurances et Mutuelles). They shall be repurchased at their issue price increased by, in certain cases, a
rate corresponding to the rate set by the Management Board, at the time of its decision to carry out the issue, to calculate the
minimum dividend (i.e. comprised between 6% and 8%).

We have performed our work in accordance with the standards of our profession applicable in France. These standards require
us to examine and verify the content of the Management Board report on the characteristics of the preferred shares and the
terms and conditions to determine their issue price.

503

Notwithstanding subsequent review of the terms and conditions under which any of these capital increases may be decided, we
have no particular observations to make with respect to the share capital increase envisaged, the methods used to determine
the issue price that are described in the Management Board report, nor on the information given, in such report, relating to the
characteristics of the preferred shares.

As the amount of the issue price is not yet determined, we express no conclusion on the final terms and conditions under which
the capital increase will be carried out.

In compliance with Article R.225-116 of the French Commercial Code, we will prepare a supplementary report when and if your
Management Board makes use of this authorization.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

504 2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the preferred shares issue without preferential
subscription rights of Shareholders

(Extraordinary General Meeting, April 30, 2009 – 25th resolution)

To the Shareholders of AXA
25 avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of your company, and in accordance with Articles L.228-112 and L.225-136 of the French
Commercial Code, we hereby submit our report on the proposed B category preferred shares issue of up total gross issue
proceeds of €2 billion subject to such amount not exceeding €1 billion in total nominal amount, a transaction that is being
submitted for your consideration and vote.

your Management Board is asking that you, acting on the basis of its report, delegate to it, with the power to sub-delegate, the
full authority to decide the terms of this transaction over a period of 26 months from this general meeting and is proposing that
you renounce your preferential subscription rights to any preferred shares to be issued within the limitations provided in the bylaws
and resolutions submitted for your vote and consideration.

your Management Board is required to prepare a report in compliance with Articles R.225-114 and R.228-17 of the French
Commercial Code. our role is to assess the proposed capital increase, the proposed waiver of preferential subscription rights
and certain other disclosures pertaining to the issuance and contained in this report.

It is specifed that:

•  The aggregate amount of capital increases done by means of issues of preferred shares which may be carried out under this
resolution as well as the 23rd and 24th resolutions submitted to this general meeting, shall not exceed total gross issue proceeds
of €2 billion subject to such amount not exceeding €1 billion in total nominal amount.

•  The preferred shares to be issued shall not have voting rights at general meetings nor preferential subscription rights to any
capital increase in cash. They will have a right to a preferred dividend and a priority right in any winding-up over that of ordinary
shares. They will not be convertible into ordinary shares.

•  The issue price of the preferred shares will be decided by the Management Board at the time of its decision to carry out the
issue. The issue price (i) will be equal to the volume-weighted average quoted price of AXA’s ordinary shares on euronext Paris
during the 20 day trading period preceding the date on which the decision to issue the preferred shares is made and/or (ii)
in the event preferred shares fungible with other preferred shares are already issued and listed, will be equal to the minimum
authorized by law.

•  The terms to determine the preferred dividend, which will be announced each year at the general meeting and paid to preferred
shareholders, will be determined by the Management Board at the time of its decision to carry out the issue, within the limitations
provided in the Bylaws. The dividend shall be determined within a range of a multiple between 1.2 and 1.8 of the dividend paid
for any ordinary share in respect of the prior fiscal year.

 

In addition, this preferred dividend may not be less than the minimum dividend nor greater than the maximum dividend set by

the Management Board at the time of its decision to carry out the issue. The minimum dividend will be between 6% and 8%

of the current amount of the relevant preferred in respect of the prior fiscal year (this amount corresponds to the issue price

of the preferred share, as reduced in the event of absorption of losses) and the maximum dividend will be between 10% and

14% of the same amount.

In the case where all or a part of the preferred dividend will not be paid during the fiscal year, the preferred dividend will not be

carried forward for future fiscal years.

In any event, the total preferred dividend paid to preferred shareholders during any fiscal year may not exceed 90% of the

earnings available for distribution of the relevant fiscal year.

No dividend may be paid to the holders of ordinary shares if the preferred dividend for the relevant fiscal year has not been

paid in full.

 

•  The preferred shares may be repurchased by AXA in accordance with the terms set out in the Bylaws and in particular, at any
time as from the fifth anniversary of their issue date, subject to the prior approval by the French insurance regulator (Autorité
de Contrôle des Assurances et Mutuelles). They shall be repurchased at their issue price increased by, in certain cases, a
rate corresponding to the rate set by the Management Board, at the time of its decision to carry out the issue, to calculate the
minimum dividend (i.e. comprised between 6% and 8%).

We have performed our work in accordance with the standards of our profession applicable in France. These standards require us
to examine and verify the content of the Management Board report on this transaction on the reasons for waiving the preferential
subscription rights, the characteristics of the preferred shares and the terms and conditions to determine their issue price.

505

Notwithstanding subsequent review of the terms and conditions under which any of these capital increases may be decided, we
have no particular observations to make with respect to the share capital increase envisaged, the methods used to determine
the issue price that are described in the Management Board report, nor on the information given, in such report, relating to the
characteristics of the preferred shares.

As the amount of the issue price is not yet determined, we express no conclusion on the final terms and conditions under which
the capital increase will be carried out and consequently on the proposal that is made to you to waive your preferential subscription
rights although the principle of waiving your preferential subscription rights logically follows from the nature of the transaction
envisaged and submitted for your approval.

In compliance with Article R.225-116 of the French Commercial Code, we will prepare a supplementary report when and if your
Management Board makes use of this authorization.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

2008 ANNUAL REPORT

APPENDICES

PricewaterhouseCoopers Audit                                                                                                                                          Mazars

63, rue de villiers                                                                                                                                        61, rue henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Special Report of the Statutory Auditors on the insertion in the Bylaws of the terms
of repurchase or reimbursement of the preferred shares

(Extraordinary General Meeting, April 30, 2009 – 26th resolution)

To the shareholders of AXA
25 avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of your Company, and in accordance with Article R.228-20 of the French Commercial Code,
we hereby submit our report on the terms of repurchase or reimbursement of the category B preferred shares whose insertion
in the Bylaws is envisaged as part of a transaction that is being submitted for your consideration and vote.

Your Management Board is required to prepare a report stating the terms of the repurchase or reimbursement of these preferred
shares and to make available its and the Auditors’ reports provided under Article R.228-19 of the French Commercial Code.
our role is to assess the terms of the repurchase or reimbursement of the category B preferred shares whose insertion into the
bylaws is envisaged.

We have performed our work in accordance with the standards we deemed necessary. These standards require us to examine
and verify the content of the Management Board report on the terms of repurchase or reimbursement of the category B preferred
shares.

We have no observations to make with respect to the terms of repurchase or reimbursement of the category B preferred shares
whose insertion into the bylaws is envisaged.

In compliance with Article R.228-19 of the French Commercial Code, we will prepare a report upon the decision by your
Management Board to issue category B preferred shares, in accordance with the provisions of the bylaws.

Neuilly-sur-Seine and Courbevoie, March 25, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit                                                                     Mazars

Eric Dupont – Yves Nicolas                                            Patrick de Cambourg – Jean-Claude Pauly

507

PricewaterhouseCoopers Audit                                                                                                                        Mazars & Guérard

63, rue de Villiers                                                                                                                                      61, rue Henri Régnault

92208 Neuilly-sur-Seine Cedex                                                                                                                         92400 Courbevoie

Complementary report of the Statutory Auditors on the capital increase reserved
for employees enrolled in a Company Savings Plan

This is a free translation into English of the Statutory Auditors’ report issued in the French language and which is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Management Board

AXA

25, avenue Matignon
75008 Paris

In our capacity as Statutory Auditors of AXA and pursuant to the provisions of Article R.225-116 of the French Commercial Code,
we hereby present a complementary report to our special report of March 25, 2008 on the issue of shares, without preferential
subscription rights, reserved to employees or former employees of AXA enrolled in the Group Company Savings Plan (P.E.E.G)
or the Group International Savings Plan (P.I.A.G) as authorized by the Annual general Meeting on April 22, 2008.

This Meeting delegated its authority to the Management Board to set the finals terms of such transactions, over a period of
eighteen months, up to a maximum nominal amount of €100 million.

Pursuant to this delegation of authority, the Management Board decided, at its Meeting of September 15, 2008, to carry out a
capital increase by issuing a maximum amount of 43,668,122 shares of the Company having the following issue prices:

•  under the traditional plan, a unit price of €17.18, equal to 80% of the average closing price of the AXA share over the 20 trading
days preceding, and including, September 12;

•  under the leverage plan, a unit price of €18.43, equal to 85.85% of the average closing price of the AXA share over the
20 trading days preceding, and including, September 12;

•  for the shares with stock warrants attached (actions à bons de souscription d’actions) offered to employees in germany, a unit
price of €21.47, that is 100% of the average opening price of the AXA share over the 20 trading days preceding, and including,
September 12.

It is the responsibility of the Management Board to prepare a supplementary report in accordance with Articles R.225-115 and
R.225-116 of the French Commercial Code. we are required to give our opinion on the fairness of the fgures resulting from the
financial statements, on the proposal to waive the shareholders’ preferential subscription rights, and on certain other information
concerning the issue and contained in this report.

We performed our work in accordance with the standards of our profession applicable in France. Those standards require that
we plan and perform procedures to verify:

•  the fairness of the fgures taken from the interim financial statements as of June 30, 2008, prepared under the responsibility
of the Management Board in accordance with the same methods and pursuant to the same presentation as the last annual
financial statements. we conducted a limited review of those interim financial statements in accordance with the professional
standards applicable in France;

•  the conformity of the terms and conditions of the transaction with regards to the delegation of authority granted by the general
Meeting, and the fairness of the information provided in the supplementary report of the Management Board relative to the
calculation methods and amounts of the issue price.

508 2008 ANNUAL REPORT

APPENDICES

We have no matters to report on:

•  the fairness of the fgures resulting from the Company’s financial statements and contained in the complementary report of
the Management Board;

•  the conformity of the terms and conditions of the transaction with regards to the delegation of authority granted by the general
Meeting of April 22, 2008 and with the information provided at that Meeting;

•  the proposal to waive the shareholders’ preferential subscription rights, which you have already approved, the choice of the
calculation methods of the issue price, and its final amount ;

•  the presentation of the issue impact on the position of owners of equity securities having regard to the shareholders’ equity
and the share trade value .

Neuilly-sur-Seine and Courbevoie, September 26, 2008

The Statutory Auditors

PricewaterhouseCoopers Audit                                                            Mazars & Guérard

Eric Dupont – Yves Nicolas                                                             Patrick de Cambourg

509

RESOLUTIONS SUBMITTED BY THE AXA’S MANAGEMENT BOARD

ORDINARY RESOLUTIONS

First resolution

Approval of the Company’s financial statements for 2008 – parent only

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, and having
reviewed the Management Board Reports, the Supervisory Board Report relative to the Management Board Report and the
financial statements for the year ended December 31, 2008, and the Statutory Auditors’ Report on the financial statements,

hereby approve the financial statements of AXA (the “Company”) for the year ended December 31, 2008 as presented, together
with the transactions refected therein or referred to in the aforementioned reports.

Second resolution

Approval of the consolidated financial statements for 2008

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, and having
reviewed the Management Board Reports, the Supervisory Board Report relating to the Management Board Report and the
financial statements for the year ended December 31, 2008, and the Statutory Auditors’ Report on the consolidated financial
statements,

hereby approve the Company’s consolidated financial statements for the year ended December 31, 2008 as presented, together
with the transactions refected therein or referred to in the aforementioned reports.

Third resolution

Earnings appropriation and declaration of a dividend of €0.40 per share

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, upon
recommendation of the Management Board and having noted that losses for the year ended December 31, 2008 amount to
€1,252,766,940

hereby resolve to appropriate the losses of the fiscal year 2008 as follows:

•  appropriation on the retained earnings for an amount of €17,248,117

•  appropriation on the reserve for contingencies (réserve pour éventualités diverses) for an amount of €1,235,518,823

hereby resolve the distribution of a dividend to the benefit of shareholders, charged on the reserve for contingencies (réserve
pour éventualités diverses), that amount to €835,663,267.60.

The Shareholders further resolve that the dividend of €0.40 for each of the 2,089,158,169 ordinary shares earning dividends as
from January 1st, 2008, shall be made available for payment on May 12, 2009.

Pursuant to paragraph 2° of Article 158.3 of the French general Tax Code (Code Général des Impôts), all natural persons deemed
to be French resident for tax purposes are eligible for a 40% tax relief on the dividend, that is €0.16 per share, provided that the
option for a fat deduction at source provided under Article 117 quater of the French general Tax Code has not been exercised
in relation to these dividends or other earnings received during the same fiscal year.

Save the dividend referred to hereinbefore, no other earnings, whether or not eligible to the above-mentioned 40% tax relief, are
distributed pursuant to this general Meeting.

For information, the following dividends per share, dividends with tax relief, and dividends without tax relief, were granted for the
preceding three fiscal years:

    Fiscal year 2005   Fiscal year 2006   Fiscal year 2007  
Dividend per share   €0.88   €1.06   €1.20  
Dividend with tax relief   €0.88   €1.06   €1.20  
Dividend without tax relief   –   –   –  

For dividends received as from January 1st, 2008, the benefciaries having opted for a fat deduction at source are not entitled
to the aforementioned tax relief.

In the event that the Company holds certain of its own shares at the time dividends are made available for payment, the
corresponding dividends shall be appropriated to retained earnings.

510 2008 ANNUAL REPORT

APPENDICES

Fourth resolution

Approval of the Statutory Auditors’ Special Report on regulated agreements

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, and having
reviewed the Statutory Auditors’ Special Report on agreements falling within the scope of Article L.225-86 of the French Commercial
Code (Code de commerce), hereby approve the aforementioned report, which does not mention the existence of any new regulated
agreements falling within the scope of the aforementioned Article and that were entered into over the year ended December 31,
2008.

Fifth resolution

Re-appointment of Mr. Jacques de Chateauvieux to the Supervisory Board

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings and pursuant
to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Jacques de Chateauvieux to the Supervisory Board for a term of
four years expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the
preceding fiscal year.

Sixth resolution

Re-appointment of Mr. Anthony Hamilton to the Supervisory Board

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings and pursuant
to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Anthony Hamilton to the Supervisory Board for a term of four years
expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the preceding
fiscal year.

Seventh resolution

Re-appointment of Mr. Michel Pébereau to the Supervisory Board

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings and pursuant
to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Michel Pébereau to the Supervisory Board for a term of four years
expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the preceding
fiscal year.

Eighth resolution

Re-appointment of Mrs. Dominique Reiniche to the Supervisory Board

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings and pursuant
to Article 10 of the Company’s Bylaws, hereby re-appoint Mrs. Dominique Reiniche to the Supervisory Board for a term of four
years expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the
preceding fiscal year.

Ninth resolution

Appointment of Mr. Ramon de Oliveira to serve as a member of the Supervisory Board

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings and pursuant
to Article 10 of the Company’s Bylaws, hereby appoint Mr. Ramon de Oliveira to serve as a member of the Supervisory Board,
replacing Mr. Henri Lachmann whose term of office expires at the end of this general Meeting, for a four-year term expiring at the
close of the general Meeting of Shareholders in 2013 called to approve the financial statements of the preceding fiscal year.

Tenth resolution

Authorization granted to the Management Board to purchase shares of the Company

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, and having
reviewed the Management Board Report and the Description of the share repurchase program established in compliance with
Articles 241-1 et seq. of the Autorité des Marchés Financiers (the “AMF”) general Regulation:

1) hereby authorize the Management Board, pursuant to Articles L.225-209 et seq. of the French Commercial Code, to purchase
a maximum of 10% of the total number of ordinary shares comprising the Company’s share capital at any given time, or 5%
of the total number of shares comprising the Company’s share capital in the case of shares acquired by the Company with
the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution, provided that these
limits may be assessed at any time whatsoever, by applying the percentage to an adjusted amount of share capital after the
completion of capital transactions that may affect it after the date of this Meeting. The number of shares of its own stock that
the Company can hold at any given time must not exceed 10% of the existing ordinary shares outstanding.

511

2)   Resolve that these ordinary shares may be acquired for the purpose of: a) optimizing the liquidity of AXA ordinary shares,
notably to foster regular and liquid trading in the securities through a liquidity contract that complies with the Association
Française des Marchés Financiers (AMAFI) Code of conduct approved by the AMF, and agreed to with an investment service
provider, in compliance with market practice accepted by the AMF, provided that, for the calculation of the 10% limit provided
for in paragraph 1) of this resolution, the number of such repurchased shares will be equal to the purchased shares minus
the shares that would have been resold within the duration of this resolution b) (i) hedging stock options offered to some or
all employees or eligible corporate officers of the Company and/or affliated entities or economic interest Groups as defined in
Article L.225-180 of the French Commercial Code, (ii) granting free shares to some or all eligible corporate officers, employees,
former employees and general insurance agents enrolled in a employer-sponsored company savings plan sponsored by the
Company or the AXA Group, (iii) granting free shares to some or all employees or eligible corporate officers of the Company
and/or its affliated entities or economic interest groups notably in accordance with Article L.225-197-2 of the French Commercial
Code, in connection with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, and (iv) assigning
shares to some or all employees, former employees, eligible corporate officers and general insurance agents of the Company
or the AXA Group in connection with the implementation of any employee savings plan in accordance with the applicable
laws and regulations, notably the Articles L.3332-1 et seq. of the French Labor Code, or any other employee savings plans,
c) holding shares for the purpose of subsequent payment or in exchange in respect of potential external growth acquisitions,
in compliance with the market practice accepted by the AMF, d) delivering shares upon exercise of rights attached to debt
instruments giving a claim on the Company’s share capital by way of repayment, conversion, exchange, presentation of a
warrant or in any other manner e) canceling some or all of these shares, provided that the Management Board is duly authorized
by the Shareholders, under an extraordinary resolution, to reduce the capital through the cancellation of the shares acquired
pursuant to a share repurchase program, or, f) in general, performing all operations admissible, or to be subsequently admitted,
by the laws and regulations in force.

 

3)   Resolve that the maximum purchase price per share shall not exceed €30 (or the equivalent of this amount on the same
date in any other currency). however, in the event of transactions concerning the Company’s share capital, in particular
a modifcation of the ordinary share’s nominal value, a capital increase via capitalization of reserves followed by the
issuance and the free allotment of shares, a stock split or a re-bundling of shares, the Management Board may adjust the
maximum purchase price referred to above in order to take into account the impact of such transactions on the value of
the share. For reference purpose only, pursuant to Article R.225-151 of the French Commercial Code, as at February 12,
2009, without taking into consideration the shares already held, the maximum global amount that may be allocated by the
Company to the ordinary shares repurchase program under this resolution would be €6,267,474,480, corresponding to
208.915.816 ordinary shares acquired at the maximal unit price of€30 determined hereinbefore and on the basis of the share
capital as at January 21, 2009.

 

4)   Resolve that the acquisition, sale or transfer of these shares may be completed and paid by all appropriate means in accordance
with the applicable laws and regulations, including through open market transactions or private agreements, over-the-counter
and in particular through block trades, by using financial derivatives or warrants or, more generally, through securities entitling
to shares of the Company, or through public offerings, at such time as the Management Board shall decide.

 

Resolve that, in the event of a public offer on the AXA’s shares, the Company may pursue the execution of its share repurchase
program in accordance with Article 232-17 of the AMF general Regulation, and only if (i) the offer to purchase Company shares
is paid for exclusively and entirely in cash and if (ii) the repurchase transactions carried out pursuant to a program in progress
are consistent with the objectives mentioned in points b) and d) of paragraph 2) above and are not likely to compromise the
success of the offer.

The Shareholders hence grant full authority to the Management Board, including the option to sub-delegate authority under the
provisions of the law, to (i) resolve and implement this authorization, (ii) specify, if need be, its terms and conditions in accordance
with the applicable laws and this resolution, and, in particular (iii) execute all share trading orders, conclude agreements including
with the purpose of complying record-keeping requirements on buy and sell transactions, fle all required disclosures with the AMF
or any other such organizations, comply with all formal, legal and other requirements and, as a general matter, take all necessary
or appropriate measures in connection therewith.

This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at
their Meeting of April 22, 2008, under the ffteenth resolution. It is granted for a period of 18 months, starting from the date of
this Meeting.

EXTRAORDINARY RESOLUTIONS

Eleventh resolution

Delegation of authority to the Management Board in order to increase the share capital by means of capitalization
of reserves, earnings or premiums

The Shareholders, having fulflled the quorum and majority requirements pertaining to ordinary general meetings, and having
reviewed the Management Board Report, pursuant to the provisions of Articles L.225-129-2 and L.225-130 of the French
Commercial Code,

1) hereby authorize the Management Board to resolve one or several capital increases, in such amounts and at such time as it
shall choose, by means of capitalization of reserves, earnings or premiums, to be achieved by increasing the nominal value of
existing shares and/or allotting new shares free of charge. The foregoing is subject to (i) the implementation by the Management

512 2008 ANNUAL REPORT

APPENDICES

Board of any of the delegations of authority set forth in the twenty-third to twenty-fifth resolutions submitted to this general
Meeting, and (ii) the approval the twenty-sixth resolution below relative to the amendment of the Bylaws appearing in Appendix,
the owners of preferred shares will not have any rights in the capital increases carried out by virtue of this resolution, except if
these capital increases would be carried out by capitalization of reserves, earnings or premiums. In this latter case and within
the terms and conditions defined when the capital increase was decided, the owners of preferred shares will either benefit
from (i) an increase of their preferred shares’ nominal value in the same proportion as the ordinary shares’ or from (ii) a free
allotment of preferred shares of the same category of the preferred shares that have entitle to the free allotment.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion,
representing, for reference purpose only, approximately 20.9% of the Company’s share capital as at January 21, 2009. The
upper limit of this authorization is separate and distinct from the upper limits applying to the issues of ordinary shares, securities
granting a claim on the capital or preferred shares authorized by the subsequent resolutions submitted to this Meeting. The
nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or other rights giving
a claim to the Company’s share capital that can be issued by virtue of this resolution, as required by the law or applicable
contractual terms providing for other cases of adjustment, shall be added to this upper limit.

2) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine amount and type of the sums to be capitalized;

• determine the number of new ordinary or preferred shares to be issued and/or the amount of which the nominal value of
the existing shares comprising the Company’s share capital will be increased;

• set the date – even retroactive – as from which the new shares will earn dividend or as from which the increase of the existing
shares’ nominal value will be effective;

• resolve that, in the event the capital increase takes the form of an allotment of shares free of charge, and in accordance with
the provisions of Article L.225-130 of the French Commercial Code, the odd lot of the allotment rights shall not be negotiable
nor assignable, and that the corresponding shares shall be sold, with the proceeds of such sale being distributed among
the owners of the allotment rights within the timeframe set forth in the applicable regulations;

• take all necessary measures in order to safeguard the rights of owners of securities giving a claim to shares of the
Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases
of adjustment;

• charge the expenses related to the corresponding capital increase to one or several available reserve accounts, and if it
deems appropriate, to deduct the required sums in order to bring the legal reserve to one-tenth of new share capital resulting
from each increase;

• and, in general, to take all measures and comply with all formal, legal, and other requirements in furtherance of each capital
increase, and amend the Bylaws accordingly.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the fourteenth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Twelfth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing
ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, with
preferential subscription rights of shareholders

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, and having noted that the Company’s share
capital is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.228-92 and L.228-93 of the French Commercial
Code,

1)   hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, by issuing ordinary
shares of the Company and/or securities giving an immediate and/or deferred claim, by any means, on existing or future ordinary
shares of the Company, or a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), with
preferential subscription rights maintained.

The total nominal amount of the capital increases that may be carried out by virtue of this delegation shall not exceed €2 billion
representing, for reference purpose only, approximately 41.80% of the Company’s share capital as at January 21, 2009,
provided that the nominal amount of capital increases that may be carried out by virtue of this resolution and the thirteenth to
eighteenth resolutions will be deducted from this upper limit. The nominal value of additional shares to be issued in order to
safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that can be issued
by virtue of this resolution, as required by the law or applicable contractual terms providing for other cases of adjustment,
shall be added to this upper limit.

2)   Resolve that the securities giving a claim to the share capital of the Company or a Subsidiary issued by virtue of this resolution
may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments
enabling the issue of such debt instruments. These securities may or may not be subordinated or dated, and may be issued
in euros, in any other currency, or in any monetary unit established by reference to several currencies.

The nominal amount of the debt instruments accordingly issued shall not exceed €6 billion, or the equivalent amount in
another currency or any other monetary unit established by reference to several currencies, determined on the date on which
the decision to issue is made. This upper limit is common to all debt instruments issued by virtue of this resolution and the
thirteenth to seventeenth resolutions hereinafter; it is independent from the amount of securities giving the right to an allotment

513

of debt instruments that may be issued by virtue of the nineteenth resolution hereinafter, as well as from the amount of the
debt instruments issued upon decision or authorization of the Management Board in accordance with Article L.228-40 of the
French Commercial Code.

3)   Duly note that the Shareholders have preferential subscription rights to ordinary shares and securities to be issued by virtue
of this resolution, pro rata the number of shares they own. The Management Board shall set the conditions and restrictions
under which the Shareholders may exercise their preferential subscription rights on the basis of their exact rights, as provided
by law. Furthermore, the Management Board may grant Shareholders the right to subscribe an additional number of shares
to which they are entitled as of right, anyhow to be exercised pro rata their subscription rights and limited to the number of
shares requested.

If the issues of shares or securities above defined are undersubscribed by the Shareholders, the Management Board may
implement any or all of the options, in the order it considers appropriate, granted to it by Article L.225-134 of the French
Commercial Code, in particular, by offering all or a portion of the unsubscribed securities to the public.

4)   Duly note that this resolution entails the express waiver by the Shareholders of their preferential subscription rights on the ordinary
shares of the Company which may be granted with respect to the securities that would be issued by virtue of this delegation.

5)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine the category of the securities issued and determine, taking into account the indications set forth in its report,
(i) their subscription price, with or without payment of a premium, (ii) the methods of paying up the securities issued, (iii)
the date – even retroactive – as of which they shall earn dividends, (iv) the conditions under which the securities shall give
a claim to ordinary shares of the Company or a Subsidiary, if applicable, (v) the terms and conditions of the freely allotted
securities giving a claim to shares of the Company, (vi) the conditions of their repurchase on the Stock exchange and their
possible cancellation, as well as the option to suspend the exercise of the rights to be granted ordinary shares in respect
to the securities to be issued;

• determine all the characteristics, amounts and terms of every issue and of all securities issued. The Management Board shall
also determine, in the event the securities issued may consist in debt instruments or be combined with debt instruments,
whether or not they shall have a term date, and the amount of their remuneration;

• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares
of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other
cases of adjustment;

• charge on the share premium(s), if need be, all expenses related to the completion of the issue, as well as all sums required
in order to bring the legal reserve to one-tenth of the share capital; and, in general, take all necessary measures;

• conclude all agreements, especially in order to ensure the furtherance of all issues, to complete – or, if applicable, to postpone –
the aforementioned issues, in one or more offerings and in such amounts and at such time as it shall decide, in France
and/or, if applicable, abroad and/or on the international market;

• acknowledge the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly.
Furthermore, the Management Board shall comply with all formal, legal and other requirements, fle all required disclosures,
and request all authorizations that prove to be necessary to complete these issues.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the ffteenth resolution. It is granted for a period of 26 months, starting from the date of
this Meeting.

Thirteenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares
or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential
subscription rights of shareholders

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, and having noted that the share capital of
the Company is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.225-135, L.225-136, L.228-92 and L.228-93
of the French Commercial Code,

1)   hereby authorize the Management Board to resolve one or several capital increases by issuing ordinary shares of the
Company and/or securities giving an immediate and/or deferred claim, by any means, on existing or future ordinary shares
of the Company, or a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), without
preferential subscription rights. These issues may be carried out in one or more offerings, in France or abroad, in connection
with a public offer and/or an offer such as referred to in paragraph II of Article L.411-2 of the French Monetary and Financial
Code, subject to the legal and regulatory conditions and maximum limits.

The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of the share
capital as at the date of this general Meeting and must also be within the limit of €1 billion (nominal amount), provided that the total
nominal amount of capital increases that may be carried out by virtue of this resolution, the twelfth resolution and the fourteenth to
eighteenth resolutions shall not exceed €2 billion (nominal amount). The nominal value of additional shares to be issued in order
to safeguard the rights of owners of securities or other rights giving a claim on the Company’s share capital, as required by the
law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.

2)   Resolve that the securities giving a claim on the share capital of the Company, or a Subsidiary, issued by virtue of this resolution
may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments
enabling the issue of such debt instruments.

514 2008 ANNUAL REPORT

APPENDICES

The nominal amount of the debt instruments that may be issued by virtue of this delegation shall not exceed €6 billion, or the
equivalent amount in another currency or any other monetary unit established by reference to several currencies, determined
on the date on which the decision to issue is made. This amount shall be deducted from the upper limit set forth in paragraph
2) of the twelfth resolution. These debt instruments shall have the same forms and characteristics as those referred to in the
twelfth resolution, and, in general, shall be subject to all the relevant provisions referred to in the twelfth resolution.

3)   Duly note that this delegation entails the express waiver by the Shareholders of their preferential rights to subscribe to the
Company’s ordinary shares to which the securities issued by virtue of this delegation may give a claim to.

4)   Resolve that the Management Board may grant Shareholders a priority right to subscribe shares as of right and/or on the
basis of their exact rights, within the timeframe and under the conditions it will determine, for part or all of the issue carried
out by virtue of this resolution, and which shall be exercised pro rata the number of shares owned by each Shareholder, in
accordance with applicable laws and regulations.

5)   Resolve that in the event the above-defined issues of shares or securities are undersubscribed, the Management Board may
implement, in the order it considers appropriate, one and/or several of the following options:

• limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters
of the increase resolved;

• freely allocate some or all of the unsubscribed securities;

• offering all or a portion of the unsubscribed securities to the public.

6)   Resolve that the issue price of ordinary shares or securities to be issued by virtue of this resolution shall be at least equal to
the minimum set forth by the laws and regulations in force.

7)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine the nature and the condition for the placement of the ordinary shares and/or the securities with a claim on the
capital that may be issued by virtue of this resolution;

• determine the characteristics, amount and terms of any issue and of the securities issued, in particular, the category of the
securities issued and determine, taking into account the indications set forth in its report (i) their subscription price, with
or without payment of a premium, (ii) the methods of paying up the securities issued, (iii) the date – even retroactive – as of
which they shall earn dividends, (iv) the conditions under which the securities issued by virtue of this resolution shall give a
claim to ordinary shares of the Company or a Subsidiary, if applicable, (v) the conditions of their repurchase on the Stock
exchange and their possible cancellation, as well as the option to suspend the exercise of the rights to acquire ordinary
shares on the basis of the securities to be issued;

• determine the characteristics, amount and terms of any issue and the securities issued, and in the event the securities issued
would consist in or would be combined with debt instruments, determine their term date, if any, and their remuneration;

• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to the
shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for
other cases of adjustment;

• charge on the share premium(s), if need be, all expenses related to the completion of the issue and the capital increase,
as well as all sums required in order to bring the legal reserve to one-tenth of the share capital; and, in general, take all
necessary measures;

• conclude all agreements, especially in order to ensure the furtherance of all issues, to complete – or, if applicable, to postpone –
the aforementioned issues, in one or more offerings and in such amounts and at such time as it shall decide, in France
and/or abroad and/or on the international market;

• acknowledge the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly.
Furthermore, the Management Board shall comply with all formal, legal and other requirements, fle all required disclosures,
and request all authorizations that prove to be necessary to complete these issues.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the sixteenth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Fourteenth resolution

Authorization granted to the Management Board, in the event of an issue of shares or securities without preferential
subscription rights, to set the issue price under the conditions defined by the Shareholders and up to a maximum
of 10% of the share capital

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Article L.225-
136 of the French Commercial Code,

hereby authorize the Management Board, in the event of an issue of ordinary shares and/or securities giving an immediate and/or
deferred claim, by any means, immediately or in the future, to the capital of the Company or of a company in which it directly or
indirectly owns more than half of the capital (a “Subsidiary”), without preferential subscription rights, under the terms set forth in
the thirteenth resolution, in particular with respect to the maximum nominal amount, to depart from the price-setting terms set
forth in the aforementioned thirteenth resolution and determine the issue price as follows:

The issue price may not be less than, at the discretion of the Management Board, (a) the volume-weighted average quoted price
of the share on euronext Paris over the trading day preceding the setting of the issue price or (b) the volume-weighted average
quoted price of the share on euronext Paris set over the trading day at the time the issue price is set, in each case minus a
maximum discount of 5%.

515

The maximum nominal amount of capital increases that may be carried out by virtue of this resolution may not exceed 10% of
the share capital for each 12-month period as well as the global upper limit referred to in the thirteenth resolution, which includes
this amount.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the seventeenth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Fifteenth resolution

Authorization granted to the Management Board to increase the amount of the initial issue of shares or securities,
with or without preferential subscription rights, decided respectively by virtue of the twelfth to fourteenth and
sixteenth to eighteenth resolutions

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Article L.225-
135-1 of the French Commercial Code,

hereby authorize the Management Board to resolve, with the option to sub-delegate authority under the provision of the law, for
each issue carried out by virtue of the twelfth to fourteenth and sixteenth to eigthteenth resolutions, to increase the number of
ordinary shares and/or securities issued, in compliance with the laws and regulations, if it notices an extra demand for subscriptions
conforming to market practice, and within the upper limits provided for in the twelfth and thirteenth resolutions respectively.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the eighteenth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Sixteenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares
or securities giving a claim to the Company’s ordinary shares, in the event of a public exchange offer initiated by
the Company

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225-
129 to L.225-129-6, L.225-148 and L.228-92 of the French Commercial Code,

1)   hereby authorize the Management Board to issue ordinary shares and/or securities giving an immediate and/or deferred claim,
by any means, to ordinary shares of the Company existing or to be issued, in return for securities tendered during a securities
public exchange offer initiated by the Company, in France or abroad, in compliance with local regulations, for securities of
another company listed on one of the regulated market referred to in the Article L.225-148 of the French Commercial Code,
and decide, if need be, the waiver of the Shareholders’ preferential subscription rights to the ordinary shares and/or securities
to be issued, in favor of the owners of the securities tendered in the public exchange offer.

The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of
the share capital as at the date of this general Meeting and within the limit of €1 billion, provided that (i) this upper limit is to
be deducted from the upper limit referred to in the thirteenth resolution, and (ii) the total nominal amount of capital increases
carried out by virtue of this resolution, the twelfth to the fifthteenth resolutions and the seventeenth to the eighteenth resolutions
shall not exceed €2 billion. The nominal value of additional shares issued to safeguard the rights of owners of securities or
other rights giving a claim to the Company’s share capital that may be issued by virtue of this resolution, as required by the
law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.

2)   Duly note that this delegation entails the express waiver by the Shareholders of their preferential rights to subscribe to the
ordinary shares to which the securities issued by virtue of this delegation may give a claim to.

3)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provision
of the law, to give effect to this resolution, in particular:

• to set the exchange ratios and, if required, determine the amount of the cash bonus to be paid;

• to record the number of securities tendered in the exchange offer;

• to determine the dates and terms of issue, especially the issue price and the date – even retroactive – as of which the new
shares and/or, if applicable, the securities giving an immediate and/or deferred claim to shares of the Company, shall earn
dividends;

• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares
of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other
cases of adjustment;

• to charge on a “contribution premium” account, which will include the Shareholders’ rights, as a balance sheet liability, the
differential between the issue price of new shares and their nominal value;

• to charge on such “contribution premium” account, if need be, all expenses incurred and rights granted as a result of the
public exchange offer;

• charge on the contribution premium the sums required in order to bring the legal reserve to one-tenth of the share capital;

• in general, to take all measures and conclude all agreements in furtherance of the authorized public exchange offer, duly
note the capital increase(s), and amend the Bylaws accordingly.

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APPENDICES

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the nineteenth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Seventeenth resolution

Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares
or securities giving a claim to ordinary shares in return for contributions in kind up to a maximum of 10% of the
share capital, outside the event of a public exchange offer initiated by the Company

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225-
129 to L.225-129-6 and L.225-147 of the French Commercial Code,

1)   hereby authorize the Management Board to issue ordinary shares and/or securities giving an immediate and/or deferred
claim, by any means, to ordinary shares of the Company existing or to be issued, in return for the contributions in kind made
to the Company in the form of shares or securities giving a claim to the capital, where the provisions of Article L.225-148 of
the French Commercial Code do not apply.

The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed, beside
the legal limit of 10% of the share capital, 20% of the share capital as at the date of this general Meeting within the limit of
€1 billion, provided that (i) this upper limit is to be deducted from the upper limit referred to in the thirteenth resolution, and
(ii) the total nominal amount of capital increases carried out by virtue of this resolution, the twelfth to the sixteenth resolutions
and the eighteenth resolution shall not exceed €2 billion. The nominal value of additional shares issued to safeguard the
rights of owners of securities or other rights giving a claim to the Company’s share capital that may be issued by virtue of this
resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added
to these upper limits.

2)   Resolve to waive the preferential subscription rights of Shareholders with respect to the ordinary shares and securities issued
by virtue of this resolution, in favor of the owners of the shares or securities tendered as contributions in kind, and duly note
that this delegation entails the express waiver by the Shareholders of their preferential right to subscribe to the Company’s
ordinary shares which may be granted with respect to the securities to be issued by virtue of this delegation.

3)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provision
of the law, to give effect to this resolution, and in particular:

• to approve the assessment of the contributions on the basis on the report of the Auditors in charge of assessing contributions
in kind referred to in paragraphs 1 and 2 of the Article L.225-147 of the French Commercial Code;

• deduct from the contribution premium, as applicable, all expenses incurred as a result of capital increase, charge on the
contribution premium, if it considers appropriate, the sums required in order to bring the legal reserve to one-tenth of new
share capital resulting from each increase;

• acknowledge the completion of the capital increases resulting from this delegation;

• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares
of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other
cases of adjustment;

• amend the Bylaws accordingly, make all required disclosures or formalities, and request all authorizations that would be
necessary in order to complete these contributions.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the twentieth resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Eighteenth resolution

Delegation of authority to the Management Board in order to issue ordinary shares as a result of an issue, by
subsidiaries of the Company, of securities giving a claim to the Company’s ordinary shares

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225-
129 to L.225-129-6 and L.228-93 of the French Commercial Code,

1) hereby authorize the Management Board, pursuant to the thirteenth resolution hereinbefore, to resolve the issue of ordinary
shares of the Company to which the securities issued by one or more companies in which the Company directly or indirectly
owns more than half of the capital (a “Subsidiary”) may give a claim to.

These securities shall only be issued by Subsidiaries with the prior approval of the Management Board of the Company and
may, pursuant to Article L.228-93 of the French Commercial Code, offer an immediate and/or future claim to ordinary shares of
the Company. They may be issued in one or several issues, in France, on foreign markets and/or on the international market.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of
the share capital as at the date of this general Meeting within the limit of €1 billion, provided that (i) this upper limit is to be
deducted from the upper limit referred to in the thirteenth resolution, and (ii) the total nominal amount of capital increases
carried out by virtue of this resolution, the twelfth to the seventeenth resolutions shall not exceed €2 billion. The nominal value
of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share
capital that may be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for
other cases of adjustment, shall be added to these upper limits.

517

In any case, the amount paid at the time of issue or due to be paid to the Company for each ordinary share issued as a result
of these securities’ issues, shall be, in accordance with the provisions of the thirteenth and fourteenth resolutions, at least
equal to the minimum amount set forth in the legislation, subject to the possible adjustments needed in case of a different
date for dividends earning.

2)   Duly note that the Shareholders of the Company do not have preferential subscription rights to (i) the aforementioned securities
issued by the Subsidiaries, nor to (ii) ordinary shares of the Company to which these securities may give a claim to.

3)   Resolve that the Management Board shall have full powers, with the option to sub-delegate authority under the provision of
the law, to implement this resolution, with the agreement of any boards of directors, management boards, or other competent
governing or managing bodies of the Subsidiaries that issued the securities referred to in this resolution, and in particular to:

• define the amounts and terms of the issues;

• determine the terms of the issue and the category of the securities to be issued;

• set the date – even retroactive – as of which the securities to be created shall earn dividends;

• take all necessary measures to safeguard the rights of owners of securities giving a claim to shares of the Company, in
compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment;

• take all measures and conclude all agreements in furtherance of each issue, in compliance with applicable French or foreign
laws and regulations;

• amend the Bylaws such as necessary in order to allow the use of this delegation, in accordance with its report submitted
to this Meeting.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the twenty-first resolution. It is granted for a period of 26 months, starting from the date
of this Meeting.

Nineteenth resolution

Delegation of authority to the Management Board in order to issue securities that entitle to an allotment of debt
instruments, without increase of the Company’s share capital

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225-
129 to L.225-129-6, L.228-91 and L.228-92 of the French Commercial Code,

1)   hereby authorize the Management Board to resolve the issue, in one or several times, in France, or abroad and/or on the
international market, in euros or in any monetary unit established by reference to several currencies, bonds with bond warrants
attached, and, more generally, securities entitling to the allotment, immediately or in the future, of debt instruments such as
bonds and related securities, subordinated securities that have or have not a term date, or all other securities granting, in a
same issue, the same claims on the Company.

The nominal amount for which all the aforementioned securities may be issued may not exceed €2 billion, or the equivalent
amount in another currency or any monetary unit established by reference to several currencies, provided that (i) this maximum
nominal amount is independent from the amount of any debt instruments that would be issued by virtue of the twelfth to
seventeenth resolutions and, (ii) any redemption premiums above the nominal value shall be added to this amount.

2)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provision
of the law, to give effect to this resolution, and in particular to:

• carry out the said issues up to the aforementioned maximum nominal amount, and determine the date, type, amounts and
currency for said issues;

• determine the characteristics of the securities to be issued as well as of the debt instruments to which the said securities
would give claim to, in particular, the nominal value, the date – even retroactive – as of which they shall earn dividends, the
issue price with, if applicable, an issue premium, the interest rates fxed and/or variable, and the redemption date, or, for
variable rate securities, the methods for determining the interest rates and the conditions of capitalization of the interests;

• determine, having regard to market conditions, the terms of amortization and/or early redemption of the securities to be
issued as well as of the debt instruments to which such securities would give a claim to, with, as the case may be, a fxed
or variable premium, or even the repurchase by the Company;

• decide to confer a guarantee or warranties to the securities to be issued as well as to debt instruments to which such
securities would give a claim to, as required, and determine their type and characteristics;

• in general, determine all terms and conditions for each issue, conclude all agreements with banks and organizations, take
all necessary measures, and comply with all formal, legal, and other requirements in furtherance of the issues.

This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders
at their Meeting of May 14, 2007, under the twenty-second resolution. It is granted for a period of 26 months, starting from the
date of this Meeting.

Twentieth resolution

Authorization granted to the Management Board in order to increase the share capital by issuing ordinary shares
or securities giving a claim to the Company’s ordinary shares, reserved for employees enrolled in the employer-
sponsored Company savings plan

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary meetings, having reviewed
the Management Board Report and the Statutory Auditors’ Special Report, drawn up in compliance with the law, and in particular

518 2008 ANNUAL REPORT

APPENDICES

with the provisions of Articles L.225-129 et seq, L.225-138 I and II and L.225-138-1 of the French Commercial Code, as well as
of Articles L.3332-1 et seq. of the French Labor Code,

1)   hereby authorize the Management Board to increase the share capital, in one or several times, within the timeframe, conditions
and proportion it will determine at its own discretion, through the issue of ordinary shares or securities giving a claim to the
Company’s ordinary shares reserved to corporate officers, employees, former employees and general insurance agents of
the Company or its affliated entities within the meaning of Article L.225-180 of the French Commercial Code and Articles
L.3344-1 and L.3344-2 of the French Labor Code, who are enrolled in AXA’s employer-sponsored Company savings plan(s).
The issue of shares might be paid in cash or through the capitalization of reserves, earnings or premiums and free allotment
of shares or securities giving a claim to the capital.

The total nominal amount of capital increases that may be carried out by virtue of this resolution shall not exceed €150 million,
provided that this limit is common to the capital increases that may be carried out pursuant to the twenty-first resolution, but
is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares, preferred
shares or securities giving a claim on the share capital authorized by the other resolutions submitted to this general Meeting.
If applicable, the nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or
other rights giving a claim to the Company’s share capital that can be issued by virtue of this resolution, as required by the
law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.

2)   Resolve to waive the preferential subscription rights of Shareholders in favor of members of an employee-sponsored Company
savings plan, with respect to ordinary shares and securities to be issued, possibly for free allotment, by virtue of this resolution.
Furthermore, this resolution entails a waiver by Shareholders of their preferential subscription rights on ordinary shares to
which the securities issued by virtue of this authorization may give a claim to.

3)   Resolve that the issue price of the ordinary shares or securities to be issued by virtue of this resolution will be set in
accordance with Articles L.3332-18 et seq. of the French Labor Code, provided that, pursuant to the above-mentioned
Articles, the maximum discount set shall not exceed 20% off an average quoted price of share on euronext Paris over the
twenty trading days preceding the day on which the Management Board formally resolve the opening date of the subscription
period. Notwithstanding the above, the Shareholders expressly authorize the Management Board to reduce or suppress the
aforementioned discount, as it deems appropriate, in particular in order to consider the new international accounting standards,
or, inter alia, locally applicable legal, accounting, tax or social provisions. The Management Board may also substitute all or
portion of the discount by the allotment of ordinary shares or securities giving a claim to the Company’s capital, in application
of the provisions hereinafter.

4)   Authorize the Management Board to grant for free ordinary shares or securities giving an immediate or deferred claim to the
Company’s share capital, provided that the total benefit resulting from this grant (“abondement”) and/or the discount may not
exceed the applicable legal or regulatory limits.

5)   Resolve that the characteristics of any other securities giving a claim to the share capital of the Company shall be determined
by the Management Board in accordance with the conditions set forth by the applicable laws and regulations.

6)   hereby grant full authority, subject to the limits and conditions stipulated hereinbefore, to the Management Board to determine
the terms and conditions of such transactions, in particular to:

• resolve that the issues may be subscribed directly by eligible benefciaries or through mutual funds;

• reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for
the employer-sponsored Company savings plan;

• determine the terms and conditions of the issues to be carried out by virtue of this authorization, in particular as regard
to dividend earning, full payment, subscription price of ordinary shares or other securities giving a claim to the capital, in
accordance with the applicable laws and regulations;

• determine the opening and closing dates of the subscription period;

• set the deadline for full payment of the subscribed ordinary shares or other securities giving a claim to the capital;

• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares
of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other
cases of adjustment;

• record the completion of the capital increase to be carried out, within the limit of the number of shares or other securities
giving a claim to the capital to be subscribed;

• at its sole discretion and as it deems appropriate, charge the expenses related to the capital increases to the amount of the
resulting premiums, and deduct from this amount the sums required to bring the legal reserve to one-tenth of new share
capital after each increase;

• take all necessary measures for the furtherance of the capital increases, undertake all subsequent formalities, in particular
those pertaining to the listing of the securities thereby created, and, in general, take all necessary measures.

The Management Board may delegate, to any person authorized by law, full authority to carry out the share capital increase, as well
as the authority to postpone it, to the extent and in accordance with the terms and conditions that it may define beforehand.

This authorization replaces and renders null and void the unused portion of that granted by the Shareholders at their Meeting of
April 22, 2008 under the eighteenth resolution. It is granted for a period of 18 months starting from this Meeting.

519

Twenty-first resolution

Authorization granted to the Management Board to increase the share capital of the Company by issuing ordinary
shares, without preferential subscription rights, in favor of a category of benefciaries

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225-
129 et seq. and L.225-138 of the French Commercial Code,

1)   Authorize the Management Board to increase the share capital of the Company, in one or more times, by issuing ordinary
shares, within the limit of a nominal amount of €150 million, provided that this limit is common to the capital increases that
may be carried out pursuant to the twentieth resolution hereinbefore, but is separate and distinct from the upper limits of
the capital increases resulting from the issues of ordinary shares, preferred shares and securities giving a claim on the share
capital authorized by the other resolutions submitted to this general Meeting. These issues are being reserved to the category
of benefciaries defined hereafter.

2)   Decide to waive the preferential subscription rights of Shareholders on the shares issued by virtue of this authorization and to
reserve the subscription rights to the category of benefciaries meeting the following characteristics: any bank or any entity held
by such bank, which, at the request of the Company, participates in the implementation of a structured offer for employees,
corporate officers and general insurance agents of companies or economic interest groups affliated to the Company within
the meaning of Articles L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor
Code, incorporated outside France. This structured offer shall be similar, in terms of economic profle, to the offer at other
employees and corporate officers of the Company or its affliated companies or economic interest groups within the meaning
of Article L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code carried
out, notably, by virtue of a capital increase made pursuant to the twentieth resolution submitted to this Meeting.

3)   Decide that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower
than an average quoted price of the share of the Company on euronext Paris over the twenty trading days preceding the day
on which the Management Board sets the opening date of the subscription to a capital increase carried out by virtue of the
twentieth resolution, nor higher than this average, and, (ii) shall not be more than 20% lower than an average quoted price
of the share of the Company on euronext Paris over the twenty trading days preceding the day on which the Management
Board sets the opening date of the subscription to a capital increase reserved to a benefciary comprised in the category
defined hereinbefore, provided that the structured offer referred to in paragraph 2) of this resolution would not be established
concurrently to a capital increase carried out by virtue of the twentieth resolution, nor higher than this average. The Management
Board shall be entitled to decide the reduction or cancellation of any discount so granted, if it deems appropriate, in order to
take into account, inter alia, legal, social, tax or accountancy regulatory rules applicable locally.

4)   Resolve that the Management Board will have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, and in particular to:

• set the date and the issue price of the new shares to be issued, as well as the other terms and conditions of the issues,
including, the date – even retroactive – on which the shares to be issued will earn dividends, and the terms of payment of
the issue price;

• set the list of benefciaries of the suppression of the preferential subscription rights within the category above defined, and
the number of shares to be subscribed by each of them;

• record the amount of the capital increase and amend the Bylaws accordingly;

• charge, if need be, all expenses against the amount of the issue premiums;

• take any measures necessary to the furtherance of the issues;

• undertake all formalities resulting from capital increases and in general, to take all necessary measures.

This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their
Meeting of April 22, 2008 under the nineteenth resolution. It is granted for a period of 18 months starting from this Meeting.

Twenty-second resolution

Authorization granted to the Management Board to reduce the share capital through the cancellation of ordinary
shares

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to Article L.225-209 of the French
Commercial Code,

1)   hereby authorize the Management Board to cancel, in one or several times, some or all of the ordinary shares acquired by the
Company and/or that the Company may acquire subsequently in connection with any authorization granted by the general
Meeting of Shareholders pursuant to the provisions of Article L.225-209 of the French Commercial Code, within the limit of 10%
of the Company’s share capital for any given 24-month period, and to reduce the Company’s share capital accordingly.

2)   Resolve that the Management Board will have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, and in particular to:

• decide the final amount of the capital reduction;

• charge the differential between the book value of the ordinary shares cancelled and their nominal amount on any available
reserves accounts and premiums;

• determine the terms and acknowledge the completion of the capital reduction and to amend the Bylaws accordingly;

• and undertake all steps, formalities and disclosures to relevant organizations, and in general, to take all necessary
measures.

520 2008 ANNUAL REPORT

APPENDICES

This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at
their Meeting of April 22, 2008 under the twentieth resolution. It is granted for a period of 18 months as from the date of this
Meeting.

Twenty-third resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing
preferred shares, with suppression of the ordinary shareholders’ preferential subscription rights in favor of AXA
Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle

Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulflled
the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management
Board Report, the Statutory Auditors’ Special Report as well as the Independent Auditor’s Report (Rapport du Commissaire aux
apports) and having noted that the Company’s share capital is fully paid up, pursuant to the provisions of the French Commercial
Code and in particular its Articles L.225-129-2, L.225-138 and L.228-11 et seq.,

1)   hereby authorize the Management Board to resolve one or several capital increases to be reserved for AXA Assurances
IARD Mutuelle and AXA Assurances vie Mutuelle, by issuing preferred shares with the same nominal value as the Company’s
ordinary shares.

2)   Resolve that the preferred shares to be issued pursuant to this resolution and to be named category B shares, will be deprived
of voting rights at the Shareholders’ general meetings and will have the characteristics set out in amended Bylaws attached
as an exhibit hereto. The proposal to amend the Bylaws is deemed to be part of this resolution.

3)   Resolve that the aggregate amount of share capital increases which may be raised through issues of preferred shares pursuant
to this delegation and the delegations provided for in resolutions 24 and 25, shall not exceed, in addition to the limits provided by
law, €2 billion in total gross issue proceeds, subject to such amount not exceeding €1 billion in total nominal amount, without
taking into account the nominal value of ordinary shares to be issued in order to safeguard the rights of owners of securities
or other rights giving access to the Company’s capital, in compliance with applicable law and, if applicable, contractual terms
providing for other cases of adjustment. These limits are separate and distinct from those provided for in resolutions 11 to 21
of this general Meeting.

The aggregate amount of capital increases by means of issues of preferred shares that may be carried out pursuant to this
resolution, shall not exceed total gross issue proceeds of €2 billion, subject to such amount not exceeding €1 billion in total
nominal amount.

4)   Resolve to waive the preferential subscription rights of ordinary shareholders to the preferred shares to be issued pursuant
to this delegation of authority and to reserve the entire subscription rights of such preferred shares for AXA Assurances IARD
Mutuelle and for AXA Assurances vie Mutuelle, each of which is allowed to subscribe preferred shares up to the limit provided
for in paragraph 3 of this resolution, pursuant to Article L.225-138 of the French Commercial Code.

5)   Resolve that the issue price of the preferred shares to be issued in accordance with this resolution will be equal to the volume-
weighted average quoted price of the AXA ordinary share on euronext Paris over the twenty trading days preceding the date
on which the decision to issue is made. each new issue of shares of category B non-fungible with the prior issue(s) of preferred
shares will result in the creation of a new category of preferred shares.

6)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum
nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of
such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and
amend the Bylaws accordingly;

• determine the amount of the preferred dividend, pursuant to the amended Bylaws attached as an exhibit hereto, and amend
the Bylaws accordingly;

• determine the terms and conditions for the subscription and payment of the preferred shares;

• determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de
jouissance);

• take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s
capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other
adjustments;

• charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increases to the share
premium account, and, if appropriate, to transfer sums as required to the legal reserve, and in general take all necessary
measures;

• proceed, as applicable, to list the preferred shares to be issued on a regulated market;

• take all necessary measures to complete or, if applicable, to postpone any issue;

• acknowledge the completion of any capital increase and amend the Bylaws accordingly;

• carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude
all agreements in furtherance of each issue.

Any issue of preferred shares implemented pursuant to this resolution shall be carried out within a period of 18 months, starting
from the date of this Meeting.

The companies AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle may not vote on this resolution.

521

The shares held by AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle are not accounted for in the quorum and
majority required for the approval of this resolution.

Twenty-fourth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing
preferred shares, with preferential subscription rights of ordinary shareholders

Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulflled
the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management
Board Report as well as the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid
up, in accordance with the provisions of Articles L.225-129-2, L.225-132 et seq. and L.228-11 et seq. of the French Commercial
Code,

1)   hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, by issuing preferred
shares with preferential subscription rights of ordinary shareholders. These preferred shares shall have the same nominal
value as the Company’s ordinary shares.

2)   Resolve that the preferred shares to be issued pursuant to this resolution and to be named category B shares, will be deprived
of voting rights at the shareholders’ general meetings and will have the characteristics set out in the amended Bylaws exhibit
attached as an exhibit hereto. The proposal of amended Bylaws is deemed to be part of this resolution.

3)   Resolve that the aggregate amount of the share capital increases which may be raised through issues of preferred shares
pursuant to this delegation and the delegations provided for in resolution 23 and 25, shall not exceed, in addition to the limits
provided by law, €2 billion in total gross issue proceeds, subject to such amount not exceeding €1 billion in total nominal
amount, without taking into account the nominal value of ordinary shares to be issued in order to safeguard the rights of
owners of securities or other rights giving access to the Company’s capital, in compliance with applicable law and, if applicable,
contractual terms providing for other cases of adjustment. These limits are separate and distinct from those provided for in
resolutions 11 to 21 of this general Meeting.

The aggregate amount of capital increases by means of issues of preferred shares that may be carried out pursuant to this
resolution, shall not exceed total gross issue proceeds of €2 billion, subject to such amount not exceeding €1 billion in total
nominal amount.

4)   Duly note that the ordinary shareholders will have preferential subscription rights to preferred shares to be issued by virtue of
this resolution pro rata the number of shares they own. The Management Board will set the conditions and restrictions under
which the ordinary shareholders may exercise their subscription rights on the basis of their exact rights, as provided by law.
Furthermore, the Management Board may grant ordinary shareholders the right to subscribe an additional number of shares
as of a right, anyhow to be exercised pro rata their subscription rights and limited to the number of shares requested.

5)   Resolve that in the event of a preferred shares issue being undersubscribed, the Management Board may implement any or
all of the options, in the order it considers appropriate, granted to it by Article L.225-134 of the French Commercial Code, in
particular, by offering all or a portion of the unsubscribed preferred shares to the public.

6)   Resolve that the issue price of the preferred shares to be issued pursuant to this resolution will be equal to the volume-weighted
average quoted price of the AXA ordinary share on euronext Paris over the twenty trading days preceding the date on which
the decision to issue is made. each new issue of shares of category B non-fungible with the prior issue(s) of preferred shares
will result in the creation of a new category of preferred shares.

7)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum
nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of
such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and
amend the Bylaws accordingly;

• determine the amount of the preferred dividend pursuant to the proposal of amended Bylaws, attached as an exhibit hereto,
and amend the Bylaws accordingly;

• determine the terms and conditions for the subscription and the payment of the preferred shares;

• determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de
jouissance);

• take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s
capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other
adjustments;

• charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increases, and, if appropriate,
to transfer the sums as required to the legal reserve, and in general take all necessary measures;

• proceed, as applicable, to list on a regulated market the preferred shares to be issued;

• take all necessary measures in order to complete – or, if applicable, to postpone – the issues;

• acknowledge the completion of any capital increase and amend the Bylaws accordingly;

• carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude
all agreements in furtherance of each issue.

This authorization is granted for a period of 26 months, starting from the date of this Meeting.

522 2008 ANNUAL REPORT

APPENDICES

Twenty-fifth resolution

Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing
preferred shares, without preferential subscription rights of ordinary shareholders

Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulflled
the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board
Report as well as the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid up, in
accordance with the provisions of Articles L.225-129-2, L.225-135, L.225-136 and L.228-11 et seq. of the French Commercial
Code,

1)   hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, pursuant to a public
offer and/or an offer as it is referred to in paragraph II of Article L.411-2 of the French Monetary and Financial Code made
under the conditions and within the limitations set forth in the laws and regulations in force, by issuing preferred shares without
preferential subscription rights of the ordinary shareholders. These preferred shares shall have the same nominal value as the
Company’s ordinary shares.

2)   Resolve that the preferred shares to be issued pursuant to this resolution and to be named category B shares, will be deprived
of voting rights at the shareholders’ general meetings and will have the characteristics set out in the proposal of amended
Bylaws attached as an exhibit hereto. The proposal of amended Bylaws is deemed to be part of this resolution.

3)   Resolve that the aggregate amount of the share capital increases which may be raised through issues of preferred shares
pursuant to this delegation and the delegations provided for in resolution 23 and 24, shall not exceed, in addition to the limits
provided by law, €2 billion in total gross issue proceeds, subject to such amount not exceeding €1 billion in total nominal
amount, without taking into account the nominal value of ordinary shares to be issued in order to safeguard the rights of
owners of securities or other rights giving access to the Company’s capital, in compliance with applicable law and, if applicable,
contractual terms providing for other cases of adjustment. These limits are separate and distinct from those provided for in
resolutions 11 to 21 of this general Meeting.

The aggregate amount of capital increases by means of issues of preferred shares that may be carried out pursuant to this
resolution, shall not exceed total gross issue proceeds of €2 billion, subject to such amount not exceeding €1 billion in total
nominal amount.

4)   Resolve that the Management Board may grant ordinary shareholders a priority right to subscribe shares as of right and/or on
the basis of their exact rights, within the timeframe and under the conditions it will determine, for part or all of issues carried
out by virtue of this resolution, and which shall be exercised pro rata the number of shares owned by each shareholder, in
accordance with applicable laws and regulations.

5)   Resolve that the issue price of the preferred shares to be issued pursuant to this resolution (i) will be equal to the volume-
weighted average quoted price of the AXA ordinary share on euronext Paris over the twenty trading day preceding the date
on which the decision to issue is made and/or (ii) shall be at least equal to be minimum price authorized by applicable laws
and regulations. each new issue of shares of category B non-fungible with the prior issue(s) of preferred shares will result in
the creation of a new category of preferred shares.

6)   Resolve that in the event of a preferred shares issue being undersubscribed, the Management Board may implement, in the
order it considers appropriate, one and/or several of the following options:

• limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters
of the increase resolved;

• freely allocate some or all of the unsubscribed preferred shares between the persons it will choose, including by offering all
or a portion of the unsubscribed preferred shares to the public.

 

7)   Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions
of the law, to implement this resolution, in particular to:

• determine the nature and the condition for the placement of the preferred shares that may be issued pursuant to this
resolution;

• determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum
nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of
such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and
amend the Bylaws accordingly;

• determine the amount of the preferred dividend pursuant to the proposal of amended Bylaws, attached as an exhibit hereto,
and amend the Bylaws accordingly;

• determine the terms and conditions for the subscription and the payment of the preferred shares;

• determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de
jouissance);

• take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s
capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other
adjustments;

• charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increase to the share premium
account, and, if appropriate, to transfer the sums as required to the legal reserve, and in general take all necessary
measures;

• proceed, as applicable, to list on a regulated market the preferred shares to be issued;

• take all necessary measures in order to complete – or, if applicable, to postpone – any issue;

• acknowledge the completion of any capital increase and amend the Bylaws accordingly;

• carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude
all agreements in furtherance of each issue.

523

This authorization is granted for a period of 26 months, starting from the date of this Meeting.

Twenty-sixth resolution

Amendments of the Bylaws to include preferred shares

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary general meetings, and having
reviewed the Management Board Report, as well as the Statutory Auditors’ Special Report and the amended Bylaws attached as
an exhibit hereto and describing the characteristics of the preferred shares and subject to the implementation by the Management
Board of any one of resolutions 23, 24 or 25 relating to preferred share issues (such condition precedent will be deemed fulflled
just before the issue of the relevant preferred shares),

1)   Resolve to approve the amended Bylaws, in their entirety, such as they appear in the exhibit attached hereto. The proposal
of amended Bylaws, which describe the characteristics of the preferred shares, is deemed to be part of this resolution.

2)   Resolve,

• to create a new category of shares of the Company, consisting of preferred shares named shares of category B, and in the
event of successive issues of non-fungible preferred shares to create new categories of such preferred shares (called B1
for the first issue, B2 for the second issue and so on for the following issues); and

• that the Company’s share capital will therefore initially be divided into two categories of shares (i) shares of category A
consisting of all existing ordinary shares of the Company, and (ii) shares of category B which may be issued.

3)   grant full authority to the Management Board, including the option to sub-delegate authority pursuant to applicable law, to
amend the Bylaws in accordance with this resolution and, in general, undertake all formalities and carry out all flings required
in furtherance of the above-mentioned amendments of the Bylaws.

Twenty-seventh resolution

Authorization to comply with all formal requirements in connection with this Meeting

The Shareholders, having fulflled the quorum and majority requirements pertaining to extraordinary meetings, hereby grant full
authority to the bearer of an original, an extract or a copy of these minutes to comply with all formal publications, flings and other
requirements and, in general, to take all necessary measures.

524 2008 ANNUAL REPORT

APPENDICES

APPENDIX TO THE RESOLUTIONS: PROPOSAL FOR AMENDED BYLAWS

In the proposal for amended Bylaws below, changes to the Bylaws currently in force are displayed (i) in bold for insertions and
(ii) with strike through for deletions.

BYLAWS

TITLE I > STRUCTURE – CORPORATE NAME – PURPOSE – OFFICE – TERM

Article 1 – Corporate structure

The Company is a limited liability company, known as Société Anonyme under French law, with a Management Board and a
Supervisory Board.

It is governed by existing and future statutory and regulatory provisions as applicable and by these Bylaws.

Article 2 – Corporate name

The name of the Company is: AXA

Any instruments or documents intended to third parties shall contain the name of the Company, immediately preceded or followed
by the words “Société Anonyme” or by the initials “S.A. – with Management and Supervisory Boards” as well as the amount of
the share capital, including the place of incorporation and the registration number of the Company as recorded at the Trade and
Company Register.

Article 3 – Corporate purpose

The purpose of the Company is:

•  To have equity interests whatever their forms in any French or foreign companies or businesses, regardless of their legal
corporate structure, to manage and, as the case may be, to dispose of said equity interests, as well as to take part in any and
all transactions which directly or indirectly relate to the said purpose, or in furtherance thereof,

•  And in particular, within this framework, to acquire and manage equity interests whatever their forms, directly or indirectly, in
any French or foreign insurance companies or businesses,

•  To acquire, manage and sell all listed or unlisted shares and securities, including all real and movable property, as well as all
rights, listed or unlisted stock, and movable property related to said assets securities,

•  And, in general, to perform all industrial, commercial, financial, real estate or movable property transactions, directly or indirectly
related to the purpose defined above or in furtherance thereof.

Article 4 – Registered office

The Company’s registered office is located at 25, avenue Matignon, 75008 Paris, France.

It may be moved to any other location within the same district or in its surrounding area, upon decision of the Supervisory Board
and subject to ratifcation by the following Shareholders’ ordinary general meeting, or to any other location as resolved by the
Shareholders convened at an extraordinary meeting.

Article 5 – Term of the Company

The term of the Company shall end on December 31, 2059 unless the Company is dissolved earlier or its term extended.

TITLE II > SHARE CAPITAL – SHARES

Article 6 – Share capital

The Company’s share capital represents €4,784,172,207.01 divided into 2,089,158,169 shares which are fully paid up and have
the same nominal value.

Shares issued or to be issued as capital stock, provided that they are of the same class and have the same paid-up par value,

525

are fully interchangeable insofar as they bear the same ownership rights. In the event of profit distribution such as total or partial
redemption of their capital value, holders of such shares shall be entitled to the same net amount and any taxes due or payable
duties shall be evenly distributed among them

Successive changes in the share capital, contributions in cash or in kind received by the Company and the terms for issuance
of shares in exchange thereof are set out in the attachments to the present bylaws.

The shares are divided into two initial categories:

•  the 2,089,158,169 ordinary shares of the Company, called category A shares (the “Ordinary Shares”); and

•  the preferred shares, called categories B shares, that may be issued by the Company pursuant to Articles L.228-
11 et seq. of the French Commercial Code (Code de commerce), and in the event of successive issues of non-
fungible preferred shares to create new categories of such preferred shares (called B1 for the first category, B2
for the second one and so on for the following others) (together, the “Preferred Shares”).

The issue price of each Preferred Share (the “Issue Price”) is determined by the Management Board in accordance
with the conditions set forth by the Shareholders’ general meeting.

In these Bylaws:

•  the Ordinary Shares and the Preferred Shares are defined together as the “Shares”;

•  the owners of Ordinary Shares are defined as the “Ordinary Shareholders”;

•  the owners of Preferred Shares are defined as “Preferred Shareholders”; and

•  the Ordinary Shareholders and the Preferred Shareholders are defined collectively as the “Shareholders”;

Article 7 – Share certifcate

Article 7 – Rights of holders of Preferred Shares in the event of changes in the share capital

1.   In the event of division, reduction or increase in the nominal value of Ordinary Shares, the characteristics of the
Preferred Shares shall be automatically adjusted so as to take into account these changes, it being specifed
that the nominal value of a Preferred Share shall always be equal to the nominal value of an Ordinary Share.

2.  The Preferred Shares will not have any preferential subscription rights in relation to any subsequent share capital
increase in cash giving immediate or deferred access to the share capital of the Company.

3.  In the event of a capital increase by capitalization of issue premiums by way of an increase in the nominal value
of shares, the nominal value of each Ordinary Share and of each Preferred Share shall be increased by the same
amount. In the event of a capital increase by capitalization of issue premiums by way of a free allotment of new
shares, the Preferred Shareholders shall receive Preferred Shares of the same category as those held.

4.   Any capital reduction due to losses shall be borne by Shareholders pro rata their holding in the share capital of
the Company.

5.   Any other change in the share capital of the Company shall not alter the rights of Preferred Shareholders.

Article 8 – Form of the Shares

Fully paid-up Shares may be issued either in registered form or in bearer form as the Shareholder so chooses pursuant to
applicable laws and regulations. However, the Preferred Shares shall be recorded in registered form as long as they
are not listed.

The Shares shall be recorded under the terms and conditions as provided by applicable laws and regulations.

Any person who comes to hold, directly or indirectly through companies under its control within the meaning of Article L.233-3
of the French Commercial Code, an amount of shares representing 0.5% of the share capital or of the voting rights, is bound,
within fve days following the record date of any transaction making it reach or exceed this threshold, to notify to the Company,
by registered letter with return receipt, of the total number of Shares or the number of voting rights as well as the total number of
securities giving a deferred access to the share capital and potential voting rights attached thereto.

This notifcation must be made again, in the conditions described above, each time the interest in share capital or voting
rights exceeds another 0.5% threshold. Any Shareholder whose interest in the share capital of the Company falls below any
of the aforementioned thresholds is also bound to notify its status to the Company within fve days and according to the same
procedures.

Failure to proceed with the above notifcations shall result in the Shares exceeding the fraction that should have been notifed
being deprived of voting rights at Shareholders’ meetings if (i) during such meetings, the failure to notify has been noted and if (ii)

526 2008 ANNUAL REPORT

APPENDICES

one or more Shareholders who own jointly at least 5% of the share capital so request. Loss of voting rights shall be applicable
in all Shareholders’ meetings held for a two-year period following proper notifcation.

The Company may rightfully, at its own cost and at all times as provided by law, request from a securities clearing house any
information it requires concerning the identity of holders of the Company’s securities giving immediate or deferred voting rights
in Shareholders’ meetings, including the number of securities held by each of them.

Article 89 – Share-related rights

ownership of one Share automatically entails the Shareholder’s adherence to the Bylaws and to the decisions of the Shareholders’
general meetings, and, for Preferred Shares, the adherence to decisions of the Preferred Shareholders’ special
meetings.

The heirs, assignees, trustees or creditors of any Shareholder may not, for whatever reason, request division or sale by auction
of Company’s securities, assets and properties nor may they intervene in any manner whatsoever in the governance of the
Company. In order to exercise their rights, they must refer to the Company’s financial statements and to the decisions of the
Shareholders’ general meetings.

The Preferred Shares receive a preferred dividend pursuant to the provisions of Article 25 of the Bylaws and have
priority over Ordinary Shares in the event of a winding-up pursuant to the provisions of Article 27 of the Bylaws. The
Preferred Shares do not have voting rights at the Shareholders’ general meetings nor any preferential subscription
right in relation to any subsequent share capital increase in cash immediate or deferred access to the share capital
of the Company. They are not convertible into Ordinary Shares. The Preferred Shares may have different issue
prices and different financial rights, each new issue thereby creating a new category of Preferred Shares.

Once the Preferred Shares are issued, any change in their characteristics shall be submitted to the prior approval of the
French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles) (or, if applicable, any authority which
replaces it), to ensure that these Preferred Shares continue to be taken into account in the consolidated solvency margin.

Article 910 – Payment of Shares

In the event of a capital increase, the Shareholders’ general meeting or the Management Board, if it was given the power to
do so, may provide for the payment of the Shares either in whole or in part, provided that the fraction to be paid is not less than
a quarter of the Shares’ nominal value. Any surplus may be called up one or more times as allowed under applicable laws and
regulations.

Subscribers and Shareholders shall be advised of the fraction to be paid at least ffteen days before the date set for each payment,
either through a legal notice in a legal gazette at the place of the registered office, or through a letter sent by individual registered
mail to each of the parties within the same timeframe.

In the event that payments for the Shares have not have been made on the set date, the amounts due shall bear interest at the
applicable legal rate increased by two points for each day in arrears without any legal action or formal notice being required, and
without regard to extra time incurred by any distance.

In addition, the Company may take all legal actions to cause the execution and sale of the shares that were not paid up in due
time within the conditions provided by law. It may also bring civil action or a common law suit against the concerned Shareholder
and its guarantors either before, after, or during the sale of such Shares.

TITLE III > THE SUPERVISORY BOARD

Article 1011 – Composition of the Supervisory Board

A – Appointment

1. The Supervisory Board is composed of at least three and no more than eighteen members, notwithstanding the temporary
exception, allowed by the applicable legislation, in the event of a merger.

Members of the Supervisory Board shall be appointed by a simple majority vote by Shareholders at their ordinary general
meeting.

In the event of one or more vacancies, the Supervisory Board may appoint temporary members until the next shareholders’
meeting.

Temporary appointments made by the Supervisory Board are subject to ratifcation by the following Shareholders’ ordinary
general meeting. A member appointed to replace another shall only remain in office for the remainder of his predecessor’s
term of office.

In the event that the number of Supervisory Board members is reduced to less than three, the Management Board shall
immediately convene a Shareholders’ ordinary meeting in order to fll the Board vacancies.

527

2. During their term, each member of the Supervisory Board must own at least one hundred Ordinary Shares.

3. Members of the Supervisory Board are appointed for a renewable four-year term of office. Their duties as members of the
Supervisory Board end at the close of the Shareholders’ annual general meeting convened to approve the Company’s accounts
for fiscal year ended and held during the year on which their term of office expires.

In the event that members of the Supervisory Board were to be all replaced, the term of office of half of the designated
members, or rounded down, if need be, to the nearest number, would expire after two years, and the remaining members’
term of office would expire after four years, pursuant to the order such as determined by random drawing during a meeting
of the Supervisory Board.

Members of the Supervisory Board or representatives of legal entities members of the Supervisory Board may not stay in
office after the age of seventy. however, this rule may be waived for a maximum of one-third of the active members of the
Supervisory Board (individuals or representatives of legal entities). In this event, the term of office of Supervisory Board
members who have exceeded the age limit shall not exceed two years and shall be only renewable once.
If the representatives of a legal entity member of the Supervisory Board cannot remain in office, said entity shall replace him
with someone else within one month, failing which, it shall be deemed to have resigned.

If the one-third quota is exceeded and if a Supervisory Board member above seventy years old has not voluntarily resigned,
the oldest member will be deemed to have resigned.

B – Removal

Members of the Supervisory Board may be removed from office by decision of the Shareholders’ ordinary general meeting, at
all times, without notice or indemnity.

C – Appointment of an employee Ordinary Shareholder representative to the Supervisory Board

1.   In accordance with applicable laws and regulations and with these Bylaws, Ordinary Shareholders convened at an ordinary
meeting, shall appoint a member to the Supervisory Board who represents all employee Ordinary Shareholders, provided
that the legal prerequisites are met.

2.   This employee Ordinary Shareholder representative shall be appointed for a four-year term of office. Notwithstanding the
foregoing, the employee Ordinary Shareholder representative to the Supervisory Board shall be automatically removed from
office if he or she ceases to be employed by the Company or a subsidiary or inter-company partnership affliated with AXA
within the meaning of Article L.225-180 of the French Commercial Code.

3.   Candidates for the employee Ordinary Shareholder representative seat at the Supervisory Board shall be nominated in the
following way:

a)  I f the voting rights attached to Ordinary Shares held by the employees are exercised on their behalf by members of the
supervisory board of a mutual fund, the board may nominate two candidates at most.

If there are several mutual funds of this type, the Management Board may opt to regroup (i) the supervisory boards for
funds that hold the assets of AXA’s employee Ordinary Shareholders in France, on the one hand, and (ii) the supervisory
boards for international funds that hold the assets of AXA’s employee Ordinary Shareholder in countries other than France
on the other hand. In this case, each group of funds shall be entitled nominate no more than two candidates.

b)  If the voting rights attached to Ordinary Shares held by employees are directly exercised by the employees, candidates
for the seat on the Supervisory Board shall be nominated in the manner described below.

The consultation of the employees Ordinary Shareholders may be carried out using any technical means, including
electronic or mail-in voting, provided they give an accurate count of the votes cast. each employee has as many votes as
shares owned, either directly or indirectly via units held in an employer-sponsored mutual fund with individual exercise of
voting rights.

only candidates having received more than 2% of the votes cast during the consultation process of employees Ordinary
Shareholders shall be submitted to the vote of the Shareholders’ general meeting.

4.   with respect to the application of paragraph 3. a) and prior to the Shareholders’ general meeting, the Management Board
shall formally request that the supervisory boards of the relevant mutual funds nominate one or more candidates.

with respect to the application of paragraph 3. b) and prior to the Shareholders’ general meeting, the Management Board
shall determine the procedures for consulting employees Ordinary Shareholders who directly exercise their voting rights for
the purpose of appointing their candidate(s).

5.   The Management Board shall determine all appointment procedures that are not provided for by applicable laws and regulations
or these Bylaws, including those pertaining to the timetable for nominating candidates and those pertaining to the designation
of representatives of employee Ordinary Shareholders attending the Shareholders’ general meeting.

6.   For each of the procedures mentioned in paragraphs 3. a) and 3. b), a written summary of the proceedings shall be drawn
up, stating the number of votes cast by each of the candidates. A list of all the validly appointed candidates is drawn up.
This list must contain the names of at least two candidates.

The candidate list shall be mentioned in the convening notice of the Shareholders’ general meeting called to appoint the
employees Ordinary Shareholders representative to the Supervisory Board.

528 2008 ANNUAL REPORT

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7.   The member of the Supervisory Board appointed to represent the employee Ordinary Shareholders shall be appointed
by the Shareholders convened at an ordinary general meeting, in accordance with the same procedures that apply to the
appointment of any member of the Supervisory Board.

This member of the Supervisory Board shall not be taken into consideration for the purpose of determining the minimum and
maximum numbers of members the Supervisory Board pursuant to Article L.225-69 of the French Commercial Code.

8.   In the event of a vacancy, and regardless of its cause, the candidates to the employee Ordinary Shareholder representative
seat at the Supervisory Board shall be designated following the same procedures as those indicated hereinabove and prior
to the next ordinary general meeting or, if this meeting is held less than four months after the seat has become vacant, prior
to the following ordinary general meeting. The new employee Ordinary Shareholder representative replacing the outgoing
officeholder shall be appointed by the Shareholders for a four-year term of office.

During the timeframe leading up to the appointment of the new employee Ordinary Shareholder representative, the Supervisory
Board may continue to hold meetings and conduct business as usual.

9.   I n the event that the report submitted annually by the Management Board to the Shareholders pursuant to Article L.225-102
of the French Commercial Code reveals that the percentage of the Company’s Ordinary Shares owned by the employees
Ordinary Shareholders representative has fallen below 3 percent of the Company’s total Ordinary Shares, the current
term of office of the employees Ordinary Shareholders representative shall end at the close of the Shareholders’ ordinary
general meeting at which such report was submitted. In that case, if such seat is vacant for any reason whatsoever between
the end of the fiscal year and the date of the aforementioned Shareholders’ meeting, the Supervisory Board may continue
to hold meetings and conduct business as usual.

10. The member of the Supervisory Board appointed to represent employees Ordinary Shareholders must own at least one
hundred Ordinary Shares, either directly or through a mutual fund, or an equivalent number of units in the mutual fund in
question. If this is not the case on the day he or she is appointed, or if at any time during the term of office he or she ceases
to own one hundred Ordinary Shares or the equivalent in mutual fund units, he or she shall resign from the seat held on the
board unless he or she has complied with his or her obligation within three months.

Article 1112 – officers of the Supervisory Board

The Supervisory Board appoints a Chairman and a vice-Chairman from amongst its members. The Chairman and the vice-
Chairman remain in office as long as they hold their office as members of the Supervisory Board, unless the Supervisory Board
decides to appoint a new Chairman and, if required, a new vice-Chairman.

The Chairman calls the meetings of the Board and presides over the discussions held.

In the absence of the Chairman, or when he temporarily delegates his powers, the vice-Chairman performs the duties of the
Chairman and is entitled to the same rights.

The Supervisory Board appoints a secretary, possibly outside its membership. This secretary, the Chairman and the vice-Chairman,
constitute the officers of the meeting.

Article 1213 – Powers and duties of the Supervisory Board

1.   The Supervisory Board exercises its regular control over the management of the Company performed by the Management
Board, by means of the checks and controls it deems appropriate, and by ensuring that it has all the available documents
required to perform its duty, in particular strategic plans and budgets of businesses controlled by the Company.

Under no circumstances this supervision shall give rise to direct or indirect management by the Supervisory Board or any of
its members, nor shall it be performed under such conditions that it precludes the Management Board from performing its
management duties.

2.   The Supervisory Board presents to the Shareholders’ annual general meeting its comments on the report of the Management
Board and the Company’s annual financial statements.

3. a) In accordance with applicable laws and regulations, sale of real property per se, total or partial transfer of interests, collateral
provisions, warrants, and guarantees must be approved by the Supervisory Board.

b) In addition, the following decisions from the Management Board are subject to prior approval by the Supervisory Board:

• issuance of securities that gives immediate or deferred access to the Company’s share capital,

• proposals for Shares repurchase programs to be submitted to the Shareholders at their annual ordinary meetings,

• financial operations that may lead to substantial changes in the financial structure of the Company,

• mergers and acquisitions, whatever their form,

• strategic partnership agreements,

• setting up any stock options plan or granting any free allotment of Ordinary Shares in favour of the employees of the
Company, as well as for employees and officers of related parties, as well as the granting of stock options or free allotment
of Ordinary Shares to members of the Management Board,

• proposals for amendments to the Bylaws to be submitted to Shareholders at their annual extraordinary meeting,

529

• proposals for appropriation of earnings and dividend(s) payment for the fiscal year ended to be submitted to Shareholders
at their annual ordinary meeting,

• date of dividend(s) distribution and possible advances for dividend payment.

c) The Supervisory Board may, subject to the limit of total and specifc amounts it sets for each of the operations listed in a)
and b) of paragraph 3, authorize the Management Board to proceed to the above mentioned operations. when an operation
exceeds the amounts set, it is necessary to obtain the authorization of the Supervisory Board in each case.
when the amount of a collateral, warranty or surety exceeds the limit set for the period under consideration, any enforcement
action for the limit excess is void against third parties who are not cognizant of the limit.

The absence of authorization of real property sale per se, total or partial transfer of interests and collateral provisions
renders these unenforceable against third parties, unless the Company proves that such third parties were cognizant of
it or could not have ignored it.

4.   The Supervisory Board may set up one or more special committees for which it sets the composition (including its own
members) and it assigns tasks ; these committees perform their duties under the Supervisory Board’s supervision. each
committee presents its activity report at the following Supervisory Board meeting.

5.   The Supervisory Board defines its own internal rules of procedures which are communicated to the Management Board.

Article 1314 – Meetings of the Supervisory Board

1.   The Supervisory Board meets as often as it deems necessary for the interest of the Company but not less than once every
quarter.

Meetings shall be called by the Chairman or vice-Chairman by all available means.

The Chairman shall call a meeting of the Supervisory Board within the ffteen days following a justifed request made by the

Management Board or at least by one-third of the members of the Supervisory Board. If the request remains unanswered,

the requesting parties may themselves undertake to convene the Supervisory Board members by providing them with the

meeting agenda. otherwise, the Chairman of the Board sets the agenda but only at the time of the meeting.

Meetings shall take place wherever indicated in the notice of meeting.

2.   A member of the Supervisory Board may give his/her proxy either by mail, telex, telegram or facsimile (article 107-1 of the
French Decree dated March, 23rd, 1967) to another member of the Supervisory Board to act on his/her behalf at a given
meeting of the Supervisory Board.

each member of the Supervisory Board may only receive one proxy at a time for the same meeting by application of the above

paragraph.

 

The provisions contained in the above two paragraphs also apply to representatives of legal entities.

In accordance with and subject to applicable legal provisions, the Supervisory Board may deliberate by means of videoconference

or by any other means of telecommunication or remote transmission, or by consulting its members in writing. In such case,

resolutions shall be adopted by the vote of a majority of the members present or represented. In the event of a vote tie, the

Chairman shall cast the deciding vote.

 

Members of the Supervisory Board may participate in meetings by means of videoconference or by any other means of

telecommunication or remote transmission in compliance with the applicable regulations. Any member of the Supervisory

Board may appoint another member thereof as his proxy.

3.   Members of the Supervisory Board, including anyone present in person at the meetings of the Supervisory Board, are bound
to observe confdentiality with respect to the discussions held at Board meetings and to the information of a confdential
nature or deemed as such by the Chairman of the Supervisory Board or the Chairman of the Management Board.

Article 1415 – Compensation of Members of the Supervisory Board

1.   Members of the Supervisory Board receive a fxed annual fee as compensation, as determined by the Shareholders at their annual
meeting and remains effective unless otherwise provided. Members of the Supervisory Board receive this amount in compensation
for their attendance at meetings; the amounts to be allocated depend on the attendance rates set by the Board.

2.   The Supervisory Board may also grant compensation to the Supervisory Board members for their performance of special
tasks or assignments, in accordance with the terms and conditions provided by law.

Article 1516 – Censors

Upon proposal from the Chairman, the Supervisory Board may accept, from time to time as it seems appropriate, a number of
censors up to a maximum of four persons or representatives of corporate entities, selected or not among the Shareholders. Censors
are convened to all the meetings of the Supervisory Board and take part in its discussions but do not have the right to vote.

The Supervisory Board determines their role and how to compensate them.

Censors may not substitute members of the Supervisory Board on which they depend. They communicate their opinions to the
Supervisory Board and the Management Board.

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APPENDICES

Censors are automatically and fully deemed to have resigned at the close of the fiscal year during which they have reached the
age of seventy.

TITLE IV > MANAGEMENT BOARD

Article 1617 – Composition of the Management Board
A – Appointment

1.   The Company is administrated by a Management Board composed of a maximum of seven members appointed by the
Supervisory Board that will exercise control over the Management Board in accordance with the law and statutory provisions
as set forth below.

2.   Members of the Management Board may or may not be Shareholders and it is mandatory that they represent themselves as
individuals.

No member of the Supervisory Board may be part of the Management Board. In addition, no one is eligible for membership in
the Management Board if he is concerned by forfeiture pursuant to the law: cumulative functions, incompatibility, degeneration
or ban to exercise.

each member of the Management Board may enter into an employment contract with the Company that is legally binding
and effective through his whole term of office and beyond.

3.   Members of the Management Board are appointed for three years by the Supervisory Board, which is also responsible for
flling any vacancies on the Management Board in accordance with the law.

4.   Members of the Management Board may be re-appointed without limitation.

5.   No one may be appointed to the Management Board past the age of sixty-fve. Any member of the Management Board who
reaches the age of sixty-fve while in office during a fiscal year is automatically deemed to have resigned at the close of such
fiscal year. however, when a member of the Management Board reaches the age of sixty-fve, the Supervisory Board may
choose to extend his term of office once or several times as the case may be, provided that the total extended period does
not exceed three years.

B – Removal

Any member of the Management Board may be removed from office by a vote of the Shareholders’ general meeting duly
assembled, or by the Supervisory Board. If the decision to remove the officeholder is found to be without just cause, the latter
may seek an award for monetary damages.

Removal of a member of the Management Board does not result in the termination of its employment contract with the Company,
as the case may be.

Article 1718 – Chairmanship of the Management Board – Corporate executive level

The Supervisory Board appoints one of the members of the Management Board as Chairman.

The Chairman performs his duties throughout his term of office as member of the Management Board.

The Chairman of the Management Board represents the Company vis-à-vis third parties.

The Supervisory Board may grant the same authority to represent the Company to one or more members of the Management
Board who then hold the title of vice-Chairman, Chairman of the Management Board or Senior executive vice-President.

The Supervisory Board has the right to remove the Chairman from his duties and if applicable, withdraw the power to represent
the Company that was granted to any member of the Management Board.

with respect to third-party transactions, any valid commitments made by the Chairman of the Management Board or any other
member that has been granted the same power to represent the Company from the Supervisory Board are deemed to be legally
binding on the Company.

Article 1819 – Powers and duties of the Management Board

1. The Management Board shall have the broadest powers to act under all circumstances in the name of the Company, within
the scope of the corporate purpose, and subject to the authority expressly reserved by law to the Shareholders and the
Supervisory Board.

Limitation to these powers is not enforceable against third parties, who may bring legal actions against the Company in order
to enforce commitments made in its name by the Chairman of the Management Board or any other member who has been

531

granted the same authority to represent the Company, provided that the name of the appointed legal representative has been
duly published.

2.   Members of the Management Board may, with the approval of the Supervisory Board, assign among themselves their respective
duties to manage the Company. however, members of the Management Board may not invoke their shared responsibilities
to exempt themselves from the obligation to meet regularly in order to discuss essential management issues related to the
Company, nor may they consider it as a disclaimer of the due diligence task incumbent upon each member of the Management
Board and for which they are jointly and severally liable.

3.   The Management Board may at its sole discretion entrust one or more of its members or any non-member person with special
assignments, whether of a permanent or temporary nature, and delegate such powers as it deems necessary in order to
enable them to achieve one or more specifc purposes, with or without the right to sub-delegate.

4.   when a transaction requires the approval of the Supervisory Board pursuant to Article 12 Article 13 of these Bylaws and the
Board withholds it, the Management Board may bring the dispute in front of the Shareholders’ general meeting which can
resolve to grant the required approval and draw all ensuing conclusions.

5.   The Management Board presents its report, at least once every quarter, to the Supervisory Board, either orally or in writing,
that summarizes its major accomplishments or highlights in the management of the Company.

within three months following the close of each fiscal year, the Management Board prepares the Company’s final financial

statements and, if applicable, its consolidated financial statements which it submits to the Supervisory Board for review and

control. It suggests how to allocate earnings for the fiscal year ended.

 

The Management Board reviews the Company’s quarterly and half-yearly financial statements and presents them to the

Supervisory Board.

The Management Board convenes all Shareholders’ meetings, sets their agenda, and carries out their resolutions.

6.   Members of the Management Board are jointly and severally liable vis-à-vis the Company or third parties, as the case may
be, for any offence of the statutory provisions governing French companies (Sociétés Anonymes), for any breaches of these
Bylaws, for acts of negligence or misconduct in the performance of their management duties, in all cases punishable by law
and subject to the conditions provided therein.

Article 1920 – Meetings and resolutions of the Management Board

The Management Board may meet as often as it is necessary to protect the interest of the Company upon notice of the Chairman
of the Management Board or of at least half of its members, either at the principal office of the Company, or at any other location
indicated in the notice of meeting. The agenda may be completed at the meeting. Notice of meetings may be given by all available
means, including orally.

The Chairman of the Management Board shall chair the meetings of the Board. If he is unable to do so, the meeting will be chaired
by the vice-Chairman or Senior executive designated by the Chairman of the Management Board. If he is unable to do so, the
oldest vice-Chairman or Senior executive or the oldest member of the Management Board in attendance will chair the meetings.
The Management Board appoints a secretary, possibly outside its membership.

Decisions of the Management Board are only valid if at least half of its members are present.

Decisions are taken by the majority vote of members present and represented. If there is a vote tie, the vote of the Chairman
shall cast the deciding vote.

Decisions of the Management Board are recorded in minutes of meetings recorded in a special register and signed by all members
of the Board present at the meeting.

Members of the Management Board may participate by means of videoconference or by any other means of
telecommunication

After consulting the Supervisory Board, the Management Board establishes its own internal rules of procedures.

Article 2021 – Compensation of members of the Management Board

The Supervisory Board shall set the amount and terms of compensation for each of the members of the Management Board.

Article 2122 – Regulated agreements

Any agreement that is entered into, either directly or through another person, between the Company and a member of its
Supervisory Board, Management Board or a Shareholder holding a percentage of the voting rights greater than the applicable
threshold as set out by law (if such Shareholder is a legal person and not an individual, the company that controls it within the

532 2008 ANNUAL REPORT

APPENDICES

meaning of Article L.233-3 of the French Commercial Code) must be submitted to the prior approval of the Supervisory Board.

The same applies for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest or
in which this person participates by the intermediary of another person.

Agreements entered into between the Company and another company shall also be submitted to the prior approval of the
Supervisory Board if a member of the Supervisory Board or the Management Board of the Company has an ownership interest
in the other company, is an unlimited partner, manager or trustee, member of its supervisory board, or, in general, director and/or
officer thereof.

The foregoing provisions do not apply to agreements that concern ongoing business transactions conducted in the ordinary
course of business.

however, the existence of such agreements must be disclosed to the Chairman of the Supervisory Board. A list of such agreements
and their purpose shall in turn be disclosed by the Chairman to the members of the Supervisory Board and to the Statutory
Auditors of the Company.

TITLE V > AUDITORS

Article 2223 – Statutory Auditors

one or more statutory auditors are appointed to perform their duties as provided by law.

Their fees are set according to the terms and conditions set forth in applicable regulations.

TITLE VI > GENERAL AND SPECIAL SHAREHOLDERS’ MEETINGS

Article 2324 – Shareholders’ meetings
a) General meetings of Shareholders

The Shareholders are convened by the Management Board to the general meetings as provided by law.

The general meetings of Shareholders may also be convened by the Supervisory Board.

The Shareholders meet and deliberate in accordance with applicable laws. In particular, any Ordinary Shareholder may vote at
these meetings without being physically present, by means of videoconference or telecommunication allowing the identifcation
of shareholders, as provided for by law and subject to the Management Board’s approval published in the notice of meeting.

Any Shareholder may attend such meetings either in person or by proxy upon evidence of his/her identity and the ownership of
his/her shares under the terms and conditions as provided for by existing laws and regulations.

voting by mail is to be accomplished in accordance with applicable laws and regulations. In particular, any Ordinary Shareholder
may give a proxy or send his/her voting instructions prior to the meetings, either in paper form or by electronic means, subject
to approval by the Management Board published in the notice of meeting.

The online completion and signature of these forms, in accordance with the first sentence of the second paragraph of Article
1316-4 of the French Civil Code (Code Civil), if the Management Board so decides at the time the notice of meeting is sent to
shareholders, can be accomplished directly on the secured website set up to centralize the management of Shareholders’ general
meetings using a secure username (log in) and password system. The proxy or voting instructions completed accordingly prior
to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as an irrevocable and
opposable written proof, provided that, in the event of Shares being sold or otherwise legally transferred before the third business
day preceding the Shareholders’ general meeting at 0.00am Paris time, the Company shall invalidate or modify accordingly, as
the case may be, the proxy or voting instructions completed online.

each member of the Shareholders’ meeting has as many voting rights as the number of Shares it owns or represents, Only the
Ordinary Shareholders have the right to vote at the ordinary and extraordinary general meetings, it being specifed
that only the Ordinary Shareholders have as many voting rights in these meetings as the number of Ordinary Shares
they own or represent. However, owners of fully paid-up ordinary Shares registered since at least two years at the end of
the fiscal year preceding such meeting, have double voting rights. In the event of a capital increase by capitalization of reserve,
earnings, issue or merger premiums, double voting rights are granted upon the issuance of registered Ordinary Shares freely
allotted to an Ordinary Shareholder on the basis of the outstanding Ordinary Shares that allow him to exercise such double
voting right.

533

The Shareholders’ general meetings are chaired by the Chairman of the Supervisory Board or, in his absence, by the vice-Chairman,
or by a specifcally appointed member of the Supervisory Board. otherwise, Shareholders appoint a Chairman themselves.

Minutes of the general meetings are prepared and true copies are certifed and delivered as required by law.

b) Special meetings of Preferred Shareholders

The owners of each category of Preferred Shares are convened in special meetings (assemblées spéciales).

Pursuant to the provisions of Article L.225-99 of the French Commercial Code, any decision of the Shareholders’
general meetings modifying the rights of a category of Preferred Shares will only be effective after approval of
these modifcations by the special meeting of the relevant Preferred Share holders.

Special meetings of Preferred Shareholders are convened and vote in accordance with the conditions set forth
in the French Commercial Code. The provisions of paragraph a) above shall be applied mutatis mutandis to the
special meetings of Preferred Shareholders, it being specifed however that as long as each category of Preferred
Shares and all Shares comprising that category are not in the form of registered shares, the information referred
to in paragraph a) may be replaced by notifcation by simple letter.

TITLE VII > FISCAL YEAR

Article 2425 – Company’s financial statements and consolidated financial statements

The fiscal year is a twelve-month period starting January 1 and ending December 31.

a) Company’s financial statements

The amounts required by law to be set aside as reserves shall be deducted first on each year’s earnings, reduced by losses
carried forward, if any.

earnings available for distribution represents the Company’s net profit over a fiscal year, minus all losses carried forward and all
amounts required to be set aside as reserves pursuant to the law or the Bylaws, and increased by previous retained earnings.

Shareholders may decide to withhold from such earnings all sums they deem appropriate to be allocated to the optional, ordinary
or extraordinary reserves, or to be carried forward.

The remaining balance shall be distributed among the shares outstanding in proportion to their nominal value Shares fully paid-
up and unredeemed shares as follows:

•  The Management Board determines when, where and how dividend payments are to be made.

•  the Total Amount of the Preferred Dividend (as defined below) shall be first distributed to the holders of Preferred
Shares pursuant to the provisions set out below;

•  the balance shall then be distributed among the holders of Ordinary Shares pro rata their holding in the Company’s
share capital, provided that no dividend may be paid to the holders of Ordinary Shares if the Preferred Dividend
for the relevant fiscal year has not been paid in full.

The Preferred Dividend to be paid to each outstanding Preferred Share for any fiscal year (the “Preferred Dividend”) is
equal to a multiple of the dividend to be paid on an Ordinary Share for such fiscal year. This multiple, to be determined
by the Management Board in its decision to issue the relevant Preferred Shares, may not be less than 1.2 nor greater
than 1.8. In any event, the Preferred Dividend may not be less than the Minimum Dividend, nor greater than the
Maximum Dividend. The “Minimum Dividend” that is applicable to a Preferred Share is equal to its Current Amount
multiplied by the Minimum Percentage applicable to the relevant Preferred Share; the Minimum Percentage to be
determined by the Management Board for each category of Preferred Shares in its decision to issue the relevant
Preferred Shares, may not be less than 6% nor greater than 8%. The “Maximum Dividend” that is applicable to a
Preferred Share is equal to its Current Amount multiplied by the Maximum Percentage for the relevant Preferred
Share; the Maximum Percentage to be determined by the Management Board for each category of Preferred Shares
in its decision to issue the relevant Preferred Shares, may not be less than 10% nor greater than 14%.

In any event, the total amount of Preferred Dividend to be paid on all outstanding Preferred Shares (the “Total
Amount of Preferred Dividend”) shall not exceed 90% of the earnings available for distribution for the relevant fiscal
year, within the meaning of Article L.232-11 of the French Commercial Code.

Notwithstanding the above-mentioned provisions, the Preferred Dividend to be paid for the fiscal year during which
the Preferred Shares have been issued shall be equal to the product of (i) the Preferred Dividend as determined
above by (ii) the number of days, from the issue date of the Preferred Shares to December 31 of the relevant fiscal
year on a 365-day basis or 366-day basis for a leap year.

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APPENDICES

The “Current Amount” of a Preferred Share is, for any given fiscal year, the Issue Price of the said Preferred Share (i)
minus all losses charged on the Issue Price, it being specifed that these losses will first be charged on the relevant
issue premiums of the Shares (so that the issue premiums of all categories of Shares will be reduced in the same
proportion) and then applied equally to the Shares by way of reduction in the nominal amount of such shares,
such reduction to be a share capital reduction due to losses (the “Reduction Part of the Current Amount”), and (ii)
increased by the Reconstitution Part of the Current Amount as at December 31 of the relevant fiscal year, provided
that the Current Amount will only be reconstituted, partly or in whole, in the event that the Preferred Dividend has
been paid in respect of the two preceding fiscal years. The “Reconstitution Part of the Current Amount” will be
a percentage of the earnings available for distribution, as appearing in the Company’s certifed annual financial
statements, this percentage will correspond to the fraction of the relevant Preferred Share in the share capital as
at December 31 of the relevant fiscal year. In the event of successive reductions and reconstitutions of the Current
Amount for a category of Preferred Shares subsequent to their issue, the total aggregate amount of reductions
and reconstitutions carried out for the relevant Preferred Share will be taken into account. In all cases, the Current
Amount of a Preferred Share shall never exceed its Issue Price.

The Reduction Part of the Current Amount shall be deemed to occur on December 31 of the fiscal year during
which a share capital reduction due to losses has occurred. The Reconstitution Part of the Current Amount shall
be deemed to occur on December 31 of the relevant fiscal year.

The Shareholders’ general meeting may, in any fiscal year, resolve not to distribute a dividend, including any Preferred
Dividend, or to distribute only part of the Preferred Dividend. In this case, the Preferred Dividend for the relevant
fiscal year, or as the case may be, any part of the Preferred Dividend of the relevant fiscal year not distributed, shall
not be carried forward to the following fiscal years.

The Total Amount of Preferred Dividend may not be distributed in the event that this distribution would cause
the consolidated solvency margin to fall below the minimum percentage required by the applicable
insurance regulations.

The Management Board may decide to make one or more distribution of advance payments on dividends in accordance with
the law and provisions of Article 12 Article 13. 3 b) of these Bylaws.

Subject to the distribution of advance payments of dividends, the Preferred Dividend shall be paid to Preferred
Shareholders on the same date on which the dividend shall be paid to Ordinary Shareholders or, in the absence of
any dividend distribution to Ordinary Shareholders, on the date set by the Shareholders’ general meeting.

The Shareholders’ general meeting called to approve the Company’s accounts of a fiscal year may grant to each Shareholder,
the option to receive the payment of all or part of any dividend in cash or in Shares, it being specifed that in the case of
any dividend payment in Shares, each Shareholder shall only be entitled to receive Shares of the same category
as those already held.

b) Consolidated financial statements

The Management Board shall submit the consolidated financial statements to the approval of the Shareholders’ annual general
meeting at the same time as it submits its report, the Company’s financial statements and the Company’s consolidated financial
statements. The Shareholders’ annual general meeting shall deliberate and decide on all issues relating to the consolidated
financial statements of the previous fiscal year ended.

TITLE VIII > REPURCHASE OF PREFERRED SHARES

Article 26 – Repurchase of Preferred Shares

1.   The Company may repurchase all shares of a category of Preferred Shares at any time after the 5th anniversary
date of the issue of the relevant Preferred Shares.

2.  In the event that an issue, merger or spin-off requiring the approval of the special meeting of holders of Preferred
Shares of any category, is not approved by such special meeting, the Company may repurchase at any time all
the shares comprising the relevant category of Preferred Shares on the date specifed in the Repurchase Notice
(as defined below).

3.  If any category of Preferred Shares no longer qualify without limit as part of the consolidated solvency margin in accordance
with applicable insurance regulations due to a change in these regulations or a change in their interpretation
by the French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles or, if applicable, any
authority that replaces it), the Company may repurchase at any time all shares comprising the relevant category
of Preferred Shares on a date that may not precede the date on which such Preferred Shares no longer qualify
without limit as part of the consolidated solvency margin.

535

Any exercise of a repurchase option pursuant to this article will be carried out upon a decision of the Management

Board, which may include a power to sub-delegate authority to the Chairman of the Management Board and/or,

upon agreement of the Management Board, to a member of the Management Board, subject to prior approval

of the French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles or, if applicable, any

authority that replaces it).

 

In the event that all the relevant Preferred Shares are registered shares, the owners of such Preferred Shares

will be notifed of the repurchase by registered letter at least thirty calendar days prior to the repurchase date

(the “Repurchase Notice”). In the event that some or all of the relevant Preferred Shares are bearer shares,

the Repurchase Notice shall be published in the Bulletin des annonces légales obligatoires within the same

timeframe.

 

All Preferred Shares so repurchased will be cancelled. The Management Board will confirm the number of

Preferred Shares repurchased and subsequently cancelled and will amend the Bylaws accordingly.

Each Preferred Share will be repurchased by the Company at a price equal to its Issue Price (the “Repurchase

Price”). However, in the event of a repurchase pursuant to paragraphs 1. or 3. of this Article in the course of a

fiscal year, the Repurchase Price will be increased by the Minimum Percentage (as defined in Article 25 of the

Bylaws) calculated on a 365-day basis, or 366-day basis for a leap year, taking into account the number of days

accrued between:

• January 1 (included) of the preceding fiscal year if (i) the Shareholders’ annual general meeting called
to approve the financial statements for the preceding fiscal year has not yet been held or if (ii) the
relevant Preferred Dividend has been approved by such general meeting but has not yet been paid on
the repurchase date; or

• January 1 (included) of the current fiscal year if (i) the Preferred Dividend for the preceding fiscal year has
been approved by the general meeting which approved the financial statements for the preceding fiscal
year and paid on the repurchase date or if (ii) no Preferred Dividend has been approved by such general
meeting.

• and the repurchase date (excluded).

TITLE VIIIIX > DISSOLUTION OF THE COMPANY

Article 2527 – Dissolution

In case of dissolution of the Company, the Shareholders, having fulflled the quorum and majority requirements pertaining to
extraordinary general meetings, shall appoint one or more receivers.

The Shareholders’ annual general meeting can resolve to allow the receiver to continue the Company’s business as usual or to
carry out new business for the purposes of the winding up.

The receiver represents the Company. he is entrusted with the broadest possible powers in order to dispose of the Company’s
assets, including through amicable settlements. he is also empowered to make payments to creditors and distribute the remaining
balance.

Any assets remaining after nominal share redemption are distributed among Shareholders on a prorated basis for their capital
share.

In the event of a winding-up, Preferred Shares will, for an amount equal to the Issue Price of the Preferred Shares,
rank in priority to Ordinary Shares. After reimbursement of the nominal value of the Preferred Shares and then the
nominal value of the Ordinary Shares, the liquidation surplus (“boni de liquidation”) shall be allocated in priority to
pay to Preferred Shareholders the difference between the Issue Price of the Preferred Shares and their nominal
value, the remainder being then divided between Ordinary Shareholders.

TITLE IXX > DISPUTES

Article 2628 – Disputes

Any dispute pertaining to Company’s matters arising during the life of the Company or during its winding-up, between the
Company and its Shareholders or among Shareholders themselves, shall be brought in front of the competent courts of the
Company’s registered office.

For this purpose, in the event of any dispute, each Shareholder is required to elect domicile for due service of process in the
jurisdictional area of the competent courts, regardless of their actual place of residence. Failure to do so will cause delivery of
summons or legal notices to the office of the Attorney general or Public Prosecutor (Procureur de la République) of the District
Court (Tribunal de Grande Instance) having jurisdiction over the Company’s registered office.

536 2008 ANNUAL REPORT

INFORMATION CONCERNING THE CANDIDATES
TO THE AXA'S SUPERVISORY BOARD

Re-appointment as a member of the Supervisory Board

JACQUES DE CHATEAUVIEUX

Born on February 13, 1951

Principal function

Chairman of the AXA Supervisory Board
Chairman and CEO of BOURBON

Number of AXA shares

Number of AXA shares held on December 31, 2008: 5,270
(Purchase of 12,000 additional shares in February 2009)

EXPERTISE AND EXPERIENCE

Mr. Jacques de Chateauvieux is a graduate of the Institut Supérieur de Gestion (Paris) and of Columbia University (New York). In
1975, he joined l'Union des Transports Aériens as a management auditor. From 1977 to 1979, he worked as a consultant to the
Boston Consulting Group (BCG). Since 1979, Mr. Jacques de Chateauvieux has been Chairman and Chief Executive Officer of
BOURBON. From 1989 to 2001, he helped develop BOURBON into an international conglomerate and then listed the company on
the Paris Stock Exchange in 1998. From 2001, he has refocused BOURBON's strategy on making it a world leader in offshore oil
and marine services. Mr. Jacques de Chateauvieux has been a member of the AXA Supervisory Board since 2005 and became
Chairman of the Board in April 2008.

DIRECTORSHIPS CURRENTLY HELD

BOURBON, Chairman and Chief Executive Officer

JACCAR, Chairman and Chief Executive Officer

SAPMER, Chairman of the Board of Directors

CBo Territoria, Chairman of the Board of Directors

 

Director or member of the Supervisory Board:

• INNODIS

• SINOPACIFIC Shipbuilding Group (China)

PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS

Vindemia S.A.S., Chairman

Antenne Réunion Télévision, Chairman

537

Re-appointment as a member of the Supervisory Board

ANTHONY HAMILTON

Born on October 11, 1941

Principal function

Non-executive Chairman of AXA UK PLC (United Kingdom) and AXA Equity and Law PLC
(United Kingdom)

Number of AXA shares

Number of AXA and ADR AXA shares held on December 31, 2008: 26.043

EXPERTISE AND EXPERIENCE

Mr. Anthony Hamilton is a graduate of Oxford University. His early career was spent in London and New York working for the
investment banks Schroders, Morgan Grenfell, and Wainright. In 1978 he joined Fox-Pitt, Kelton and was appointed Chief
Executive Officer in 1994. In 1993, he became a non-executive Director of AXA Equity and Law PLC (Chairman, 1995) and in
1997 a non-executive Director of AXA UK PLC. Since September 2000, Mr. Anthony Hamilton has been non-executive Chairman
of AXA UK PLC.

DIRECTORSHIPS CURRENTLY HELD

AXA UK PLC (United Kingdom), Non-executive Chairman

AXA Equity and Law PLC1 (United Kingdom), Non-executive Chairman

Director or member of the Supervisory Board:

• AXA Financial, Inc.1 (United States)

•  Binley Limited (United Kingdom)

• Tawa pic (United Kingdom)

• Golf Club of Valderrama (Spain)

• AXA Equitable Life Insurance Company1 (United States)

•  MONY Life Insurance Company1 (United States)

•  MONY Life Insurance Company of America1 (United States)

PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS

Fox-Pitt, Kelton Group Limited (United Kingdom), Chairman
Director or member of the Supervisory Board:

•  Pinault-Printemps-Redoute

•  Fox-Pitt, Kelton Limited (United Kingdom)

• Swiss Re Capital Markets Limited (United Kingdom)

• CX Reinsurance (United Kingdom)

(1) AXA Group Company.
538        2008 ANNUAL REPORT

Re-appointment as a member of the Supervisory Board

MICHEL PÉBEREAU

Born on January 23, 1942

Principal function

Chairman of the Board of Directors of BNP Paribas

Number of AXA shares

Number of AXA shares held on December 31, 2008: 5,566

EXPERTISE AND EXPERIENCE

Mr. Michel Pébereau is a graduate of the Ecole Polytechnique and the Ecole Nationale d Administration (ENA). In 1967, he started
his career as auditor at the Treasury (inspecteur des finances). He then held various management positions at the direction du
Trésor and at the "Cabinets" of two Ministers (Valéry Giscard d'Estaing and René Monory). In 1982, he joined Crédit Commercial
de France. In 1987, he was in charge of its privatization before becoming Chairman and Chief Executive Officer from 1987 to
1993. In 1993, he became Chairman and Chief Executive Officer of BNP and after the merger with Paribas in 2000, Chairman
and Chief Executive Officer of BNP Paribas. Since 2004, Mr. Michel Pébereau has been Chairman of the Board of Directors of
BNP Paribas.

DIRECTORSHIPS CURRENTLY HELD

BNP Paribas, Chairman of the Board of Directors
Director or member of the Supervisory Board:

• Saint-Gobain

• Total

•  Lafarge

•  EADS N.V. (the Netherlands)

•  Banque Marocaine pour le Commerce et l'Industrie (BMCI) (Morocco)

•  Pargesa Holding S.A. (Switzerland)

Galeries Lafayette, Censor (non-voting member of the Board)
Académie des Sciences Morales et Politiques, member

PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS

BNP Paribas, Chairman and Chief Executive Officer
Director or member of the Supervisory Board:

•  Dresdner Bank AG (Germany)

•  BNP Paribas UK (United Kingdom)

539

Re-appointment as a member of the Supervisory Board

DOMINIQUE REINICHE

Born on July 13, 1955

Principal function

Chairman Europe of The Coca-Cola Company

Number of AXA shares

Number of AXA shares held on December 31, 2008: 1,000

EXPERTISE AND EXPERIENCE

Mrs. Dominique Reiniche is a graduate of the Essec. In 1978, she joined Procter & Gamble and in 1983 became Associate
Advertising Manager. In 1986, she joined Kraft Jacobs Suchard and was appointed Marketing & Strategy Manager. In 1992, she
joined Coca-Cola Entreprise as a Marketing & Responsible "Compte-clé" Manager. In 1998, she was appointed Chairman and Chief
Executive Officer of Coca-Cola Entreprise and Vice-Chairman of Coca Cola Enterprises - Europe Group in 2002. From January 2003
to May 2005, she was Chairman of Coca-Cola Enterprises - Groupe Europe. Since May 2005, Mrs. Dominique Reiniche has
been Chairman Europe of The Coca-Cola Company.

DIRECTORSHIPS CURRENTLY HELD

The Coca-Cola Company, Chairman Europe
NG Direct, member of the Advisory Board

UNESDA (Union of European Beverages Associations), Vice-Chairman

CIAA (Confederation of the Food and Drink Industries of the EU), Member of the Executive Committee and member of the
Board

PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS

Coca-Cola Enterprise - Groupe Europe, Chairman and Chief Executive Officer
MEDEF, member of the Executive Committee

540        2008 ANNUAL REPORT

Appointment as a member of the Supervisory Board

RAMON DE OLIVEIRA

French and Argentinian nationality
Born on September 9, 1955

Principal function

Logan Pass Partners (Investments, Consulting) - Managing Partner

Number of AXA shares

Number of AXA shares held on December 31, 2008: None

EXPERTISE AND EXPERIENCE

Mr. Ramon de Oliveira is a graduate of the University of Paris and of the Institut d'Etudes Politiques (Paris). In 1977, Mr. de Oliveira
joined JP Morgan in Paris. After two years in New York, he spent 10 years in London in a number of investment banking as well
as sales and trading assignments, including running the firm's European equities business. In 1989, Mr. de Oliveira was asked
by the Federal Reserve Bank of New York to lead JP Morgan's entry in the high-yield bond market and to run the Structured
Finance practice. In 1991, following additional Fed powers, he founded and led the team of executives who built JP Morgan's
Global Equities business; he also oversaw the firm's portfolio of Private Equity Investment. Prior to the merger with Chase,
Mr. de Oliveira spent 24 years at JP Morgan & Co. Mr. de Oliveira was a member of the firm's Management Committee since
its inception in 1995. Until August 2001, Mr. de Oliveira was Chairman of JP Morgan Asset Management. Upon the merger with
Chase, Mr. de Oliveira was the only executive from JP Morgan & Co. asked to join the Executive Committee of the new firm with
operating responsibilities. Between 2002 and 2006, Mr. de Oliveira was an Adjunct Professor of Finance at Columbia University.
He is now Managing Partner of the consulting firm Logan Pass Partners.

DIRECTORSHIPS CURRENTLY HELD

Logan Pass Partners LLC, Managing Director
Director:

• The Hartford Insurance Company

• Taittinger-Kobrand USA (United States)

Kauffman Foundation, Trustee and Chairman of the Investment Committee

PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS

Friends of Education (a New York-based not-for-profit organization), Chairman of the Board
Director:

• JP Morgan Suisse (Switzerland)

• American Century Company, Inc (United States)

• Sungard Data Systems (SDS) (United States)

541

APPENDIX VIII

Social and environmental information

In accordance with the provisions of the French Commercial Code (Code de commerce) resulting from the New economic
Regulations Act (loi sur les nouvelles régulations économiques) adopted in May 2001, the following information describes the
manner in which the Company takes into account the social and environmental impacts of its activities.

Additional information concerning the social and environmental policy and practices of the AXA Group is available in the
Activity and Sustainable Development Report (hereinafter referred to as the “Activity Report”) and on the AXA Group’s website
(www.axa.com), in particular in the “Corporate Responsibility” Section. The Activity Report is available on the www.axa.com website
(www.axa.com) or upon request to the Individual Shareholders Department, 25 Avenue Matignon, 75008 Paris, France.

SOCIAL INFORMATION

As a holding company, the sole employees of AXA SA are the French members of its Management Board. Detailed information
concerning their individual compensation is provided for in Part III, Section 3.2 of this Annual Report.

The provisions of the master agreement relative to the organization, scheduling and reduction of working time (accord-cadre
sur l’Organisation, l’Aménagement et la Réduction du Temps de Travail) signed on February 1, 2000 do not apply to AXA SA’s
employees.

The employees of AXA SA do not benefit from the Group profit-sharing agreement dated March 24, 2006 and signed by the
Group’s trade union representatives. In 2008, AXA SA’s employees did not benefit from an optional profit-sharing agreement.
AXA SA’s employees do, however, benefit from the Group Savings Plan.

To the extent that the Company’s activities are mainly that of a holding company, it has no material direct impact on local
employment or regional development. It does not resort to subcontracting.

The Group is an equal opportunity employer. The diversity and equal opportunity policy of the AXA Group primarily aims at
recognizing and respecting individual differences. For example, in 2008, AXA Belgium, AXA Uk and AXA Spain partnered with
non-profit organizations promoting the professional integration of people with disabilities. AXA germany signed a diversity charter.
AXA France, that was already participant to such a diversity charter, was one of the first companies in 2008 to sign the Parenthood
Charter. It also participated in a nationwide campaign to facilitate the employment of youths from disadvantaged communities and
joined other major companies to support employment and equal opportunity. AXA France devoted a special budget, in addition
to that of general and individual pay increases, to reduce the pay gap between men and women.

In 2006, AXA’s Supervisory Board adopted a new version of its Compliance and ethics guide, available on the Group’s Intranet
and its Internet website (www.axa.com). The purpose of the guide is to establish Group-wide guidelines and rules to ensure that
all AXA Group companies and employees have a common understanding of applicable ethical standards and conduct business
accordingly.

AXA SA plays a philanthropic role, as demonstrated by the AXA Research Fund (a partnership launched in 2007 between
AXA SA and academic circles, with a funding of €100 million over fve years) and the acquisition of several “national treasures”
(foor tiles from the Château de Polisy). More detailed information on these initiatives, and others implemented by AXA subsidiaries,
is available on www.axa.com.

In addition to compliance with national law and regulations, AXA joined the United Nations’ global Compact in February 2003 and
made formal commitments to comply with and promote its ten guiding principles in the areas of human rights, labor, environment
and anticorruption. These principles are derived from the Universal Declaration of human Rights, the International Labour
organization’s Declaration on Fundamental Principles and Rights at work, the Rio Declaration on environment and Development
and the United Nations Convention against Corruption. The first chapter of the Group Compliance and ethics guide refers to
those in its founding principles.

AXA is a major purchaser of products and services for the purpose of its internal operations and services provided to policyholders.
This signifcant volume of purchases, for a total value of exceeding €10 billion in 2008, opens up an additional feld of action for
the Group in promoting Sustainable Development. In particular, the Group applies social and environmental criteria to select its
suppliers and assess their performance. These criteria enable the Group to improve service quality and reduce certain supply

542 2008 ANNUAL REPORT

APPENDICES

chain risks. In 2008, AXA conducted, with the assistance of a specialized service provider, an in-depth analysis of the sustainable
development performance of approximately ffty strategic suppliers. The goal of this analysis was to identify the main risks and
give suppliers a tangible incentive to improve their practices. A new evaluation will be subsequently performed to measure their
progress. In addition, in 2008, the Group Procurement department developed a grid to assess sustainable development issues for
each purchasing category. Thanks to this new tool, purchasers have a detailed view of the level of risk and opportunities involved
for each supplier and can prioritize their improvement plans. Finally, a “sustainable development clause” requiring suppliers to
make a formal commitment to uphold ILO principles is included in 81% of Group’s contracts with suppliers in 2008.

CONSOLIDATED SOCIAL DATA

On the 31st of December, 2008, the global workforce of AXA Group was more than 210,000, representing an increase of 22%
over 2007. headcount remained fairly constant in europe, while Asia-Pacifc (primarily in China and India), continued as a growth
engine in 2008 with an increase of 25% over 2007. The salaried workforce grew by 29% in the Americas (attributable primarily
to the acquisition of ING Mexico).

Viewed geographically, 59% of AXA employees work in europe (vs. 63% in 2007), 27% in Asia-Pacifc (vs. 24% in 2007), 13% in
the Americas (vs. 12% in 2007), and 1 % in Africa (which remains unchanged).

The workforce is slightly younger (39 years old on average), and the proportion of men to women is relatively stable, with 51% men
and 49% women. The increase of Managers in 2008 (12%) in part corrects the decrease observed in 2007 (–16%) and refects
the general growth amongst experts and employees in 2007 (12%).

Whilst much of AXA Group’s growth was made through acquisitions, we continued to aggressively recruit new hires from outside
the Group, with over 38000 people being recruited in 2008. The high turnover rate amongst sales professionals refects a very
mobile market in Asia-Pacifc particularly in India.

The total compensation in euros remains unchanged from 2007 for two reasons: lower bonus payouts than in 2007, and the fact
that all local compensation data has been converted to euro, which was stronger on average in 2008 than in 2007.

The Group’s internal mobility rate is 12% for non-sales and 7% for sales employees. The commitment to building individual and
organizational capability continued in 2008. when compared to 2007, it was signifcantly higher for sales employees, with an
average of nearly 10 days of training (compared to approximately 8 days last year). Average training days for non-sales employees
remained relatively stable at 2.6 days.

543

WORKFORCE (number of persons) as at December 31   2007 data   Change 2007/2008   2008 data  
Non-sales Employees   100,505   11%   111,966  
Senior Executives   2,851   18%   3,369  
Men   80%       80%  
Women   20%       20%  
Managers   18,228   25%   22,872  
Excluding Managers of Agents in India (a)   16,237   12%   18,260  
Men   66%       68%  
Women   34%       32%  
Experts & Staff   79,426   8%   85,725  
Men   42%       42%  
Women   58%       58%  
Sales Employees (b)   19,885   20%   23,935  
Men   63%       60%  
Women   37%       40%  
Salaried workforce   120,390   13%   135,901  
Men   50%       51%  
Women   50%       49%  
Exclusive distributors   54,545   43%   78,143  
TOTAL WORKFORCE   174,935   22%   214,044  
Temporary staff              
Temporary non-sales staff (c)   4,441   –1%   4,385  
Average FTE (Full Time Equivalent) of temporary employees (d)   2,365   24%   2,932  
PROFILE OF AXA EMPLOYEES              
Average age of employees   40   –2%   39  
Non-sales employees   40       39  
Sales employees   39       37  
Average length of service   11   –6%   10  
Non-sales employees   11       11  
Sales employees   7       6  
Number of disabled employees (e)   1,400   9%   1,520  

(a) Manager of Agent: AXA employee managing external Licensed Agents (non-salaried). For India, they are reported in the Manager category.

(b) Sales employees: employees authorized to sale insurances products and services, excluding sales managers who are not authorized to sale such
products.

(c) AXA employees with fxed-term contract.

(d) Temporary staff hired through contracts with external agencies. The important growth is mostly due to Mexico, Spain and India.

(e) For confdentiality reasons pertaining to some countries, this data was not reported by all entities. It is relevant for most of the European countries, Japan,
South Korea and Mexico.

544 2008 ANNUAL REPORT

APPENDICES

CHANGES IN STAFFING LEVEL   2007 data   Change 2007/2008   2008 data  
NON-SALES EMPLOYEES ON OPEN-ENDED CONTRACT              
External recruitments (a)   17,311   28%   22,172  
External recruitments, excl. India (b)       –12%   14,656  
Fixed-term contracts transformed into open-ended contracts   1,190   4%   1,243  
Departures   12,699   31%   16,642  
Departures, excl. India (b)       1%   12,896  
Resignations   74%       67%  
Layoffs   15%       24%  
Economic layoffs   54%       71%  
Other departures (retirement, death, etc.)   11%       9%  
Net job creation during the year (external recruitments + fxed-term to open-ended – departures)   5,802       6,773  
Internal mobility rate (c)   16%       12%  
Voluntary turnover rate (d)   9.8%       10%  
Voluntary turnover, excl. India (b)           8%  
SALES EMPLOYEES ON OPEN-ENDED CONTRACT              
External recruitments (a)   9,475   60%   15,190  
External recruitments, excl. India (b)       –10%   7,982  
Fixed-term contracts transformed into open-ended contracts   165   30%   215  
Departures   5,729   149%   14,254  
Departures, excl. India (b)       20%   8,603  
Resignations   85%       67%  
Layoffs   12%       32%  
Economic layoffs   79%       73%  
Other departures (retirement, death, etc.)   3%       1%  
Net job creation during the year (external recruitments + fxed-term to open-ended – departures)   3,911       1,151  
Internal mobility rate (c)   5%       7%  
Voluntary turnover rate (d)   26%       42%  
Voluntary turnover, excl. India (b)           29%  
TEMPORARY STAFF WORKFORCE              
Non-sales Employees              
External recruitment on fxed-term contract   5,149   –7%   4,804  
Fixed-term contracts ended   3,850   –3%   3,729  
Sales Employees              
External recruitment on fxed-term contract   787   48%   1,161  
Fixed-term contracts ended   479   37%   655  

(a) Individuals recruited from outside the Group on an open-ended contract, excluding employees who joined the AXA workforce as a result of mergers and
acquisitions.

(b) The AXA Group’s fgures are highly impacted by the Indian market instability.

(c) Internal mobility rate = change of function, incl. promotions + internal moves within the Group / average annual headcount.

(d) Voluntary turnover rate = total number of resignations of employees on open-ended contract / average annual headcount.

545

    2007 data   Change 2007/2008   2008 data  
COMPENSATION              
Total gross payroll for sales and non-sales employees (€)   6,950,917   –   6,930,411  
Variable compensation / Total pay   18%       16%  
% employees receiving stock options   4%       4%  
% employees participating in SharePlan 2007   39%       26%  
% capital owned by AXA employees   5.2%       5.9%  
TRAINING              
Average number of training days per employee              
Non-sales employees (a)   2.7   –2%   2.6  
Sales employees (b)   8.3   18%   9.8  
% employees having attended at least one training course              
Non-sales employees (a)   68%       73%  
Sales employees (b)   92%       83% (c)  
Allocation of training sessions per type              
Non-sales employees              
Managerial training (Leadership and management know-how)   16%       17%  
Technical training (Technical and functional know-how)   54%       47%  
Other training   30%       36%  
Sales employees              
Managerial training (Leadership and management know-how)   30%       5%  
Technical training (Technical and functional know-how)   57%       78%  
Other training   13%       18%  
WORKING TIME – ABSENTEEISM              
Average number of working days per year   225       228  
Average number of working hours per week   37       37  
% part-time non-sales employees   11%       10%  
% overtime / average FTE   1.8%       1.7%  
Absenteeism rate (d)   5.2%       4.6%  
Due to sickness   72%       70%  
Due to work-related accident   2%       2%  
Due to maternity   26%       28%  

(a) Calculation covers 95% of the Group’s non-sales employees in 2008, and 96% in 2007.

(b) Calculation covers 98% of the Group’s sales employees in 2008, and 98% in 2007.

(c) The calculation base in 2007 included employees with fxed-term contracts, and they have been excluded in 2008. Using this calculation base, the
percentage for 2007 would be 74%.

(d) Absenteeism rate: Number of absence days (sickness, maternity, work-related accident...) / number of working days per employee and per year x the
average FTE.

ENVIRONMENTAL INFORMATION

Performance targets

As a holding company, the activities of AXA SA do not signifcantly impact the environment. however, being fully aware of the
environmental issues at stake, AXA has defined certain targets applicable to its main operating entities with respect to internal
environmental management and sustainable development.

In this context, AXA sets quantitative key Performance Indicators (KPLs) to reduce its impact related to energy, CO2 emissions,
paper and water consumption for the 2007-2009 period:

•  Power consumption (kwh/Full Time employee [FTE]): 5% reduction.

•  CO2 emissions (T eq. CO2/FTE): 5% reduction.

•  water consumption (m3/FTE): 5% reduction.

•  Paper consumption (T/FTE): 2.5% reduction.

In addition to these core objectives, AXA aims at improving electronic waste management, in particular by implementing the
waste electronic and electrical equipment (weee) Directive in all AXA sites worldwide.

546 2008 ANNUAL REPORT

APPENDICES

All of these targets are monitored on a regular basis and reported on annually so that local entities can gradually implement their
own action plans in order to achieve these goals.

Environmental reporting

In order to facilitate the environmental data collection process, the AXA Group developed an internal reporting tool that centralizes
the collection, consolidation and analysis of Group environmental data. Although a greater number of Group companies take part in
the process each year, only sites regrouping more than 50 Full-Time equivalent (FTE) employees are included in the targeted scope.
In 2008, work was done to signifcantly enlarge the scope of the environmental reporting so as to provide a more representative
view of its ecological footprint; it now embraces 40 countries over fve continents. The report includes 259 operating sites,
representing 98,918 FTEs in the Group, which is an increase of 29% compared to 2007. PricewaterhouseCoopers Audit, one of
AXA SA’s Statutory Auditors, reviewed the environmental reporting process (environmental Protocol, reporting tool, organization),
as well as the data and collection processes of three relevant european countries. In 2008, the Group’s sustainable development
team trained approximately 80% of the participating countries to environmental reporting.

In 2008, the third annual transport survey, used to help estimating the amount of CO2 emissions related to commuting from home
to work, was extended to include all 40 countries in the reporting scope. environmental protection tips were provided at the same
time. In addition to increasing employees’ awareness on climate change issues, this survey helps refine the Group’s estimated
carbon footprint by revealing the share attributable to workplace commuting.

Reducing the AXA Group’s impact on the environment

The AXA Group is committed to reducing the “direct” impact of its activities on the environment, in particular by improving site
management policies. In 2008, Group entities rolled out action plans to reduce their environmental impact with respect to water,
paper, energy consumption and CO2 emissions. key performance indicators are used to monitor the results of these plans (see
performance targets).

In addition to reducing its operational environmental footprint, the Group seeks to minimize its “indirect” impact on the environment
by offering insurance and investment solutions to promote environment-friendly behavior. Some of the initiatives put in place
pursuant to this aim in the areas of Property & Casualty insurance and asset management are described in the Activity Report
and Sustainable Development and on AXA’s website www.axa.com. For example, in 2008, several AXA subsidiaries (in France,
Italy, Canada, the United kingdom, Switzerland and Belgium) offered limited mileage motor insurance policies to encourage
customers to reduce their vehicle use and, therefore, their CO2 emissions.

Institutional commitments to protect the environment (2008)

•  In 2008, AXA signed “Caring for Climate: The Business Leadership Platform,” a voluntary commitment for companies that seek
to demonstrate leadership in the fght against climate change. It receives the support of the United Nations global Compact,
of which AXA is a signatory, the world Business Council for Sustainable Development (WBCSD) and the United Nations
environmental Programme (UNEP, of which AXA is a partner through UNEP Finance Initiative) and was designed to promote
practical solutions and help infuencing public opinion as well as public authorities.

•  The AXA Group partnered with the Carbon Disclosure Project again in 2008. This international survey analyzes how major
companies are responding to the effects of climate change, with the aim of improving the information provided to investors. AXA
presented the results of the 2008 edition at its headquarters and co-produced the report on French companies (SBF120).

•  AXA Investment Managers, AXA’s asset management subsidiary, lent its support to an important statement on climate change
signed by 152 major investors (representing assets totaling 9,000 billion dollars). The Investor Statement on a global Agreement
on Climate Change asked the world leaders who met in Poznan in December 2008 to negotiate strong and ambitious agreements
to succeed the kyoto Protocol and thereby send investors a clear message encouraging them to invest in the resources
necessary to move to a low-carbon economy.

547

CONSOLIDATED ENVIRONMENTAL DATA

AXA GROUP ENVIRONMENTAL INDICATORS (a)   UNIT   2007   2008  
Number of employees on site (Full-Time Equivalent, FTEs)   FTE   103,317   121,990  
Net internal area (sites)   m2   2,400,504   2,487,602  
POWER (sites)              
Power consumption (b)   Kwh   565,899,760   627,987,507  
KPI: Power consumption per person   Kwh/FTE   5,477   5,148  
2007-2008 evolution           - 6%  
TRANSPORTATION              
Business travel: airplane and train (c)   Km   588,852,537   352,931,708  
Business travel: AXA vehicle feet   Km   288,261,087   393,466,688  
Home/workplace commute (round trip) (d)   Km   990,579,720   1,258,507,154  
CO2 EMISSIONS (e)              
CO2 emissions resulting from onsite power consumption   T eq. CO2   173,619   225,833  
CO2 emissions resulting from business travel: airplane and train (c)   T eq. CO2   197,118   116,907  
CO2 emissions resulting from business travel: AXA vehicle feet   T eq. CO2   57,598   77,513  
KPI: CO2 emissions resulting from onsite power consumption and
business travel (airplane, train, AXA vehicle feet) per person		   T eq. CO2 / FTE   4.15   3.44  
2007-2008 evolution           – 17%  
CO2 emissions resulting from home/workplace commute   T eq. CO2   107,208   133,773  
WATER              
Water consumption (f)   m3   1,070,156   1,263,816  
KPI: Water consumption per person   m3/FTE   10.36   10.36  
2007-2008 evolution           –  
PAPER              
Paper consumption   T   13,583   15,337  
KPI: Paper consumption per person   kg/FTE   130   126  
2007-2008 evolution           – 3%  
Percentage of paper recycled and/or garanteeing sustainable management   %   38   49  

Change in reporting perimeter: 19 new countries and numerous new sites have been incorporated into the 2008 reporting perimeter, representing
a 29% increase in FTEs covered by the reporting compared to 2007. Of note, Key Performance Indicators (KPIs) are highlighted in bold.

(a) In 2008, environmental indicators were collected for sites representing 98,918 FTEs and were then extrapolated, continent by continent, to cover all
121,990 salaried FTEs working at the AXA Group as of 31/12/2008. In 2007, this process took place on the basis of data collected from 70,197 FTEs,
extrapolated to 103,317 FTEs.

(b) Electricity, natural gas, fuel, steam and other sources of energy.

(c) This data has been collected from 88,366 FTEs. The accuracy of the 2007 airplane and train data remains diffcult to estimate due to variations in the data
communicated by local travel, which resulted in a signifant drop in reported travel between 2007 and 2008.

(d) Home/workplace commute estimations are based on an annual online transportation survey, issued to every AXA salaried employee. This data has been
collected from 27,380 FTEs. Sites whose response rate was below 5% have been excluded from the data consolidation process.

(e) CO2 emissions estimation: as in 2007, emissions factors specifc to every country have been used for electricity, train, air and road travel. These factors
are based on standards established by ADEME (Agence de l’Environnement et de la Maîtrise de l’Energie – France) and the Greenhouse Gas Protocol.

(f)  This data has been collected from 77,616 FTEs. Many sites in Asia and America are not equiped with water meters, which prevents their accurate
measurement.

@ More detailed information on AXA’s environmental footprint, including its geographic distribution and trend are available on
www.axa.com in the “Corporate Responsibility” then “environment” section.

548 2008 ANNUAL REPORT

APPENDICES

APPENDIX IX

Management Board’s Report –
Correspondence table

This Document de Référence includes all the compulsory matters required to be covered in the Management Board’s Report of
AXA established pursuant to articles L.225-100 and L.225-100-2 of the French Commercial Code.

you will find below the references to the extracts of the Document de Référence corresponding to the parts of the Management
Board’s Report as approved by the Management Board of the Company.

        PAGES  
SECTIONS      
1.   Business and trends / Earnings / Financial position and key performance indicators   47 to 116 and 450 to 470  
2.   Use of financial instruments by the Company when relevant for assessing its assets and liabilities,
financial position, and profits and losses		   111 to 116; 206 to 227; 281 to 302 and 352 to 359  
3.   Description of major risk factors and uncertainties   40 to 46; 192 to 227  
4.   Acquisition of significant equity interests in companies headquartered in France   n/a  
5.   Events subsequent to fiscal year end / Outlook   59;107;116;412  
6.   Dividend distributions over the last three years   8  
7.   Information on market and liquidity risks (interest rate, exchange rate and stock price fluctuation risk)   111 to 116;192 to 227  
8.   Purchase and sale of the Company’s own shares   180  
9.   Executive compensation   141 to 178  
10.   Transactions involving Company stock completed in 2008 by corporate officers   175  
11.   Directorships and positions held by corporate officers of the Company   121 to 128 and 132 to 137  
12.   Relevant provisions in the event of a public takeover bid on the Company   423  
13.   Capital ownership   181 to 183  
14.   Employee shareholders   177 to 178; 184 to 185  
15.   Adjustment of the rights of holders of securities with a claim on the capital of the Company   n/a  
16.   Social and environmental information   542 to 548  
17.   Research and development activities   n/a  
EXHIBITS      
18.   Table of the capital increase delegations   447 to 449  
19.   Table of the Company’s financial results over the last five years   456  
20.   Chairman of the Supervisory Board’s Report   432 to 440  

549

APPENDIX X

Commission Regulation of April 29, 2004
Correspondence table

Annual Report

(Document de Référence)

filed with the AMF on March 26, 2009

    INFORMATION ITEMS – ANNEX 1 OF THE COMMISSION REGULATION N° 809/2004   Pages  
1.   Person responsible   446  
2.   Statutory Auditors   408  
3.   Selected financial information   4 to 5  
4.   Risk factors   40 to 46 and 192 to 227  
5.   Information about the issuer
5.1.      History and development of the issuer
5.2.       Investments 		  9 to 11
54 to 57 and 59		  
6.   Business overview   18 to 35 and 47 to 51  
7.   Organizational structure
7.1.       Brief description of the Group
7.2.       List of significant subsidiaries 		  .13 to 16
253 to 259		  
8.   Property, plants and equipment   n/a  
9.   Operating and financial review   60 to 106 and 230 to 412  
10.   Capital resources
10.1.     Capital resources
10.2.     Sources and amounts of cash fows
10.3.     Borrowing requirements and funding structure
10.4.     Restrictions on the use of capital resources
10.5.     Anticipated sources of funds needed 		  111 to 116 and 308 to 319
111 to 116; 235 to 236 and 306 to 307
111 to 116 and 337 to 341
111 to 116
111 to 116		  
11.   R&D, patents and licenses   n/a  
12.   Trend information   59; 107 and 412  
13.   Profits forecasts or estimates   n/a  
14.   Administrative, Management, and Supervisory bodies and senior management
14.1.      Information on members of the Administrative, Management or Supervisory bodies
14.2.     Administrative, Management and Supervisory bodies’ conflicts of interests 		  118 to 138
137 and 173 to 174		  
15.   Remuneration and benefits
15.1.      Amount of remuneration paid
15.2.     Amounts set aside or accrued to provide pension, retirement or similar benefits 		  141 to 178
176		  

550

2008 ANNUAL REPORT

APPENDICES

16.   Board practices
16.1.      Date of expiration of the current term of office
16.2.     Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries
16.3.     Information on the Audit Committee and the Remuneration Committee
16.4.     Statement of compliance with the country of incorporation’s corporate governance regime ........................		   120 and 132
129 and 137
129 to 131
118 and 439 to 440
17.   Employees
17.1.      Number of employees
17.2.      Shareholdings and stock options
17.3.      Arrangements for involving the employees in the capital of the issuer 		  140
155 to 165; 173 to 175
177 to 178;184 to 185
18.   Major shareholders ...................................................................................................................................................   181 to 183
19.   Related party transactions ........................................................................................................................................   184 to 185
20.   Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
20.1.      Historical financial information *
20.2.     Pro forma financial information
20.3.     Financial statements
20.4.     Auditing of historical annual financial information
20.5.     Age of latest financial information
20.6.     Interim and other financial information
20.7.      Dividend policy
20.8.     Legal and arbitration proceedings
20.9.     Significant change in the issuer’s financial or trading position 		  230 to 412
n/a
230 to 236
413 to 414 and 446
443
443
228
409 to 411
59; 111 to 116 and 412
21   Additional information
21.1.      Share capital
21.2.     Memorandum and Articles of association ....................................................................................................		   181 to 184 and 418 to 419
118; 416 to 417 and 419 to 423
22.   Material contracts .....................................................................................................................................................   n/a
23.   Third party information and statement by experts and declarations of any interest ...................................................   n/a
24.   Documents on display ..............................................................................................................................................   445
25.   Information on holdings .............................................................................................................................................   14 to 16 and 253 to 259

OTHER PERIODICAL INFORMATION REQUIRED
BY THE AMF GENERAL REGULATIONS

Annual Information Document (art.222-7)     443 to 445  
Compensation paid to Statutory Auditors in 2008 and 2007 (art.222-8)   408  
Description of the Company’s own share buyback program (art.241-2)   179 to 180  

* Pursuant to Article 28 of Commission Regulation (EC) n° 809/2004 of April 29, 2004, the following items are incorporated by reference:

• AXA’s consolidated financial statements for the year ended December 31, 2007 and the Statutory Auditors’ report on them, respectively presented on
pages 197-375 and on pages 376-377 of the Annual Report (Document de Référence), the French version of which was filed with the AMF (Autorité des
Marchés Financiers) on March 28, 2008 under reference n° D08-0156;

• AXA’s consolidated financial statements for the year ended December 31, 2006 and the Statutory Auditors’ report on them, respectively presented on
pages 250-438 and on pages 439-440 of the Annual Report (Document de Référence), the French version of which was filed with the AMF (Autorité des
Marchés Financiers) on April 20, 2007 under reference n° D07-0362.

551

APPENDIX XI

Annual Financial Report
Correspondence table

This Document de Référence includes all the components of the Annual Financial Report (Rapport Financier Annuel) referred
to in paragraph I of article L.451-1-2 of the French Monetary and Financial Code as well as in article 222-3 of the AMF general
Regulations.

You will find below the references to the extracts of the Document de Référence corresponding to the various parts of the
Annual Financial Report.

SECTIONS    PAGES
Financial statements of the Company - parent only   453 to 470
Consolidated financial statements of the Group   229 to 412
Management Board’s Report   549
Statement made by the person responsible for the Annual Financial Report   446
Report of the statutory auditors on the financial statements of the Company - parent only   471 to 472
Report of the statutory auditors on the consolidated financial statements of the Group   413 to 414
Statutory auditors’ fees   408
Report of the Chairman of the Supervisory Board on the conditions of preparation and organization
of the Board’s work and on internal control procedures		   432 to 440
Report of the statutory auditors on the Report of the Chairman of the Supervisory Board   441 to 442

552 2008 ANNUAL REPORT

Contacts

Readers can address any comments and questions on this document to:

Analysts and Institutional Investors   Individual Shareholders  
In Paris, AXA Group   AXA Group  
Financial Communication Department   Individual Shareholder Communications  
25, avenue Matignon - 75008 Paris - France   25, avenue Matignon - 75008 Paris - France  
Tel.: + 33(0)140 75 57 00   Tel.: + 33 (0) 1 40 75 48 43 - Fax: + 33 (0) 1 40 75 59 54  
E-mail: infos.web@axa.com - Internet: www.axa.com   E-mail: actionnaires.web@axa.com - Internet: www.axa.com  
In New York, AXA Financial      
Financial Communication Department      
1290, avenue of the Americas      
New York, NY 10104 - USA      
Tel.: + 1 212 314 2902 - Fax: + 1 212 707 1805      

Realisation

DESIGN MEDIA

Annual Report 2008 - Document de Référence

This Annual Report is also available on the Company's website at www.axa.com.