20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
[  ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-14410

AXA

(Exact name of Registrant as specifed in its charter)

N / A

(Translation of Registrant’s name into English)

The Republic of France
(Jurisdiction of incorporation or organization)

25, avenue Matignon - 75008 Paris - France

(Address of principal executive offices)

Denis Duverne, Chief Financial Officer and Member of the Management Board

email: denis.duverne@axa.com

25, avenue Matignon - 75008 Paris - France

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12 (b) of the Act:

Title of each class:                        Name of each exchange on which registered:

Ordinary shares                                        New York Stock Exchange

American Depositary Shares (as evidenced by American Depositary Receipts),

each representing one Ordinary Share                        New York Stock Exchange

Securities registered or to be registered pursuant to Section 12 (g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2008 was: 2,089,158,169

Ordinary Shares of Euro 2.29 nominal value per share, including 90,498,617 American Depositary Shares (as evidenced by American Depositary

Receipts), each representing one Ordinary Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [X]                No [  ]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes [  ]                    No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)

has been subject to such filing requirements for the past 90 days.
Yes [X]               No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer [X]                Accelerated filer                   Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  [  ]                 International Financial Reporting Standards as issued by the International Accounting Standards Board [X]

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has

elected to follow.
Item 17  [  ]                  Item 18 [X]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [  ]                 No [X]

Table of contents:

ITEM	Page in this Form 20-F
Presentation of Information		1
Exchange Rate Information		2
Special Note Regarding Forward-Looking Statements		2
PART I
Item 1	Identity of Directors, Senior Management and Advisers	4
Item 2	Offer Statistics and Expected Timetable	4
Item 3	Key Information	4
Item 4	Information on the Company	5
Item 4A	Unresolved Staff Comments	5
Item 5	Operating and Financial Review and Prospects	6
Item 6	Directors, Senior Management and Employees	83
Item 7	Major Shareholders and Related Party Transactions	83
Item 8	Financial Information	83
Item 9	The Offer and Listing	83
Item 10	Additional Information	83
Item 11	Quantitative and Qualitative Disclosures about Market Risk	84
Item 12	Description of Securities other than Equity Securities	84
PART II
Item 13	Defaults, Dividend Arrearages and Delinquencies	85
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	85
Item 15	Controls and Procedures	85
Item 16A	Audit Committee Financial Expert	87
Item 16B	Code of Ethics	87
Item 16C	Principal Accountant Fees and Services	87
Item 16D	Exemptions from the Listing Standards for Audit Committees	89
Item 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	89
Item 16F	Change in Registrant’s Certifying Accountant	90
Item 16G	Corporate Governance	91
PART III
Item 17	Financial Statements	F-1
Item 18	Financial Statements	F-1
	Schedule : Parent Company Financial Statements	S-1
Item 19	Exhibits	E-1
Signatures		SS-1

Presentation of Information

This Annual Report on Form 20-F has been filed with the United States Securities and Exchange Commission (referred
to hereafter as the “US SEC” or “SEC”).

In this Annual Report on Form 20-F, unless provided otherwise, the “Company”, “AXA” or “AXA SA” refers to AXA, a
Société 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 consolidated
subsidiaries. The Company’s ordinary shares are referred to in this Annual Report on Form 20-F 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 on Form 20-F as “Euronext Paris”. The Company’s American
Depositary Shares and American Depositary Receipts are referred to in this Annual Report on Form 20-F as “ADSs”
and “ADRs
48;, respectively. The ADSs and ADRs are listed on the New York Stock Exchange (referred to in this Annual
Report on Form 20-F as “NYSE”). Each ADR evidences one ADS which, in turn, represents one AXA ordinary share.

This Annual Report on Form 20-F incorporates by reference specific portions of AXA’s home country 2008 Annual
Report to Shareholders (the “AXA Group 2008 Annual Report”) which was furnished to the SEC on a Form 6–K on
March 27, 2009. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with such
portions of the AXA Group 2008 Annual Report incorporated by reference herein. Those portions of the AXA Group
2008 Annual Report incorporated by reference in this Form 20-F are included herein as Exhibit 15(b). The AXA Group
2008 Annual Report has been furnished to the SEC for information purposes only and the AXA Group 2008 Annual
Report is not filed with the SEC except for such specific portions as are expressly incorporated by reference in this
Annual Report on Form 20-F.

Item 18 of this Annual Report on Form 20-F incorporates by reference AXA’s consolidated financial statements for
the years ended December 31, 2008, 2007 and 2006 from the AXA Group 2008 Annual Report (Part V “Consolidated
Financial Statements”). These financial statements have been prepared in accordance with International Financial
Reporting Standards (referred to in this Annual Report on Form 20-F as “IFRS”) and interpretations from the International
Financial Reporting Interpretations Committee (referred to in this Annual Report on Form 20-F as “IFRIC”) 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, AXA’s consolidated financial statements also comply with IFRS as issued by th e
International Accounting Standards Board (“IASB”).

Various amounts in this Annual Report on Form 20-F and in the AXA Group 2008 Annual Report are shown in millions
for presentation purposes. Such amounts have been rounded and, accordingly, may not total. Rounding differences
may also exist for percentages.

Exchange Rate Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part I, Section 1.2 page 1.

Special Note Regarding
Forward-Looking Statements

This Annual Report on Form 20-F and other publicly available documents concerning AXA may include, and AXA’s
officers and representatives may from time to time make, statements which may constitute “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are not
historical facts but instead represent AXA’s belief regarding future events, many of which, by their nature, are inherently
uncertain and outside of AXA’s control.

These statements may address, among other things, AXA’s financial condition, results of operations and business,
including its strategy for growth, product development, regulatory approvals, market position, embedded value, new
business value, combined ratio, reserves and similar matters. All statements other than statements of historical facts
are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future
expectations that are based on management’s current views and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to differ materially from those expressed
or implied in such statements, including those risks and uncertainties discussed elsewhere in this Annual Report on
Form 20-F and in AXA’s other public filings, press releases, oral presentations and discussions. Forward-looking
statements include, among other t hings, discussions concerning the potential exposure of AXA to market risks, as well
as statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions,
including statements with respect to AXA’s Ambition 2012 project and the objectives, financial and other, associated
with that project. Forward-looking statements in this Annual Report on Form 20-F are identified by the use of the
following words and other similar expressions, among others:

– “anticipate”	– “would”
– “believe”	– “objectives”
– “outlook”	– “could”
– “probably”	– “estimate”
– “project”	– “expect”
– “risks”	– “goals”
– “seek”	– “intend”
– “should”	– “may”
– “target”	– “shall”

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The following factors, among others, could affect the future results of operations of AXA and could cause those results
to differ materially from those expressed in the forward-looking statements included in this Annual Report on Form 20-F:

– market risks including those related to (a) financial market volatility, stock market prices, fluctuations in interest rates,
and foreign currency exchange rates, (b) illiquidity in the credit markets, (c) counterparty credit risks, (d) adverse<

developments that may affect the value of AXA’s investments and/or result in investment losses and default losses,

(e) the use of derivatives and AXA’s ability to hedge effectively, (f) sustained elevated inflation rates, and (g) continued

adverse conditions and potential further negative developments in the economies in AXA’s major markets;
– the financial and claims-paying ability ratings of AXA’s insurance subsidiaries, as well as AXA’s credit rating and ability

to access adequate financing to support its current and future business;
– changes in policies of central banks and/or governments;
– the intensity of competition from other financial institutions including institutions that have received government

support, directly or indirectly, through capital injections, asset purchases, guarantees or other means;
– AXA’s experience with regard to mortality and morbidity trends, lapse rates and policy renewal levels relating to its

Life & Savings operations, which may also include health products;
– the frequency, severity and development of Property & Casualty claims and policy renewal rates relating to AXA’s

Property & Casualty business;
– re-estimates of AXA’s reserves for future policy benefits and claims;
– AXA’s ability to develop, distribute and administer competitive products and services in a timely, cost-effective

manner and its ability to develop information technology and management information systems to support strategic

goals while continuing to control costs and expenses;
– AXA’s reputation and brand recognition in the marketplace;

– AXA’s relationships with regulatory authorities in the various markets where it does business;
– the effect of litigation or changes in laws and regulations on AXA’s businesses, including changes in tax laws affecting

insurance and changes in accounting and reporting practices;
– the costs of defending litigation, the risk of unanticipated material adverse outcomes in such litigation and AXA’s

exposure to other contingent liabilities;
– force majeure, terrorist attacks, events of war and their respective consequences;
– adverse political developments around the world, particularly in the principal markets in which AXA and its subsidiaries

operate;
– the occurrence, frequency and severity of natural disasters, pandemic diseases and other catastrophic events;
– the performance of others on whom AXA relies for distribution, investment management, reinsurance and other

services; and
– the effect of any pending or future mergers, acquisitions or disposals, AXA’s ability to successfully integrate previously

acquired businesses and its ability to achieve anticipated synergies from these acquisitions.

The above factors are in addition to those factors discussed elsewhere in this Annual Report on Form 20-F including
matters discussed under the following sections: Item 3 “Key Information – Risk Factors”; Item 4 “Information on the
Company – Additional Factors which may affect AXA’s Business”; Item 5 “Operating and Financial Review and Prospects”;
Item 11 “Quantitative and Qualitative Disclosures About Market Risk” and Item 18 “Financial Statements”.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at
the date of the particular statement. AXA does not intend to, and undertakes no obligation to (and expressly disclaims
any such obligations to), update publicly or revise any forward-looking statement as a result of new information, future
events or otherwise. In light of these risks, AXA’s results could differ materially from the forward-looking statements
contained in this Annual Report on Form 20-F and/or in other publicly available documents concerning AXA or
statements made by AXA’s officers and representatives from time to time.

3

Part I

Item 1. Identity of Directors,
Senior Management and
Advisers

Not applicable

Item 2. Offer Statistics and
Expected Timetable

Not applicable

Item 3. Key Information

A–SELECTED

CONSOLIDATED FINANCIAL DATA

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part II, Section 2.1 pages 4 to 8 (“Selected Consolidated Financial Data”, “Exchange rate information”, “Information
on Euro Noon Buying Rates”, and “Dividends”), and Part V, Note 26 to the Consolidated Financial Statements page
401.

B–CAPITALIZATION
AND INDEBTEDNESS

Not applicable

C–REASONS

FOR THE OFFER AND USE OF PROCEEDS

Not applicable

4

D–RISK FACTORS

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.1 “Risk factors” pages 192 to 205 and Part II, Section 2.2 “Additional factors which may affect AXA’s
business” pages 40 to 46.

Item 4. Information on the
Company

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part II, Section 2.2 “Information on the Company” pages 9 to 46. Please note that the following non-GAAP measures
presented in the tables on pages 18 and 22 of the AXA Group 2008 Annual Report are not incorporated by reference
into this Form 20-F: “Annual Premium Equivalent”, “New Business Value”, “Underlying Earnings” and “Adjusted
Earnings”.

Please see Note 14.3 in AXA Group’s consolidated financial statements incorporated by reference herein from
AXA Group 2008 Annual Report, Part V (pages 230 to 412) related to reconciliation of Property & Casualty insurance
claims and claim adjustment expenses for each of the years in the three years ended December 31, 2008.

Item 4A. Unresolved Staff
Comments

None

5

Item 5. Operating and Financial
Review and Prospects

You should read the following discussion and analysis together with AXA’s audited consolidated financial statements
and the related Notes included in Item 18 of this Annual Report on Form 20-F.

The audited consolidated financial statements have been prepared in accordance with IFRS as issued by the
International Accounting Standards Board (IASB). Such financial statements also comply with IFRS as adopted by the
European Union as described in Note 1 to the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F.

Certain information discussed below and elsewhere in this Annual Report on Form 20-F includes forward-looking
statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” provided
at the beginning of this Annual Report on Form 20-F and Item 3 “Key information – D - Risk Factors” for a discussion
of important factors that could cause actual results to differ materially from the results described in or implied by the
forward-looking statements contained in this Annual Report on Form 20-F.

This discussion and analysis also 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
presented at the end of this Item.

OVERVIEW

The Operating and Financial Review and Prospects item provides certain information on markets for the current year
and a discussion and analysis of AXA’s operating performance for the years ended December 31, 2008, 2007 and
2006 as reported under IFRS as follows:

- The information on the market conditions applicable to the year ended December 31, 2008, with a focus mainly on

the financial market and insurance market conditions for the main countries in which AXA operates.
- A summary of the main operating highlights of the year specific to AXA, including a summary of the principal

acquisitions and disposals and capital transactions that occurred during the year, as well as any important events

subsequent to December 31, 2008.
- An overview of critical accounting policies, setting out the accounting policies that require the use of significant

assumptions and estimates in the preparation of the consolidated financial statements.

The “consolidated operating results” section is based on IFRS consolidated financial statements and is composed of

two main parts:

(i) Consolidated revenues for the Group and by operating segment for the year ended December 31, 2008 compared

to the year ended December 31, 2007, and for the year ended December 31, 2007 compared to the year ended

December 31, 2006; and

6

(ii) Consolidated results for the Group and by operating segment for the year ended December 31, 2008 compared
to the year ended December 31, 2007, and for the year ended December 31, 2007 compared to the year ended
December 31, 2006. In addition, specific commentary and analysis are provided for each segment, (i.e. Life &
Savings, Property & Casualty, International Insurance, Asset Management and Banking, as well as the Holdings and
Other Companies segment), and investment results are provided for each insurance operating segment.

Additional information is provided in the “Liquidity and Capital Resources” section, describing AXA’s operating sources
and uses of funds, solvency margin requirements, supplementary information on contractual obligations and specific
information relating to off-balance sheet arrangements, and consolidated cash-flows.

INSURANCE AND ASSET MANAGEMENT
MARKETS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 “Insurance and Asset
Management Markets” pages 47 to 51.

MARKET CONDITIONS IN 2008

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 “Financial market conditions in
2008” pages 52 and 53.

For information purposes and in respect of AXA’s principal non-Euro-based operations, the analysis below provides an
indication of the impact of foreign currency fluctuations on total revenues’ growth.

For operations denominated in:	U.S. $	British Pound	Japanese Yen	Swiss Franc
Gross Revenues growth in original currency (2008 vs. 2007)	–9.9%	–5.0%	–7.0%	3.1%
Foreign exchange impact	–6.2%	–13.4%	–1.7%	3.6%
Gross Revenues growth in Euro (2008 vs. 2007)	–16.0%	–18.4%	–8.7%	6.7%

In addition, AXA provides on a regular basis certain period-to-period comparisons calculated on a comparable basis
to eliminate the effects of (i) changes in foreign exchange rates (constant exchange rate basis), (ii) changes in AXA’s
scope of consolidation resulting from acquisitions, disposals and business transfers (constant structural basis), and (iii)
changes in accounting principles (constant methodological basis).

Additional information about the impact of foreign currency fluctuations on shareholders’ equity is provided in Note 13
to the consolidated financial statements, included in Item 18 of this Annual Report on Form 20-F.

7

DECEMBER 31, 2008 OPERATING
HIGHLIGHTS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 "Operating Highlights"
pages 54 to 58.

EVENTS SUBSEQUENT TO DECEMBER 31,
2008

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, section 2.3 "Events subsequent to
December 31, 2008" page 59.

CRITICAL ACCOUNTING POLICIES

The accounting principles used in the preparation of the Consolidated financial statements in accordance with IFRS
as issued by the IASB are set out in Note 1 to the Consolidated financial statements in Item 18 of this Annual Report
on Form 20-F. As it relates to the Consolidated financial statements included in this Form 20-F there is no difference
between IFRS as adopted by the European Union and IFRS as adopted by the International Accounting Standard
Board ("IASB").

The Group no longer provides reconciliation of its Consolidated financial statements prepared under IFRS as issued by
the IASB to U.S. GAAP, as allowed by the SEC's Release No. 33-8879, Acceptance from Foreign Private Issuers of
Financial Statements Prepared in Accordance with International Financial Reporting Standards without Reconciliation
to U.S. GAAP, and the related amendments to the SEC rules and Form 20-F.

Certain of AXA's accounting policies under IFRS require the use of estimates and assumptions that may involve
a significant degree of judgment and which affects amounts reported in AXA's Consolidated financial statements.
Management applies judgment for complex transactions that may require estimates about matters that are inherently
uncertain. These estimates may be based on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Consequently, actual experience or current estimates could differ significantly
from the previous estimates due to changes in assumptions and financial market or economic or other conditions. Such
differences are reflected in the financial statements if material and impact AXA's financial results and conditions. These
estimates and related judgments are common in the insurance and financial services industries.

The accounting policies deemed critical to AXA's operational results of operations and financial position, in terms of
materiality and the degree of judgment and estimation involved, are summarized below. The statements below contain
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act. See "Special Note
Regarding Forward-looking Statements" included at the beginning of this Annual Report on Form 20-F.

8

Scope of consolidation

Under IFRS, the scope of consolidation includes AXA SA and its subsidiaries, associates and investments in joint
ventures (see Note 1 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F).
The existence and effect of potential voting rights that are currently exercisable or convertible are also considered when
assessing whether AXA controls another entity.

The Group’s approach for the determination of entities to be included in the scope of consolidation is based on an
analysis of the concept of control. The concept of control is used as the basis for consolidation of all entities, including
consolidation of Special Purpose Vehicles (SPVs), also referred to as Special Purpose Entities (SPEs). Control is the
power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Entities that are controlled in substance, even without the majority of voting rights, are also consolidated. In this regard,
the determination of the scope of consolidation involves some elements of judgment.

In particular, in the case of a SPE under SIC 12, control may exist when, in substance:

– the activities of the SPE are being conducted on behalf of AXA according to its specific business needs so that AXA

obtains benefits from the SPE’s operations;
– AXA has the decision-making powers to obtain the majority of the benefits of the SPE or, by setting up an “autopilot”

mechanism, AXA has delegated these decision-making powers;
– AXA has rights to obtain the majority of the benefits of the SPE and may be exposed to risks of the SPE; or
– AXA retains the majority of the residual or ownership risks related to the SPE or its assets.

The AXA Group scope of consolidation is reviewed twice a year. The review reconsiders the determination of entities to
be included in the scope of consolidation based on the analysis of the concept of control under IAS 27/SIC 12 for the
half year (June 30) and full year (December 31) closings. The analysis considers any changes or updates in the Group’s
power to govern the financial and operating policies of the entities so as to obtain benefits from its activities. The
reassessment is performed if there are changes to the vehicle structure, ownership, activities or other arrangements.
Examples of such typical triggers of reconsideration are:

- changes to the entity’s legal structure or governing agreements;

- changes in contractual arrangements of the entity;

- changes in ownership or equity holdings;

- changes in activities or decision making abilities; and

- other changes that may impact the Group’s ability to obtain benefits or its exposure to risks and losses.

In case of material arrangements with special purpose vehicules resulting in control of the SPV, such entities are
consolidated as disclosed in Note 2.2 of the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F. Non controlled investment funds are vehicules for which the Group’s shares in these funds do
not provide control and for which there is no material arrangement. Should the Group’s share in held non-controlled
investment funds remain unchanged, most of these funds would still be unconsolidated, with the held investment funds
shares being recognized on the balance sheet at fair value at the closing date.

The only scenarios under which the Group believes it would have to consolidate such entities relate to funds originated
by the Group’s asset management subsidiaries where AXA Group’s ownership interest is close to 50%. In such cases,
if market conditions were to improve such that fees received would become material, the Group could be considered
as having obtained control as defined by IAS 27/SIC 12 of these funds.

9

Given current market conditions and the nature of the Group activities (generally no securitization of AXA’s previously
held invested assets), there was no consolidation of additional off-balance sheet special purpose vehicles originated
by the Group during the period other than those driven by increases in the ownership interests held by the Group’s
entities.

Under IFRS, the consolidation methods are:

- the full consolidation method if AXA exercises an exclusive control;

- the proportionate method if AXA exercises a joint control;

- the equity method if AXA exercises a significant long-term influence.

Goodwill

Goodwill represents the excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent
liabilities acquired and is recorded as an asset in the balance sheet. Goodwill is considered to have indefinite useful
life and is, therefore, not amortized. AXA reviews goodwill when there is an indication that an impairment may have
taken place or, at a minimum, on an annual basis. A multi-criterion analysis is used in order to determine if there are
significant adverse changes (parameters include value of assets, future operating profits, market share). The possibility
of an impairment can be derived from events or changes in circumstances indicating that the carrying amount of
goodwill may not be recoverable.

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.

10

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.

Any impairment could reduce materially the recorded goodwill amount with a corresponding charge to earnings.

Information on goodwill, changes in goodwill and goodwill impairment is disclosed in Note 5 of the consolidated
financial statements included in Item 18 of this Annual Report on Form 20-F.

Investments

AXA’s principal investments for its insurance related assets are primarily in fixed maturity and equity securities. Under
IFRS, these securities are carried at fair value or amortized cost unless there is a need for impairment.

Under IFRS, investments are classified in the following categories depending on the intention and ability to hold the

invested assets:

– assets held to maturity, accounted for at amortized cost;

– loans and receivables accounted for at amortized cost;

– trading assets and assets designated (option) at fair value with change in fair value through profit and loss, the latter

referred to as the “fair value option”;

– available for sale assets accounted for at fair value with changes in fair value in shareholders’ equity.

Fair value measurement

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 notes to the financial statements.

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

11

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 generally 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 in the section below Financial assets recognized at fair value excluding derivatives.

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. For this purpose, 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
evolution of the widening of bid ask spreads.

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 market
dislocation. 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.

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 in the
section below Financial assets recognized at fair value excluding derivatives.

• 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 ass ets 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

12

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,…) based on quoted market prices for similar instruments or underlyings (index,
credit spread,…) 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 market may be evidenced by various factors, such as very large widening of bid ask spreads
which may be 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 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 si de 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 the section below, even when such techniques are based on a majority of observable
inputs.

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Financial assets recognized at fair value excluding derivatives

						(in Euro million)
	December 31, 2008		December 31, 2007		December 31, 2006
	Fair value determined directly by reference to an active market (1)	Fair value Assets not quoted in an active market/ No active market (2)	Fair value determined directly by reference to an active market (1)	Fair value Assets not quoted in an active market/ No active market (2)	Fair value determined directly by reference to an active market (1)	Fair value Assets not quoted in an active market/ No active market (2)
Financial assets held at fair value excluding
assets backing contracts where the financial
risk is borne by policyholders	193,648	153,930	306,639	67,153	320,090	58,830

Methods applied to determine the fair value of held assets measured at fair value in the financial statements are
described in the section above. The group applies the IAS 39 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.

Descriptions in the sections above and below provide information regarding the criteria retained in order to classify
prices provided by external pricing services. In all circumstances and in whichever category of the fair value hierarchy
they fall into, quotes provided by external parties are considered to be inputs from market participants. They represent
objective market sources provided by unrelated parties. The Group is responsible for determining the fair values of
securities carried at fair value. The scope of work generally performed when using data from outside parties include, but
is not limited to monthly analytical reviews of the prices against prior values entered into the systems, current pricing
statistics and trends, dispersion of the collected quotes. More work is performed with regard to proprietary models
than with respect to consensus prices, including, to the extent possible an understanding and evaluation of the various
pr icing methods used by third parties.

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 as an inherent characteristic of
the instrument or if the market is no longer active. As at December 31, 2008, a significant proportion of bonds (mainly
corporate bonds), although still measured using the same valuation sources (mainly quotes from external pricing

14

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.

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 represent 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 above, 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
premia 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 in 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.

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 external pricing services when setting their quotes, while such estimated look through exercize was not
performed at the date of issuance of December 31, 2007 financial statements

15

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, hi storical 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.

Impairment

An impairment loss is recognized if, based on specific facts and circumstances, it is probable that the Group will not
be able to recover all of the cost of an individual holding.

Under IFRS, AXA assesses at each balance sheet date whether there is objective evidence that a financial asset or a
group of financial assets is impaired. The assessment is based on a security-by-security evaluation and will depend
on, but will not be limited to:

– the length of time or the extent to which an unrealized loss position exists for equity securities,

– whether the issuer has been experiencing significant financial difficulties, and

– factors specific to an industry sector or sub-sector.

The level of impairment losses can be expected to increase when economic conditions worsen and decrease when
economic conditions improve.

For equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security
below its cost is considered in determining whether the securities are impaired. That is the case for equity securities
with unrealized losses for a continuous period of 6 months or more prior to the closing date or higher than 20% of the
carrying value at the closing date. If any such evidence exists for available for sale financial assets, the cumulative loss

16

– measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that
financial asset previously recognized in the income statement – is removed from shareholders’ equity and recognized
in the income statement. Impairment losses recognized in the income statement on equity instruments are not reversed
through the income statement until the asset is sold or derecognized.

For debt securities classified as held to maturity or available for sale, the impairment test related to a credit event is
performed at the individual level. If the test based on future cash flows discounted using the effective interest rate at
acquisition date indicates that there is objective evidence that the cost may not be recovered, the debt security needs
to be impaired. In this case, the charge recorded in the income statement is calculated based on i) for held to maturity
debt instruments, the recoverable amount equal to these future cash flows, ii) for available for sale debt instruments, the
current market value, representing the difference between the market value and the recorded value of the instrument
(less any impairment loss on that asset previously recognized). The impairment charge for debt securities is reversible in
future periods. If the identified risk is eliminated or improves, the valuation allowance may be reversed with t he amount
of the reversal recognized in the income statement.

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.

In general, assessing an issuer’s near-term prospects may be difficult and involve some reasonable judgments and
assumptions. The use of, and changes to, different methodologies and assumptions may have a material effect on
AXA’s consolidated operating results under IFRS. In addition, given current market conditions, 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, additional impairment charges may have to be recognized in the foreseeable future,
which could materially reduce future earnings.

See the AXA Group 2008 Annual Report, Part IV, Section 4.1 – Risk Factors – “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” on
page 195.

Investment risk factors

The fair values of investments are subject to market risks, such as interest rate, equity price, foreign currency exchange
risks, and credit risk.

Interest rate risk

The fair values of AXA’s fixed maturity investments, notes payable and other borrowings will fluctuate in response to
changes in market interest rates. Increases and decreases in prevailing interest rates generally result in decreases and
increases in fair values of those instruments. Fixed interest rate investments may be more sensitive to interest rate
changes than variable rate investments.

The table disclosed in Note 9.5 to the consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F presents the exposure of investments sensitive to either fair value or cash flow interest rate risks, with the
indication of whether the potential changes in the interest rate curves would impact the shareholders’ equity or the net
income of the Group, before the effects of hedges in place.

17

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18 of
this Annual Report on Form 20-F, quantitative sensitivities of the Group “Embedded Value” to interest risk. “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. “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 shareholders’ equity.

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 i.e. Property & Casualty, International Insurance, Asset Management and Banking. 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 cannot 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.

Additionally, fair values of interest rate sensitive instruments may be affected by the credit-worthiness of the issuer,
prepayment options, relative values of alternative investments, the liquidity of the instrument and other general market
conditions.

The table disclosed in Note 9.4 to the consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F shows the Group’s fixed maturities by type of issuer.

Equity Price Risk

The carrying values of investments subject to equity price risk are, in almost all instances, based on quoted market
prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in
the subsequent sale of an investment may differ significantly from the reported market value. Fluctuation in the market
price of a security may result from, among other things, perceived changes in the underlying economic characteristics
of the investee, the relative price of comparable investments and general market conditions.

The tables disclosed in Note 9.6 to the Consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F present the exposure of the Group to equity price risk and whether the potential fluctuations would impact
the shareholders’ equity or the net income of the Group. Furthermore, amounts realized in the sale of a particular
security may be affected by the relative quantity of the security being sold.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative sensitivities of the Group “Embedded Value” (as defined above) to
equity price risk.

18

Foreign Currency Exchange Risk

AXA's market risks associated with changes in foreign currency exchange rates affecting invested assets held by the
Group are concentrated in a limited number of portfolios of fixed maturities and equity securities denominated in foreign
currency. Most of them back policyholders' liabilities denominated in the same foreign currency. Those for which this
is not the case may be covered by foreign currency hedges.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative analyses of the sensitivities to foreign exchange risk of held assets
and liabilities denominated in a currency different from local currencies.

Credit Risk

Counterparty credit risk is defined as the risk that a third party in a transaction will default on its commitments.

1) Investment portfolios held by the Group's insurance operations (excluding assets backing unit-linked
products where the financial risk is borne by policyholders) as well as by banks and holding companies.

These portfolios give rise to counterparty credit risk through the bonds and derivative products held within them.

At December 31, 2008, the breakdown of the debt security portfolio (€305.5 billion, including €10.7 billion held through
with-profits funds) by rating was: 37% in AAA, 33% in AA, 19% in A, 8% in BBB, 2% in BB and lower, and 2% in
other.

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.

2) 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 billion excluding CMOs and ABS
held through with-profit funds) was: 23% in CLO, 15% in Consumer ABS, 12% in CDO, 21 % in Commercial MBS, 21 %
in Prime Residential, 7% in US Subprime & Alt-A, and 3% in Non conforming RMBS.

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).

19

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).

3)  Breakdown of the ABS portfolio by rating.

At December 31, 2008, the breakdown of the total value by rating of the ABS portfolio was: 60% in AAA, 9% in AA,
13% in A, 11 % in BBB, 2% in high yield, and 4% in NR/equity.

At December 31, 2007, the breakdown of the total value 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 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 in the income statement and €-0.3 billion 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).

4)  Receivables from reinsurers resulting from reinsurance ceded by AXA.

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: 9%
in AAA, 43% in AA (at December 31, 2008, the AA rating portion of 43% included 7% for Swiss Re; Swiss Re rating
was downgraded by Standard & Poor's to A+ on February 18, 2009), 25% in A, 2% in BBB, 1% in high yield, and
20% in other.

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.

20

Derivative Instruments

AXA enters into derivative transactions primarily to reduce the exposure to market risk and in conjunction with asset/
liability management. In addition, as part of its investment and credit risk management activities, the Group 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.

The fair value of exchange traded derivative contracts is based on independent market quotations, whereas the fair
value of non-exchange traded derivative contracts is based on either widely accepted pricing valuation models which
use independent third-party data as inputs or independent third-party pricing sources.

When derivatives meet specific criteria, they may be designated as accounting hedges and accounted for as fair value
hedge, cash flow hedge, net investment hedge, or standalone derivatives at fair value.

When a derivative is designated as an accounting hedge, the hedging relationship, risk management objective and
strategy are formally documented. The documentation identifies the hedging instrument, the hedged item, the nature
of the risk being hedged and the assumptions used to assess how effective the hedging instrument is in offsetting the
exposure to changes in the hedged item's fair value attributable to the hedged risk. In the case of a cash flow hedge,
this documentation includes the exposure to changes in the hedged transaction's variability in cash flows attributable
to the hedged risk. At each reporting date, a test is performed to verify that the hedging instrument continues to be
highly effective in offsetting the hedged risk.

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. The distinction between cash equivalent and invested
assets, especially in insurance companies, may involve judgement and the liquidity and volatility of given instruments
may evolve over time.

Liabilities arising from insurance and
investment contracts

Life Reserves

Life reserves arising from insurance and investment contracts are the largest liabilities in AXA's consolidated financial
statements (70% of total liabilities excluding shareholders' equity at December 31, 2008), representing the amounts
payable under policyholders' contracts. The Group issues contracts that transfer insurance risk or financial risk or
both. Insurance contracts are those contracts that contain significant insurance risk. Such contracts may also transfer
financial risk from the policyholders to the insurer. Investment contracts are those contracts that have financial
risk with no significant insurance risk. Both types of contracts may contain a discretionary participating feature. In

21

accordance with IFRS 4, insurance and investment contracts with a discretionary participating feature are accounted
for under previous accounting policies provided certain conditions are met. Investment contracts with no discretionary
participating feature are accounted for under IAS 39.

Life reserves include unit-linked liabilities with financial risk borne by policyholders (21% of total liabilities excluding
shareholders' equity at December 31, 2008). The core liabilities linked to these contracts are estimated on the basis of
the fair value of assets held to back these policies and policyholders carry financial risk in full, except when guaranteed
minimum death benefits ("GMDB"), guaranteed minimum income benefits ("GMIB") and/or Withdrawal for Life benefits
("GMWB") features are attached to these contracts.

A significant risk of GMDB, GMIB and/or GMWB features to AXA is that protracted under-performance of the financial
markets could result in benefits being higher than accumulated contract-holder account balances. 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 involve numerous estimates and
management judgments, including those regarding expected rates of return and volatility, contract surrender rates,
mortality experience, and, for GMIB, election rates. There can be no assurance that ultimate experience will match
management's estimates.

In addition to providing for risk through establishing reserves, AXA also manages 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 amount
accumulated within their contract will be able 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 involve 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 ultim ate 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 declines in the interest rate environment.

Non unit-linked liabilities include traditional life insurance contracts, immediate annuities and health insurance contracts.
Generally, amounts are payable over an extended period of time and the profitability of the products is dependent on
the pricing of the products. The principal assumptions used in pricing these policies and in the establishment of liabilities
for future policy benefits are mortality, morbidity, expenses, policy lapse and surrender rates, investment returns,
interest crediting rates to policyholders and inflation. Differences between the actual experience and assumptions used
in pricing the policies and in the establishment of liabilities result in variances in profit and could result in losses.

Long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses
are used when establishing the reserve for life-contingent contract benefits. Discount rate assumptions are determined
at the time the policy is issued based upon prevailing technical rates used in pricing for most contracts (see below in
section "Discount rates - Life and Non life reserves" a table presenting the average discount rates used). Mortality,

22

morbidity and policy termination assumptions are based on the respective local regulations and when these are
assessed to be inadequate, the Group adjusts the assumptions based on experience.

Liquidity needs can be affected by fluctuations in the level of surrenders, withdrawals and guarantees to policyholders
in the form of minimum income benefits or death benefits, particularly on variable annuity business.

The following risks generally apply:

-   Interest rate risks:

•   A rise in bond yields reduces the value of bond portfolios, which may lead to a liquidity risk in these portfolios
or a real loss of value if the rise in yields is related to a rise in inflation.

•   Lower yields on fixed-income investments increase the value of bond portfolios, and, therefore, present risk
for certain contracts that provide guaranteed rates. On the other hand, a prolonged period of low yields
would have an impact on the pricing of these products. These types of risks are monitored by ALM (Asset
/ Liabilities Management) techniques.

- Foreign-exchange rate risk: commitments in foreign currencies are largely backed by assets in the same currencies,
or partially hedged.

-   Inflation is a risk (more specifically in the Property & Casualty business), since it increases the compensation payable
to policyholders, with the effect that, if it is not adequately taken into consideration, actual claims payments may
exceed the reserves set aside. This risk is particularly significant for long-tail businesses.

Liabilities arising from insurance and investment contracts also include liabilities arising from policyholder's participation.
In addition to participation irrevocably recognized in accordance with contractual and statutory obligation, this liability
notably includes the share of realized gains and losses arising from financial securities designated as available for sale
category which would be attributed to policyholders to the extent they participate in such gains and losses on the basis
of contractual or statutory obligations when realized.

The costs of acquiring new and renewal business that vary with and are primarily related to the production of new
business related to insurance and investment contracts with a discretionary participating feature under IFRS (based on
previous accounting principles) are specifically identified and deferred by establishing an asset, referred to as deferred
policy acquisition costs ("DAC"). The extent to which acquisition costs are deferred is a significant factor in that
business' reported profitability in any given period. In addition, and in respect of in-force business related to insurance
and investment contracts with a discretionary participating feature acquired in a business combination, the present
value of future profits attributable to that business is recorded at acquisition date, and is named Value of Purchased
Life Business in Force ("VBI"). In principle, the value of related policyholders' liabilities at the date of acquisition net of
VBI represen ts the estimated fair value of such business on such date as defined by market practice under previous
accounting policies still in use under IFRS 4. The amount of VBI calculated will depend on assumptions used to estimate
the future profitability of the contracts acquired including the discount rate used. In respect of amortization of DAC and
VBI on insurance and investment contracts with a discretionary participating feature under IFRS, the amortization may
be affected by changes in estimated gross profits or margins principally related to fees, investment return, mortality
and expense margins, lapse rates, and anticipated surrender charges. Should revisions to estimated gross profits or
margins be required, the effect is reflected in earnings in the accounting period in which the assumptions are revised.
Recoverability is assessed at least on an annual basis.

With respect to investment contracts with no discretionary participating features under IFRS, an asset may be
recognized representing the contractual right to benefit from providing investment management services under certain

23

conditions: limited to incremental costs, provided they can be identified separately, measured reliably and it is probable
that they will be recovered.

The amortization may be affected by changes in estimated gross profits under IFRS (previous GAAP). Given current
market conditions, 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, additional estimated gross profits under IFRS
may have to be revised in the foreseeable future, which could result in acceleration of DAC and VBI amortization and
materially reduce future earnings.

In accordance with IFRS 7, the Group discloses in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F quantitative sensitivities of the Group "Embedded Value" (as defined previously in
the investment risk factors section) to interest risk and equity price risk.

Non-life reserves

AXA's liabilities also include non-life reserves (9% of total liabilities excluding shareholders' equity at December 31,
2008). The Property & Casualty claims reserves are determined on a basis to cover the total cost of settling an insurance
claim. With the exception of disability annuities and workers' compensation liabilities that are deemed structured
settlements, the claims reserves are not discounted. The claims reserves include the claims incurred and reported in the
accounting period, claims Incurred But Not Reported ("IBNR") in the accounting period along with reserves not enough
reported ("IBNER - Incurred But Not Enough Reported) and costs associated with the claims settlement management.
The claims reserving is based upon estimates of the expected losses for all lines of business: reported reserves are
measured file by file by the claims department, additional reserves for IBNR and IBNER are assessed through various
statistical and actuarial methods. The full process takes into consideration appropriate judgment on the anticipated level
of inflation, regulatory risks and the trends in cost and frequency of claims, actual against estimated claims experience,
other known trends and development, and local regulatory requirements. Calculations are initially carried out locally by
the technical departments in charge and are then reviewed by local risk management teams. In addition to the reviews
performed at entity level or, eventually, by the local supervisory authorities, Group Risk Management has an annual
review program to ensure the validity and coherence of the models used in the Group in accordance with actuarial
principles and accounting rules in force.

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. AXA establishes its gross insurance liabilities, or
claims reserves, by product, type of insurance coverage and year, and charges them to income as incurred.

Claims reserves (also referred to as "loss reserves") fall into two categories as follows:

- Reserves for reported claims and claims expenses. These reserves are for outstanding claims which have not yet
been settled and are generally based on undiscounted estimates of the future claims payments that will be made in
respect of the reported claims, including the expenses relating to the settlement of such claims; and

- Reserves for incurred but not yet (or not enough) reported ("IBN(E)R") claims and claims expenses. IBNR reserves are
established on an undiscounted basis, to recognize the estimated cost of losses that have occurred but have not yet
been notified to AXA. These reserves, like the reserves for reported claims and claims expenses, are established to
recognize the estimated costs, including the expenses associated with claims settlement, necessary to bring claims
to final settlement.

24

The amount of IBNR is calculated as the difference between the estimated ultimate unpaid liability and the reserves for
reported claims. Ultimate unpaid liabilities are calculated by actuaries for each material line of business according to
the methods described below.

The initial estimation of the original gross claims reserve is based on information available at the time the reserve was
originally established. However, claims reserves are subject to change due to the number of variables that affect the
ultimate cost of claims, such as: (i) developments in claims (frequency, severity and pattern of claims) between the
amount estimated and actual experience, (ii) changes arising from the occurrence of claims late in the financial year for
which limited information may be available at year-end, (iii) judicial trends and regulatory changes, and (iv) inflation and
foreign currency fluctuations.

When assessing claims reserves, actuaries do not rely on one individual calculation but use many methods such as:

- Triangle development methodologies (e.g., Chain-Ladder or Link Ratio) in which historical loss patterns are applied to
actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) for
an accident year or a report year to create an estimate of how losses are likely to develop over time.

- "A priori assumptions methods" (e.g., Expected loss ratio).

- Mixed methods (e.g., Bornhuetter-Ferguson, Cape Cod).

- Exposure methods and frequency and severity estimations.

Based on both internal and common industry best practices, methods and assumptions are selected depending on data
availability, reported claims to date, local regulations, claims management practices, pricing, underwriting information
and the nature of the business or claims type (coverage type, large or normal claims, prior or recent accident year).
In order to obtain a single set of homogeneous claims, after statistical analysis and market considerations, several
assumptions are selected through discussions with claims managers, pricing actuaries and underwriters.

The assumptions used depend on economic, social and environmental factors as well as legislative and political
features which are key drivers of reserve variability and need to be assessed.

Data are aggregated at a more refined level of detail than line of business (e.g., by geography, distribution network, and
other factors depending on product features, local regulation and other factors) to obtain homogenous sets of claims
and ensure proper reserves analysis. As part of this process, actuaries will restate data where needed to ensure that
estimates are in line with underlying risks.

Coverage types are usually classified as either long tail or short tail, based on the average length of time between the
event triggering the claim and the final settlement of the claim (duration). However, the duration varies from one country
to another even for the same line of business depending on the entities' claims management, local market practices,
specific coverage existing under the local environment and type of products written.

The description below is intended to give an indication of some specific methods used by type of tail or lines of
business. Certain additional details are included for segments which require specific treatment.

a) Short tail business

For short tail business, claims are reported and settled quickly resulting in less estimation uncertainty. All the methods
mentioned above can apply. The main line of business which falls under this classification is Property.

25

This line of business includes motor own damage, commercial and personal property and can be exposed to natural
event claims, which are generally assessed through exposure, instead of development, techniques.

For all the other types of claims, the methods mentioned above are usually applied.

Due to local statutory specificities and some specific policies' extended coverage, the property sometimes aggregates
short-term business insurance with long tail ones (e.g. commercial liabilities), which cannot be assessed separately.
Property also includes local pools whose reserves are set separately on a local industry-consistent basis.

b) Long tail business

Due to its long duration ("time between the event triggering the claim and the final settlement of the claim"), this type
of business is exposed to greater estimation uncertainties and variability from one estimate to another, and is heavily
influenced by changes in claims management practices and change of local environment assumptions (e.g., increase of
indemnities, litigation). It is thus usual to perform a greater number of calculations, by using various techniques, various
scenarios and a range of assumptions.

More recent periods suffer from a lack of information (very small amount of claims paid or even incurred) and accordingly
development methods are usually not applicable for recent years.

BODILY INJURY (MOTOR AND LIABILITY)

Bodily injury claims reserves represent the most complex part in assessing motor and personal liability lines of business.
Such reserves are valued following the way individual cases are assessed depending on the nature of the cases and
their evolution. The impact of lump-sum payments against annuities is taken into account including the way both are
reported for financial statement purposes: claims reserves, temporary and definitive annuities.

With an increase in claims severity and litigation decisions, the input of legal and other experts is required, in addition
to actuarial expertise and methods.

ANNUITIES

Some workers' compensation and casualty coverage create annuities for individuals as a settlement. Many of the
annuity calculations are mandated by public authorities in terms of technical assumptions and, in any event, depend
on the relevant market.

In particular, the assumptions include technical discount rates and mandatory mortality tables that should be applied,
and, in many cases, have to be adjusted based on other parameters such as indemnity schemes for professional,
physical, moral factors, and third-party assistance.

THIRD-PARTY LIABILITY

These policies are usually subject to substantial loss development overtime as facts and circumstances change in the
years following the policy issuance. This line of business requires projection of various trends including future claims,
inflation, and judicial interpretations. Moreover, depending on practices in local markets, policies are not underwritten
on the same occurrence basis (e.g., on claim made or accident year basis). In those cases, actuaries will ensure that
estimates are consistent with insured liabilities over time.

This line of business requires a review of the different clauses of policies, as well as the local market exposures to social,
economical and jurisprudential trends. Reserves linked to specific liability business need to be set not only using AXA
subsidiaries' historical statistical experience but also based on market figures, trends and benchmarks.

26

CONSTRUCTION

As a result of multi-year exposure, reserves for construction insurance are subject, in various countries, to statutory
requirements including specific reserves for claims that are not yet incurred and additional reporting. Actuarial techniques
combining regular triangle analyses with severity and frequency analyses allow assessment of those reserves.

LOSS ADJUSTMENT EXPENSES (LAE)

The same general approach applies to claims expenses reserves (Loss Adjustment Expenses-LAE) which are also
assessed locally based on local cost allocation analysis and standard methods. Actuaries check on a regular basis if
such methods and corresponding assumptions are appropriate.

Reserve estimations

As mentioned above, actuaries analyze the main underwritten risks by distribution network and other factors to obtain
homogenous sets of claims and ensure proper reserves analysis in accordance with applicable accounting and
actuarial standards. The specific distinction varies locally depending on products features and local regulation.

Estimating the ultimate cost of claims and claims expenses is an inherently uncertain and complex process involving a
high degree of judgment and is subject to evaluation of numerous variables.

In addition to the matters discussed above, another general consideration is the size of the claims. Certain methods
require that segments take into account a homogeneous average cost of losses. All methods require that atypical large
losses are excluded from segments for forecast periods. Some large individual claims, such as natural events, industrial
property and liability claims, require specific estimation methods which need to be performed in conjunction with the
claims department (and catastrophe experts if needed).

Reserve estimations are performed on a local basis and the assumptions are set according to the local environment in
accordance with applicable accounting and actuarial standards. Local assumptions generally include:

- inflation assessment,

- legal trends (e.g., punitive damages), and

- impact of any deviation compared to average experience (e.g., weather conditions, economic environment).

All assumptions are highly dependent on the local environment.

While the Group ensures that the actuarial techniques are in line with the latest best practices observed internally and
in the industry, the Group believes that adoption of revised techniques should have no significant impact on reserve
development.

Since 2002, the amount of positive (or adverse) developments accounted at each year-end did not exceed plus 6%
(minus 6%) of the opening claims reserves (excluding the International Insurance segment).

Management believes that for the same scope of business and within a consistent framework for reserves review
organization and process, future positive or adverse development (accounted at each year-end) can be reasonably
expected to be between +6% and -6%. This range may, however, be exceeded under certain exceptional circumstances
(such as changes in the legal environment, very large claims or changes to the environment such as for the reinsurance
market, which may also change the Group's underwriting policy or strategy).

In line with the decentralized organization of the AXA Group, the local chief reserving actuary of each operating insurance
company is responsible for the assessment and setting of the claims reserves. An internal review is performed by

27

AXA's Risk Management organization. In addition, AXA Liabilities Managers is responsible for the management and
assessment of major run-off reserves. After discussing with claims managers, pricing actuaries, underwriters and local
management, several assumptions are selected for a single set of homogeneous claims. This discussion results in
a range of reasonable estimates. Considering the level of risk and uncertainties of future experience for each line of
business in the local environment, the Group records the best estimate within the range selected by the actuaries.

The methods and processes to set the various local assumptions used for the reserve calculation have been consistent
for the periods presented. During these periods, there have been no significant changes to key assumptions resulting
in any variation in reserve estimates which materially impacted the income statement, except as discussed in the
Operating and Financial Review and Prospects.

The Property & Casualty loss ratio reported for full year 2008 by the Group, as a result of the reserve setting process
described above, is presented in the following table by major lines of business.

Changes in the loss ratio may occur as the result of additional information related to claims which occurred prior to the
balance sheet date. When actual experience differs from the original estimation with respect to the variables discussed
above, including developments in claims, judicial trends and inflation, the Group re-estimates the corresponding loss
ratio. A change of 1 % in the loss ratio (under the assumption that all other factors are stable) would impact the technical
result of the Group (through reserve adjustments accounted for in future periods) as follows:

			(in Euro million)
Property & Casualty	Loss ratio for FY 2008	Impact on technical charges of changing the loss ratio
	in%	1%	-1%
Motor	72.2	(108)	108
Property	63.3	(65)	65
Liability	59.1	(21)	21
Health	75.3	(24)	24
Other	59.4	(42)	42
Total	67.1	(260)	260

Historically, similar movements in the loss ratio have been observed for the total non-life portfolio.

Non life intangible assets related to the future business

In a business combination, non-life insurance contracts may give rise to the recognition of customer intangible assets
relating to the new business to be underwritten with identified customers if such values can be measured reliably.
Such intangible assets, measured on the basis of new business values, mostly relate to expected renewals, based on
estimates about retention rates, and a set of assumptions, including the expected combined ratios as estimated at the
date of acquisition.

Discount rates - Life and Non life reserves

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 included in Item 18 of this Annual Report on Form 20-F.

28

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 disclosed in Note 14.9.2 to the consolidated financial statements included in Item 18
of this Annual Report on Form 20-F are weighted average rates for all the portfolios under consideration. For contracts
with guaranteed rates that are revised annually, rates are crystallized at the closing date.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative sensitivities of the Group "Embedded Value" (as defined previously in
the investment risk factors section) to interest risk and equity price risk.

Reinsurance

The Group uses reinsurance ceded as an element of its overall risk management program primarily to mitigate Property
& Casualty losses that may occur from catastrophes. Accordingly, its impact on the cash flows of the Group may vary
widely from one year to another, depending on the occurrence or declaration of related claims under this coverage.
However, the Group's consolidated financial position and results of operations are not significantly dependent on the
changes in the net result of reinsurance ceded as such changes are offset by corresponding changes in gross technical
charges.

In 2008 and 2007, the overall net impact of this activity to AXA was relatively small; approximately 5% of total Property
& Casualty premiums and liabilities were ceded as disclosed in Note 14 of the consolidated financial statements
included in Item 18 of this Annual Report on Form 20-F.

Since the 1980's, non-proportional reinsurance has been replacing traditional proportional reinsurance. The main
consequence of this long-term market trend to more coverage of peak and catastrophe risks has been an overall
reduction of premiums ceded to reinsurers, since non-proportional treaties generally cede less premiums than
proportional treaties.

Under the assumption that the reinsurance market has adequate capacity, the Group conducts actuarial analyses and
modelling of its ceded risks in parallel to the work done by reinsurers. As a result of these analyses, since 2002, the
Group has been able to retain additional levels of risk through an internal Group reinsurance pool (which would have
been otherwise ceded to external reinsurers). Due to the mutualisation of risk through the internal reinsurance pool, the
Group has been able to reduce the overall risks ceded to external reinsurers and purchase on the reinsurance market
a cover that is more effective than the incremental addition of local reinsurance covers through individual subsidiaries.
The level of catastrophe cover purchased by the Group (and particularly the main one covering European windstorms)
is adjusted every year according to the change in exposure of the Group.

29

Perpetual debt

Subordinated Perpetual debts and any related interest charges are classified in shareholders' equity or liabilities under
IFRS depending on contract clauses.

For a financial instrument (other than those that may or will be settled in the issuer's own equity instrument) to be
classified as a financial liability under IAS 32, the issuer must have a contractual obligation either:

- to deliver cash or another financial asset to the holder of the instrument, or

- to exchange financial assets or financial liabilities with the holder under conditions that are potentially unfavorable to
the issuer.

Given the complexity of certain instruments, there is an element of judgement when classifying such debts.

Employee benefits

AXA provides defined benefit pension plans in various forms covering eligible employees across its operations. There are
several assumptions that impact the actuarial calculation of pension plan obligations (the defined benefit obligation) and,
therefore, the pension and other benefits expense reflected in the financial statements. The pension and other benefits
expense is mainly the aggregation of the compensation cost or service component of benefits promised, interest cost
resulting from deferred payment of those benefits, and investment returns from assets dedicated to fund those benefits.
Each cost component is based on best estimates of long-term actuarial and investment return assumptions. The
assumptions used may differ from actual result due to changing financial market and economic conditions, changes
to terms and conditions of the plans, and longevity of participants. Actuarial gains and losses arising are recognized in
retained earnings under IFR S as a component of the SoRIE (Statement of Recognized Income and Expense).

Income tax

Deferred income tax assets and liabilities result from temporary differences between accounting and tax values of
assets and liabilities and from net operating tax loss carry forwards, if any. Net deferred tax assets on the balance sheet
are recognized only to the extent that it is probable that future taxable profit will be available. AXA evaluates all evidence
available to management in order to determine if a deferred tax asset is recognized. Given current market conditions,
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, future taxable profit may decrease leading to the derecognition of
deferred tax assets, reducing materially future earnings.

30

CONSOLIDATED OPERATING RESULTS

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.

The following commentary on segment contribution to AXA's consolidated gross revenues is based on financial data,
as detailed in Note 3 "Segmental Information" to the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F.

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

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 in this document means including acquisitions, disposals and business transfers, and
net of intercompany eliminations in both periods.

Consolidated gross revenues for the year ended December 31, 2008 reached €91,221 million, down 3%
compared to the year ended December 31, 2007.

Taking into account the restatements to comparable basis, mainly the impact of the 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.

31

Life & Savings

Life & Savings gross revenues were down 3%, or down 4% on a comparable basis, to €57,977 million net of
intercompany eliminations, (or €58,035 million before intercompany eliminations) mainly due to France, the United
States, the United Kingdom, and Japan, partly offset by Mediterranean and Latin American Region, Australia and
Switzerland.

France 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:

- a decrease in individual savings (-5%) which however, outperformed the market (estimated between -9% and
-11%);

- a decrease in Group Retirement (-30%) due to an exceptional volume of large contracts in 2007 not repeated in
2008;

-an increase in individual health (+15%) and in Protection Group insurance (+ 9%), both due to positive net
inflows.

United States 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%.

United Kingdom 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.

Japan 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;

32

-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.

Germany 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.

Switzerland gross revenues increased by €363 million (+9%) to €4,495 million. On a comparable basis, gross
revenues increased by €215 million (+5%):

- 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.

Belgium gross revenues decreased by €512 million (-17%) to €2,563 million. On a comparable basis, gross revenues
decreased by €513 million (-17%):

- 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.

Mediterranean and Latin American Region (Italy, Spain, Portugal, Greece, Morocco, Turkey and Mexico) 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 Flexiplus and Deposito Flexible) and by Accumulator sales in MPS (€167 million) partly offset by the lower
contribution from Index Linked products (€-163 million) in Italy.

Australia / New Zealand 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.

Hong Kong 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).

33

Property & Casualty

Property & Casualty gross revenues were up 4% to €26,039 million net of intercompany eliminations (or
€26,209 million before intercompany eliminations), or +3% on a comparable basis mainly driven by the 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 increase 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).

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) the 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) the 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
Property.

International Insurance

International Insurance revenues were down 20% to €2,841 million net of intercompany eliminations (or
€2,980 million before intercompany eliminations) 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.

34

Asset management

Asset management revenues decreased by 19% or -14% on a comparable basis to €3,947 million net of
intercompany eliminations (or €4,342 million before intercompany eliminations) driven by lower management fees
(-11 %) due to lower average Assets under Management (-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 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 %.

Assets Under Management 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 €296 million (-17%) or €236 million (-14%) on a comparable
basis 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 assets
under management remained stable.

Assets Under Management 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.

Banking

Net banking revenues were up 22% or +15% on a comparable basis to €412 million net of intercompany eliminations
(or €401 million before intercompany eliminations), 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).

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Consolidated gross revenues for the year ended December 31, 2007 reached €93,633 million, up 20% compared to
the year ended December 31, 2006.

Taking into account the restatements to comparable basis, mainly the impact of restating 2006 for Winterthur
(€13,401 million or -18.1 points) and the appreciation of the Euro against other currencies (€2,830 million or
+3.6 points, mainly from the Japanese Yen and U.S. Dollar), gross consolidated revenues were up 5% on a
comparable basis

Life & Savings

Life & Savings gross revenues were up 20%, or up 5% on a comparable basis, to €59,845 million net of intercompany
transactions, (or €59,879 million before the elimination of intercompany transactions), mainly driven by the United
States, Belgium, and France.

35

France gross revenues increased by €250 million (+2%) to €15,052 million with positive contribution of both
Individual and Group businesses. In Individual lines, the Accumulator-type product "Capital Ressources" was launched
in March 2007. Group business growth was largely driven by Life & Health while Group retirement remained stable
following a strong 2006 performance.

United States gross revenues increased by €854 million (+6%) to €16,244 million, on a reported basis. On a
comparable basis, gross revenues increased by €2,323 million (+15%):

-Variable Annuity premiums increased by 19%. First year Variable Annuity premiums increased by 22%, with
Wholesale channel Variable Annuity sales up 27%.

- Life premiums increased by 7%, including a 34% increase in first year Life premiums driven by strong Wholesale
channel growth due to strong Fixed Universal Life sales.

- Other revenues (mainly from mutual funds) were up 18% due primarily to higher Asset Management fees.

United Kingdom gross revenues increased by €336 million (+8%) to €4,628 million on a reported basis, of which
€73 million was due to the inclusion of Thinc (trading as Bluefin Advisory Services from December 31, 2008). On a
comparable basis, including Winterthur in both periods and excluding Thinc in 2007, gross revenues increased by
€26 million (+1%):

- Investment & Savings (80% of gross revenues) were down 2% largely due to lower volumes of Onshore Bond
business and Offshore cash sales.

-Life Insurance Premiums (20% of gross revenues) increased by 13% due to increased volumes of Creditor
Insurance single premiums and higher AXA Protection Account and direct business volumes.

Japan gross revenues increased by 2% to €5,116 million on a reported basis. On a comparable basis, and excluding
group pension transfers (€51 million versus €299 million last year), revenues increased by €254 million (+5%) to
€5,070 million, driven by:

-Life (42% of gross revenues): revenues decreased by 4% (€-88 million) to €2,140 million driven by lower
Endowment, Whole Life, Group Life and LTPA regular premiums (€-120 million), partially offset by higher
Increasing Term revenues (€+35 million) reflecting the inforce block growth following strong sales until its
discontinuation in March 2007.
-Health (26% of gross revenues): revenues increased by 18% (€+215 million) to €1,299 million due to higher
conversions following a one time 1Q07 program which upgraded selected old Medical Whole Life policies to more
recent product generations (€+78 million), and the move from lower margin Term products to more profitable
medical products (€+68 million). Winterthur's revenues increased by €68 million mainly driven by Cancer sales.

- Investment & Savings (32% of gross revenues excluding group pension transfers): revenues increased by
8% (€+127 million) to €1,631 million with higher revenues from the launch of the Accumulator type products
(€+540 million) and strong sales of other variable annuity products (€+55 million) being partially offset by (i)
€-316 million lower SPA revenues (US dollar-denominated variable annuity product) following strong "post-launch"
salaried salesforce sales in Q1-2006 and (ii) lower regular premium individual fixed annuities (€-132 million), this
product being no longer actively promoted as part of Bancassurance's transition to higher margin variable annuity
products.

Germany gross revenues increased by €2,520 million (+68%) to €6,201 million on a reported basis. On a comparable
basis, revenues decreased by €51 million (-1 %) mainly due to lower traditional endowment business and lower Group
business resulting from reduced share in medical councils as well as high single premium business in 2006. The
decline was partly offset by Investment & Savings both unit linked (especially "Twinstar" products) and non unit-linked
premiums ("WinCash" product) as well as continuous growth in Health.

36

Switzerland gross revenues reached €4,133 million. On a comparable basis, gross revenues decreased by €40 million
(-1%):

- Group Life decreased by €37 million (-1 %) to €3,423 million as 2006 recorded a non-recurring high level of
premiums related to the transfer of vested benefits on new contracts.

- Individual Life increased by €22 million (+3%) to €693 million, due to strong growth in unit-linked business
of €74 million (+190%) to €108 million whereas traditional business decreased by €52 million (-8%) to
€585 million.

Belgium gross revenues increased by €563 million (+22%) to €3,075 million on a reported basis. On a comparable
basis, gross revenues increased by €315 million (+11%) due to the increase in both Individual Life & Savings (+9%)
and Group Life & Savings (+22%).

- Individual Life & Savings revenues increased by 9% to €2,453 million driven by the growth of unit-linked products
(+48% to €432 million) with the reclassification of AXA Life Invest products from investment to insurance products
and the launch of TwinStar in September 2007, and non unit-linked products (mainly Crest 40) by 5% to €1,707
million. Traditional Life products decreased by 4% to €313 million.

-Group Life & Savings revenues increased by 22% to €619 million due to exceptional 2007 high production
(including a €63 million single premium contract).

Mediterranean and Latin American Region (Italy, Spain, Portugal, Greece, Turkey and Morocco) gross revenues
increased by 30% on a reported basis to €1,924 million. On a comparable basis (including Winterthur in Spain and
Alpha Insurance in Greece for both periods), revenues were down 5% (€-87 million) mainly due to (i) a non recurring
single premium in Spain, related to the outsourcing of pension funds, in 2006 (€-116 million), (ii) a lower amount
of activity with institutional clients (€-43 million), as well as (iii) a decrease on other non unit-linked individual saving
products (€-84 million) - such as Protezione Patrimonio or Flexiplus - driven by the current market interest rate trend,
which reduced the commercial attractiveness of these products, and due to a switch of new business towards a more
profitable business. These were partially offset by the higher sales of individual unit-linked products - mainly driven by
the new Accumulator product launched mid March in Spain and early June in Italy, increasing by €+151 million.

Australia / New Zealand gross revenues were up €131 million to €1,384 million (+7% on a comparable basis),
given:

- Revenues from mutual fund and advice business increased by €94 million (+23% on a comparable basis) to €367
million due to continuing growth in funds under management.

-Gross written premiums and fees increased by €37 million to €1,018 million (+2% on a comparable basis),
reflecting the impact of a shift from old to new style superannuation products that offset the growth in individual
Life & Savings. As a reminder, new superannuation products are now predominantly sold through the Summit
and Generations platforms and are thus accounted for on a fee basis - in contrast to old style superannuation
products that were treated as insurance contracts.

Hong Kong gross revenues were up €216 million (+21%) to €1,257 million on a reported basis. This included
€110 million from MLC and €236 million from Winterthur. On a comparable basis - excluding the impact of MLC
but including Winterthur in both periods and at constant exchange rates - gross revenues were up 4% reflecting
the successful launch of a new unit linked investment & savings type product for which only fee income rather than
premium contributions are accounted for in gross revenues.

37

Property & Casualty

Property & Casualty gross revenues were up 28% to €25,016 million net of intercompany transactions (or
€25,180 million before the elimination of intercompany transactions), or +4% on a comparable basis mainly driven by
United Kingdom & Ireland (+8% to €5,076 million), Mediterranean & Latin American Region (+5% to €5,276 million),
France (+3% to €5,330 million), and Germany (+2% to €3,506 million).

Personal lines (60% of P&C premiums) were up 5% on a comparable basis, stemming from both Motor (+5%) and
Non-Motor (+5%).

Motor revenues grew by 5% mainly driven by (i) the Mediterranean & Latin American Region up 8%, following new
product launches in 2006 and 2007 (mainly "Protezione al volante" in Italy and "Dynamic 2" in Spain) and new segmented
tariffs notably in Turkey, (ii) the United Kingdom & Ireland up 21 %, largely as a result of the new business written through
its Internet company, Swiftcover, which benefited from increased volumes through aggregator websites, (iii) Asia up
15% which confirmed its strong momentum, and partly offset by (iv) Germany (+1%), France (+0%) and Switzerland
(-1%), recording positive net new contracts in a context of softening markets.

Non-Motor revenues increased by 5% mainly driven by (i) the United Kingdom & Ireland (+9%) as a result of strong
performance in both Health and Travel businesses, (ii) the Mediterranean & Latin American Region (+6%) with positive
contribution of all business lines, and (iii) France and Germany, both up 2%.

Commercial lines (38% of P&C premiums) recorded a +2% growth on a comparable basis driven by both Non-Motor
(+2%) and Motor (+2%).

Motor revenues were up 2%, with strong growth (i) in Germany (+5%) due to a higher number of vehicles in the existing
fleets, (ii) in France (+2%) following increase in tariffs, and (iii) in the United Kingdom & Ireland (+5%), partly offset by
(iv) Mediterranean Region (-4%) due to a lower contribution from former Winterthur fleet rental business further to a
strategic decision, and (v) Belgium (-2%).

Non-Motor revenues were up 2%, with France (+7%) mainly driven by Construction and the United Kingdom &
Ireland (+3%) largely driven by Health, partly offset by Belgium (-4%) due to the non-renewal of some less profitable
contracts.

International Insurance

International Insurance revenues were down 4%, or up 7% on a comparable basis, to €3,568 million net of
intercompany transactions (or €3,703 million before elimination of intercompany transactions) attributable to both
AXA Corporate Solutions Assurance and AXA Assistance.

AXA Corporate Solutions Assurance revenues increased by €116 million (or +7%) to €1,805 million driven by
portfolio developments in Marine, Property, Motor and Construction.

AXA Assistance revenues increased by 13% on both reported and comparable bases to €699 million mainly due
to Home Serve business in the United Kingdom (€+27 million), increased premiums in Travel business in Germany
(€+15 million) and a good commercial performance in France.

38

Asset management

Asset Management revenues increased by 10% or+17% on a comparable basis to €4,863 million net of intercompany
transactions (or €5,283 million before elimination of intercompany transactions) driven by higher average Assets under
Management (+21% on a comparable basis), partly offset by lower performance fees at AllianceBernstein, especially
on hedge funds.

AllianceBernstein revenues increased by 6%, or 15% on a comparable basis to €3,130 million, largely due to higher
base fees (+25%, with +28% in institutional clients, +20% in retail clients and +24% in private clients) driven by higher
average assets under management (+21%), partly offset by lower performance fees (-66%), especially on hedge funds.
Other revenues (mainly distribution fees, institutional research and other fees) were up 10%.

Assets under management ("AUM") decreased by €0.7 billion to €543 billion, as the strong global net inflows of
€23 billion across all client categories (€13 billion from institutional clients, €4 billion from retail clients and €6 billion
from private clients) and the €37 billion market appreciation were offset by a negative €62 billion exchange rate
impact.

AXA Investment Managers revenues increased by 20% or 21% on a comparable basis to €1,732 million mainly
due to higher average assets under management. The favorable client and product mix evolution was offset by a slight
decrease in performance fees.

AUM increased by €64 billion to €548 billion from year-end 2006 (+13% on a reported basis). This variation was driven
by €5 billion Net New Money (including €5 billion from third-party institutional clients), €7 billion market appreciation
and €68 billion change in scope (mainly from the integration of Winterthur), partly offset by €-16 billion unfavorable
exchange rate variation.

Banking

Revenues were down 10% or -4% on a comparable basis to €339 million (or €374 million before elimination of
intercompany transactions), mainly attributable to AXA Bank Europe (Belgium) (-15% on a comparable basis to
€216 million) in the context of an unfavorable yield curve and higher refinancing costs following higher short term
interest rates.

39

Consolidated net income

The tables below present AXA's consolidated operating results and contribution to AXA's consolidated net income by
segment for the periods indicated.

(In Euro million)
	FY 2008	FY 2007	FY 2006 Restated(a)	FY 2006 Published
Gross written premiums	84,662	86,116	71,299	72,099
Fees and charges relating to investment contracts with no participating features	662	740	608	608
Revenues from insurance activities	85,324	86,857	71,907	72,707
Net revenues from banking activities	409	336	376	376
Revenues from other activities	5,488	6,441	5,684	5,693
Total revenues	91,221	93,633	77,966	78,775
Change in unearned premiums net of unearned revenues and fees	(321)	(612)	(452)	(476)
Net investment income(b)	21,762	17,470	14,184	14,461
Net realized investment gains and losses(c)	(173)	5,264	4,225	4,260
Change in fair value of financial instruments at fair value through profit & loss(h)	(51,994)	4,084	14,338	14,550
of which change in fair value of assets with financial risk borne by policyholders,(c)	(43,687)	7,476	15,158	15,370
Change in financial instruments impairment(d)	(5,663)	(927)	(192)	(194)
Net investment result excluding financing expenses	(36,068)	25,891	32,555	33,077
Technical charges relating to insurance activities(e)	(34,338)	(89,590)	(83,877)	(84,836)
Net result from outward reinsurance	(97)	(1,047)	(1,450)	(1,455)
Bank operating expenses	(59)	(57)	(78)	(78)
Acquisition costs	(8,653)	(8,705)	(7,108)	(7,191)
Amortization of the value of purchased business in force	(393)	(357)	(274)	(282)
Administrative expenses	(10,238)	(10,462)	(8,705)	(8,788)
Change in tangible assets impairment	(5)	2	18	18
Change in goodwill impairment and other intangible assets impairment	(126)	(148)	(12)	(12)
Other income and expenses	148	(397)	(518)	(511)
Other operating income and expenses	(53,761)	(110,760)	(102,004)	(103,135)
Income from operating activities before tax	1,070	8,152	8,066	8,241
Income arising from investments in associates - Equity method	21	13	34	34
Financing debts expenses(f)	(685)	(471)	(473)	(474)
Operating income before tax	406	7,695	7,626	7,801
Income tax(g)	830	(1,783)	(1,991)	(2,043)
Net operating result	1,236	5,911	5,635	5,758
Result from discontinued operations net of tax	-	480	123	-
Net consolidated income	1,236	6,391	5,758	5,758
Split between :
Net income Group share	923	5,666	5,085	5,085
Minority interests share in net consolidated income	313	725	673	673

(a)  In 2006, Restated means the restatement of the Netherlands' activities as discontinued operations.

(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.

40

Net Income

(in Euro million)
	Years ended December 31,
	2008	2007	2006	Variation 2008 / 2007
Life & Savings	(446)	2,899	2,957	(3,345)
Property & Casualty	926	2,218	1,977	(1,292)
International Insurance	103	243	244	(140)
TOTAL Insurance	583	5,360	5,178	(4,777)
Asset Management	396	588	610	(191)
Banking	(38)	6	10	(43)
Holdings and other companies	(19)	(287)	(712)	269
TOTAL	923	5,666	5,085	(4,743)

Analysis of investment result

The following table summarizes the net investment results for the periods indicated.

													(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 excluding financing expenses
(Years ended December 31)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008(b)	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008(b)	2007	2006 Restated (a)
Investment properties	810	787	789	520	1,160	698	(685)	(541)	384	(137)	(38)	38	508	1,369	1,909
Debt securities	13,373	12,678	10,558	(821)	(245)	127	(4,509)	(1,483)	(1,331)	(1,076)	(390)	(78)	6,967	10,560	9,274
Equity securities	1,577	2,028	1,534	(594)	5,056	3,269	(5,230)	(1,914)	1,031	(3,713)	(463)	(143)	(7,960)	4,708	5,691
Non controlled investment funds	189	311	274	(36)	174	258	(90)	13	(13)	(723)	(38)	(5)	(660)	460	515
Other assets held by controlled investment funds designated at fair value through profit & loss	283	206	208	277	20	(7)	326	66	16	-	-	-	886	292	217
Loans	1,305	1,252	885	(27)	12	(2)	551	47	(166)	(9)	1	(2)	1,820	1,312	716
Assets backing contracts where the financial risk is borne by policyholders	517	801	527	-	-	-	(43,687)	7,476	15,158	-	-	-	(43,169)	8,277	15,685
Hedge accounting derivatives	-	-	-	-	-	-	2,243	(179)	(460)	-	-	-	2,243	(179)	(460)
Other derivatives	4,210	(82)	(163)	823	16	140	900	978	(490)	-	-	-	5,933	911	(514)
Investment management expenses	(839)	(914)	(898)	-	-	-	-	-	-	-	-	-	(839)	(914)	(898)
Other	337	403	471	(315)	(930)	(258)	(1,812)	(379)	208	(7)	1	(2)	(1,797)	(905)	419
NET INVESTMENT RESULT	21,762	17,470	14,184	(173)	5,264	4,225	(51,994)	4,084	14,338	(5,663)	(927)	(192)	(36,068)	25,891	32,555

(a)  Restated means the restatement of the Netherlands' activities as discontinued operations.

(b)  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 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.

41

Previously published information was as follows:

					(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 excluding financing expenses
(Years ended December 31)	2006 Published	2006 Published	2006 Published	2006 Published	2006 Published
Investment properties	789	698	384	38	1,909
Debt securities	10,703	130	(1,329)	(78)	9,426
Equity securities	1,550	3,300	1,031	(145)	5,736
Non controlled investment funds	274	258	(13)	(5)	515
Other assets held by controlled investment funds designated at fair value through profit & loss	208	(7)	16	_	217
Loans	1,005	(2)	(166)	(2)	836
Assets backing contracts where the financial risk is borne by policyholders	527	_	15,370	_	15,897
Hedge accounting derivatives	-	-	(460)	-	(460)
Other derivatives	(162)	140	(492)	-	(514)
Investment management expenses	(900)	-	-	-	(900)
Other	467	(258)	208	(2)	415
NET INVESTMENT RESULT	14,461	4,260	14,550	(194)	33,077

EXCEPTIONAL AND DISCONTINUED OPERATIONS
INCLUDED IN NET INCOME

2008 net income included €-49 million related to exceptional and discontinued operations mainly driven by
€-38 million tax effect on transfer of AllianceBernstein units and €-10 million from the sale of the annuity portfolio in
Australia.

2007 net income included €482 million related to exceptional and discontinued operations due to €480 million in
relation with the sale of the Netherlands activities (of which €406 million gains on disposal and €74 million result up to
the closing date, both reported in AXA Belgium Holdings).

2006 net income included €311 million related to exceptional and discontinued operations, mainly:

- a net dilution gain at AllianceBernstein (€+86 million) as a result of the issuance of AllianceBernstein units and the
reversal of a deferred tax liability from prior period;

- a net realized capital gain (€+66 million) in Other International activities resulting from the sale of AXA RE's business
to Stone Point;

- a gain in the United States Holdings (€+43 million) resulting from a favorable tax settlement on the sale of DLJ in
2000;

- the contribution of the Netherlands activities to net income (€+123 million, of which €77 million in Life & Savings and
€45 million in Property & Casualty), as these activities were classified as discontinued operations.

42

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

The net income for the year ended December 31, 2008 amounted to €923 million, down 84% or €-4,743 million
compared to the year ended December 31, 2007. On a constant exchange rate basis, net income decreased by 83%
or €-4,727 million reflecting the strong decrease of Life & Savings (€-3,315 million or-114%) and Property & Casualty
(€-1,273 million or -57%).

Net investment result amounted to €-36,068 million in 2008, down 239% (€-61,959 million) or -252%
(€-65,336 million) on a constant exchange rate basis compared to 2007. Net investment result was split as follows:

(i) Change in fair value of financial instruments at fair value through profit and loss amounted to €-51,994 million, down
€60,056 million on a constant exchange rate basis, resulting from all assets categories, including €-54,491 million
attributable to changes in fair value of assets backing contracts where the financial risk is borne by policyholders;

(ii) Financial instrument impairment charges amounted to €5,663 million, up €4,792 million, both from equities
(€3,281 million) reflecting the strong decrease of the markets and fixed maturities (€711 million) in the context of
increasing credit defaults;

(iii) Net realized gains amounted to €-173 million in 2008, down €5,571 million (or -106%) mainly in equities
(€-5,744 million).

These elements were partly offset by:

(iv) Net investment income amounted to €21,762 million, up €5,083 million (or +29%), including €+4,621 million
stemming from derivative instruments, including those related to the economic hedging program implemented to
mitigate certain risks associated with Variable Annuity guarantees in the United States (€+4,473 million).

Other operating income and expenses amounted to €-53,761 million in 2008 compared to €-110,760 million in
2007, mainly driven by a 81% decrease (or €+57,160 million) in technical charges from insurance activities in the Life
& Savings segment, mainly driven by the decrease in unit-linked reserves as a consequence of the change in fair value
of assets backing contracts where the financial risk is borne by policyholders.

The income tax expense was a benefit of €830 million in 2008, compared to an expense of €-1,783 million in 2007.
The €2,815 million decrease in tax expense was mainly due to (i) €62 million favorable non-recurring tax impact at
AllianceBernstein related to a deferred tax liability release on deferred undistributed foreign earnings, (ii) €163 million
in undiscounted tax adjustment on unrealized gains attributable to policyholders in unit-linked life funds in the United
Kingdom and (iii) lower taxable profits.

The contribution to AXA's consolidated net income of each operating segment is set out below:

Life & Savings segment

Net loss was €-446 million in 2008, down 115%, or -114% (€-3,315 million) on a constant exchange rate basis, driven
by lower net income in all main countries, notably the United States (€-1,181 million) and Belgium (€-788 million),
except in the United Kingdom (€+83 million). Overall, the decrease in Life & Savings net income resulted from lower
realized capital gains and higher net impairment charges, together with increased reserves related to Variable Annuity
guarantees, partly offset by higher investment result on derivatives hedging Variable Annuity guarantees.

43

Note that 2008 net income included an 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 with
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 further increase of the credit spreads during this period.

Property & Casualty segment

Net income was €926 million in 2008, down 58%, or -57% (€-1,273 million) at constant exchange rates, driven in
particular by France (€-308 million), Belgium (€-289 million), Germany (€-283 million) and the United Kingdom and
Ireland (€-237 million).

Overall, the decrease in Property & Casualty net income was the result of a better technical profitability more than offset
by lower net investment result.

International Insurance segment

Net income was €103 million in 2008, down 58%, or-64% (€-156 million) at constant exchange rates mainly given
lower income in AXA Corporate Solutions Assurance (€-103 million) reflecting a €77 million negative change in fair
value on credit mutual funds as a result of widening of corporate spreads.

Asset Management segment

Net income was €396 million in 2008, down 33%, or -27% (€-158 million) at constant exchange rates driven by
both AXA Investment Managers (€-108 million) and AllianceBernstein (€-50 million). Overall, the decrease in Asset
Management net income was due to lower gross revenues and net investment results, partly offset by lower general
expenses and a €62 million favorable non-recurring tax impact at AllianceBernstein.

Banking segment

Net loss was €-38 million in 2008, a decrease of €-43 million at constant exchange rates compared to 2007 as
higher loss in AXA Bank Europe (€-37 million) mainly due to a strong decrease in the net realized capital gains and
impairments on equities and CDOs as well as the unfavorable change in fair value of mutual funds and other assets
covered with a fair value hedge or natural hedge and Swiss Bank (€-22 million) driven by €22 million start up costs,
were partly offset by higher income in AXA Banque (€+15 million) reflecting a €27 million more favorable impact of
change in fair value of macro-hedge derivatives instruments.

Holdings and other companies

Net loss was €-19 million in 2008, down 93%, or down 76% (€-218 million) at constant exchange rates, as higher
income in AXA SA (€+980 million), driven by the increase of the mark-to-market of equity derivatives set up to reduce
the Group exposure to equities, was more than offset by higher loss in Belgium (€-483 million), due to the non-
recurrence of the 2007 sale of the Netherlands activities, and in the United Kingdom (€-267 million), mainly due to a
€64 million non recurrence of a 2007 release of deferred tax provision and €189 million exchange rate loss in 2008
primarily arising from the revaluation of Euro-denominated inter-company loans.

44

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

The net income for the year ended December 31, 2007 was €5,666 million. Excluding the contribution of Winterthur
in 2007 (€392 million), net income in 2007 was up 4% or €+188 million compared to the year ended December 31,
2006 (or 7% and €335 million on a constant exchange rate basis), with Property & Casualty and Holdings being the
major contributors to this performance.

Net investment result amounted to €25,891 million in 2007. Excluding the contribution of Winterthur in 2007

(€3,280 million), net investment result was down €-9,943 million or -31% compared to 2006. Net investment result

was split as follows:

(i) Change in fair value of financial instruments at fair value through profit and loss amounted to €4,084 million.
Excluding the contribution of Winterthur in 2007 (€782 million), change in fair value of financial instruments at
fair value through profit and loss decreased by €11,036 million, resulting from all assets categories, including
€-8,433 million attributable to changes in fair value of assets backing contracts where the financial risk is borne by
policyholders;

(ii) Financial instrument impairment charges amounted to €927 million. Excluding the contribution of Winterthur in 2007
(€257 million), impairment charges increased by €477 million, both from fixed maturities (€248 million) in the context
of increasing interest rates, and equities (€151 million);

These elements were partly offset by:

(iii) Net investment income amounted to €17,470 million. Excluding the contribution of Winterthur (€2,791 million), net
investment income increased by +3% (or €+494 million), including €+262 million stemming from assets backing
contracts where the financial risk is borne by policyholders and €256 million from derivative instruments;

(iv) Net realized gains amounted to €5,264 million in 2007. Excluding the contribution of Winterthur (€-37 million),
realized capital gains increased by +25% (or€+1,075 million), mainly in equities.

Other operating income and expenses amounted to €-110,760 million in 2007. Excluding the contribution of
Winterthur in 2007 (€-15,806 million), other operating income and expense amounted to €-94,954 million in 2007,
compared to €-102,004 million in 2006, mainly driven by a 9% decrease (or €+7,888 million) in technical charges from
insurance activities notably in the Life & Savings segment (€+8,881 million), partly offset by a €706 million increase in
acquisition costs (+10%).

The income tax expense amounted to €-1,783 million in 2007. Excluding the contribution of Winterthur in 2007
(€-145 million), the income tax expense decreased by €-353 million (or €-277 million on a constant exchange rate
basis) notably benefiting from the non-recurring 2006 increases in deferred tax provisions of €167 million in the United
Kingdom Life & Savings segment, as well as lower tax expenses in the Property & Casualty segment, notably in
Germany and Belgium.

The contribution to AXA's consolidated net income of each operating segment is set out below:

Life & Savings segment

Net income was €2,899 million in 2007. Excluding Winterthur contribution (€199 million), net income decreased by 9%,
or by 5% (€-147 million) on a constant exchange rate basis, as higher incomes in the United Kingdom (€+61 million)

45

and Germany (€+47 million) were more than offset by decreases in net income in Belgium (€-91 million), France
(€-67 million), and the United States (€-79 million). Overall, the decrease in Life & Savings net income resulted from
lower net investment result, not fully offset by the growth in revenues.

Property & Casualty segment

Net income was €2,218 million in 2007. Excluding Winterthur contribution in 2007 (€200 million), net income increased
by 2%, or +3% (€+50 million) at constant exchange rates, driven in particular by Germany (€+89 million) and the
Mediterranean Region (€+147 million), partly offset by the United Kingdom and Ireland (€-143 million). Overall, Property
& Casualty net income increase resulted from higher volume of business, higher investment result driven by increased
invested assets, and lower tax charges notably in Germany and Belgium, partly offset by a deteriorated technical
profitability (mainly due to major losses).

International Insurance segment

Net income was €243 million in 2007. Excluding the contribution of Winterthur in 2007 (€19 million), net income
decreased by €20 million as a €27 million decrease in the contribution of AXA RE run-off portfolio was partly offset by
a €+7 million increase in AXA Corporate Solutions Assurance.

Asset Management segment

Net income was €588 million in 2007. Excluding the contribution of Winterthur in 2007 (€14 million), net income
decreased by -6%, or was flat on a constant exchange rate basis, as higher earnings in 2007 were offset by the non
recurrence of 2006 one-time items of €86 million, mainly dilution gains at AllianceBernstein.

Banking segment

Net income was €6 million in 2007, a €4 million decrease compared to 2006, as the €14 million increase in net income
of AXA Banque (France) was more than offset by a €18 million decrease at AXA Bank Europe (Belgium) notably driven
by higher integration costs related partly to early retirement pension plans.

Holdings and other companies

Net loss was €-287 million in 2007. Excluding the contribution of Winterthur in 2007 (€-40 million), net income
was up €+465 million compared to 2006 (or €455 million on a constant exchange rate basis), notably driven by the
€406 million gain on the sale of the Netherlands' activities in 2007.

46

Consolidated Shareholders' Equity

As of December 31, 2008, consolidated shareholders' equity totaled €37.4 billion. The movement in shareholders'
equity since January 1, 2006, is presented in the table below:

	Shareholders' Equity (in Euro million)	Number of ordinary outstanding shares (in million)
At January 1,2006	36,525	1,872
Share Capital	507	221
Capital in excess of nominal value	3,800	-
Equity-share based compensation	106	-
Treasury shares sold or bought in open market	137	-
Change in equity component of compound financial instruments	-	-
Deeply subordinated debt (including accrued interests)	3,539	-
Fair value recorded in shareholders' equity	(375)	-
Impact of currency fluctuations	(764)	-
Cash dividend	(1,647)	-
Other	60	-
Net income for the period	5,085	-
Actuarial gains and losses on pension benefits	252	-
At December 31, 2006	47,226	2,093
Share Capital	(74)	(32)
Capital in excess of nominal value	(1,126)	-
Equity-share based compensation	92	-
Treasury shares sold or bought in open market	(195)	-
Change in equity component of compound financial instruments	(109)	-
Deeply subordinated debt (including accrued interests)	238	-
Fair value recorded in shareholders' equity	(2,983)	-
Impact of currency fluctuations	(1,392)	-
Cash dividend	(2,218)	-
Other	(93)	-
Net income for the period	5,666	-
Actuarial gains and losses on pension benefits	612	-
At December 31, 2007	45,642	2,061
Share Capital	65	28
Capital in excess of nominal value	370	-
Equity-share based compensation	107	-
Treasury shares sold or bought in open market	169	-
Change in equity component of compound financial instruments	-	-
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	2,089

47

Earnings per share ("EPS")

	(in Euro million except ordinary shares in million)
	2008		2007		2006 Restated(b)		Var. 2008 versus 2007
	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
Net income	900	900	5,631	5,631	4,951	5,064
Net income (Euro per Ordinary Share)	0.44	0.44	2.76	2.73	2.54	2.49		-84.0% -83.9%

(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)
	Year ended, December 31, 2008	Year ended, December 31, 2007	Year ended, December 31, 2006	Change in % points
ROE	2.3%	13.1%	13.2%	-10.9%
Net income group share	923	5,666	5,085
Average shareholders' equity	40,615	43,096	38,644

48

LIFE & SAVINGS SEGMENT

The tables below present the operating results of AXA's Life & Savings segment, as well as the contribution to gross
revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. The information below is before elimination of intercompany transactions:

				(In Euro million)
	FY 2008	FY 2007	FY 2006 Restated(a)	FY 2006 Published
Gross written premiums	56,127	57,807	48,275	48,793
Fees and charges relating to investment contracts with no participating features	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 premiums net of unearned revenues and fees	(348)	(278)	(229)	(249)
Net investment income	18,533	14,898	12,125	12,372
Net realized investment gains and losses	(558)	4,196	3,443	3,475
Change in fair value of financial instruments at fair value through profit & loss(c)	(51,579)	4,691	14,687	14,898
of which of change in fair value of assets with financial risk borne by policyholders (b)	(43,687)	7,468	15,158	15,370
Change in financial instruments impairment	(3,923)	(655)	(134)	(135)
Net investment result excluding financing expenses	(37,528)	23,129	30,122	30,610
Technical charges relating to insurance activities(b)	(15,213)	(70,595)	(68,999)	(69,815)
Net result from outward reinsurance	913	32	(27)	(28)
Bank operating expenses	-	-	-	-
Acquisition costs	(3,574)	(3,744)	(3,095)	(3,103)
Amortization of the value of purchased business in force	(393)	(357)	(274)	(282)
Administrative expenses	(3,573)	(3,514)	(2,822)	(2,871)
Change in tangible assets impairment	(3)	(0)	7	7
Change in goodwill impairment and other intangible assets impairment	(32)	(58)	-	-
Other income and expenses	(147)	(231)	(166)	(167)
Other operating income and expenses	(22,022)	(78,465)	(75,375)	(76,259)
Income from operating activities before tax	(1,863)	4,265	4,477	4,587
Income arising from investments in associates - Equity method	18	6	12	12
Financing debts expenses	(74)	(91)	(106)	(106)
Operating income before tax	(1,919)	4,180	4,383	4,493
Income tax	1,499	(994)	(1,285)	(1,319)
Net operating result	(420)	3,186	3,098	3,175
Result from discontinued operations net of tax	-	-	77	-
Net consolidated income	(420)	3,186	3,175	3,175
Split between :
Net income Group share	(446)	2,899	2,957	2,957
Minority interests share in net consolidated income	26	287	218	218

(a)  In 2006, Restated means the restatement of The Netherlands' activities as discontinued operations.

(b) Offset by a balancing entry in technical charges relating to insurance activities.

(c)  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.

49

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.

NET INCOME

				(in Euro million)
	Years ended December 31,			Variation
	2008	2007	2006	2008 / 2007
France	425	709	776	(284)
United States	(296)	863	1,020	(1,159)
United Kingdom	257	216	138	41
Japan	(151)	219	256	(370)
Germany	(70)	179	81	(249)
Switzerland	(93)	135	7	(228)
Belgium	(597)	191	310	(788)
Mediterranean & Latin American Region(a)	52	84	63	(32)
Other Countries	29	304	304	(274)
Contribution to net income	(446)	2,899	2,957	(3,345)

(a) Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco and Mexico

In 2008, the Life & Savings segment accounted for 64% of AXA's consolidated gross revenues after elimination of
intercompany transactions (64% in 2007 and 64% in 2006). The Life & Savings segment had a negative contribution to
AXA's 2008 consolidated net income of -48%, and was the primary contributor to AXA's 2007 (51 %) and 2006 (58%)
consolidated net income.

50

Analysis of investment results

The following table summarizes the net investment results of AXA's Life & Savings operations by type of invested
financial assets for the periods indicated before elimination of intercompany transactions.

													(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 excluding financing expenses
(Years ended December 31)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008 (b)	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008 (b)	2007	2006 Restated (a)
Investment properties	646	634	680	435	1,037	677	(680)	(542)	356	(73)	(30)	34	328	1,100	1,747
Debt securities	11,148	10,669	8,958	(642)	(151)	262	(3,612)	(1,198)	(1,293)	(840)	(339)	(73)	6,054	8,981	7,854
Equity securities	1,103	1,533	1,185	(1,005)	4,146	2,518	(4,768)	(2,011)	923	(2,570)	(278)	(86)	(7,240)	3,390	4,540
Non controlled investment funds	133	260	230	(48)	122	124	(94)	17	(14)	(424)	(4)	(2)	(434)	394	338
Other assets held by controlled investment funds designated at fair value through profit & loss	232	189	198	277	18	(7)	418	2	18	-	-	-	927	209	208
Loans	1,384	1,358	1,033	(23)	4	(4)	555	51	(166)	(9)	2	(6)	1,906	1,414	857
Assets backing contracts where the financial risk is borne by policyholders	529	817	527	-	-	-	(43,687)	7,468	15,158	-	-	-	(43,158)	8,284	15,685
Hedge accounting derivatives	-	-	-	-	-	-	341	251	(97)	-	-	-	341	251	(97)
Other derivatives	3,975	(112)	(213)	669	(14)	149	1,082	915	(402)	-	-	-	5,726	790	(466)
Investment management expenses	(908)	(900)	(884)	-	-	-	-	-	-	-	-	-	(908)	(900)	(884)
Other	293	451	411	(221)	(967)	(275)	(1,135)	(263)	203	(8)	(6)	(0)	(1,070)	(785)	339
NET INVESTMENT RESULT	18,533	14,898	12,125	(558)	4,196	3,443	(51,579)	4,691	14,687	(3,923)	(655)	(134)	(37,528)	23,129	30,122

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

(b)  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 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.

Previously published information was as follows:

					(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 excluding financing expense
(Years ended December 31)	2006 Published	2006 Published	2006 Published	2006 Published	2006 Published
Investment properties	680	677	356	34	1,747
Debt securities	9,072	264	(1,291)	(73)	7,972
Equity securities	1,200	2,549	923	(88)	4,584
Non controlled investment funds	230	124	(14)	(2)	338
Other assets held by controlled investment funds designated at fair value through profit & loss	198	(7)	18	-	208
Loans	1,152	(4)	(166)	(6)	976
Assets backing contracts where the financial risk is borne by policyholders	527	-	15,370	-	15,897
Hedge accounting derivatives	-	-	(97)	-	(97)
Other derivatives	(212)	149	(403)	-	(467)
Investment management expenses	(891)	-	-	-	(891)
Other	416	(275)	203	(0)	343
NET INVESTMENT RESULT	12,372	3,475	14,898	(135)	30,610

51

The year-to-year commentaries below are based on operating results of the segment before elimination of intercompany
transactions (for further information refer to Note 3 "Segmental information" to the consolidated financial statements
included in Item 18 of this Annual Report on form 20-F).

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues were down 3%, or down 4% on a comparable basis, to €57,977 million net of intercompany
eliminations, (or €58,035 million before intercompany eliminations), mainly driven by the United States, Belgium, the
United Kingdom and France. For a detailed analysis of Life & Savings gross revenues, refer to section "Consolidated
Gross Revenues".

The net investment result excluding financing expenses was €-37,528 million in 2008, a decrease of €60,657 million
compared to 2007 (or €64,015 million on a constant exchange rate basis). This decrease was explained as follows:

a) A €4,754 million decrease (€4,891 million on a constant exchange rate basis) in net realized investment gains and
losses to €-558 million in 2008, mainly driven by the United Kingdom (€-3,193 million mostly on equities within "With
Profit" funds due to the significant downturn in markets during 2008) and Australia-New Zealand (€-1,537 million
as a result of the significant drop in markets in 2008, partly offset by Japan (€+1,810 million mainly due to higher
realized gains on foreign exchange derivatives).

b) A €-56,270 million decrease (€-60,189 million on a constant exchange rate basis) in change in fair value of financial
instruments at fair value though profit and loss to €-51,579 million in 2008, mainly driven by:

- a €54,483 million decrease in change in fair value from assets backing contracts where the financial risk is borne
by policyholders, mainly in the United States (€-29,590 million), the United Kingdom (€-13,463 million) and
France (€-7,165 million) as the result of challenging European and US equity & fixed maturity markets in 2008;

- a €3,240 million decrease in change in fair value of equities, mainly attributable to the United Kingdom (€-1,209
million) and France (€-932 million) due to unfavorable equity markets in 2008;

- a €2,533 million decrease in change in fair value of fixed maturities, mainly attributable to France
(€-1,164 million), the United Kingdom (€-427 million), Belgium (€-362 million) and Germany (€-326 million) due
to credit spread widening; and

- a €-106 million loss 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 with 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 further increase of the credit spreads during this period.

c) A €3,267 million increase (€3,285 million at constant exchange rate basis) in net impairment charges to €-3,923 million
in 2008, including notably:

-€2,306 million higher impairment charges on equities available for sale, especially in Belgium (€-521 million),
France (€-491 million), Germany (€-378 million), Switzerland (€-284 million), Hong Kong (€-265 million),
Mediterranean and Latin American Region (€-143 million) and Australia-New Zealand (€-133 million);

- €513 million higher impairment charges on fixed maturities mainly in Switzerland (€-113 million), France (€-108 million),
Mediterranean and Latin American Region (€-72 million), the United States (€-71 million), Belgium (€-51 million),
the United Kingdom (€-37 million) and Germany (€-24 million); and

-€410 million higher impairment charges on non consolidated investment funds mainly driven by Switzerland
(€-273 million), France (€-56 million) and Mediterranean and Latin American Region (€-42 million).

52

Partly offset by

d) A €3,635 million increase (€4,350 million at constant exchange rate basis) in net investment income to €18,533
million in 2008, resulting from a €4,473 million increase in the United States related to derivative instruments
including those related to the economic hedging program implemented to mitigate certain risks associated with
Variable Annuity guarantees.

Technical charges relating to insurance activities were €-15,213 million in 2008, down €55,382 million,
or €57,156 million on a constant exchange rate basis, mainly driven by the decrease in unit linked reserves as a
consequence of the €-54,483 million changes in fair value of assets backing contracts where the financial risk is borne
by policyholders, partly offset by a €6,161 million increase in reserves related to Variable Annuity guarantees, mainly in
the United States and Germany, due to financial market conditions.

Net result of reinsurance ceded amounted to €913 million, an increase by €880 million (or €957 million on a
constant exchange rate basis) mainly due to a strengthening of reserves in the United States associated with a disability
income portfolio which was ceded to a third party (this impact being offset in technical charges).

Acquisition costs (DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses)
amounted to €-3,574 million in 2008, flat compared to 2007 at constant exchange rates, resulting from:

- €302 million lower insurance acquisition expenses, notably in the United States (€-289 million), the United Kingdom
(€-96 million) and Germany (€-72 million), partly offset by the Mediterranean and Latin American Region
(€+165 million, or flat excluding AXA MPS and Mexico);

- a €37 million lower DAC amortization charge, mainly from a €32 million decrease in the United Kingdom;
partly offset by

- a €340 million decrease in DAC capitalization, in particular in the United States (€-254 million) and the United
Kingdom (€-116 million), partly offset by France (€+27 million).

Amortization of value of purchased life business inforce and other intangible assets amounted to €-393 million
in 2008, up €67 million at constant exchange rates, stemming mainly from the United Kingdom (€+95 million) and
Mediterranean and Latin American Region (€+34 million), partly offset by France (€-26 million), Japan (€-21 million)
and Switzerland (€-18 million).

Administrative expenses were €-3,573 million in 2008, up €59 million compared to 2007 (+2%), or €+231 million
(+7%) on a constant exchange rate basis, notably including €+159 million from acquisitions in the United Kingdom
(€+44 million from the brokerage company SBJ), in Australia-New Zealand (€+61 million from the financial advisor
Genesys) and in the Mediterranean and Latin American Region (€+38 million from AXA MPS and €+16 million from
Seguros ING in Mexico) and €+43 million in France.

Changes in goodwill impairment and other intangible assets impairment amounted to €-32 million, a decrease
of €23 million at constant exchange rates compared to 2007, mainly reflecting the write-down of the intangible asset
related to USFL's insurance distribution system recorded in 2007 in the United States.

Other expenses amounted to €-147 million in 2008, down €84 million over the year, or €74 million on a constant
exchange rate basis. This increase notably resulted from a €41 million decrease in Hong Kong and a €20 million
decrease in Switzerland.

Income tax benefit was €1,499 million in 2008 (compared to a tax charge of €994 million in 2007), representing a
decrease of €2,693 million at constant exchange rates mainly driven by (i) a €1,143 million higher tax benefit in the
United Kingdom reflecting a sharp reduction in deferred policyholder's tax liability as a result of the decrease in value of

53

policyholders' account balances compared to 2007, and (ii) lower tax charges mainly in the United States (€582 million),
in Australia-New Zealand (€465 million), in France (€183 million), in Germany (€157 million) and in Japan (€142 million)
as a result of lower pre-tax earnings.

Net loss amounted to €-446 million in 2008. On a constant exchange rate basis, net income decreased by
€3,315 million mainly resulting from lower realized capital gains and higher net impairment charges, together with
increased reserves related to Variable Annuity guarantees, partly offset by higher investment result on derivatives
hedging Variable Annuity guarantees.

Note that 2008 net income included an 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 with
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 further increase of the credit spreads during this period.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues were up 20%, or up 5% on a comparable basis, to €59,845 million net of intercompany transactions,
(or€59,879 million before the elimination of intercompany transactions), mainly driven by the United States, Belgium, and
France. For a detailed analysis of Life & Savings gross revenues, refer to section "Consolidated Gross Revenues".

The net investment result excluding financing expenses was €23,129 million in 2007. Excluding the contribution
of Winterthur (€2,961 million), net investment result decreased by €9,953 million compared to full year 2006 (or
€9,260 million on a constant exchange rate basis). This decrease was explained as follows:

a)  Net investment income amounted to €14,898 million in 2007. Excluding the contribution of Winterthur in 2007
(€2,415 million), net investment income increased by €357 million resulting mainly from:

- a €422 million increase in Australia-New Zealand, mainly attributable to net investment income from assets
backing contracts where the financial risk is borne by policyholders, on the back of higher dividend income, as a
result of better corporate earnings, and higher interest income;

- a €161 million increase in France, mainly driven by a higher asset base in fixed maturities.
Partly offset by:

- a €-182 million decrease in Japan, as (i) higher returns from alternative investments were more than offset by
(ii) unfavorable foreign exchange impacts (€-92 million), and (iii) lower income from fixed maturities reflecting the
impact of the 2006 portfolio restructuring, moving from foreign bonds with Interest Rate Swaps to Japanese
Government Bonds. However, this restructuring triggered at the same time a significant reduction of the hedge
cost (decreasing by €-147 million) reflected in realized capital gains through foreign exchange and derivative
impacts and change in fair value.

b)  Net realized investment gains amounted to €4,196 million in 2007. Excluding the contribution of Winterthur in 2007
(€-24 million), net realized gains increased by €+776 million (or €+702 million on a constant exchange rate basis),
mainly as a result of:

- a €1,264 million increase in the United Kingdom, or a €1,275 million increase on a constant exchange rate basis,
to €2,662 million, mainly due to portfolio changes arising from a fund rebalancing exercise; and

- a €-739 million decrease in Japan, resulting from (i) proceeds of underlying assets almost equal to last year
(€+1 million), (ii) reduction of the hedge cost mentioned above (€+133 million), (iii) other derivatives (€-137 million),

54

(iv) other negative foreign exchange impact resulting mainly from the close out of currency forwards and disposal
of assets in Euro (€-841 million), and (v) pure impact of foreign exchange rate (€+105 million).

c)  Change in fair value of financial instruments at fair value though profit and loss amounted to €4,691 million in 2007.
Excluding the contribution of Winterthur in 2007 (€+789 million), the change in fair value of financial instruments at
fair value through profit and loss decreased by €-10,785 million, (or €-10,295 million on a constant exchange rate
basis), to €3,902 million, mainly driven by:

- a €896 million lower change in fair value of real estate assets, attributable to the United Kingdom (€-676 million)
and Australia-New Zealand (€-159 million);

- a €3,015 million decrease in change in fair value of equities, mainly attributable to the United Kingdom (€2,666
million) due to unfavorable changes in equity markets late in 2007, which coincided with the rebalancing of the
portfolio in the United Kingdom;

- a €1,262 million increase in changes in fair value of other derivative instruments, in particular in Japan (€1,233
million) mainly driven by positive impact due to close out of currency Euro forwards related to Euro bonds
(therefore, foreign exchange impacts, net of related derivatives impacts decreased by €-4 million);

- a €8,433 million decrease in change in fair value from assets backing contracts where the financial risk is borne
by policyholders, mainly in France (€-2,122 million), the United States (€-3,637 million), the United Kingdom
(€-1,669 million) and Australia-New Zealand (€-914 million), as the result of less favorable European and U.S.
equity & fixed maturity markets in 2007 compared to 2006.

d)  Net impairment charges amounted to €655 million in 2007. Excluding the contribution of Winterthur in 2007 (€219
million), impairment charges increased by €302 million, including notably:

- a €68 million increase in impairment charges to €-87 million in Germany, especially due to fixed maturities
available for sale;

-€141 million higher impairment charges in France, including €92 million on fixed maturities and €47 million on
real estate assets; and

- a €59 million increase in the United States, mostly on fixed maturities.

Technical charges relating to insurance activities were €70,595 million in 2007. Excluding Winterthur contribution
in 2007 (€10,477 million), technical charges relating to insurance activities decreased by €8,881 million or -13% (or
€-6,545 million on a constant exchange rate basis or -9%). The larger contributors to this decrease on a constant
exchange rate basis were:

- France (€-2,215 million) mainly due to (i) the decrease in unit linked reserves as a consequence of the change in
fair value of assets backing contracts where the financial risk is borne by policyholders by €-2,201 million and (ii)
the reclassification of technical items in commissions for €-97 million.

- United Kingdom (€-2,968 million), as decreased policyholder reserve movements by €-3,557 million, primarily
due to reduced investment growth on policyholder investments compared to 2006, were partly offset by increased
policy benefit payments by €589 million, mainly due to increased surrenders in With Profit and Group Managed
Funds.

- United States, where technical charges relating to insurance activities decreased by €924 million.

- Australia-New Zealand, with a €428 million decrease (or €406 million on a current exchange rate basis), mainly
due to a decrease in unit-linked technical reserves driven by lower changes in fair value, partially offset by an
increase in surrenders driven by changes in superannuation legislation in Australia.

- Germany, with a decrease of €-161 million driven by lower premiums in Life traditional business as well as lower
policyholder participation.

These decreases were partly reduced by:

- Belgium where technical charges relating to insurance activities increased by €+409 million (+13%) mainly due to
the increase in premiums and the rise in interests credited to policyholders.

55

Acquisition costs (DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses)
amounted to €-3,744 million in 2007. Excluding the contribution of Winterthur in 2007 (€-204 million), acquisition costs
increased by €446 million, or +14%, resulting from:

- €526 million (or €736 million at constant exchange rates) higher insurance acquisition expenses, notably in
the United States (€+195 million), France (€+131 million), the United Kingdom (€+100 million), and Germany
(€+73 million);

- a €142 million higher DAC amortization charge, including a €70 million increase in Germany;
partly offset by

- a €279 million increase in DAC capitalization, in particular in Germany (€+72 million) and the United States
(€+144 million).

Amortization of value of purchased life business inforce and other intangible assets amounted to €-357 million
in 2007. Excluding the contribution of Winterthur in 2007 (€-100 million), the amortization charge decreased by
€17 million, stemming from several countries, partly offset by a €41 million increase in the United Kingdom (to
€52 million in 2007), notably resulting from higher lapses on Pension Business.

Administrative expenses were €-3,514 million in 2007. Excluding the contribution of Winterthur in 2007 (€-526
million), administrative expenses increased by €166 million compared to 2006 or +6% (or €+254 million or 9% on
a constant exchange rate basis), notably including €+82 million in the United Kingdom, mainly due to €48 million
inclusion of Thine (trading as Bluefin Advisory Services from December 31, 2008), and €+69 million in Australia-New
Zealand mainly driven by higher commissions associated with higher revenues.

Changes in goodwill impairment and other intangible assets impairment were €58 million (nil in 2006), and
included a €24 million amortization charge of intangible assets resulting from the acquisition of Winterthur, and a
€29 million charge in the United States, resulting from a €22 million impairment of intangibles related to the wind
down of USFL and €7 million in restructuring charges associated with the transfer of Enterprise retail mutual funds to
Goldman Sachs.

Other expenses amounted to €-231 million in 2007. Excluding the contribution of Winterthur in 2007 (€-59 million),
other expenses increased by €7 million over the year, or €14 million on a constant exchange rate basis. This increase
notably resulted from a €52 million increase in other charges in Hong Kong mainly due to the increase in interest
expense on operating debt and the non recurrence of a one-off gain on the sale and leaseback of the AXA Centre
property in 2006, partly offset by decreases in other countries including the United States and Germany.

Income tax charge was €-994 million in 2007. Excluding the contribution of Winterthur in 2007 (€-54 million),
income tax charge decreased by €345 million mainly driven by a €372 million decrease in the United Kingdom, due to
policyholder tax decrease of €204 million as a result of lower investment gains, and to the non-recurring 2006 increases
in deferred tax provisions of €167 million, which was primarily a result of a reassessment of the likelihood of a future
distribution from the attributed Inherited Estate.

Result from discontinued operations (net of tax) was, in 2006, the net income from the Dutch Life & Savings
operations that have been reclassified as "discontinued operations" following the sale closed on September 5, 2007.
Their contribution in 2007 was accounted for in the "Holdings and other companies" segment.

Net income amounted to €2,899 million in 2007. Excluding the contribution of Winterthur in 2007 (€+199 million),
and on a constant exchange rate basis, net income decreased by €147 million. This decrease resulted from reduced
net investment result, notably reflecting lower changes in fair value of invested assets despite increased net investment
income and higher capital gains, not totally offset by activity growth.

56

PROPERTY & CASUALTY SEGMENT

The tables below present the operating results of AXA's Property & Casualty segment, as well as the contribution to
gross revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. This information below is before elimination of intercompany transactions.

				(In Euro million)
	FY 2008	FY 2007	FY 2006 Restated(a)	FY 2006 Published
Gross written premiums	26,107	25,101	19,548	19,830
Fees and charges relating to investment contracts with no participating features	-	-	-	-
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 premiums net of unearned revenues and fees	(244)	(362)	(139)	(142)
Net investment income	2,261	2,059	1,562	1,592
Net realized investment gains and losses	472	953	594	596
Change in fair value of financial instruments at fair value through profit & loss	(775)	(75)	50	52
Change in financial instruments impairment	(1,543)	(251)	(47)	(47)
Net investment result excluding financing expenses	414	2,687	2,159	2,192
Technical charges relating to insurance activities	(16,662)	(16,723)	(12,697)	(12,841)
Net result from outward reinsurance	(780)	(599)	(629)	(632)
Bank operating expenses	-	-	-	-
Acquisition costs	(4,806)	(4,652)	(3,712)	(3,787)
Amortization of the value of purchased business in force	-	-	-	-
Administrative expenses	(2,677)	(2,452)	(1,826)	(1,860)
Change in tangible assets impairment	(1)	3	11	11
Change in goodwill impairment and other intangible assets impairment	(91)	(89)	-	-
Other income and expenses	(5)	(24)	(18)	(10)
Other operating income and expenses	(25,021)	(24,536)	(18,872)	(19,119)
Income from operating activities before tax	1,358	2,969	2,748	2,812
Income arising from investments in associates - Equity method	5	5	22	22
Financing debts expenses	(10)	(13)	(8)	(8)
Operating income before tax	1,353	2,961	2,762	2,826
Income tax	(373)	(693)	(769)	(788)
Net operating result	980	2,267	1,993	2,038
Result from discontinued operations net of tax	-	-	45	-
Net consolidated income	980	2,267	2,038	2,038
Split between :
Net income Group share	926	2,218	1,977	1,977
Minority interests share in net consolidated income	54	49	61	61

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

57

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.

AXA GROUP - RATIOS

					(in %)
	Years ended December 31,
	2008	2007	2006 Restated(a)	2006 Published	Variation 2008 / 2007
Current accident year loss ratio (net)	74.6%	75.1%	71.9%	71.8%	-0.4%
All accident year loss ratio (net)	67.1%	69.7%	68.5%	68.3%	-2.6%
Expense ratio	28.4%	27.9%	28.5%	28.6%	0.5%
Combined ratio	95.5%	97.6%	96.9%	96.9%	-2.0%

(a) Restated means the restatement of The Netherlands activities as discontinued operations.

NET INCOME

				(in Euro million)
	Years ended December 31			. Variation
	2008	2007	2006	2008 / 2007
France	245	553	515	(308)
United Kingdom & Ireland	62	307	451	(245)
Germany	127	410	282	(283)
Belgium	(17)	272	283	(289)
Mediterranean and Latin American Region(a)	447	428	230	19
Switzerland	(14)	84	9	(98)
Other Countries	77	164	206	(88)
Contribution to net income	926	2,218	1,977	(1,292)

(a) Mediterranean and Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco, Gulf and Mexico.

In 2008, the Property & Casualty segment accounted for 29% of AXA's consolidated gross revenues after elimination
of intercompany transactions (2007: 27% and 2006: 25%). The Property & Casualty segment contributed significantly
(100%) to AXA's 2008 consolidated net income (2007: 39% and 2006: 39%). This segment has shown continuous
operational improvements over the past three years.

58

Analysis of investment results

The following table summarizes the net investment results of the Property & Casualty operations by type of invested
assets for the periods indicated, before elimination of intercompany transactions.

														(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 excluding financing expenses
(Years ended December 31)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)	2008	2007	2006 Restated (a)
Investment properties	111	104	94	89	124	21	(6)	2	21	(64)	(8)	4	131	222	140
Debt securities	1,869	1,715	1,256	(160)	(63)	(94)	(529)	(180)	(31)	(217)	(51)	(5)	964	1,422	1,126
Equity securities	252	297	243	479	833	594	(236)	52	60	(971)	(161)	(43)	(476)	1,021	854
Non controlled investment funds	51	42	27	(9)	16	32	6	(4)	2	(292)	(32)	(2)	(245)	22	59
Other assets held by controlled investment funds designated at fair value through profit & loss	41	13	8	(2)	3	0	(21)	75	(1)				18	91	7
Loans	163	124	43	0	1	2	-	-	-	1	(0)	(0)	164	125	45
Assets backing contracts where the financial risk is borne by policyholders
Hedge accounting derivatives	-	-	-	-	-	-	42	(20)	6	-	-	-	42	(20)	6
Other derivatives	(19)	(30)	6	193	40	(9)	68	50	18	-	-	-	242	60	15
Investment management expenses	(142)	(161)	(118)	-	-	-	-	-	-	-	-	-	(142)	(161)	(118)
Other	(66)	(46)	3	(119)	(1)	48	(99)	(49)	(23)	1	2	(1)	(284)	(94)	26
NET INVESTMENT RESULT	2,261	2,059	1,562	472	953	594	(775)	(75)	50	(1,543)	(251)	(47)	414	2,687	2,159

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

Previously published information was as follows:

		(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 excluding financing expenses
(Years ended December 31)	2007	2006 published	2007	2006 published	2007	2006 published	2007	2006 published	2007	2006 published
Investment properties		94		21		21		4		140
Debt securities		1,287		(92)		(30)		(5)		1,159
Equity securities		245		594		60		(43)		856
Non controlled investment funds		27		32		2		(2)		59
Other assets held by controlled investment funds designated at fair value through profit & loss		8		0		(1)				7
Loans		44		2		-		(0)		46
Assets backing contracts where the financial risk is borne by policyholders
Hedge accounting derivatives		-		-		6		-		6
Other derivatives		6		(9)		18		-		15
Investment management expenses		(119)		-		-		-		(119)
Other		(1)		48		(23)		(1)		23
NET INVESTMENT RESULT		1,592		596		52		(47)		2,192

The year-on-year commentaries below are based on the operating results of the segment before elimination of
intercompany transactions (refer to Note 3 "Segmental information" to the consolidated financial statements included
in Item 18 of this Annual Report on Form 20-F for further information).

59

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues were up 4% to €26,039 million net of intercompany eliminations (or €26,209 million before
intercompany eliminations), 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).

Net investment result decreased by €2,249 million to €414 million in 2008 mainly driven by higher impairment
charges, lower net realized gains and an unfavorable change in fair value of financial instruments through profit and
loss partly offset by higher net investment income:

a) Net investment income increased by €255 million to €2,261 million in 2008 mainly resulting from a €+161 million
increase from fixed maturities due to higher fixed income asset base and yield.

b) Net realized investment gains amounted to €472 million in 2008, down €479 million including €352 million lower
realized gains on equities, of which €–159 million in the United Kingdom & Ireland and €–137 million in Germany,
and €97 million lower realized gains on debt securities (mainly in France €–118 million).

c) Changes in fair value of financial instruments through profit and loss were a loss of €–775 million in 2008 compared
to a loss of €–75 million in 2007. The evolution in change in fair value mainly resulted from a €–347 million
decrease in changes in fair value of debt securities mainly in Belgium, France attributable to the change in fair
value of mutual funds due to the credit spread widening, and a loss of €–286 million in equities mainly in France
and Germany.

d) Impairment charges amounted to €–1,543 million in 2008, down €–1,329 million compared to 2007, mainly
attributable to equities (€–825 million) in the Mediterranean & Latin American Region, France, Switzerland, the
United Kingdom & Ireland, Belgium and Germany, and non consolidated investment funds (€–260 million) notably
in Switzerland and the Mediterranean & Latin American Region.

Technical charges relating to insurance activities increased by €459 million to €–16,662 million in 2008 , mainly
driven by €576 million increase in the Mediterranean & Latin American Region (or a €52 million decrease excluding
AXA MPS, Gulf Region and Mexico), €184 million increase in Korea, partly offset by €–202 million decrease in Germany
and €–149 million decrease in Switzerland.

Net result on reinsurance ceded decreased by €218 million to €–780 million in 2008. These deterioration was
mainly attributable to Germany (€–112 million) and the Mediterranean & Latin American Region (€–67 million).

The current accident year loss ratio improved by 0.6 point to 74.6% mainly driven by 1.7 points lower impact of
natural events in 2008 (storms in Germany for 0.3 point) compared to 2007 (Kyrill storms for 0.9 point and floods in
the United Kingdom for 1.1 points) partly offset by major claims in the United Kingdom and Belgium.The all accident
year loss ratio improved by 2.7 points to 67.1% mainly driven by the current accident year loss ratio improving and
by more favorable prior year reserve developments.

In France, the current accident year loss ratio deteriorated by 0.4 point to 74.8% mainly driven the shift towards longer
tail business (Construction and Liability) and the increase in Personal Motor current accident year net loss ratio due
to pressure on tariffs. The all accident year net loss ratio improved by 4.3 points to 68.5%, reflecting a higher positive
prior year reserve development in Motor, Liability and Construction.

60

In the United Kingdom, the current accident year loss ratio improved 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 UK 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.

In Germany, current accident year loss ratio improved by 2.5 points to 76.2%, mainly driven by a lower impact of
natural events in 2008. The all accident year net loss ratio improved by 2.8 points to 66.1% due to the improved current
accident year loss ratio and a positive prior year reserve development.

In Belgium, the current accident year loss ratio deteriorated by 3.2 points to 80.9% mainly due to higher large claims
(€+68 million) mainly in property, despite less natural events. The 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.

In the Mediterranean & Latin American Region, the current accident year loss ratio improved 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
deteriorated 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 improved 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 improved by 4.0 points to 68.0% thanks to a favorable
prior year reserves development.

In Switzerland, the current accident year loss ratio improved by 3.9 points to 73.7 % mainly driven by the non-
recurrence of large losses due to floods and hail events in 2007. The all accident year loss ratio improved 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.

Acquisition costs amounted to €–4,806 million in 2008, an increase of €361 million on a constant exchange rates
basis compared to 2007, notably driven by a €238 million increase in the Mediterranean & Latin American Region (or
a €52 million increase excluding AXA MPS, Gulf Region and Mexico, impacted by the change in expenses allocation
in Spain and the launch of a direct channel in Italy).

Administrative expenses amounted to €–2,677 million in 2008, up €306 million on a constant exchange rates basis
compared to 2007, including €95 million in the Mediterranean and Latin American Region (or a €4 million increase
excluding AXA MPS, Gulf Region and Mexico), €76 million in Germany due to the negative impact of non recurring
items (such as pension costs), and €73 million in the United Kingdom & Ireland due to higher IT costs and the
acquisition of a subsidiary in Health.

Income tax expenses amounted to €–373 million decreasing by €315 million on a constant exchange rates basis
compared to 2007, due to lower pre tax earnings notably in France, Belgium, Germany and the United Kingdom.

Net income was €926 million in 2008, down 58%, or –57% (€–1,273 million) on a constant exchange rates basis,
driven in particular by France (€–308 million), Belgium (€–289 million), Germany (€–283 million) and the United
Kingdom and Ireland (€–237 million). Overall, the decrease in Property & Casualty net income was the result of a better
technical profitability more than offset by lower net investment result.

61

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues were up 28% to €25,016 million net of intercompany transactions (or €25,180 million before the
elimination of intercompany transactions), or +4% on a comparable basis mainly driven by United Kingdom & Ireland
(+8% to €5,076 million), Mediterranean Region (+5% to €5,276 million), France (+3% to €5,330 million), and Germany
(+2% to €3,506 million).

Net investment result amounted to €2,687 million in 2007. Excluding the contribution of Winterthur (€285 million),
net investment result was up €242 million mainly due to net investment income and net realized gains:

a) Net investment income amounted to €2,059 million in 2007. Excluding the contribution of Winterthur (€340 million),
it was up €+158 million mainly resulting from a €+161 million increase in income from fixed maturities.

b) Net realized investment gains amounted to €953 million in 2007. Excluding the contribution of Winterthur
(€3 million), they were up €356 million including €+230 million increase in realized gains on equities, of which
€+110 million in the Mediterranean Region and €+108 million in Germany due to higher net capital gains notably
on equities.

c) Changes in fair value of financial instruments through profit and loss were €–75 million in 2007. Excluding the
contribution of Winterthur (€–24 million), it was a loss of €–51 million in 2007 compared to a gain of €+50 million
in 2006. The 2007 change in fair value mainly resulted from a €59 million decrease in changes in fair value in
France, and a loss of €26 million in fixed maturities in Belgium mainly attributable to the impact of the credit
spread increase on the mutual funds market value.

d) Charges relating to financial instruments impairment amounted to €–251 million in 2007. Excluding the contribution
of Winterthur (€–33 million), it was a loss of €–218 million in 2007, mainly attributable to Germany and the United
Kingdom & Ireland.

Technical charges relating to insurance activities amounted to €–16,723 million in 2007. Excluding the contribution
of Winterthur (€–3,111 million), they increased by €915 million including €383 million in the United Kingdom & Ireland,
€183 million in the Mediterranean Region and €181 million in Germany.

Net result on reinsurance ceded was a loss of €599 million in 2007. Excluding the contribution of Winterthur
(€5 million), the loss decreased by €25 million in 2007, including a €93 million decrease in Germany, partly offset by
a €65 million increase in France.

The current accident year loss ratio worsened by 3.1 points to 75.1% mainly driven by adverse claims experience,
notably the European storm Kyrill and United Kingdom floods. The all accident year loss ratio worsened by 1.2 points
to 69.7% mainly driven by the current accident year loss ratio worsening partly offset by positive developments on prior
years.

In France, the current accident year loss ratio improved by 0.3 point to 74.3%, mainly driven by favorable claims
experience in Property (both Personal and Commercial lines) and natural events, partly offset by an increase on
Personal Motor current accident year net loss ratio. The all accident year net loss ratio improved by 0.7 point to 72.7%
driven by the current year loss ratio and higher level of positive loss reserve development in Property.

In the United Kingdom, the current accident year loss ratio deteriorated by 8.1 points to 71.8%, mainly as a result
of adverse weather events, including Kyrill storm (€56 million, +1.1 points), the June and July floods (€271 million,
+5.5 points) and 0.9 point higher loss ratio on U.K. Commercial lines. While Commercial lines remained profitable

62

overall, market pressure, including from new entrants, prevented rate increases from keeping up with claims inflation.
The all accident year loss ratio increased by 4.6 points to 66.4%, as the adverse current accident year loss ratio was
partially offset by favorable development in prior years reserves development (€268 million in 2007).

In Germany, current accident year loss ratio deteriorated by 4.5 points to 78.7%, mainly driven by natural events and
higher large claims impact. Excluding Winterthur, the current accident year loss ratio increased by 3.0 points to 77.2 %
driven by the storm “Kyrill” with an impact of 1.9 points in 2007 and higher large claims charge on Commercial Property
and Liability lines (Winterthur current accident year loss ratio amounted to 84.4%, of which the Kyrill impact amounted
to 1.4 points). The all accident year loss ratio increased by 1.2 points to 69.0%. Excluding Winterthur, the all accident
year loss ratio increased by 1.8 points to 69.5%, due to the higher current accident year loss ratio, partly offset by a
non recurring increase in claim handling costs reserve in 2006 (Winterthur net technical result amounted to €236 million
with an all accident year loss ratio of 66.7%).

In Belgium, the current accident year loss ratio improved by 0.4 point to 77.6%. Excluding the contribution of
Winterthur, the current accident year loss ratio increased by 1.2 points to 79.2% mainly due to the Kyrill storm (2.1
points impact). Winterthur current accident loss ratio amounted to 73.4% (0.8 point Kyrill impact). The all accident year
loss ratio increased by 1.4 points to 67.5%. Excluding the contribution of Winterthur, the all accident year loss ratio
increased by 2.5 points to 68.5%, reflecting the unfavorable current accident year loss ratio and a decrease in prior
years’ results (€–16 million). Winterthur all accident year loss ratio amounted to 64.8%.

In the Mediterranean Region, the current accident year loss ratio stood at 76.5% (–0.7 point). Excluding Winterthur,
it deteriorated by 0.8 point to 78.0%, mainly driven by an increase in Motor Personal line (+2.0 points) following the
strong new business impact and the stable average premium (as compared to a 4% average weighed inflation rate).
Winterthur current accident year loss ratio stood at 71.1%. The all accident year loss ratio stood at 72.1% (–2.8 points).
Excluding Winterthur, it improved by 1.8 points to 73.0% thanks to the favorable development of claims reserves from
previous years (€+115 million) mainly focused on Motor lines (€+138 million). The Winterthur all accident year loss ratio
stood at 68.6%.

In Switzerland, the current accident year loss ratio stood at 77.6 % with a claim experience characterized by a very
substantial level of large losses (notably flood and hail events impacting both Motor and Property lines of business).
The all accident year loss ratio stood at 75.2% driven by positive reserve development in Health and Liability on prior
years.

Acquisition costs amounted to €–4,652 million in 2007. Excluding the contribution of Winterthur (€–687 million), they
increased by €253 million, notably driven by a €102 million increase in the Mediterranean Region (in line with increased
revenues and impacted by integration costs), and a €60 million increase in the United Kingdom & Ireland.

Administrative expenses amounted to €–2,452 million in 2007. Excluding the contribution of Winterthur (€–505
million), they increased by €121 million, including €50 million in the United Kingdom & Ireland, primarily relating to costs
associated with new acquisitions and initiatives together with higher fees to support significant growth within Health,
and €22 million in Belgium, as a result of integration costs and higher commissions.

Income tax expenses amounted to €–693 million. Excluding the contribution of Winterthur (€–83 million), tax
expenses decreased by €159 million compared to 2006, including a €83 million decrease in Belgium (due to lower pre-
tax earnings), a €64 million decrease in the United Kingdom & Ireland (reflecting the deterioration in the pre-tax result,
and a €32 million benefit from a settlement on prior years, partly offset by a negative €18 million due to the decrease
in deferred tax assets following the reduction in the Corporate tax rate from 30% to 28%), and a €122 million decrease

63

in Germany (mainly due to a positive outcome of a tax audit on the ex-Albingia portfolio and a favorable impact of
the new income tax rate on deferred tax liabilities) partly offset by a €68 million increase in the Mediterranean Region
(mainly driven by higher pre-tax earnings).

Net income amounted to €2,218 million in 2007. Excluding the contribution of Winterthur in 2007 (€200 million),
Property & Casualty net income increased by €42 million driven by higher volumes of business and higher investment
results driven by increased invested assets, in spite of a deteriorated technical profitability (mainly due to major losses),
as well as lower tax charges notably in Germany, Belgium, and the United Kingdom and Ireland.

INTERNATIONAL INSURANCE SEGMENT

The following tables present the gross revenues 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).

NET INCOME

(in Euro million)
	Years ended December 31,			Variation
	2008	2007	2006	2008 / 2007
AXA Corporate Solutions Assurance	27	125	117	(97)
AXA Cessions	12	16	13	(4)
AXA Assistance	15	19	22	(4)
Other	48	84	92	(36)
Contribution to net income	103	243	244	(140)

In 2008, the International Insurance segment accounted for 3% of AXA's consolidated gross revenues after elimination
of intercompany transactions (4% in 2007 and 5% in 2006). The International Insurance segment had a positive
contribution to AXA's 2008 consolidated net income of 11 % (positive contributions of 4% in 2007 and 5% in 2006).

64

Analysis of investment result

The following table summarizes the net investment results of the International Insurance operations by type of invested
assets for the periods indicated.

(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 excluding financing expenses
(Year ended December 31)	2008	2007	2006	2008	2007	2006	2008	2007	2006	2008	2007	2006	2008	2007	2006
Investment properties	11	7	6	–	0	0	–	–	–	–	–	–	11	7	7
Debt securities	287	335	344	(6)	(31)	(29)	(47)	(29)	3	(19)	(1)	(0)	215	274	318
Equity securities	12	16	16	8	35	102	(32)	14	3	(41)	(5)	(0)	(52)	61	121
Non controlled investment funds	3	5	16	27	37	99	–	–	–	(4)	(1)	(1)	25	41	115
Other assets held by controlled investment funds designated at fair value through profit & loss	11	4	2	1	(0)	(0)	(20)	(0)	0	–	–	–	(8)	4	2
Loans	20	31	18	–	0	–	–	–	–	–	–	–	20	31	18
Assets backing contracts where the financial risk is borne by policyholders	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Hedge accounting derivatives	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Other derivatives	222	(1)	(1)	–	–	–	21	29	10	–	–	–	243	28	10
Investment management expenses	(94)	(147)	(185)	–	–	–	–	–	–	–	–	–	(94)	(147)	(185)
Other	121	104	84	1	(42)	(41)	1	23	18	(0)	0	(1)	122	85	60
NET INVESTMENT RESULT	593	353	300	31	(0)	132	(77)	38	35	(64)	(6)	(2)	483	385	465

65

AXA Corporate Solutions Assurance

(In Euro million)
	FY 2008	FY 2007	FY 2006
Gross written premiums	1,966	1,811	1,684
Fees and charges from investment contracts with no participating features	–	–	–
Revenues from insurance activities	1,966	1,811	1,684
Net revenues from banking activities	–	–	–
Revenues from other activities	4	11	13
Total revenues	1,970	1,823	1,697
Change in unearned premiums net of unearned revenues and fees	(40)	(24)	(73)
Net investment income	198	174	157
Net realized investment gains and losses	36	46	34
Change in fair value of financial instruments at fair value through profit & loss	(91)	(5)	6
Change in financial instruments impairment	(51)	(5)	0
Net investment result excluding financing expenses	93	211	198
Technical charges relating to insurance activities	(1,413)	(1,317)	(986)
Net result from outward reinsurance	(290)	(431)	(261)
Bank operating expenses	–	–	–
Acquisition costs	(148)	(130)	(110)
Amortization of value of purchased business in force	–	–	–
Administrative expenses	(107)	(91)	(97)
Change in tangible assets impairment	(0)	(0)	(0)
Change in goodwill impairment and other intangible assets impairment	–	–	–
Other income and expenses	(0)	(0)	(0)
Other operating income and expenses	(1,958)	(1,800)	(1,625)
Income from operating activities before tax	65	210	197
Income arising from investments in associates - Equity method	–	–	–
Financing debts expenses	(15)	(11)	(13)
Operating income before tax	50	198	184
Income tax	(22)	(72)	(65)
Net operating result	28	126	119
Result from discontinued operations net of tax	–	–	–
Net consolidated income	28	126	119
Split between :
Net income Group share	27	125	117
Minority interests share in net consolidated income	0	2	1

(In Euro million)
	Years ended December 31,			variation
	2008	2007	2006	2008 / 2007
Gross revenues	1,970	1,823	1,697	147
Current accident year loss ratio (net)	97.5%	94.1%	88.7%	3.4%
All accident year loss ratio (net)	88.2%	87.8%	87.3%	0.5%
Net technical result	227	220	207	7
Expense ratio	13.2%	12.3%	12.8%	0.9%
Combined ratio	101.4%	100.1%	100.0%	1.3%

66

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

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

Net investment result excluding financial expenses decreased by €115 million (or –54%) to €93 million mainly
driven by a €86 million negative change in fair value mainly on credit funds as a result of corporate spread widening.

The net technical charges relating to insurance activities and net result from outward reinsurance increased by
€124 million to €–1,703 million mainly driven by higher large losses notably in Property (earthquake in China and floods
in Australia), partly offset by positive reserve developments in most of lines of business.

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

Expenses increased by €34 million to €–255 million 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 consequence,
the Expense ratio increased by 0.9 point to 13.2%.

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

Income tax expenses decreased by €50 million to €–22 million reflecting the decrease in operating income before
tax and the booking of deferred tax assets on prior year tax losses on foreign branches.

As a result, net income decreased by €97 million to €27 million.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by €125 million (or +7%) to €1,823 million gross of intercompany eliminations driven by
favorable portfolio developments in Marine, Property, Motor and Construction.

Net investment result excluding financial expenses increased by €13 million (or +7%) to €211 million due to a
higher asset base.

The net technical charges relating to insurance activities and net result from outward reinsurance increased by
€161 million to €–1,578 million mainly driven by higher large losses notably in Property.

As a consequence, the all accident year loss ratio increased by 0.5 point to 87.8 %.

Expenses increased by €14 million to €–220 million resulting from (i) a commission increase (€+17 million to
€106 million) following both an activity growth and an exceptional impact in 2006 (the non renewal of a large motor
contract with high commission rate), and (ii) a slight general expenses decrease (€–3 million). As a consequence, the
Expense ratio decreased by 0.5 point to 12.3%.

67

As a result, the combined ratio remained stable at 100.1%.

Income tax expenses increased by €7 million to €–72 million with the effective tax rate decreasing by 1.9 points
mainly due to the activation of past years tax deficits in Germany.

As a result, net income increased by €7 million to €125 million.

AXA Cessions

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues decreased by €18 million to €51 million gross of intercompany transactions because of lower
gross written premiums. Net income decreased by €4 million to €12 million mainly resulting from higher net realized
investment losses partly offset by lower general expenses and income tax charge.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by €12 million to €69 million gross of intercompany transactions because of higher gross
written premiums. Net income increased by €2 million to €16 million resulting from higher net realized investment
gains partly offset by higher general expenses and income tax charge.

AXA Assistance

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

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

Other operating income and expenses increased by €78 million to €–860 million mainly due to higher technical
charges relating to insurance activities.

Net income decreased by €4 million to €15 million, resulting from €–3 million higher impairment charges.

68

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by 15% to €809 million gross of intercompany transactions mainly due to Home Serve
business in the United Kingdom (€+27 million), increased premiums in Travel business in Germany (€+15 million) and
a good commercial performance in France.

Other operating income and expenses increased by €115 million to €–781 million mainly due to an increase in
technical charges relating to insurance activities, acquisition costs and administrative expenses.

Net income decreased by €3 million to €19 million, resulting from the increase in expenses.

Other international activities

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Net income decreased by €36 million (–43%) to €48 million. On a constant exchange rate basis, net income
decreased by €46 million (–54%), mainly driven by higher losses on the Life run-off portfolio, partly offset by higher
results on the Non-Life run off portfolios.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Net income amounted to €84 million in 2007. Excluding Winterthur contribution (€19 million) and on a constant
exchange rate basis, net income decreased by €25 million (–27%) mainly as a result of (i) the non recurring
€66 million gain after tax on the sale of AXA RE’s business in 2006 partly offset by (ii) the continuous favorable loss
reserve development on some run-off portfolios in 2007 together with lower reserve strengthening on Asbestos and
(iii) €19 million improvement in Life run-off portfolio fully explained by the cost of fully hedging the remaining exposure
of this portfolio in 2006.

69

ASSET MANAGEMENT SEGMENT

The Asset Management segment includes third-party asset management and asset management on behalf of
AXA insurance companies. The tables below present the revenues 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

NET INCOME

(in Euro million)
	Years ended December 31,			variation
	2008	2007	2006	2008 / 2007
AllianceBernstein	245	313	394	(68)
AXA Investment Managers	151	274	216	(123)
Contribution to net income	396	588	610	(191)

In 2008, the Asset Management segment accounted for 4% of AXA’s consolidated gross revenues after elimination of
intercompany transactions (5% in 2007 and 6% in 2006). The Asset Management segment had a positive contribution
to AXA’s 2008 consolidated net income of 43% (positive contributions in 2007: 10%, and in 2006: 12%).

The commentaries below are based on the operating results of the segment before elimination of intercompany
transactions (refer to Note 3 “Segmental Information” included in the consolidated financial statements in Item 18 of
this Annual Report on Form 20-F for further information).

70

AllianceBernstein

The operating results for AllianceBernstein are presented below for the periods indicated. The information below is
before any elimination of intercompany transactions.

(In Euro million)
	FY 2008	FY 2007	FY 2006
Gross written premiums	–	–	–
Fees and charges from investment contracts with no participating features	–	–	–
Revenues from insurance activities	–	–	–
Net revenues from banking activities	–	–	–
Revenues from other activities	2,627	3,277	3,102
Total revenues	2,627	3,277	3,102
Change in unearned premiums net of unearned revenues and fees	–	–	–
Net investment income	1	22	44
Net realized investment gains and losses	(33)	7	54
Change in fair value of financial instruments at fair value through profit & loss	(185)	–	–
Change in financial instruments impairment	–	–	–
Net investment result excluding financing expenses	(217)	29	98
Technical charges relating to insurance activities	–	–	–
Net result from outward reinsurance	–	–	–
Bank operating expenses	–	–	–
Acquisition costs	–	–	–
Amortization of value of purchased business in force	–	–	–
Administrative expenses	(1,588)	(2,054)	(1,945)
Change in tangible assets impairment	–	–	–
Change in goodwill impairment and other intangible assets impairment	–	–	–
Other income and expenses	(180)	(252)	(259)
Other operating income and expenses	(1,768)	(2,306)	(2,204)
Income from operating activities before tax	641	1,001	996
Income arising from investment in associates - Equity method	–	–	–
Financing debts expenses	(19)	(20)	(21)
Operating income before tax	622	980	974
Income tax	(154)	(317)	(216)
Net operating result	468	664	759
Result from discontinued operations net of tax	–	–	–
Net consolidated income	468	664	759
Split between :
Net income Group share	245	313	394
Minority interests share in net consolidated income	223	350	365

71

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

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 €247 million to €–217 million. On a constant exchange rate basis, net investment
result decreased by €263 million, mainly driven by the decrease in market value of incentive compensation investments
(of which €123 million was offset in general expenses).

General expenses (Other operating income and expenses) decreased by €538 million (–23%) to €–1,768 million.
On a constant exchange rate basis, general expenses decreased by €408 million (–18%). Excluding €123 million
related to 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.

Income tax expenses decreased by €163 million (–51%) to €–154 million. On a constant exchange rate basis,
income tax expenses decreased by €151 million (–48%) due to a deferred tax liability release in 2008 on undistributed
foreign earnings (€62 million) and the decline in pre-tax operating income, partly offset by €–38 million of non recurring
tax impact from AllianceBernstein units transfer in 2008.

Net income decreased by €68 million (–22%) to €245 million. On a constant exchange rate basis, net income
decreased by €50 million (–16%), as the decrease in gross revenues and net investment result was only partly offset
by lower general expenses and tax expenses.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Assets under Management (“AUM”) decreased by €0.7 billion to €543 billion, as the strong global net inflows of
€23 billion across all client categories (€13 billion from institutional clients, €4 billion from retail clients and €6 billion
from private clients) and the €37 billion market appreciation were offset by a negative €62 billion exchange rate
impact.

Gross revenues increased by 15% on a comparable basis to €3,277 million, largely due to higher base fees (+25%,
with +28% in institutional clients, +20% in retail clients and +24% in private clients) driven by higher average assets
under management (+21%) partly offset by lower performance fees (–66%), especially on hedge funds. Other revenues
(mainly distribution fees, institutional research and other fees) were up 10%.

72

General expenses (Other operating income and expenses) increased by €102 million to €–2,306 million. On a
constant exchange rate basis, general expenses increased by €310 million (+14%), mainly due to higher compensation
expenses (€+228 million) from higher headcount, increased occupancy from expansion of offices in New York and
overseas (€+25 million) and higher technology costs (€+29 million), offset by lower professional fees (€–14 million).

Income tax expenses increased by €101 million to €–317 million. On a constant exchange rate basis, income tax
expenses increased by €130 million (+60%) due to +15% higher pre tax-earnings, a higher effective tax rate resulting
from increased earnings from foreign subsidiaries, and the non recurrence of the reversal of deferred tax liability from
prior period (€81 million).

As a result of the acquisition of 8.16 million private units in February 2007, AXA Financial’s ownership interest in
AllianceBernstein increased 3 points from approximately 60.3% at December 31, 2006 to 63.2% at December 31,
2007.

Net income decreased by €80 million to €313 million. On a constant exchange rate basis, net income decreased by
€52 million (–13%) as higher revenues net of general expenses were more than offset by the non recurrence of 2006
one-time items of €86 million, mainly dilution gain from the issuance of AllianceBernstein Holding units and related
reversal of deferred tax liability from prior period.

73

AXA Investment Managers (“AXA IM”)

The operating results for AXA Investment Managers are presented below for the periods indicated. This information
below is before any elimination of intercompany transactions.

(In Euro million)
	FY 2008	FY 2007	FY 2006
Gross written premiums	–	–	–
Fees and charges from investment contracts with no participating features	–	–	–
Revenues from insurance activities	–	–	–
Net revenues from banking activities	–	–	–
Revenues from other activities	1,716	2,006	1,679
Total revenues	1,716	2,006	1,679
Change in unearned premiums net of unearned revenues and fees	–	–	–
Net investment income	284	56	41
Net realized investment gains and losses	20	1	(3)
Change in fair value of financial instruments at fair value through profit & loss	(358)	(22)	47
Change in financial instruments impairment	(0)	–	–
Net investment result excluding financing expenses	(54)	35	84
Technical charges relating to insurance activities	–	–	–
Net result from outward reinsurance	–	–	–
Bank operating expenses	–	–	–
Acquisition costs	–	–	–
Amortization of value of purchased business in force	–	–	–
Administrative expenses	(1,336)	(1,593)	(1,343)
Change in tangible assets impairment	(0)	(0)	(0)
Change in goodwill impairment and other intangible assets impairment	–	–	–
Other income and expenses	(23)	1	(5)
Other operating income and expenses	(1,359)	(1,592)	(1,348)
Income from operating activities before tax	302	449	416
Income arising from investment in associates - Equity method	(2)	–	–
Financing debts expenses	(26)	(18)	(11)
Operating income before tax	274	430	405
Income tax	(86)	(107)	(146)
Net operating result	187	323	258
Result from discontinued operations net of tax	–	–	–
Net consolidated income	187	323	258
Split between :
Net income Group share	151	274	216
Minority interests share in net consolidated income	36	49	42

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

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 AXA Group Main funds, €3 billion in Institutional and €–7 billion in
retail clients), and €17 billion change in scope (AXA MPS for €10 billion, AXA IM Korea for €9 billion, €2 billion Private

74

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 decreased by €89 million to €–54 million. On a constant exchange rate basis, net investment
result decreased by €87 million mainly due to €–48 million negative change in fair value in “Libor plus” fund and
€–30 million decrease in carried interest related to the performance of a real estate fund.

General expenses (Other operating income and expenses) decreased by €233 million (–15%) to €1,359 million, or
by €178 million (–11%) on a constant exchange rate basis. Excluding distribution fees (commissions paid to third party
distributors), general expenses decreased by €62 million mainly due to lower staff incentive.

Income tax decreased by €21 million (–19%) to €86 million, or by €11 million (–11%) on a constant exchange rate
basis, driven by lower pre-tax earnings.

Net income decreased by €123 million (–45%) to €151 million. On a constant exchange rate basis, net income
decreased by €108 million (–39%) as the decrease in gross revenues and net investment result was only partly offset
by lower general expenses and tax expenses.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Assets under management (“AUM”) increased by €64 billion to €548 billion from year-end 2006. This variation
was driven by €5 billion Net New Money (including €5 billion from Third-party institutional clients), €7 billion market
appreciation and €68 billion change in scope (mainly from the integration of Winterthur), partly offset by €–16 billion
unfavorable exchange rate variation.

Gross revenues increased by €327 million (+19%) to €2,006 million on a reported basis. On a comparable basis,
gross revenues increased by 21% mainly due to higher average assets under management. The favorable client and
product mix evolution was offset by a slight decrease in performance fees.

General expenses (Other operating income and expenses) increased by €244 million (+18%) to €1,592 million on
a reported basis at a lower pace than revenues. This evolution was mainly explained by more commissions paid to
third-party agents (directly correlated with the increase in revenues), more staff to support the business development,
and higher staff incentive.

Net income increased by €58 million to €274 million mainly driven by the operating income growth.

75

BANKING

The tables below present the gross revenues and net income for the Banking segment 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.

NET INCOME

(in Euro million)
	Years ended December 31,
	2008	2007	2006	variation 2008 / 2007
AXA Bank Europe (Belgium)	(24)	12	31	(37)
AXA Banque (France)	11	(4)	(17)	15
Others (a)	(24)	(3)	(3)	(21)
Contribution to net income	(38)	6	10	(43)

(a) includes notably German banks

In 2008, the Banking segment accounted for 0.5% of AXA’s consolidated gross revenues after intercompany elimination
(0.4% in 2007 and 0.5% in 2006). This segment contributed for –4% to AXA’s consolidated net income in 2008
(in 2007: 0% and 2006: 0%).

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

AXA Bank Europe (Belgium)

Net banking revenues decreased by €22 million (–9%) to €224 million. On a constant exchange rate, net banking
revenues increased by €33 million (+15%) to €249 million after intercompany elimination 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.

Net income decreased by €37 million to €–24 million driven by a strong decrease of the net realized capital gains
and impairments on equities and CDO’s due to the unfavorable performance of stock markets and of the credit crisis
(€–58 million), the negative change in fair value of mutual funds and other assets covered with a fair value hedge or
natural hedge (€–24 million) and by an increase in expenses (€–22 million) following the expansion of the banking
activity to other countries. This decrease was partly offset by a higher interest margin (€+42 million) and by lower
Winterthur integration costs (€+15 million).

76

AXA Banque (France)

Net banking revenues increased by €33 million (+38%) to €118 million. On a comparable basis and after
intercompany elimination, net banking revenues increased by €20 million (+25%) to €102 million 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.

Net income increased by €15 million to €11 million resulting from a favorable impact of the change in fair value of
macro-hedging derivative instruments (from €–4 million to €23 million), partly offset by the development cost of the
commercial activity in savings and current accounts.

AXA Bank (Germany)

Net banking revenues decreased by €11 million (–45%) to €13 million. On a constant exchange rate, 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.

Net income decreased by €2 million to €–4 million due to a bond impairment.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

AXA Bank Europe (Belgium)

Net banking revenues were down €–60 million or 20% to €246 million gross of intercompany transactions. On a
comparable basis (since the first half year 2007, commissions paid on deposit accounts and current accounts are
included in net revenues from banking activities and not anymore in bank operating expenses), net banking revenues
were down €–38 million or 15%, in the context of an unfavorable yield curve and higher refinancing costs following
higher short term interest rates.

Net income decreased by €18 million to €12 million driven by higher integration costs related to early retirement
pension plan (€–25 million), lower change in fair value of mutual funds (€–14 million) and the non recurrence of 2006
trading equities activity (€–5 million) partly offset by the change in fair value of loans covered by fair value hedge and
related derivatives (€15 million) and the increase in commercial margin (€+18 million).

AXA Banque (France)

Net income increased by €14 million to €–4 million, reflecting a €14 million less negative impact of the change in fair
value of macro-hedge derivative instruments (from €–17 million to €–4 million).

AXA Bank (Germany)

Net banking revenues decreased by €3 million to €24 million before intercompany elimination mainly due to
increasing refinancing expenses for the credit business.

Net income decreased by €4 million to €–2 million due to lower revenues and higher expenses.

77

HOLDINGS AND OTHER COMPANIES

The Holdings and other companies include AXA’s non-operating companies, and consist mainly of 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.

The net (loss) income from these activities is presented in the table below for the periods indicated.

(in Euro million)
	Years ended December 31,
	2008	2007	2006	variation 2008 / 2007
AXA SA	448	(532)	(584)	980
Other French Holding companies	18	(21)	22	38
Foreign Holding companies	(507)	245	(183)	(752)
Others	22	20	33	2
Contribution to net income	(19)	(287)	(712)	269

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Net income increased by €269 million to €–19 million in 2008. On a constant exchange rate basis, net income was
up €218 million mainly due to:

(i) AXA SA’s net income up €980 million to €448 million of which €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 a €–96 million
higher financial charge notably related to external growth financing and internal refinancing, a €–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.

Partly offset by a decrease of €802 million to €–558 million in Foreign Holding companies driven by:

(ii) Belgium Holdings’ net income down €483 million to €–21 million due to the non-recurrence of the 2007 sale of the
Netherlands activities (€480 million).

(iii) UK Holdings’ net income down €267 million to €–252 million mainly driven by a €–189 million exchange rate loss
primarily arising from the revaluation of Euro-denominated inter-company loans.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Net income amounted to €–287 million in 2007. Excluding the contribution of Winterthur in 2007 (€–40 million) and

on a constant exchange rate basis, net income was up €455 million mainly due to the €406 million gain on the sale of

the Netherlands’ activities reported in “Foreign Holding companies”.

The increase was also due to:

(i) AXA SA’s net income up €52 million to €–532 million of which €+91 million change in the mark-to-market of interest

rate and foreign exchange derivatives instruments not considered as hedge accounting partly offset by €–17 million

of Winterthur integration costs (wind down costs related to the head office).

78

Partly offset by:

(ii) AXA France Assurances net income decreased by €18 million to €-25 million mainly due to higher tax expenses

(€+12 million) resulting from higher dividends (eliminated in consolidation) received from operational entities and the

non recurring 2006 tax gain (€3 million),
(iii) Other French holdings net income decreased by €25 million to €5 million mainly due to the change in fair value of

derivatives not eligible to hedge accounting (a €30 million loss in 2007 versus a €15 million profit in 2006).

GLOSSARY

Comparable basis

On a comparable basis means that the data for the current year period were restated using the prevailing foreign
currency exchange rate 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).

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).

Net investment result

Net investment result includes the following items: net investment income, realized capital gains and losses, change
in fair value of financial instruments through P&L and valuation allowances and release in respect of impaired invested
assets.

Property & Casualty (including AXA Corporate Solutions
Assurance)

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.

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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.

Expense ratio is the ratio of:

(i) Expenses (excluding claims handling costs), to

(ii) Earned revenues, gross of reinsurance.

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

All ratios exclude customer intangible amortization and integration costs related to material newly acquired

companies.

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.

LIQUIDITY AND CAPITAL RESOURCES

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.4 “Liquidity and Capital
Resources” pages 111 to 116.

80

SUPPLEMENTARY INFORMATION-
CONTRACTUAL OBLIGATIONS AND
SPECIFIC INFORMATION RELATING TO
OFF-BALANCE SHEET ARRANGEMENTS

A schedule of major future payments under certain material contractual obligations for the AXA Group is set out in the
table below as at December 31, 2008.

(in Euro million)
	Carrying value by contractual maturity			Total carrying value
	12 months or less (a)	More than 1 year up to 5 years (b)	More than 5 years (c)	as at December 31, 2008
Financing debt	4,753	2,863	6,474	14,090
Other debt instruments issued, notes and bank overdrafts	3,851	1,227	1,567	6,644
Liabilities arising from insurance and investment contracts (d)	24,670	74,112	389,810	488,593
of which Life & Savings liabilities relating to contracts including a surrender option with some surrender benefit before maturity	14,078	56,930	305,853	376,860
Total	33,274	78,202	397,851	509,327

(a) Relates to payments due in 2009.

(b) Relates to payments due from 2010 to 2014.

(c) Relates to payments due in 2015 and thereafter.

(d) Liabilities arising from insurance and investment contracts represent estimated cash flows related to the payment of death and disability
claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on unit-linked contracts, matured endowments, payments
under property and casualty contracts and accident and health contracts, policyholder dividends and future renewal premium-based and
fund-based commissions offset by contractual future premiums and deposits on inforce contracts. These estimated cash flows are based on
mortality, morbidity, lapse assumptions and claims payment patterns comparable with AXA’s experience. These amounts are undiscounted
and, therefore, exceed the liabilities arising from insurance and investment contracts included in the consolidated balance sheet. They do not
reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates
(see “Critical accounting Policies – Reserve estimation”). Unit-linked contracts have been excluded as these liabilities are not exposed to
interest-rate or dur ation risk, except unit-linked contracts with performance guarantees. the Group holds assets perfectly matching the
obligations.

Not included in the above discussion were unrecognized tax benefits of €579 million.

This table includes financing debt and other debt (including subordinated debt issued by the Company and its
subsidiaries and non-subordinated debt) (please refer to detailed disclosure in Notes 16 and 17 to the consolidated
financial statements included in Item 18 of this Annual Report on Form 20-F) and excludes the effect of related derivatives
(see Note 19 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F) and
related accrued interests. This table also excludes Deeply Subordinated Debts that are classified as shareholders’
equity (see Note 13 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F).

Even though such amounts are classified as shareholders’ equity under IFRS because there is no obligation other than
at liquidation or through economic compulsion, the Company experienced, in the past, patterns of reimbursements.
Some of these instruments contain the following features:

– calls on certain dates, at the Group’s option, giving AXA the ability to repurchase the instrument at principal amount
before a stated date, without penalty,

– interest step-up clauses with effect from a given date.

Such instruments are excluded from the above table because the exercise of these options, if any, highly depends on
market conditions.

81

As described above, AXA also borrowed amounts from credit institutions, amounting to €6,925 million at the end of
2008, including bank overdrafts for €1,415 million (At the end of 2007: €4,873 million and €1,493 million respectively,
and at the end of 2006: €4,094 million and €1,338 million respectively). Of the total amounts owed, nearly all of the
arrangements are payable on demand, except those of the Company.

The table also includes 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, as already mentioned, some
of the contracts contain a surrender option controlled by the policyholder that may reduce their duration.

The projections shown above cannot be compared with the reserves carried on the balance sheet included in the
consolidated financial statements, 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.

In addition, from time to time, the Company and/or its subsidiaries may become involved in contractual arrangements
to which an unconsolidated entity is a party, which may assume many different forms such as guarantees, subordinated
retained interests in assets transferred, derivative instruments, obligations under variable interest entities including
special purpose entities and other contingent arrangements. Information on contingent commitments material to AXA
can be found in Notes to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F,
specifically: Note 16 for Financing debt, Note 17 for Payables, Note 19 for derivative instruments, and Note 28 for
contingent assets and liabilities and unrecognized contractual commitments. 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
wi th non-consolidated special purpose entities (SPEs) do not allow AXA to exercise control over such SPEs; (ii) SPEs
controlled by AXA are consolidated as disclosed in Note 2.2 to the financial statements; and (iii) AXA’s investments in
non consolidated investment funds are limited to shares in these funds and do not constitute control, consequently,
these funds do not meet the definition of off-balance sheet arrangements and any arrangements between AXA and
these funds are disclosed in Note 28 of the financial statements, as appropriate.

Trends and uncertainties related to the scope of consolidation are described in Scope of Consolidation section included
in Critical Accounting Policies at the beginning of this Item 5, together with the bi-annual review process of entities to
be included in the scope of consolidation.

CONSOLIDATED CASH-FLOWS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part V “Consolidated Financial Statements”,
Note 12.2 “Changes in cash and cash equivalents” pages 306 to 307.

82

Item 6. Directors, Senior
Management and Employees

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.1 ”Directors, senior management and employees” and Section 3.2 “Full disclosure on executive
compensation and share ownership” pages 118 to 178.

Item 7. Major Shareholders and
Related Party Transactions

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.4 “Major shareholders and related party transactions” pages 181 to 185.

Item 8. Financial Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.3 “Certain financial information” page 228.

Item 9. The Offer and Listing

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.5 “The offer and listing” pages 188 to 190.

Item 10. Additional Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part VI “Certain additional information” pages 416 to 430 and Part II, Section 2.2 “Information on the Company” pages
14 to 16.

83

Item 11. Quantitative and
Qualitative Disclosures About
Market Risk

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.2 pages 206 to 227.

Item 12. Description of
Securities Other than Equity
Securities

Not applicable

84

Part II

Item 13. Defaults, Dividend
Arrearages and Delinquencies

None

Item 14. Material Modifications
to the Rights of Security
Holders and Use of Proceeds

None

Item 15. Controls and
Procedures

(a) Disclosure Controls and Procedures

As of December 31, 2008 (the “Evaluation Date”), the Company conducted an evaluation, pursuant to Rule 13a-15
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of the
design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date, such disclosure controls and procedures
(which include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure) were effective to provide reasonable assurance that information require d to be
disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC.

85

(b) Management’s annual report on internal control over
financial reporting

Management, including AXA’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over AXA’s financial reporting.

AXA’s internal control over financial reporting 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. Internal control over financial reporting includes policies and
procedures that:

– Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect 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 applicable 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.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of AXA’s internal control over financial reporting on the
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management concluded that AXA’s internal control over financial
reporting was effective as of December 31, 2008.

AXA’s internal control over financial reporting as of December 31, 2008, was audited by PricewaterhouseCoopers
Audit, an independent registered public accounting firm, as stated in their attestation report beginning on page F-2 of
this Annual Report on Form 20-F.

(c) Attestation Report of the Registered Public Accounting
Firm

The effectiveness of internal control over financial reporting as of December 31, 2008, was audited by
PricewaterhouseCoopers Audit, an independent registered public accounting firm, as stated in their report included
under Item 18 of this Annual Report on Form 20-F.

(d) Changes in Internal Controls Over Financial Reporting

There have been no significant changes in the Company’s internal controls over financial reporting that occurred
during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.

86

Item 16A. Audit Committee
Financial Expert

AXA’s Supervisory Board has created an Audit Committee which operates in accordance with an Audit Committee
Charter and the Rules of Procedure of the Supervisory Board that defines the Committee’s responsibilities. AXA’s
Supervisory Board has reviewed the qualifications of all Audit Committee members and believes, based on their
considerable business and financial experience, that all members of the Committee are financially literate, have the
requisite experience and qualifications to fulfill their duties as Audit Committee members. The Supervisory Board has
determined that Messrs. Hamilton, Lachmann and Folz, all of whom are considered independent according to the
criteria contained in the AFEP / MEDEF Code and the Sarbanes-Oxley Act, come within the definition of “financial
experts” as set forth in the instructions to Item 16A, and has designated them as the Audit Committee’s financial
experts. For additional in formation concerning the Audit Committee including the scope of its responsibilities, its
composition and the business experience and qualifications of its members, please see the AXA Group 2008 Annual
Report, Part III, Section 3.1” Directors, senior management and employees” pages 129 to 130 which are incorporated
herein by reference.

Item 16B. Code of Ethics

In February 2004, AXA’s Supervisory Board adopted the AXA Group Compliance and Ethics Guide (the “Ethics Guide”)
which includes, among other policies, a Code of Ethics that applies to directors, officers and employees of AXA Group
companies worldwide, including AXA’s principal executive, financial and accounting officers. An updated version of the
Ethics Guide, including a restructured Code of Ethics (which added certain new provisions) and a new “whistleblower”
policy (revised to reflect specific French rules concerning whistleblower policies), was distributed in March 2006. In
2008, no amendments were made to and no waivers were granted in respect of the Code of Ethics.

The AXA Group Compliance and Ethics Guide is posted on AXA’s website:
http://www.axa.com/lib/en/uploads/refdoc/compliance/AXA_Compliance_Guideb.pdf

In the event AXA amends its Ethics Guide or grants a waiver that would otherwise require disclosure in its Form 20-F,
the Company will instead disclose the required information on the website noted above.

Item 16C. Principal Accountant
Fees and Services

Fees and Services

PricewaterhouseCoopers (PwC) has served as AXA’s independent public accountant for each of the fiscal years in the
three-year period ended December 31, 2008 with respect to the audited financial statements included in Item 18 of
this Annual Report on Form 20-F.

87

The following table presents the aggregate fees for audit and permitted non-audit services rendered by PwC to AXA
and its consolidated subsidiaries in 2008 and 2007:

		(In Euro million)
	PricewaterhouseCoopers
	2008	2007
Audit fees	41.8	44.8
Audit related services	4.0	3.9
Tax fees	4.1	4.7
Other non audit fees	0.6	0.3
TOTAL	50.6	53.7
Fees for audit of investment funds (SEC registered and non registered)	10.4	10.6
TOTAL	61.0	64.3

Audit fees consist of fees billed for the audit of consolidated financial statements of AXA and its subsidiaries, audits of
subsidiary financial statements (including statutory audits required by local law), review of interim financial statements
and other procedures required to be performed by PwC in connection with these reviews and/or the issuance of its
audit opinions. Audit fees also include fees for services performed by PwC that are closely related to the audit and in
many cases could only be provided by our independent auditors. Such services include comfort letters and consents
provided in connection with capital raising activities, certain reports, attestations, or similar documents relating to
regulatory filings by AXA and its subsidiaries, reviews of AXA’s internal controls, including reviews and testing of
information systems, and consultations relating to periodic audit or reviews.

Audit related fees consist of fees billed by PwC for services that are related to the performance of the audit or review
of the consolidated financial statements of AXA and its subsidiaries. Audit related services include consultations on
accounting and financial reporting standards, assistance with statutory financial reporting, advice on internal controls
and regulatory compliance related issues, due diligence services in connection with potential business acquisitions or
disposals, special purpose reports required for governmental authorities or other parties, training and seminars, and
other similar types of services.

Tax fees consist of fees billed for tax compliance, tax planning and advice, expatriate tax services and similar tax
services.

Other non-audit fees consist of fees billed for non-audit services permitted by the SEC’s auditor independence rules
and which AXA’s Audit Committee has determined do not otherwise impair the auditor’s independence or judgment,
including advisory services with respect to non-financial systems including risk and control assessments, and expatriate
administration services.

Audit Committee pre-approval policies and
procedures

The Audit Committee is responsible, to the extent permitted by French law, for the appointment, compensation,
retention and oversight of the Company’s independent auditors. As part of this responsibility, the Audit Committee
pre-approves all permitted audit and non-audit services performed by the independent auditor in accordance with
applicable Sarbanes requirements.

88

AXA’s Audit Committee has adopted a policy requiring pre-approval of all audit and permitted non-audit services
provided by the independent auditor which is designed to ensure that provision of these services does not impair the
auditor’s independence or judgement. The policy identifies the guiding principles that must be considered by the Audit
Committee in approving services; describes the audit, audit related, tax and other non-audit services that may and
may not be provided; and sets forth the pre-approval requirements for all permitted services. The policy provides for
general pre-approval of certain specified permitted services up to €200,000 per engagement and requires specific
pre-approval for engagements exceeding that amount and for all other permitted services. The Audit Committee has
also delegated to its Chairman the authority to address requests for pre-approval of certain specified permitted services
with fees up t o a maximum of €1,000,000 between Audit Committee meetings.

Item 16D. Exemptions from
the Listing Standards for Audit
Committees

AXA’s Audit Committee includes three members, Messrs. Hamilton, Lachmann and Suleiman, who are also directors
of certain AXA Group subsidiaries and with respect to whom AXA relies on the exemption from independence
requirements afforded by Rule 10A-3(b)(1)(iv)(B) under the Securities Exchange Act of 1934, as amended. AXA believes
that such reliance does not materially adversely affect the ability of the Audit Committee to act independently or to
satisfy the other requirements of Rule 10A-3.

Item 16E. Purchases of Equity
Securities by the Issuer and
Affiliated Purchasers

The table below sets forth the information with respect to the purchases of AXA ordinary shares for the year ended
December 31, 2008, by or on behalf of AXA or any “affiliated purchaser”, as such term is defined in Rule 10b-18(a)(3)
under the Securities Exchange Act of 1934, as amended, except for purchases of ordinary shares delivered in the form
of ADRs to beneficiaries under AXA Financial’s stock option program. This table does not include purchases among
“affiliated purchasers”, as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as
amended.

89

Year 2008	Total number of Shares (or Units) purchased	Average Price of Shares (or Units) paid per share (or Units) (in Euro)	Total number of Shares (or Units) purchased as part of publicly announced plans or programs	Maximum number of Shares (or Units) that yet may be purchased under the plans or programs
January 1 to January 31	4,256,543	24.44	4,256,543	194,544,175
February 1 to February 29	2,951,615	22.01	2,951,615	194,437,740
March 1 to March 31	1,770,568	20.77	1,770,568	195,679,792
April 1 to April 30	1,969,245	23.63	1,969,245	196,901,256
May 1 to May 31	2,778,000	22.99	2,778,000	196,317,922
June 1 to June 30	2,727,069	20.16	2,727,069	195,222,333
July 1 to July 31	3,632,673	18.24	3,632,673	197,081,745
August 1 to August 31	1,279,048	20.45	1,279,048	198,786,116
September 1 to September 30	4,572,294	21.42	4,572,294	198,409,496
October 1 to October 31	9,995,553	17.66	9,995,553	194,518,020
November 1 to November 30	3,953,816	13.28	3,953,816	197,131,610
December 1 to December 31	1,882,934	15.08	1,882,934	204,196,309
TOTAL	41,769,358	19.61	41,769,358

The information provided in the above table relates to two share repurchase programs approved by AXA’s shareholders
in accordance with French law.

a. Dates at which each plan or program was announced:

The first share repurchase program was announced on May 14, 2007.
The second share repurchase program was announced on April 22, 2008.

b. Amount (or share or unit amount) approved:

The first share repurchase program was approved for a maximum amount of €8,233,910,055.
The second share repurchase program was approved for a maximum amount of €9,273,390,705.

c. Expiration date (if any) of each plan or program:

The first share repurchase program was initially scheduled to expire on November 13, 2008.
The second share repurchase program was initially scheduled to expire on October 21, 2009.

d. Plan or program that has expired during the period covered by the table:
The first share repurchase program expired on April 22, 2008.

e. Plan or program the issuer has determined to terminate prior to expiration, or under which the issuer does not intend
to make further purchases:

Not applicable

Item 16F. Change in
Registrant’s Certifying
Accountant

None

90

Item 16G. Corporate
Governance

The following is a brief explanation of the principal ways in which AXA’s corporate governance practices differ from the
New York Stock Exchange corporate governance rules applicable to U.S. domestic companies listed on the NYSE.

Many of the corporate governance rules in the NYSE Listed Company Manual (the “NYSE Governance Rules”) do not
apply to AXA as a “foreign private issuer”. However, Rule 303A-11 requires foreign private issuers to describe significant
differences between their corporate governance standards and the corporate governance standards applicable to
U.S. companies listed on the NYSE. While management believes that AXA’s corporate governance practices are
similar in many respects to those of U.S. companies listed on the NYSE and provide investors with protections that
are comparable in many respects to those envisioned by the NYSE Governance Rules, there are certain important
differences described below.

AXA’s corporate governance principles and practices reflect applicable laws and regulations in France as well as those
in the United States, including applicable provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes”). The composition
and responsibilities of AXA’s Supervisory Board, the various Supervisory Board committees that have been established,
and AXA’s Management Board are set forth in the AXA Group 2008 Annual Report, Part III, Section 3.1 “Directors,
senior management and employees” (pages 118 to 139). In addition to complying with all applicable laws and regulations
concerning corporate governance, AXA’s governance principles and practices and its financial communications also
take into account various “best practices” that have developed in recent years in the French, broader European, and
U.S. markets. While these best practices are often not mandatory for AXA from a technical point of view, management
believes that many of them have become (or will develop into) de facto market standards for large international
companies such as AXA as they provide shareholders and financial markets with an important measure of transparency.
Management also believes that these best practices help facilitate effective and transparent interaction and dialogue
between AXA’s Supervisory Board and Management Board.

AXA has a dual board structure, consisting of a Supervisory Board elected by the shareholders and a Management
Board appointed by the Supervisory Board. This dual governance structure provides a framework governing the
exercise of corporate power separating the powers of management (exercised by the Management Board) from those
of supervision (exercised by the Supervisory Board). Unlike the Board of Directors of a U.S. company which often
ncludes executive (i.e. “inside”) directors, under French law, AXA’s Supervisory Board may not include any members
of executive management or other employees subject only to a limited exception that permits shareholders to elect
an employee representative to the Supervisory Board under certain circumstances¹. The Supervisory Board evaluates
the independence of its members using various criteria including, among others, the recommendations set forth in
the French corporate governance c ode established by the Association Française des Entreprises Privées (AFEP) and
the Mouvement des Entreprises de France (MEDEF), as well as the standards set forth in the Sarbanes for assessing
ndependence of Audit Committee members. We believe that these criteria for independence are generally consistent
with those of the NYSE Governance Rules (i.e. an independent director may have no material financial or other
relationship with an issuer that would give rise to an actual or perceived conflict of interest); however, the specific tests
of “independence” differ on certain points.

¹ Under French law, in cases where the employees, as a group, collectively, hold more than 3% of a company’s outstanding ordinary shares,
the company is required to present one or more “employee-representative” candidates for election to its Supervisory Board. This “employee-
representative” represents the interests of the employee shareholders. At their Annual Shareholders Meeting on April 22, 2008, AXA’s
shareholders elected a new “employee representative” to AXA’s Supervisory Board in accordance with the requirements of French law.

91

Under French law, the committees of AXA’s Supervisory Board are advisory in nature and have no independent or
delegated decision making authority. This is different compared to a U.S. company listed on the NYSE where, for
example, the NYSE Governance Rules require that certain Board committees (e.g., nominating or audit committees) be
vested with decision-making powers on certain matters. Under French law, ultimate decision-making authority rests with
the Supervisory Board and board committees are charged with examining matters within the scope of their charter and
making recommendations on these matters to the Supervisory Board. In addition, under French law the decision as to
appointment of a company’s independent financial statement auditors belongs to the company’s shareholders and must
be made by the shareholders at their annual general meeting upon recommendation of the Supervisory Board. This is
different from a U.S. compa ny listed on the NYSE where the NYSE Governance Rules require this decision to be made
by the Audit Committee of the Board. In light of the NYSE Governance Rules and the requirements of Sarbanes, however,
AXA’s Supervisory Board has approved an Audit Committee Charter providing that the Audit Committee is responsible,
to the extent permitted by French law, for the appointment, compensation, retention and oversight of AXA’s independent
financial statement auditors and for making all recommendations to the Supervisory Board with respect to these matters.
Finally, unlike U.S. listed companies which are required to have one single independent financial statement auditor, French
law requires French listed companies, like AXA, to have two statutory auditors. In this respect, the requirements and spirit
of French law are consistent with the overriding goal of the NYSE Governance Rules (i.e. the audit of a listed company’s
accounts must be conducted by auditors independent from company management).

With respect to approval of employee benefit plans, the NYSE Governance Rules require shareholder approval of all
equity compensation plans and material revisions to such plans. The definition of “equity compensation plans” covers
plans that provide for the grant to employees or directors of either newly issued securities or treasury securities. Under
French law, AXA’s shareholders must approve the aggregate number of ordinary shares that may be issued by AXA in
connection with any stock option or similar equity based compensation plan that involves issuance of new shares by
AXA. This shareholder approval is required regardless of whether the plan is for top management only or for employees
generally. Under French law, however, shareholders are not required to approve all specific terms of such plans or
amendments to them. In addition to this specific requirement for stock option and similar equity based compensation
plans, Frenc h law requires AXA’s shareholders to approve other increases of share capital in general.

With respect to related party transactions, French law requires the Supervisory Board to approve a broadly-defined
range of transactions that could potentially create conflicts of interest between AXA, on the one hand, and its directors
and officers, on the other hand. While the precise scope of this requirement and its application may differ from those
applicable to U.S. companies listed on the NYSE, this requirement is generally consistent with various provisions in the
NYSE Governance Rules that require disclosure and/or approval of various types of related party transactions.

Finally, as a “foreign private issuer,” AXA is exempt from rules under the U.S. Securities Exchange Act of 1934 (the “Exchange
Act”) that impose certain disclosure 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, nor
is it required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there
may be less information concerning AXA publicly availab le than there is for U.S. listed companies. In addition, as a “foreign
private issuer”, AXA’s Chief Executive Officer and Chief Financial Officer are required to file the certifications required by
Sections 302 and 906 of Sarbanes on an annual basis (with the filing of AXA’s Annual Report on U.S. Form 20-F) rather than
on a quarterly basis as would be the case of a U.S. domestic company filing quarterly reports on Form 10-Q.

For more information regarding (i) AXA’s corporate governance, please see Items 7, 9 and 10 of this Annual Report on
Form 20-F, and (ii) certain risks related to our operations including certain risks related to governance and NYSE listing
matters, please see Item 3 – “Key information – Risk Factors” of this Annual Report on Form 20-F.

92

Part III

Item 17: Financial Statements

Not applicable

Item 18: Financial Statements

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part V pages 230 to 412.

F-1

Report of Independent Registered Public
Accounting Firm

To the supervisory board and shareholders of AXA

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income,
of shareholders’ equity and of cash flows (appearing in the AXA Group 2008 Annual Report, Part V on pages 230 to
412) and the financial statement schedule appearing on S-1 to S-6, present fairly, in all material respects, the financial
position of AXA and its subsidiaries at December 31, 2008, 2007 and 2006, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2008 in conformity with International
Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with
International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based
on criteria established in Inter nal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements,
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in “Management’s annual report on internal controls over financial reporting”,
appearing under Item 15(b) of this 2008 Annual Report on Form 20-F. Our responsibility is to express opinions on
these financial statements and on the Company’s internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States) and International Standards on Auditing. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are fr ee of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.

F-2

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Neuilly-sur-Seine, France
March 26, 2009

PricewaterhouseCoopers Audit

Michael P. Nelligan                                                Eric Dupont

F-3

Schedule

AXA (Parent Company)

BALANCE SHEET
Assets

(In Euro million)
		December 31, 2008
		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		0		0	0	0
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	0
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

S-1

Schedule

AXA (Parent Company)

Liabilities

				(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 DEBTS		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

S-2

Schedule

AXA (Parent Company)

INCOME STATEMENT

(in Euro million)
(Years ended December 31)		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)	0	0
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 / (LOSS) FOR THE FINANCIAL YEAR	VI + VII +VIII	(1,253)	1,765	1,433

S-3

Schedule

AXA (Parent Company)

STATEMENT OF CASH FLOWS

(In Euro million)
(Years ended December 31)	2008	2007	2006
Net income (Loss)	(1,253)	1,765	1,433
Adjustments to reconcile net income to cash provided by operating activities:
– Net realized investment losses (gains)	157	(317)	(39)
– Change in income taxes liabilities (net)	(569)	(135)	368
– Changes in others assets and liabilities	2,583	(115)	(203)
Net cash provided by operating activities	918	1,198	1,559
Cash flows from investing activities:
– Maturities and sales of investments	4,436	4,942	1,981
– Purchase of investments	(121)	(101)	(1)
– Investments in subsidiaries	(10,851)	(4,349)	(12,446)
Net cash provided by (used in) investing activities	(6,536)	492	(10,466)
Cash flows from financing activities:
– Additions to debt	10,753	4,959	7,074
– Repayment of debt	(1,621)	(1,025)	(835)
– Issuance of ordinary shares	532	703	4,605
– Decrease in shareholder’s equity	–	(1,899)	(305)
– Dividends	(2,462)	(2,203)	(1,635)
Net cash provided by financing activities	7,202	535	8,904
Change in cash and equivalents	1,584	2,225	(3)
Cash and equivalents beginning of year	2,542	317	320
Cash and equivalents end of year	4,126	2,542	317

S-4

Schedule

AXA (Parent Company)
Notes to Parent Company Financial Statements

1. Long-term Debt and Other Obligations

At December 31, 2008, 2007 and 2006, long-term debt and borrowings amounted to €17,850 million, €8,505 million
and €4,932 million, respectively. At December 31, 2008 aggregate maturities of long-term debt and borrowings
based on required payments at maturity for 2008, the following four years and thereafter, were €6,689 million in 2009,
€714 million in 2010, €337 million in 2011, €4,552 million in 2012, and €5,557 million in 2013 and thereafter.

Information relating to financing debt (including terms of redemption by the issuer and share conversion) can be found in Part V, Note 16
“Financing debt” in the AXA Group 2008 Annual Report, pages 337 to 338.

2. Guarantees

The guarantees given by the Company were €11,968 million as at December 31, 2008 and consisted mainly of
guarantees given to Group entities (€4,545 million) and redemption premium on subordinated convertible bonds for
€685 million.

The guarantees received by the Company amounted to €8,199 million at December 31, 2008 and consisted mainly
of credit lines from banks.

Guarantees are described in Part V, Note 27 “Related party transactions” and Note 28 “Contingent assets and liabilities and
unrecognized contractual commitments” in the AXA Group 2008 Annual Report, pages 402 to 407.

3. Material Differences Between French GAAP and IFRS

The Parent Company financial statements are prepared in accordance with generally accepted accounting principles
in France (French GAAP). These accounting principles differ in certain material respects from IFRS.

The main difference between French GAAP (statutory basis) and IFRS (consolidated basis) at the Parent Company level
relates to the accounting for equity investments in which the Company has significant influence. Under French GAAP,
the cost method of accounting is used, whereas, under IFRS, the equity method of accounting is used.

“Other adjustments” includes :

– a loss recorded in French GAAP 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 in the statement of income.

S-5

– A €1,335 million increase in the mark to market (net of premiums) of equity derivatives set up to reduce the Group
exposure to equities ; in French GAAP, unrealized capital gains on derivatives are not recognized in the income
statement.

NET INCOME

(In Euro million)
	2008	2007	2006
Net income in accordance with French GAAP (statutory basis)	(1,253)	1,765	1,433
Dividends from subsidiaries	(2,672)	(2,171)	(1,574)
Contribution of consolidated subsidiaries under equity method	475	6,198	5,669
Other adjustments	4,373	(126)	(443)
Net income in accordance with IFRS (consolidated basis)	923	5,666	5,085

SHAREHOLDERS’ EQUITY

(In Euro million)
	2008	2007	2006
Shareholders’ equity in accordance with French GAAP (statutory basis)	27,357	30,533	32,160
Equity method adjustments	10,083	15,109	15,066
Shareholders’ equity in accordance with IFRS (consolidated basis)	37,440	45,642	47,226

S-6

Item 19. Exhibits

The following is a list of exhibits filed with this Annual Report or incorporated herein by reference.

Index

Number Description

1. (a) “Statuts” of the Company.
(b) “Règlement Intérieur” of the Company.

2. Amended and Restated Deposit Agreement, dated April 27, 2001, between AXA, The Bank of New York
and all owners from time to time of American Depositary Receipts issued thereunder, filed as Exhibit 3A to
the Registration Statement on Form F-6 filed on April 18, 2001 (registration number no. 333-13376) and
incorporated herein by reference.

3. Voting Trust Agreement dated May 12, 2002.

4. Employment Agreement, dated May 11, 2001, between Christopher M. Condron, and AXA Financial, Inc.,
filed as exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2001,
filed on August 13, 2001 and incorporated herein by reference.

8. List of the Company’s consolidated subsidiaries at December 31, 2008 is provided in Note 2 to the

Consolidated financial statements included as Part V in the AXA Group 2008 Annual Report included herein
as Exhibit 15(b) to this Annual Report on Form 20-F.

12.(a) Certification required of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act
of 2002.
(b) Certification required of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of
2002.

13. (a) Certification required of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) Certification required of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of
2002.

15.(a) Consent of Independent Accountants.
(b) The specific portions of the AXA Group 2008 Annual Report incorporated by reference in this Annual
Report on Form 20-F (incorporated by reference from Exhibit I of AXA’s Report on Form 6-K furnished to
the SEC on March 27, 2009). For the avoidance of doubt, the AXA Group 2008 Annual Report contained
in Exhibit I of AXA’s Report on Form 6-K furnished to the SEC on March 27, 2009 is furnished to the SEC
for information purposes only and is not hereby filed as an exhibit except for such specific portions as are
expressly incorporated by reference in this Annual Report on Form 20-F.

E-1

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.

	AXA
/s/	Denis Duverne
	Denis Duverne Chief Financial Officer Member of the Management Board

Date: March 27, 2009

SS-1

Index to Exhibits

Index

Number Description

1. (a) “Statuts” of the Company.*
(b) “Règlement Intérieur” of the Company.*

2. Amended and Restated Deposit Agreement, dated April 27, 2001, between AXA, The Bank of New York
and all owners from time to time of American Depositary Receipts issued thereunder, filed as Exhibit 3A to
the Registration Statement on Form F-6 filed on April 18, 2001 (registration number no. 333-13376) and
incorporated herein by reference.

3. Voting Trust Agreement dated May 12, 2002.*

4. Employment Agreement, dated May 11, 2001, between Christopher M. Condron, and AXA Financial, Inc.,
filed as exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2001,
filed on August 13, 2001 and incorporated herein by reference.

8. List of the Company’s consolidated subsidiaries at December 31, 2008 is provided in Note 2 to the

Consolidated financial statements included as Part V in the AXA Group 2008 Annual Report included herein
as Exhibit 15(b) to this Annual Report on Form 20-F.

12.(a) Certification required of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act
of 2002.*
(b) Certification required of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of
2002.*

13. (a) Certification required of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act
of 2002.*
(b) Certification required of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of
2002.*

15.(a) Consent of Independent Accountants.*
(b) The specific portions of the AXA Group 2008 Annual Report incorporated by reference in this Annual
Report on Form 20-F (incorporated by reference from Exhibit I of AXA’s Report on Form 6-K furnished to
the SEC on March 27, 2009). For the avoidance of doubt, the AXA Group 2008 Annual Report contained
in Exhibit I of AXA’s Report on Form 6-K furnished to the SEC on March 27, 2009 is furnished to the SEC
for information purposes only and is not hereby filed as an exhibit except for such specific portions as are
expressly incorporated by reference in this Annual Report on Form 20-F.

Filed as exhibit herewith.

EX-1

AXA

(the "Company")

RULES OF PROCEDURE
OF THE SUPERVISORY BOARD

.December 18.2008

These Rules of Procedure of the Supervisory Board have been drawn up in accordance with
Article 12.5 of the Company's Bylaws. They may be amended at any time by a simple
decision of the Supervisory Board.

Article 1 - Meetings of the Supervisory Board

1.    The Supervisory Board shall meet as often as the Company's interest requires it and at
least once each quarter. Notices of meeting shall be served by any means, even verbally.
The notices of meeting may be sent by the Secretary of the Supervisory Board.

A meeting shall be called by the Chairman or, if he is impeded from doing so, by the
Deputy Chairman.

The Chairman must call a meeting of the Supervisory Board on such date that is no later
than fifteen days after the Management Board or at least one third of the members of the
Supervisory Board present him with a request to do so, with reasons provided. If the
request is not followed up, its authors may themselves call the meeting, giving notice of
its agenda. Failing that, the agenda shall be decided by the Chairman, who can do it even
at the start of the meeting.

Meetings shall be held in any place as specified in the notice of meeting.

2.    A member of the Supervisory Board may appoint another member of the Supervisory
Board as proxy to represent him/her at a meeting of the Supervisory Board.

At any one meeting, each member of the Supervisory Board may have only one of the
proxies received pursuant to the above paragraph.

The provisions of the two preceding paragraphs apply to the permanent representative of
an entity.

The proceedings of the Supervisory Board shall be valid only if at least half of its
members are present. Decisions shall be taken at a majority vote of the members present
or represented. In the event of a split vote, the Chairman of the meeting shall have the
deciding vote.

The members of the Supervisory Board may participate in meetings of the Board via
videoconference or telecommunications means that enable positive identification and
verification of their actual remote attendance. Such means of communications must, at a
minimum, transmit the voices of remote attendees and meet the technical requirements
for the simultaneous and uninterrupted rebroadcast of board proceedings.

The members of the Supervisory Board who are participating in the meetings of the
Supervisory Board by videoconference or telecommunication means shall be deemed to
be present for the calculation of the quorum and for voting purposes, except as concerns:

- auditing and checking of annual accounts, consolidated accounts and management
report, set up by the Management Board.

2

The Supervisory Board can authorise persons who are not members of the Board to
participate in meetings of the Supervisory Board, including via videoconference or
telecommunications means.

3.    At the registered office, a register of attendance is held that is signed by the members of
the Supervisory Board participating in the meeting. The proxies sent in writing shall be
attached to the attendance register.

4.    The Supervisory Board meets on a regular basis without the attendance of the
Management Board’s members. The Supervisory Board may also meet with Group’s
main executives without the attendance of the Management Board’s members.

Article 2 – Minutes

Minutes shall be made of the proceedings of each meeting of the Supervisory Board, in
accordance with the applicable legal provisions.

The minutes record the use of videoconference or telecommunications means and the name of
each person who took part in the Supervisory Board meeting via these means. They also
record the occurrence of any technical incident in relation to the videoconference or
telecommunications means when it disturbed the progress of the meeting.

The Secretary of the Supervisory Board shall be authorised to issue and certify the copies of
the minutes.

Article 3 - Exercise of the powers of the Supervisory Board

The Supervisory Board exercises permanent supervision over the Company by the
Management Board. To do so, it exercises the powers specified by the law and the articles of
association.

A - Review of annual financial statements

Following the end of the fiscal year, the Supervisory Board reviews and controls the financial
statements prepared by the Management Board. The Management Board shall present these
financial statements to the Supervisory Board within a 3 month period following the end of
the fiscal year.

B – Information provision to the Supervisory Board

At any time of the year, the Supervisory Board shall undertake checks and audits that it deems
useful. Each member may receive copies of the documents that he deems useful for
performing his assignment.

3

Members of the Supervisory Board are informed by the Management Board or its Chairman
by any means and on a regular basis of the financial situation, cash flows and obligations of
the Company, as well as of any significant events or transactions relating to the Company.

At least quaterly, the Management Board shall report to the Supervisory Board on the
activities and operations of the Company.

The Management Board shall also present to the Supervisory Board the budgets and strategic
plans.

C- Prior authorisation of the Supervisory Board

1.    Pursuant to Article 12-3 a) of the Bylaws, the Management Board must obtain the
Supervisory Board's prior authorisation to perform the following transaction:

•    sale of real estate,

•    sale of some or all equity stakes in any companies, any enterprise or company
or consortium existing or yet to be created, whatever its legal form,

•   acquisitions, whatever form they may take, as well as strategic partnership
agreements related to an acquisition deal.

As an exception to the foregoing, and pursuant to Article 12.3 c) of the Bylaws, the
Supervisory Board authorises the Management Board to conduct any of the
transactions indicated above, provided that the immediate or deferred amount per
transaction does not exceed 500 million euros, and provided that the total amount of
all transactions of the same type (sale of real estate, sale of equity stakes or
acquisitions) completed by the Management Board over the current fiscal year
without the prior authorisation of the Supervisory Board does not exceed 2 billion
euros. In the event that any one transaction exceeds either of the aforementioned
ceilings, the Supervisory Board’s prior authorisation is required.

2.     The Supervisory Board authorises the Management Board to put up sureties, grant
bonds or guarantees in favour of third parties upon a collective decision of the
Management Board members:

•  up to maximum aggregate amount of one billion euro per year, and

•  only if the individual amount of the surety, the bond or the guarantee does not
exceed the corresponding amount as indicated below:

-   for guarantees or bonds given by the Company in favour of third parties to
guarantee obligations of its subsidiaries or sureties put up to guarantee its
own obligations: 200 million euros per transaction;

-   for other bonds or guarantees: 100 million euros per transaction.

If (i) a surety put up by the Company to guarantee its own obligations or (ii) a
guarantee or a bond granted by the Company exceeds the individual thresholds
provided above or if the global ceiling of one billion euros provided above is
exceeded, the authorisation of the Supervisory Board will be required.

4

The authorisations given in this way to the Management Board shall be examined
anew each year during the examination of the Company's annual financial
statements. On that occasion or at any other time, the Supervisory Board may decide
to renew its authorisations for a duration that may not exceed one year as from the
date of the renewal. If the authorizations are not renewed, any new surety, guarantee
or bond must be authorized by the Supervisory Board.

Notwithstanding the authorization that may be granted by the Supervisory Board,
any surety, guarantee or bond has to be approved by the Management Board pursuant
to a collective decision of its members.

3.    Pursuant to Article 12-3 b) of the Bylaws and subject to the provisions of these Rules
of Procedure, the Management Board must also obtain the Supervisory Board prior
authorisation to perform the following acts or transactions:

-      issuance of securities that give direct or indirect access to the Company’s
registered capital, with the exception of issuance of securities giving direct or
indirect access to the Company’s registered capital that are reserved for its
employees and employees of companies enrolled in the AXA Group’s
employee stock purchase plans (“Shareplan”), that do not to exceed a nominal
amount per issuance of 150 million euros and a global ceiling per 2-year period
of the same amount,

-      proposals for share repurchase programs to submit to Shareholders at their
annual general meetings,

-      financial operations that may lead to substantially changing the financial
structure of the Company,

-      mergers and acquisitions, whatever their form,

-      strategic partnership agreements,

-      setting up any stock option plans or granting any free allotments of shares for
employees of the Company, as well as for employees and officers of related
parties, as well as the granting of stock options or free allotments of shares to
members of the Management Board of the Company,

-      proposals for changing the Bylaws to submit to Shareholders at their annual
extraordinary meeting,

-      proposals for income allocation and dividend payment for fiscal year ended to
submit to Shareholders at their annual general meeting,

-      date of dividend distribution and possible advances for dividend payment,

-      and, more generally, any significant operation out of the strategy announced by
the Company.

4.    Between two meetings of the Supervisory Board and in a case of urgency, the
Chairman of the Supervisory Board may, on the delegation of the Supervisory Board
and after a consenting opinion from the Finance Committee, authorise the
Management Board to perform the transaction defined in section 3, above. This
authorisation must be in writing. The Chairman shall report to the Supervisory Board
at its next meeting.

5

5.    The Chairman of the Supervisory Board may at any time issue an opinion to the
Management Board on any transaction that it has done, is doing or plans to do on
behalf of the Company.

6.    The consents or prior authorisations given to the Management Board pursuant to
Article 12-3 of the Bylaws shall be recorded in the minutes of the proceedings of the
Supervisory Board and of the Management Board.

Article 4 - Creation of Committees – Common provisions

Pursuant to Article 12-4 of the Bylaws, the Supervisory Board may appoint, within its
structure, one or more specialised Committees whose composition and powers it shall set, and
under whose authority they shall operate. These powers may not be such as to delegate to a
Committee those powers which by law or via the Bylaws are attributed to the Supervisory
Board, or as to reduce or limit the powers of the Management Board. Each Committee reports
on its assignments at the following meeting of the Supervisory Board.

The Committees shall be made up of members of the Supervisory Board appointed by it.
These members shall be designated on a personal basis and cannot have themselves
represented.

The term of office of the members of the Committee shall coincide with their term as member
of the Supervisory Board. The term as a member of the Committee can be renewed at the
same time as the incumbent's term as a member of the Supervisory Board.

Within each Committee, the Supervisory Board shall appoint a Chairman for a maximum
term that corresponds to that of the member's term of office as a member of the Supervisory
Board.

Each Committee shall define the frequency of its meetings. They will be held at the
Company's registered office or in any other place decided by the Chairman of the Committee.

The Chairman of each Committee shall set each meeting's agenda.

For each meeting of a Committee, the Chairman of this Committee can decide, in his
discretion from time to time, to invite members of the Supervisory Board and/or others to
attend as he deems appropriate. Only the members of the Committee shall have the right to
participate in its deliberations and vote on matters submitted to the Committee and any non
members who attend a Committee meeting shall do so only in an advisory capacity.

In the normal course of events, the Secretary of the Supervisory Board under the authority of
the Chairman of this Committee will produce the minutes of each meeting of a Committee;
the minutes will then be sent to the members of the Committee. When possible, it is included
in the file of the Supervisory Board during the meeting it will be reported.

In his area of expertise, each Committee shall issue proposals, recommendations and
opinions, depending on the case. To this end, any studies can be done or ordered that are
likely to inform the proceedings of the Supervisory Board.

6

The members of each Committee shall be compensated according to the procedures set by the
Supervisory Board, by deduction from the total annual value of directors' fees. Out of this
total annual amount, the Supervisory Board determines how much should be paid to each
Committee.

Article 5 – Audit Committee

1.    Pursuant to Article 12-4 of the Bylaws and in accordance with applicable laws, a special
Committee called the "Audit Committee" shall be established within the Supervisory
Board.

2.    This Committee's assignments shall be as follows:

2.1  The Committee is in charge of monitoring matters relating to production and control
of accounting and financial information.

The Committee shall examine the Company's half-year and annual accounts. It is in
charge of monitoring statutory audit of annual and consolidated financial statements
by the external Auditors.

The Committee makes a recommendation on the appointment, compensation, and
replacement of, and oversees, the external Auditors of the Company and, where
legally permissible, of its subsidiaries. It checks their independence. It examines and
validates in their presence their audit plan and programme of operation, the results of
their audit, their recommendations and any action taken on the recommendations. It
examines all fees for audit services, audit related services and any other services. It
makes sure that the same principles are followed in all the companies of the AXA
Group.

The Committee shall be informed of the accounting rules that apply within the AXA
Group; any difficulties related to properly applying these rules shall be referred to it.
It examines any proposed change to the accounting benchmark or planned change in
the accounting methods, and keeps informed, particularly as regards accounting
standards and methods both nationally and internationally.

2.2  The Committee shall examine the programme and the goals of central audit of the
AXA Group and the reports produced, either by the management of audit of AXA
Group, or by consultants that it may have authorised. It makes an assessment on the
pertinence and the quality of the methods and procedures used. It explains and, if
necessary, directs the work of the authors. It presents to the Supervisory Board the
result of these assignments and the consequences to which they led.

2.3  The Committee is in charge of monitoring the effectiveness of the systems of internal
control and risk management.

The Management Board, the Auditors or the Central Audit Division of the AXA
Group shall all be entitled to refer matters to the Committee concerning any event
that exposes the AXA Group to a significant risk.

7

2.4  The Committee can request an internal or external audit to be performed on any
subject it considers comes within its terms of reference; the Chairman of the
Committee informs the Supervisory Board and the Management Board of such.

2.5   The Committee shall develop a Charter of the Audit Committee. This Charter shall
be put up to the Supervisory Board for approval and shall be reconsidered by the
Supervisory Board each year.

3.     The Committee shall be made up of at least three members and at most seven. The
members of the Committee shall be chosen by the Supervisory Board from among the
members acknowledged as being independent with respect to criteria that are publicly
disclosed and expert in financial or accounting matters.

4.     The Committee shall meet at least four times a year at the invitation of its Chairman. It
may also meet at the request of at least half of its members, or at the request of the
Chairman of the Supervisory Board or of the Chairman of the Management Board. The
Committee informs the Supervisory Board, with no delay of any difficulty it may have to
face.

5.    The Central Audit Division of the AXA Group shall perform secretarial functions for the
Committee, and produces the minutes of each meeting under the authority of the
Chairman of this Committee. The minutes shall be sent to the members of the Committee.

Article 6 - Finance Committee

1.    Pursuant to Article 12-4 of the Bylaws, a special Committee called the "Finance
Committee" shall be established within the Supervisory Board.

2.     This Committee's assignments shall be as follows:

2.1     The Committee shall examine and issue an opinion on any plan to sell real estate or
equity stakes, when their value exceeds the delegations of power granted to the
Management Board by the Supervisory Board in the scope of Article 12-3 of the
Bylaws.

2.2     The Committee shall examine and issue an opinion on any plan that intends to set
up sureties, grant bonds or guarantees in favour of third parties, when their value
exceeds the delegations of power granted to the Management Board by the
Supervisory Board in the scope of Article 12-3 of the Bylaws.

2.3. The Committee shall examine and issue an opinion on any of the following plans
presented by the Management Board:

-    to issue securities giving access, whether directly or indirectly, to the
Company's capital,

-    to propose share buy-back schemes to the ordinary general meeting of
shareholders,

8

-    financing operations that might substantially change the Company's financial
structure,

-    acquisitions, in any form whatsoever, when their value exceeds 500 million
euros each,

-    strategic partnership agreements,

-    to propose distribution of the annual profit and the setting of the dividend for
the year elapsed to the ordinary general meeting of shareholders,

-    to set the dates of payment of the dividend and, if any, of interim dividends.

2.4. The Committee shall examine any plan to perform a financial operation of
significant size for the AXA Group presented by the Management Board,
originating with a company that is directly or indirectly controlled by the Company,
as well as the directs given in the management of the assets of the AXA Group and,
more generally, any issue involving the financial management of the AXA Group.

3.     The Committee shall be made up of at least three members and at most seven.

4.     The Committee shall meet at least four times a year at the invitation of its Chairman. It
may also meet at the request of at least half of its members, or at the request of the
Chairman of the Supervisory Board or of the Chairman of the Management Board.

Article 7 - Compensation Committee

1.     Pursuant to Article 12-4 of the Bylaws, a special Committee called the "Compensation
Committee" shall be established within the Supervisory Board.

2.     This Committee's assignments shall be as follows:

2.1     The Committee shall propose to the Supervisory Board:

-     the compensation of the Chairman of the Supervisory Board,

-     the compensation of each member of the Management Board,

-     the value of the "directors' fees" to be proposed to the annual general meeting,

-     the allocations of the Company's stock options or free allotments of shares to
the members of the Management Board.

2.2     The Committee shall formulate an opinion on the proposals of the Management
Board concerning:

-     the principles and procedures concerning the setting of the compensation of the
managers of the AXA Group,

-     overall allocation of Company's stock options or free allotments of shares to
employees of the AXA Group, and is informed later annually of the list of
beneficiaries, the allocation price (for options), and the number of options or
free allotments of shares allocated by the Management Board.

2.3     The Management Board shall inform the Committee of the pay of the main
managers of the AXA Group.

9

3. The Committee shall be made up of at least three members and at most six.

4. The Committee shall meet at least once a year at the invitation of its Chairman. It may
also meet at the request of at least half of its members, or at the request of the Chairman
of the Supervisory Board or of the Chairman of the Management Board.

Article 8 - Selection, Ethics, Governance and Human Resources Committee

1.    Pursuant to Article 12-4 of the Bylaws, a special Committee called the "Selection, Ethics,
Governance and Human Resources Committee" shall be established within the
Supervisory Board..

2.     This Committee's assignments shall be as follows:

2.1     The Committee shall formulate proposals to the Supervisory Board, for the
appointment of:

-     Members of the Supervisory Board, its Chairman and its Deputy Chairman,

-     members of the Management Board, its Chairman and the Deputy Chairman
and General Managers,

-     non-voting members,

-     members of a specialised Committee of the Supervisory Board, and of its
Chairman.

2.2     The Committee shall examine the provisions envisaged by the Chairman of the
Management Board so that it can prepare the relief of the members of the
Management Board.

2.3     The members of the Committee shall be kept informed of the appointments of the
principal managers of the Group, and in particular of the members of the Executive
Committee. The Chairman of the Management Board may ask the Committee for
an opinion on these appointments.

2.4     The Committee examines in more depth certain Group human resources issues
(Group training and development policy, international mobility…) as well as
governance matters (Supervisory Board assessment…).

2.5     The AXA Group Compliance and Ethics Guide is submitted to the Committee for
its opinion.

3.     The Committee shall be made up of at least three members and at most six. The
Chairman of the Supervisory Board takes part to the Committee’s works and attends its
meetings.

4.     The Committee shall meet at least once a year at the invitation of its Chairman. It may
also meet at the request of at least half of its members, or at the request of the Chairman
of the Supervisory Board or of the Chairman of the Management Board.

10

5. Compensation Committee members will be asked to attend this Committee meeting to
examine the aforementioned issues, which are related to issues the Compensation
Committee generally handles.

Article 9 - Compensation of the Supervisory Board

1.    The Chairman will receive compensation whose amount and conditions will be set by the
Supervisory Board.

2.    The total value of the directors' fees set by the general meeting of shareholders pursuant
to Article 14-1 of the Bylaws shall be distributed by the Supervisory Board among the
Supervisory Board and its various specialised Committees according to the following
procedures:

•     Half of the value of the directors' fees will be distributed evenly among the members
of the Supervisory Board as a set entitlement, with the Chairman and Vice Chairman
each receiving a double fee;

•     A first share of remaining amount shall be distributed among the members of the
Supervisory Board in proportion to their actual attendance at the meetings of the
Board, with the Chairman and Vice Chairman each entitled to a double fee;

•     A second share of the remaining amount shall be allocated by the Supervisory Board
to the various advisory Committees and distributed among their members in
proportion to the number of Committee meetings attended by each member.
Members of the Audit Committee will receive 1.5 fees (3 fees for the Chairman of
the Audit Committee), while the other Committee members will be entitled to a
single fee (a double fee for the Chairman) and the members of the Supervisory Board
who are not members of one Committee but who attend the meetings of one
Committee will receive 0.5 fee.

3.    Members of the Supervisory Board may claim reimbursement for all travel undertaken
(long and short distances) as well as all expenses incurred in the Company's interest, as
per French Commercial Code.

4.    Each member of the Supervisory Board, whether an individual or a permanent
representative to whom directors' fees were reserved, shall undertake to own, before the
expiration of two years after first being appointed, a number of shares in the Company
that corresponds to an amount at least equivalent to the gross director’s fee earned in
respect of the previous fiscal year. The shares purchased to satisfy this obligation will be
held in registered form.

Subject to compliance with ethical rules to do with financial translations, a member of the
Supervisory Board may sell the shares acquired in this way, as long as s/he regularises
her/his situation within four months, so that s/he is in compliance with the commitment
specified in the above paragraph.

11

Moreover, each member of the Supervisory Board shall inform the Company of the
number of shares in the Company he or she owns as at December 31 of each fiscal year
and at the time of any financial operation, to allow the Company to comply with its
disclosure obligations.

5. Any member of the Supervisory Board who has not attended at least half the meetings
held in one year, failing extraordinary circumstances, will be deemed to wish to terminate
her/his term of office and will be invited to present a letter of resignation to the
Supervisory Board.

Article 10 – Ethics

1.    Notwithstanding applicable laws, the Supervisory Board’s and the Committees’
members, as well as any person attending meetings of the Supervisory Board, shall be
held to a general obligation of confidentiality as concerns the proceedings of the
Supervisory Board and of its Committees, and with regard to the information of a
confidential nature or presented as such by the Chairman of the Supervisory Board or the
Management Board and obtained during its meetings or otherwise.

In particular, if the Supervisory Board has received a piece of confidential information,
which is specific and able to have an influence on the company's share price – or on the
share price of one of the companies controlled by it in the sense of Article L 233-3 of the
French Commercial Code, on publication, the members of the Supervisory Board must
refrain from passing on this information to any third party until it is made public.

2.    With regard to their own financial transactions, the members of the Supervisory Board
undertake to comply with the Group's Code of Ethics, the text of which was forwarded to
them and is appended to these rules.

Each member of the Supervisory Board reports on the operations s/he has performed on
AXA securities to the Autorité des marchés financiers ["AMF"] and the Company in
accordance with legal and regulatory requirements in force.

Lastly, each member of the Supervisory Board shall be required to inform the Company
of any situation concerning him which may create a conflict of interest with the Company
or the companies of the AXA Group.

The Company may then ask each member of the Supervisory Board to supply all
information, particularly those relating to securities of listed companies, enabling it to
satisfy the reporting obligations to the share market and insurance authorities of some
countries.

3.    Before taking up its duties, each member of the Supervisory Board shall ensure he or she
is aware of the specific or general obligations applying to him/her. He or she shall also be
aware of the legal and statutory rules of the Bylaws, as well as of the Rules of Procedure
herein defined, and of any amendment to them the Supervisory Board may decide.

12

Article 11 - Powers of the Management Board

The Management Board shall, if it wishes, distribute the Company's management tasks among
its members, with the authorisation of the Supervisory Board. As an internal measure, the
Chairman of the Management Board may delegate the power of making certain commitments
in the name of the Company and of signing certain documents concerning it:

•   to the other members of the Management Board,

•   to the managers of the Group's operational units, to the operational deputies of the
members of the Management Board and to the Deputy General Managers of the AXA
Group, who may act alone or jointly, depending on the decisions made,

•   to all employees of the AXA Group, who may act alone or jointly, depending on the
decisions made.

Article 12 – Service

These Rules of Procedure will be served upon the Management Board. The Management
Board will acknowledge them via a special procedure.

13

EX-2

AMENDED AND RESTATED
VOTING TRUST AGREEMENT

This AMENDED AND RESTATED VOTING TRUST AGREEMENT (this
"Agreement"), dated as of May 12, 2002, is entered into by and among AXA, a corporation
organized under the laws of France ("AXA"), and each of the persons designated at the end of
this Agreement as Voting Trustees (collectively with any predecessors or successors appointed
pursuant hereto, the "Voting Trustees").

WITNESSETH:

WHEREAS, on July 18, 1991, AXA invested $1 billion in The Equitable Life
Assurance Society of the United States, a New York mutual life insurance company ("The
Equitable"), by purchasing a secured note (the "Secured Note") in the principal amount of $750
million and a surplus note (the "Surplus Note") in the principal amount of $250 million from The
Equitable;

WHEREAS, on July 22, 1992 The Equitable was converted from a mutual life
insurance company to a stock life insurance company that is a wholly owned subsidiary of The
Equitable Companies Incorporated, a Delaware corporation (the "Company"), pursuant to The
Equitable's Plan of Reorganization under Section 7312 of the New York Insurance Law, as
amended (as so amended, the "Plan");

WHEREAS, pursuant to the conditions set forth in the Investment Agreement
dated as of July 18, 1991, among The Equitable, the Company and AXA, as amended (as so
amended, the "Investment Agreement"), the Secured Note and the Surplus Note were exchanged
for shares of the Common Stock, par value $.01 per share, of the Company ("Company Common
Stock") and, under certain circumstances, preferred stock of the Company;

WHEREAS, in connection with obtaining the approval of the Superintendent of
Insurance of the State of New York (the "Superintendent") of the Application of AXA, Midi
Participations, Finaxa, AXA Assurances I. A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni
Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle and La Nouvelle Mutuelle
Assurance for approval of the acquisition of control of The Equitable and Equitable Variable
Life Insurance Company ("EVLICO"), AXA agreed to ensure that certain indirect shareholders
of AXA cannot exercise control over the Company, The Equitable or EVLICO by establishing a
voting trust (the "Trust") as provided in a Voting Trust Agreement dated as of May 12, 1992 and
amended by Amendment No. 1 dated as of January 22, 1997 (the "Original Voting Trust
Agreement");

WHEREAS, pursuant to the Trust, except for all voting rights with respect to the
Shares (as hereinafter defined) which will be vested in the Voting Trustees, the holders of Voting
Trust Certificates issued hereunder will remain the beneficial owners of all Shares;

WHEREAS, pursuant to Paragraph 11(a) of the Original Voting Trust Agreement,
the 10 year term of the Original Voting Trust Agreement is due to expire on May 12, 2002;

NYA 422462 3

WHEREAS, it is the desire of AXA and the Voting Trustees to renew the terms of
the Original Voting Trust Agreement for an additional 10 years by way of this Agreement;

WHEREAS, AXA and the Voting Trustees have complied with the renewal
requirements set forth in Paragraph 11(c) of the Original Voting Trust Agreement, which include
having received the Superintendent's approval of the form of this Agreement; and

WHEREAS, the sole purpose of this Agreement is to hereby renew the terms of
the Original Voting Trust Agreement for another 10 years.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, the parties hereto agree as follows:

1.ISSUANCE AND TRANSFER OF SHARES TO VOTING TRUSTEES.

(a)        AXA shall promptly deposit, or shall cause its Subsidiaries (as
defined in the Investment Agreement) to promptly deposit, with the Voting Trustees, as trustees
of the Trust, certificates for all the shares of Company Common Stock and of Convertible
Preferred Stock and other Preferred Stock (each as defined in the Investment Agreement) to be
issued on and after the Effective Date (as defined in the Plan) in exchange for the Secured Note
and the Surplus Note pursuant to the Investment Agreement (such shares, together with any
shares deposited with the Voting Trustee pursuant to subparagraph (b) of this Paragraph 1 or any
other provision of this Agreement, are hereinafter referred to as the “Shares”).

(b)       In the event that AXA, any Investor Related Party (as defined in
the Standstill and Registration Rights Agreement dated as of July 18, 1991, among the Company,
The Equitable and AXA, as amended (as so amended, the “Standstill Agreement”)) or any other
holder of a Voting Trust Certificate acquires, during the term of the Trust, additional shares of
Company Common Stock, Convertible Preferred Stock, Other Preferred Stock or any other stock
of the Company having voting powers (as defined in Paragraph 22 hereof), AXA or such other
holder shall promptly deposit, or AXA shall cause such Investor Related Party to promptly
deposit, certificates for such additional shares with the Voting Trustees. Notwithstanding the
foregoing, no person shall be required to deposit, and AXA shall not be required to cause any
person to deposit, any shares of stock acquired by s uch person under circumstances in which,
had the stock so acquired constituted Voting Securities (as defined in the Standstill Agreement),
the acquisition would have been permitted under Section 2.2(a)(v) of the Standstill Agreement.
No person other than AXA, any holder of Voting Trust Certificates or any Investor Related Party
may deposit any shares of stock with the Voting Trustees.

(c)        All certificates for shares deposited with the Voting Trustees
pursuant to this Agreement shall be duly endorsed or accompanied by duly executed stock
powers or other instruments of transfer. Such certificates shall be surrendered by the Voting
Trustees to the Company for cancellation in exchange for the issuance by the Company,
following the filing of this Agreement in the registered office of the Company in the State of
Delaware pursuant to Paragraph 26 hereof, to the Voting Trustees of new stock certificates
registered in the name of the Voting Trustees, as trustees of the Trust. Upon receipt by them of
certificates for Shares pursuant to subparagraph (a) or (b) of this Paragraph 1, the Voting

NYA 422462.3

2

Trustees shall issue and deliver to AXA, such Investor Related Party or such other holder, as
applicable, Voting Trust Certificates in the form set forth in Paragraph 14 hereof evidencing the
number and class of Shares so deposited.

(d) In the event AXA is required to deliver or cause to be delivered
shares of Company Common Stock to the Company pursuant to Section 1.2(b) of the Investment
Agreement, AXA shall so notify the Voting Trustees and the Voting Trustees shall give written
notice to the holders of the Voting Trust Certificates of the number of shares of Company
Common Stock so required to be delivered to the Company. The holders of the Voting Trust
Certificates shall promptly deliver to the Voting Trustees Voting Trust Certificates representing
the number of shares of Company Common Stock to be so delivered, on a pro rata basis, and the
Voting Trustees shall deliver the required shares to the Company. Following the delivery of
such shares to the Company, the Voting Trustees shall issue and deliver to the holders thereof
Voting Trust Certificates for the balance of the Shares that were represented by the surrend ered
Voting Trust Certificates.

2.VOTING TRUSTEES.

(a) There shall be at all times three Voting Trustees hereunder, subject
to any vacancy pending the appointment of a successor Voting Trustee under the circumstances
contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time
resign by notifying AXA and the other Voting Trustees in writing of such resignation, which
shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting
Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any
Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so
appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil
d’Administration of AXA or, if at any time AXA does not have a Conseil d’Administration, a
member of either the Supervisory Board of AXA or the Executive Board of AXA; an d (ii) is not
a member of the Board of Directors or the equivalent governing body or an officer or employee
of Assicurazioni Generali S.p.A. (“Generali”) or of Compagnie Financiere de Paribas (“Paribas”)
or any affiliate of either of them (it being understood that being a member of the Board of
Directors or equivalent governing body or an officer or employee of Midi Participations or
Finaxa or any subsidiary of either of them shall not of itself cause a person to not satisfy this
requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to
herein as the “Qualifications”). Any original Voting Trustee shall be disqualified from serving
as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member
of the Conseil d’Administration of AXA or, unless AXA and the holders of Voting Trust
Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting
Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a
position referred to in the parenthetical relating to Midi Participations and Finaxa and their
subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this
Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a
Voting Trustee effective immediately upon the occurrence of any event causing such successor
Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting
Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a
Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the

NYA 422462.3

3

Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust
Certificates of any such appointment.

(b)       Any successor Voting Trustee appointed as herein provided shall
indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon
the filing by the Voting Trustees of such counterpart at the registered office of the Company in
the State of Delaware such successor shall be vested with all the rights, powers, duties and
immunities herein conferred upon the Voting Trustees as though such successor had been
originally a party to this Agreement as a Voting Trustee.

(c)        Subject to subparagraph (a) of this Paragraph 2 and to the next
sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting
Trustee from acting as a director, officer or employee of the Company or any affiliate thereof,
nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or
any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily
interested in any transaction to which the Company or any affiliate thereof may be a party or in
which any of them may in any way be interested, as fully as though such person were not a
Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action
described in the preceding sentence if doing so would interfere with the purposes of this
Agreement or with the fulfillment of their duties her eunder, and in particular their duties under
Paragraph 4(c) hereof.

3.         ACTION BY VOTING TRUSTEES.

The Voting Trustees may act by a unanimous written consent signed by all the
Voting Trustees or by the affirmative vote of at least two Voting Trustees at a meeting called by
any Voting Trustee upon two days’ notice to the other Voting Trustees, unless such notice is
waived by each Voting Trustee not receiving such notice. Two Voting Trustees shall constitute a
quorum for the transaction of business at a meeting thereof. The Voting Trustees shall have the
power to designate one Voting Trustee to execute certificates and other documents on behalf of
all of them in furtherance of their collective decisions. The Voting Trustees may, from time to
time, adopt and/or amend their own rules of procedure, and shall record and keep records of all
their proceedings at their office.

4.         RIGHTS AND POWERS OF VOTING TRUSTEES.

(a) The Voting Trustees shall possess and be entitled to exercise,
subject to the provisions hereof and the Restated Certificate of Incorporation and By-laws of the
Company and applicable law, all the rights and powers of registered owners of the Shares as long
as they are subject to the Trust, including, but without limitation, the right and power (i) to vote
and exercise all other rights with respect to the Shares, either in person or by proxy, on every
matter for which the Shares may be voted, or to give written consent in lieu of voting thereon,
(ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to call
meetings of stockholders of the Company and (iv) to exercise all other voting rights and powers
pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass
to others by or under the Voting Trust Certificate s, under this Agreement or by or under any
other agreement express or implied, other than any proxy granted by the Voting Trustees with

NYA 422462.3

4

respect to the Shares. Notwithstanding the foregoing, the Voting Trustees agree that, in voting
any Voting Securities (as defined in the Standstill Agreement) deposited with them, they will
comply with all of the requirements of Section 4.1(a) of the Standstill Agreement applicable to
AXA with respect to the voting of Voting Securities owned by AXA, and that the Voting
Trustees will not take any action not permitted to be taken by AXA pursuant to such Section
4.1(a), in each case until the termination of such Section 4.1(a).

(b)       The Voting Trustees are authorized to become parties to or
prosecute or defend or intervene in any suits or legal proceedings in their capacity as
stockholders of the Company, and AXA and the holders from time to time of the Voting Trust
Certificates agree to hold the Voting Trustees harmless from any action or omission by any of
the Voting Trustees in any such suit or legal proceeding.

(c)        The duties of the Voting Trustees under this Agreement shall
include exercising their powers under this Agreement with a view to ensuring that certain
indirect shareholders of AXA do not exercise control over the Company, The Equitable or
EVLICO, as contemplated by the fourth “WHEREAS” clause of this Agreement. Subject to the
preceding sentence, in exercising the rights and powers described in subparagraph (a) above, the
Voting Trustees shall act in good faith as reasonably prudent business persons to protect the
legitimate economic interests of the holders of Voting Trust Certificates in the Company.

5.DIVIDENDS.

(a)        The Voting Trustees shall instruct the Company to pay all
dividends and distributions upon the Shares deposited with the Voting Trustees, other than any
dividend or distribution paid in shares of stock of the Company having voting powers, directly to
the holders of the Voting Trust Certificates. Upon such instructions being given by the Voting
Trustees to the Company, all liability of the Voting Trustees with respect to such dividends and
distributions shall cease, except that the Voting Trustees shall be obligated to pay to the holders
any dividend or distribution paid by the Company to the Voting Trustees in contravention of the
instructions given by the Voting Trustees. All such dividends and distributions shall be paid to
such holders ratably, in accordance with the number and class of Shares represented by their
respective Voting Trust Certificates and in no event shall the Voting Trustees accumulate or
reinvest any such dividends or distributions.

(b)       If any dividend or distribution in respect of the Shares deposited
with the Voting Trustees is paid, in whole or in part, in shares of stock of the Company having
voting powers, the Voting Trustees shall hold, subject to the terms of this Agreement, the
certificates for such shares that are received by them on account of such dividend or distribution,
and the holder of each Voting Trust Certificate representing Shares on which such dividend or
distribution has been paid shall be entitled to receive a Voting Trust Certificate issued under this
Agreement for the number and class of Shares so paid with respect to the Shares represented by
such Voting Trust Certificate.

(c)        Holders of Voting Trust Certificates entitled to receive the
dividends or distributions, or Voting Trust Certificates in respect thereof, described in this
Paragraph 5 shall be those holders registered as such on the transfer books of the Voting Trustees

NYA 422462.3

5

at the close of business on the day fixed by the Company for the taking of a record to determine
those holders of its stock entitled to receive such dividends or distributions.

6.         SUBSCRIPTION RIGHTS.

In case any stock or other securities of the Company are offered for subscription
to the holders of Shares deposited hereunder, the Voting Trustees, promptly upon receipt of
notice of such offer, shall mail a copy thereof to each of the holders of the Voting Trust
Certificates. If the subscription offer does not consist of stock having voting powers, the holders
of Voting Trust Certificates shall be entitled to subscribe directly in proportion to their interests,
as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall take such
actions as shall be requested by such holders in order to facilitate such subscription. If the
subscription offer consists of stock having voting powers, then upon receipt by the Voting
Trustees on or before the last day fixed by the Company for subscription and payment of a
request from any such holder of a Voting Trust Certificate to subscribe for shares of such stock
on its behalf, acc ompanied by the sum of money required to pay for such stock, the Voting
Trustees shall make such subscription and payment. Upon receiving from the Company the
certificates for stock so subscribed for, the Voting Trustees shall issue to such holder a Voting
Trust Certificate in respect thereof.

7.         DISSOLUTION OF THE COMPANY.

In the event of the dissolution or total or partial liquidation of the Company,
whether voluntary or involuntary, the Voting Trustees shall instruct the Company to make any
distribution of moneys, securities, rights or property in respect of the Shares deposited with the
Voting Trustees directly to the holders of Voting Trust Certificates in proportion to their
interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall
distribute to such holders any distribution received by the Voting Trustees in contravention of
such instructions. In no event shall the Voting Trustees accumulate or reinvest any such moneys,
securities, rights or property.

8.         REORGANIZATION OF THE COMPANY.

In the event the Company is merged into or consolidated with another
corporation, or all or substantially all of the assets of the Company are transferred to another
corporation, then in connection with such merger, consolidation or transfer the term “Company”
for all purposes of this Agreement shall be deemed to include such successor corporation, and
the Voting Trustees shall receive and hold under this Agreement any stock of such successor
corporation having voting powers received on account of the ownership, as voting Trustees
hereunder, of the shares held hereunder prior to such merger, consolidation or transfer. Voting
Trust Certificates issued and outstanding under this Agreement at the time of such merger,
consolidation or transfer may remain outstanding, or the Voting Trustees may, in their discretion,
substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form,
and the terms “Shar es” and “stock” as used herein shall be deemed to include any stock having
voting powers which may be received by the Voting Trustees in connection with such merger,
consolidation or transfer. Any other moneys, securities, rights or property received by the
Voting Trustees in connection with such merger, consolidation or transfer to which the beneficial

NYA 422462.3

6

owners of the Shares deposited hereunder are entitled shall be distributed promptly by the Voting
Trustees among the holders of Voting Trust Certificates in proportion to their interests, as shown
by the transfer books of the Voting Trustees, and in no event shall the Voting Trustees
accumulate or reinvest any such moneys, securities, rights or property.

9.         TRANSFER OF SHARES.

(a)        In the event of a proposed transfer of all or any part of the Shares
by a holder of a Voting Trust Certificate to a transferee other than AXA or any other person to
which the transfer of Voting Trust Certificates would be permissible pursuant to Paragraph 15,
such holder shall deliver to the Voting Trustees written notice of such proposed transfer, along
with a certification by such holder of the intention of the holder to make such transfer and the
Voting Trust Certificates representing the Shares proposed to be transferred. The certification
shall be in such form as is determined by the Voting Trustees. Within three days after the receipt
of such notice and certification, the Voting Trustees shall deliver to such holder certificates for
the number and class of Shares proposed to be transferred properly endorsed to the proposed
transferees and shall cancel the Voting Trust Certificates surrendered by such holder. The
Voting Trustees shall concurrently issue and deliver to such holder Voting Trust Certificates for
the balance of the Shares that were represented by the surrendered Voting Trust Certificates. In
the event that the proposed transfer is not completed within five days following the delivery of
such certificates to such holder, the holder shall redeposit such certificates with the Voting
Trustees in accordance with the provisions of this Agreement and shall be issued new Voting
Trust Certificates with respect thereto.

(b)       In the event that any shares of Other Preferred Stock are deposited
with the Voting Trustees hereunder, the Voting Trustees shall take such actions as AXA shall
request in order to enable AXA or any Investor Related Party to deliver any or all of such shares
to the Company in connection with any exercise by AXA or such Investor Related Party of
AXA’s preemptive rights to acquire certain securities of the Company under Section 2.3 of the
Standstill Agreement. Further, the Voting Trustees shall take such actions as the holders of
Voting Trust Certificates shall request in order to permit the redemption by the Company of any
Shares represented by the Voting Trust Certificates held by such holders. In addition, the Voting
Trustees shall take such actions as the holders of Voting Trust Certificates representing shares of
Convertible Preferred Stock shall request in order to permit such holders to convert such shares
into shares of Common Stock. In no event shall the Voting Trustees deliver any Shares to the
Company or to any other person under this subparagraph (b) unless they have received Voting
Trust Certificates representing the Shares proposed to be delivered. The Voting Trustees shall
promptly issue and deliver to the appropriate holders Voting Trust Certificates for the balance of
any Shares represented by Voting Trust Certificates surrendered by such holders. Any shares of
stock of the Company having voting powers that are acquired by any holders of Voting Trust
Certificates as the result of any action described in this subparagraph (b) will be deposited with
the Voting Trustees pursuant to Paragraph 1(b) hereof.

10.       COMPENSATION OF VOTING TRUSTEES.

Each Voting Trustee shall receive for his services hereunder from AXA the sum
of $20,000 per annum, or such other amount as may be agreed in writing by AXA and all the

NYA 422462.3

7

holders of the then issued and outstanding Voting Trust Certificates. The Voting Trustees at the
expense of AXA may employ, consistent with their duties expressed in subparagraph 4(c) hereof,
counsel and such other assistance as they may deem necessary in the performance of their
functions.

11. TERM; RENEWAL; TERMINATION PROCEDURE.

(a)        The Trust shall continue for a period of ten years from the date of
this Agreement, subject to the right of the parties to this Agreement to renew the same as set
forth below. Notwithstanding the foregoing, the Trust and this Agreement may be terminated at
any time by a written instrument signed by the Voting Trustees and the holders of all the Voting
Trust Certificates, unless either Generali or Paribas then directly or indirectly owns, controls or
holds with the power to vote 10 percent or more of the voting securities of any holder of Voting
Trust Certificates that controls, within the meaning of Section 1501(a)(2) of the New York
Insurance Law, The Equitable or EVLICO, in which case the prior written approval of the
Superintendent shall also be required. In addition, the Trust and this Agreement shall
automatically terminate when the Voting Trustees no long er hold any Shares hereunder. Further,
the Trust shall be freely revocable and this Agreement freely terminable by AXA by notice to the
Voting Trustees and the holders of Voting Trust Certificates upon the earlier of (i) the date The
Equitable and EVLICO are no longer licensed by the superintendent to do an insurance business
in the State of New York and (ii) the date the Company no longer directly or indirectly owns,
controls or holds with the power to vote 10 percent or more of the voting securities of The
Equitable or EVLICO. Except as otherwise provided herein, the Trust and this Agreement shall
not be terminable and Shares may not be withdrawn from the Trust.

(b)       At least six months prior to the termination of the Trust pursuant to
the first sentence of Paragraph 11(a), the Voting Trustees shall mail written notice of such
termination to the Superintendent and to the holders of the outstanding Voting Trust Certificates,
at their addresses as they appear on the transfer books of the Voting Trustees.

(c)        At any time after notice of the expiration of the Trust and prior to
the date of such expiration, one or more holders of Voting Trust Certificates hereunder may, by
agreement in writing with the Voting Trustees, renew the Trust as to the Shares represented by
their Voting Trust Certificates for an additional period; provided that no such renewal agreement
shall be entered into without the prior written approval of the Superintendent. The Voting
Trustees shall, prior to the time of expiration of the Trust, deliver a copy of the renewal
agreement to the Superintendent and file copies thereof in the registered office of the Company
in the State of Delaware and in the office of the Voting Trustees maintained for such purpose.
Such renewal shall have the effect of creating a new voting trust as to the Shares to which the
renewal applies, except that such Shar es shall remain in the name and possession of the Voting
Trustees as if no termination had occurred. Such renewal shall have no effect on the termination
of the Trust as to the remaining shares of the Company not subject to the renewal agreement,
which shall be tendered in accordance with the provisions relating to termination hereunder. No
such renewal agreement shall extend the term of this Agreement beyond the maximum period
permitted by applicable law or affect the rights or obligations of persons not parties thereto.

NYA 422462.3

8

(d) Upon termination of the Trust, the Voting Trust Certificates shall
cease to have any effect, and the holders of such Voting Trust Certificates shall have no further
rights under this Agreement other than to receive (i) certificates for Shares or other property
distributable under the terms hereof upon the surrender of such Voting Trust Certificates and (ii)
any dividends or distributions paid to the Voting Trustees in contravention of their instructions to
the Company as described herein. Promptly after the termination of the Trust, the Voting
Trustees shall deliver to the holders of Voting Trust Certificates, at their addresses as they appear
on the transfer books of the Voting Trustees, properly endorsed certificates for the number and
class of Shares represented by the Voting Trust Certificates actually received from them and
thereafter the Voting Trustees shall have no responsibility or liability with respect to the Shares,
other than with respect to any such dividends or distributions.

12.       LIABILITY OF VOTING TRUSTEES.

The Voting Trustees shall exercise their best judgment in voting the Shares or
otherwise in acting hereunder but shall not be liable to any person hereunder for any thing done
or suffered or omitted in connection therewith except for their own individual willful misconduct
or gross negligence. No Voting Trustee shall be required to give any bond or other security for
the discharge of his duties.

13.       INDEMNIFICATION.

AXA shall indemnify and hold harmless each Voting Trustee and his executors,
administrators and heirs from and against any and all liabilities, obligations, losses, damages,
penalties, taxes, claims, suits, costs, expenses or disbursements (including without limitation
legal fees and expenses) of any kind and nature (“Losses”) resulting from or arising out of this
Agreement or the enforcement of any of the terms hereof or in any way relating to or arising out
of the administration of the Trust or the action or inaction of such Voting Trustee hereunder,
except to the extent that any such Losses arise out of or result from the individual willful
misconduct or gross negligence of such Voting Trustee in the performance of his duties
hereunder.

14.       FORM OF VOTING TRUST CERTIFICATES.
The Voting Trust Certificates shall be in the following form:

No. . ................ Shares

[Describe class of stock)

.........................

THE EQUITABLE COMPANIES INCORPORATED
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE FOR STOCK

This certificate is issued, received and held under, and the rights of the
holder hereof are subject to, the terms of an Amended and Restated Voting Trust

9

NYA 422462.3

Agreement dated as of May 12, 2002 (the “Voting Trust Agreement”), by and
among AXA, a corporation organized under the laws of France (“AXA”), and the
Voting Trustees identified therein (and their successors in trust), and the holder of
this certificate, by acceptance hereof, assents and is bound to all the provisions of
such Voting Trust Agreement as if such Voting Trust Agreement had been signed
by him in person.

THE RIGHTS OF THE HOLDER TO TRANSFER THIS VOTING
TRUST CERTIFICATE ARE SUBJECT TO AND LIMITED BY THE TERMS
AND CONDITIONS OF THE VOTING TRUST AGREEMENT. A COPY OF
SUCH AGREEMENT MAY BE EXAMINED AT THE REGISTERED OFFICE
OF THE EQUITABLE COMPANIES INCORPORATED, A DELAWARE
CORPORATION (THE “COMPANY”), IN THE STATE OF DELAWARE OR
IF NOT ON FILE AT SUCH OFFICE WILL BE FURNISHED BY THE
VOTING TRUSTEES TO EACH HOLDER WHO REQUESTS A COPY.

This certifies that _______________________ or registered assigns is

entitled to all the benefits arising from the deposit with the Voting Trustees under
the Voting Trust Agreement of certificates for shares of the stock of the Company
as provided in the Voting Trust Agreement and subject to the terms thereof. Until
the Voting Trustees shall have delivered the stock held under the Voting Trust
Agreement to or as directed by the holders of the Voting Trust Certificates as
provided in the Voting Trust Agreement, the Voting Trustees shall possess and
shall be entitled to exercise all rights and powers of a registered owner of such
stock, including the right to vote thereon for every purpose, and to execute
consents in respect thereof for every purpose, it being expressly stipulated that no
voting right passes to the holder hereof, or his assigns, under this certificate or any
agreement, express or implied.

Under the Voting Trust Agreement, the holder hereof is required to
deposit any shares of stock of the Company having voting powers which are
acquired by the holder with the Voting Trustees under the Voting Trust
Agreement.

The Voting Trustees shall instruct the Company to pay all dividends and
distributions upon the shares deposited with the Voting Trustees, other than any
dividend or distribution paid in shares of stock of the Company having voting
powers, directly to the holders of the Voting Trust Certificates. Such dividend or
distribution shall be paid to such holders ratably, in accordance with the number
and class of shares represented by their respective Voting Trust Certificates.

If any dividend or distribution in respect of the shares deposited with the
Voting Trustees is paid, in whole or in part, in shares of stock of the Company
having voting powers, the Voting Trustees shall hold, subject to the terms of the
Voting Trust Agreement, the certificates for such shares that are received by them
on account of such dividend or distribution, and the holder of each Voting Trust
Certificate representing shares on which such dividend or distribution has been

10

NYA 422462.3

paid shall be entitled to receive a Voting Trust Certificate issued under the Voting
Trust Agreement for the number and class of shares so paid with respect to the
shares represented by such Voting Trust Certificate.

Holders of Voting Trust Certificates entitled to receive the dividends or
distributions, or Voting Trust Certificates in respect thereof, described herein shall
be those holders registered as such on the transfer books of the Voting Trustees at
the close of business on the day fixed by the Company for the taking of a record
to determine those holders of its stock entitled to receive such dividends or
distributions.

In the event of the dissolution or total or partial liquidation of the
Company, the Voting Trustees shall instruct the Company to make any
distribution of moneys, securities, rights or property in respect of the shares
deposited with the Voting Trustees directly to the holders of the Voting Trust
Certificates in proportion to their interests, as shown by the transfer books of the
Voting Trustees, and the Voting Trustees shall distribute to such holders any
amounts received by the Voting Trustees in contravention of such instructions.

Stock certificates for the number and class of shares of stock then
represented by this certificate shall be due and deliverable hereunder upon the
termination of the Voting Trust as provided in the Voting Trust Agreement.

The Voting Trust Agreement shall continue in full force and effect for a
period of ten years from the date of the Voting Trust Agreement (subject to
renewal), unless the Voting Trustees no longer hold any stock pursuant to the
provisions of the Voting Trust Agreement or the Voting Trust Agreement and the
Voting Trust are terminated by a written instrument signed by the Voting Trustees
and the holders of all the Voting Trust Certificates, upon the written approval of
the New York Superintendent of Insurance if required under the Voting Trust
Agreement. In addition, the trust may be revoked and the Voting Trust
Agreement terminated by AXA under the circumstances described in the Voting
Trust Agreement. The Voting Trust Agreement may be renewed for successive
periods, as provided therein. Subject to the restrictions on transfer contained in
the Voting Trust Agreement, this certificate is transferable on the books of the
Voting Trustees a t their office maintained for that purpose, the location of which
shall be designated by the Voting Trustees by notice from time to time, by the
holder hereof, either in person or by attorney duly authorized, in accordance with
the rules established for that purpose by the Voting Trustees and on surrender of
this certificate properly endorsed. Title to this certificate when duly endorsed
shall, to the extent permitted by law and the Voting Trust Agreement, be
transferable with the same effect as in the case of a negotiable instrument. Each
holder hereof agrees that delivery of this certificate, duly endorsed by such holder,
shall vest title hereto and all rights hereunder in any transferee permitted under
the Voting Trust Agreement; provided, however, that the Voting Trustees may
treat the registered holder hereof as the absolute owner hereof, and of all rights
and interests represented hereby, for all purposes whatsoever, and the Voting

11

NYA 422462.3

Trustees shall not be bound or affected by any notice to the contrary or by any
notice of any trust, whether express, implied or constructive, or of any charge or
equity respecting the title or ownership of this certificate, or the shares of stock
represented hereby; provided, however, that no delivery of stock certificates
hereunder shall be required without surrender hereof properly endorsed.

This certificate shall not be valid for any purpose until duly signed by the
Voting Trustees.

The word “Voting Trustees” as used in this certificate means the Voting
Trustees or any successor Voting Trustees acting under such Voting Trust
Agreement.

IN WITNESS WHEREOF, the Voting Trustees have signed this
certificate on _______________________ , ____.

Voting Trustee

Voting Trustee

Voting Trustee

(Form of Assignment)

FOR VALUE RECEIVED ____________________ hereby assigns the

within certificate, and all rights and interest represented thereby, to

________________ and appoints ____________________ attorney to transfer

this certificate on the books of the Voting Trustees mentioned therein, with full
power of substitution.

Dated

Note: The signature on this assignment must correspond with the name as written
upon the face of this certificate in every particular, without alteration,
enlargement or any change whatever.

15. TRANSFER OF CERTIFICATES.

(a) The Voting Trust Certificates may not be transferred to any person
other than AXA, any Investor Related Party or any Affiliate (as such term is defined in the
Investment Agreement) of AXA which, if not an Investor Related Party, agrees or has agreed in
writing pursuant to the Standstill Agreement to be bound by the Standstill Agreement as if it
were AXA. Notwithstanding the foregoing, in no event shall a Voting Trustee purchase, sell,
own, hold or deal in Voting Trust Certificates. Subject to the foregoing limitations, the Voting

NYA 422462.3

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Trust Certificates shall be transferable by the holders thereof on the transfer books of the Voting
Trustees at their office maintained for such purpose, the location of which they shall designate by
notice from time to time, according to the rules established for that purpose by the Voting
Trustees, and the Voting Trustees may treat the registered holders as owners thereof for all
purposes whatsoever, except that they shall not be required to deliver stock certificates hereunder
without the surrender of such Voting Trust Certificates.

(b) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed,
the Voting Trustees, in their discretion, may issue a duplicate of such certificate upon receipt of:
(i) evidence of such fact satisfactory to them; (ii) indemnity satisfactory to them; (iii) the existing
certificate, if mutilated; and (iv) their reasonable fees and expenses in connection with the
issuance of a new Voting Trust Certificate.

16.       NOTICES.

(a)        Unless otherwise in this Agreement specifically provided, any
notice to or communication with any holder of Voting Trust Certificates other than AXA may be
sent by mail, either regular, registered or certified with return receipt requested, addressed to
such holder at its address appearing on the transfer books of the Voting Trustees.

(b)       Any notice to AXA hereunder may be sent by registered or
certified mail, return receipt requested, to AXA addressed as follows: Secretaire General, AXA,
23, avenue Matignon, 75008 Paris, France.

(c)        Any notice to all of the Voting Trustees hereunder may be sent by
registered or certified mail, return receipt requested, addressed to them at their office maintained
for such purpose as designated by notice from time to time. Any notice from one Voting Trustee
to the other Voting Trustees may be made in person or by mail or facsimile to them at their
addresses as they appear in this Agreement, or at any other address as may be designated by
notice from time to time.

(d)       All distributions of cash, securities or other property hereunder by
the Voting Trustees to the holders of Voting Trust Certificates may be made in the same manner
as hereinabove provided for the giving of notices to the holders of Voting Trust Certificates.

(e)        All notices concerning amendments, extensions or the termination
of this Agreement or concerning the death, incapacity, resignation or disqualification of any of
the Voting Trustees shall also be delivered to the Superintendent.

17.       CONTINUING AGREEMENT.

All Voting Trust Certificates issued as herein provided shall be issued, received
and held subject to all the terms of this Agreement.

18.       GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York without regard to the principles of conflict of laws,

NYA 422462.3

13

except to the extent the General Corporation Law of the State of Delaware is mandatorily
applicable to the subject matter of any provision of this Agreement.

19.       COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.

20.       COMPETE AGREEMENT.

This Agreement contains the entire understanding of the parties hereto with
respect to the matters covered hereby, except that this Agreement shall not supersede or
otherwise modify in any respect any agreement of the parties hereto contained in the Standstill
Agreement or the Investment Agreement.

21.       AMENDMENTS AND WAIVERS.

At any time prior to the termination of this Agreement, the Voting Trustees, AXA
and the holders of Voting Trust Certificates may, by written agreement, amend or waive any of
the provisions hereof; provided that any such amendment or waiver may only be made with the
prior written consent of the Superintendent.

22.       HEADINGS; INTERPRETATION.

The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. As used in this
Agreement, any reference to stock of the Company “having voting powers” shall refer to
Company Common Stock, Convertible Preferred Stock, Other Preferred Stock and any other
stock of the Company having the power to vote in the election of directors of the Company,
including without limitation any stock having such power only upon the occurrence of a default
or any other extraordinary contingency.

23.       GENDER AND NUMBER.

In this Agreement, unless the context otherwise requires, the masculine, feminine
and neuter genders and the singular and the plural include one another.

24.       REMEDIES.

In the event of any breach of this Agreement, in addition to any legal remedies to
the extent allowed by law, in recognition of the fact that remedies at law would not be sufficient,
the parties hereto shall be entitled to equitable remedies, including without limitation specific
performance and injunctive relief.

25.       FURTHER INSTRUMENTS.

Each party shall from time to time execute and deliver such further instruments as
any other party may reasonably request to effectuate the intent of this Agreement.

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26. FILING IN REGISTERED OFFICE.

The Voting Trustees shall file or cause to be filed this Agreement, any
amendment or renewal of this Agreement and any counterpart hereof executed by a successor
Voting Trustee in the registered office of the Company in the State of Delaware.

27.       NON-WAIVER OF RIGHTS AND BREACHES.

No failure or delay of any party hereto or any holder of a Voting Trust Certificate
in the exercise of any right given to such party or such holder hereunder shall constitute a waiver
thereof unless the time specified herein for the exercise of such right has expired, nor shall any
single or partial exercise of any right preclude any other or further exercise thereof or of any
other right. The waiver by a party hereto or any holder of a Voting Trust Certificate of any
default of any party hereto or any such holder shall not be deemed to be a waiver of any
subsequent default or other default by such party or such holder or any other party or holder.

28.       TRANSFER OF SHARES.

The Voting Trustees shall not have any power to sell, assign, transfer, encumber,
pledge, grant any security interest in, or consent to the placement of any lien upon or against the
Shares, except for transfers of such Shares upon the merger or consolidation of the Company
with another corporation and otherwise as specifically provided in this Agreement.

29.       BENEFICIARIES.

This Agreement is for the exclusive benefit of the parties hereto and the holders of
Voting Trust Certificates and is not intended to confer any rights on any other person except for
the Superintendent.

IN WITNESS WHEREOF, AXA and each Voting Trustee have signed this
Agreement as of the date first written above.

	AXA
	By:
		Title:
VOTING TRUSTEE:
Signature		Signature
Name		Name

By:

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Address		Address
	Signature
	Name
	Address

NYA 422462.3

16

EX-1

AXA

Société Anonyme (a joint stock corporation) with Management and Supervisory Boards

Stated capital: €4,784,172,207.01 euros

R.C.S. (Paris Trade and Company Register): 572.093.920 Paris

BYLAWS

(January 21, 2009)
Registered office: 25, avenue Matignon - 75008 Paris

TITLE I

STRUCTURE - CORPORATE NAME - PURPOSE - OFFICE - TERM

Article 1 - Corporate structure

The Company is a stock corporation 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
under the present bylaws.

Article 2 - Corporate name

The name of the Company is: AXA

Any instruments or documents intended for 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
Company share capital, including the place of incorporation and the registration number of
the Company as recorded in the Trade and Company Register.

Article 3 - 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 said purpose, or are 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,

-     And generally speaking, to perform any and all industrial, commercial, financial, real
estate or movable property transactions, directly or indirectly related to the purpose
defined above or in furtherance thereof.

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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 by the Board and subject to ratification by shareholders at their next annual general
meeting, or to any other location as resolved by 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
STATED CAPITAL - SHARES

Article 6 - Stated capital

The Company’s stated capital represents €4,784,172,207.01 divided into 2,089,158,169 fully
paid-up shares.

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, 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.

Article 7 - Share certificate

Fully paid-up shares may be issued in the name of the holder of record or in bearer form as
the holder so chooses pursuant to existing laws and regulations.

Shares shall be subject to registration under the terms and conditions as provided by existing
laws and regulations.

3

Any person directly or indirectly holding an amount of shares representing 0.5% of the stated
capital or its voting rights, through the intermediary of companies held under their control in
the meaning of Article L 233-3 of the French Commercial Code , is bound, within five days
of registering such shares that makes them reach or exceeds this limit, notify the Company by
registered letter with return receipt requested, the total number of shares or the number of
voting rights held as well as the total number of stock owned that will ultimately give them
access to the stated capital and potential voting rights attached thereto.

This notification must be made again under the conditions as stated above each time the
capital amount or voting rights exceed another 0,5% limit. Shareholders whose interest in the
share capital of the Company falls below any of the aforementioned thresholds is also bound
to inform the Company of their status within five business days according to the same
procedures.

Unless reported as described above, shares in excess of the fraction that should have been
reported shall not be entitled to vote at meetings of shareholders if during such meetings,
failure to do has been recorded and if one or more shareholders jointly own at least 5% of the
share capital so request. Loss of voting rights shall be applicable in all shareholder meetings
that shall be held up until two years following proper notification.

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 needs concerning the identity of holders of
company stock that gives them immediate or ultimate voting rights in shareholder meetings,
including the number of shares held by each of them.

Article 8 – Share-related rights

Ownership of one company share automatically gives its holder the right to take part in
shareholder annual general meetings and fully subjects him to company bylaws.

The heirs, assignees, trustees or creditors of any shareholder may not, whatever the reason,
request division or sale by auction of company’s shares, assets and properties nor may they
intervene in any manner whatsoever in the governance of the Company. To exercise their
rights, they must refer to the company’s financial statements and to the decisions made by
shareholders at annual general meetings.

Article 9 – Release of shares

To increase capital, a decision may be made by shareholders or the Management Board, if
given the power to do so, to release shares for purchase, either in total or in part, provided that
the fraction to be released shall not represent less than a quarter of the par value of the shares.
Any surplus may be called up one or more times as allowed under the law.

Subscribers and shareholders shall be advised of the fraction to be released at least fifteen
days before the date set for each payment, either through an legal notice placed in an official
newspaper at the place of the registered office, or by letter sent by registered mail to each of
the parties under the same deadline.

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In the event that payments for the release of shares have not have been made on the set date,
the amounts due shall bear interest at the legal rate in force increased by two points for each
day in arrears without there being any need for legal action or formal notice, and without
regard to extra time required because of distance.

In addition, the Company may take legal action to cause the execution and sale of shares not
paid up in due time as provided by law. It may also bring civil action or a common law suit
against concerned shareholders and their guarantors either before, after, or during the sale of
such shares.

TITLE III
THE SUPERVISORY BOARD

Article 10 – Composition of the Supervisory Board
A - Appointment

1.    The Supervisory Board is composed of at least three and no more than eighteen .
Pursuant to legislation in force, a temporary exception may be made in the event of a
merger.

Members of the Supervisory Board shall be appointed by the majority Shareholders at
their Annual General Meeting.

In the event of one or more vacancies, the Supervisory Board may appoint temporary
members before the next shareholder meeting.

Temporary appointments made by the Supervisory Board are subject to ratification by
shareholders at their next annual general meeting. A member appointed to replace another
shall only remain in office for the remainder of the term of his predecessor.

In the event that the number of Supervisory Board members is reduced to less than three,
the Management Board shall immediately proceed to call an ordinary meeting of
shareholders in order to fill the existing Board vacancies.

2.    During their term, each member of the Supervisory Board must own at least one hundred
shares.

3.    Members of the Supervisory Board are appointed for a four year-term. Their duties as
members of the Supervisory Board end at the close of the annual general meeting of
shareholders convened to approve the company’s final accounts for fiscal year ended and
held during the year when their term of office expires.

5

In the event that members of the Supervisory Board were to be replaced in their entirety,
the term of office of half of the designated members, or rounded down, if need be, to the
nearest number, would expire at the end of two years, and the remainder, at the end of
four years, in the order determined by a selection process through drawing performed
during a Board meeting.

Members of the Supervisory Board or authorized agents of legal entities members of the
Supervisory Board may not stay in office after age seventy. However, this rule may be
waived for a maximum one-third of the active members of the Supervisory Board
(individuals or representatives of legal entities). In the event this should apply, the term
of office granted by shareholders to members of the Supervisory Board who have
exceeded this age limit shall be no more than two years and only renewable once.

If the authorized agent of a legal entity member of the Supervisory Board cannot be held
in office, said entity shall replace him with someone else within one month to fill the
vacancy, failing which, he shall be deemed to have resigned.

If the one third quota is not respected and if the seventy years old Supervisory Board
member has not 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 Shareholders
at all times, without notice or indemnity.

C - Election of an employee shareholder representative to the Supervisory Board

1.    In accordance with regulations in force and with these Bylaws, the Shareholders,
assembled in an ordinary meeting, shall elect a member to the Supervisory Board who
represents all employee shareholders, provided that the legal prerequisites are met.

2.      This employee shareholder representative shall be elected for a four-year term of office.
Notwithstanding the foregoing, the employee 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 affiliated with
AXA within the meaning of Article L.225-180 of the French Company Code (Code de
commerce).

3.      Candidates for the employee shareholder representative seat on the Supervisory Board
shall be nominated in the following way:

a) If the voting rights attached to shares held by the employees are exercised on their
behalf by the 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 the supervisory boards for funds that hold the assets of AXA employee
shareholders in France, on the one hand, and the supervisory boards for international

6

funds that hold the assets of AXA employee shareholders in countries other than
France. In this case, each regrouping of funds could nominate no more than two
candidates.

b) If the voting rights attached to 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 employee shareholders may be carried out using any technical
means, including electronic or mail-in voting, provided they give an accurate tally 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 the candidates having received more than 2% of the votes cast in the
consultation of employee shareholders shall be submitted to a vote of the
shareholders assembled for a general meeting.

4.      With respect to the application of paragraph 3. a) and prior to the General Meeting of
Shareholders, 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 General Meeting of
Shareholders, the Management Board shall determine the procedures for consulting
employee shareholders who directly exercise their voting rights for the purpose of
nominating their candidate(s).

5.      The Management Board shall determine any nomination procedures that are not
provided for by law, regulations in force or these Bylaws, including those pertaining to
the timetable for nominating candidates and those pertaining to the designation of
employee shareholder representatives to attend the shareholders’ 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, recording the number of votes cast for each of the
candidates.

This list must contain the names of at least two candidates.

The candidate lists shall be mentioned in the notice sent to shareholders prior to meeting
at which the latter shall be called on to elect the employee shareholder representative to
the Supervisory Board.

7.      The member of the Supervisory Board elected to represent employee shareholders shall
be elected by the shareholders assembled at an ordinary general meeting, in accordance
with the same procedures that pertain to the election 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 may have pursuant to Article L.225-69 of the Company Code.

7

8. In the event of a vacancy, and regardless of why it has arisen, the candidates to the
employee shareholder representative seat on 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 member
elected to replace the outgoing officeholder shall be elected by the shareholders to serve
a four-year term.

In the interval leading up to the election of the new employee shareholder
representative, the Supervisory Board may continue to hold meetings and conduct
business as usual.

9.       In the event that the report submitted annually by the Management Board to the
shareholders pursuant to Article L.225-102 of the Company Code reveals that the
percentage of the Company’s share capital owned by employee shareholders as per the
aforementioned Article has fallen to less than 3 percent of the Company’s total share
capital, the current term office of the employee shareholder representative shall end at
the close of the Shareholders’ Meeting at which such report was submitted. In such
case, if the seat in question 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 elected to represent employee shareholders must
own at least one hundred 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 elected, or if at any time during the term of office he or she ceases to
own one hundred 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 a three month period of time.

Article 11 – Officers of the Supervisory Board

The Supervisory Board appoints a Chairman and a Vice-Chairman from amongst the people
who are 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 call meetings of the Board and presides over discussions held.

In the absence of the Chairman, or when he temporarily gives his power of attorney, the Vice-
Chairman performs the duties of the Chairman and is entitled to the same rights.

The Supervisory Board appoints a secretary, who may come from outside its membership and
who, with the Chairman and the Vice-Chairman, constitute the officers of the meeting

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Article 12 – 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, through checks and boundaries
deemed appropriate, by ensuring that it has all the documents available it requires to
perform its duty, in particular strategic plans and budgets of businesses controlled by
the Company.

Under no circumstances shall this supervision 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 managerial
duties.

2.       The Supervisory Board makes its comments known to the Shareholders at their annual
general meeting concerning the report of the Management Board including the
Company’s yearly accounts.

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 shares that gives direct or indirect access to the Company’s registered
capital
-     proposals for share repurchase programs to submit to Shareholders at their annual
general meetings
-     financial operations that may lead to substantially changing the financial
structure of the Company
-     mergers and acquisitions, whatever their form
-     strategic partnership agreements
-     setting up any stock option plans or granting any free allotments of shares for
employees of the Company, as well as for employees and officers of related
parties, as well as the granting of stock option s or free allotments of shares to
members of the Management Board of the Company,
-     proposals for changing the bylaws to submit to Shareholders at their annual
extraordinary meeting
-     proposals for income allocation and dividend payment for fiscal year ended to
submit to Shareholders at their annual general meeting
-     date of dividend distribution and possible advances for dividend payment

c)  The Supervisory Board may, up to the limit of the total amount and a specific
amount determined by it 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 amount as set, it is necessary in each case to obtain
the approval of the Supervisory Board.

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When the amount of a collateral, warranty or surety exceeds the limit set for the
period under consideration, any action to enforce this excess against third parties
who are not cognizant of the limit is void.

Lack of approval in case of real property sale per se, total or partial transfer of
interests and collateral provisions is unenforceable against third parties, unless it is
proven by the Company that said third parties were cognizant of it or could not have
ignored it.

4.      The Supervisory Board may set up one or more special committees made up of its own
membership and responsible for performing their assigned tasks under its supervision.
Each committee presents its activity report to the Supervisory Board at the next
scheduled meeting.

5.       The Supervisory Board defines its own internal operating procedures which are
communicated to the Management Board.

Article 13 – Meetings of the Supervisory Board

1.         The Supervisory Board may meet 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 is subject to call a meeting of the Board no later than fifteen days
following a request made by the Management Board or at least by one-third of the
members of the Supervisory Board for such a meeting giving the reasons therefor. If
the request is left unanswered, the requesting parties may themselves proceed to notify
the members for their attendance by providing them with the meeting agenda.
Otherwise it is the Chairman of the Board who sets the business agenda and only at the
time of the meeting.

Meetings shall take place wherever it is indicated in the notice of meeting.

2.         A member of the Supervisory Board may give his proxy either by mail, telex, telegram
or facsimile (article 107-1 of the French Decree dated March, 23^rd , 1967) to another
member of the Supervisory Board to act on his 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 authorized agents
of legal entities.

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In accordance with and subject to legal provisions in force, 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 tie, the Chairman shall cast the deciding vote.

Members of the Supervisory Board may participate in meetings of the Supervisory
Board by videoconference or by any other means of telecommunication or remote
transmission in compliance with regulations in force. Any member of the Supervisory
Board may appoint another member thereof as his proxy.

3.Members of the Supervisory Board, including anyone present at the meetings of the
Supervisory Board, are held to confidentiality with respect to the discussions held at
Board meetings and to information of a confidential nature or deemed as such by
the Chairman of the Supervisory Board or the Chairman of the Management Board.

Article 14 – Compensation of Members of the Supervisory Board

1.         Members of the Supervisory Board receive a fixed annual fee as compensation the
amount of which is 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 and the amounts
to be allocated to the members depend on the attendance rates set by the Board.

2.         The Board may also compensate its members for their performance of special tasks or
assignments with which it has entrusted them, under the conditions and the terms
provided by law.

Article 15 - Advisors

Upon proposal from the Chairman, the Supervisory Board may accept, from time to time as it
seems fit, a number of advisors up to a maximum of four people or representatives of
corporate entities, whether they are selected or not among the shareholders. Advisors 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.

Advisors may not substitute to members of the Supervisory Board on which they depend for
their authority. They issue their advice and communicate same to the Supervisory Board and
the Management Board.

Advisors are fully entitled to leave their function at the term of the period in which they have
reached and completed age seventy.

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TITLE IV

MANAGEMENT BOARD

Article 16 – Composition of the Management Board
A – Appointment

1.         The company is headed by a Management Board composed of up to 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 not be shareholders but it is mandatory that
they represent themselves as individuals. No member of the Supervisory Board may be
part of the Management Board. No one is eligible for membership in the Management
Board if he falls under one of the forfeitures: cumulative functions, incompatibility,
degeneration or ban from certain practices under the law.

Any member of the Management Board may sign an employment contract with the
Company that is legally binding and effective through the whole term of his office and
beyond.

3.         Members of the Management Board are elected for three years by the Supervisory
Board, which is responsible for filling any vacancies on the Management Board in
accordance with the law.

3.         Members of the Management Board may be re-elected for ever.

4.         No one may be elected to the Management Board past age sixty-five. Any member of
the Management Board who reaches the age of sixty-five while in office during a
fiscal year is automatically deemed to have resigned at the close of that fiscal year.
However, when a member of the Management Board reaches that age, 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 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 money
damages .

Removal of a member of the Management Board does not result in the termination of the
employment contract the concerned party may have signed with the Company.

12

Article 17 – Chairmanship of the Management Board – Corporate executive level

The Supervisory Board elects one of the members of the Management Board as Chairman.

The Chairman performs his duties as such throughout his term as member of the Management
Board.

The Chairman of the Management Board shall represent the Company in its dealings with
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, President
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 assigned 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 of delegation
from the Supervisory Board are deemed to be legally binding on the Company.

Article 18 – 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 Shareholders and the Supervisory Board.

Limitation to these powers is not enforceable against third parties, who may bring legal
action against the Company to enforce commitments made in its name by the Chairman
of the Management Board or any other member 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 to discuss
essential management issues related to the Company nor may they consider it as a cause
for exonerating them from the task of due diligence that is incumbent upon each
member of the Management Board and for which they are jointly and severally liable.

3.      The Management Board may at its discretion entrusts 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 to enable them to achieve one or
more specific purposes, with or without the right to subrogate.

13

4.      When a transactions requires the approval of the Supervisory Board pursuant to Article
12 of these bylaws and the Board withholds it, the Management Board may bring the
dispute before the Shareholders who may resolve to grant the required approval and
bear all ensuing consequences.

5.      The Management Board presents its report, at least once every quarter, to the
Supervisory Board either orally or in writing summarizing its major accomplishments or
highlights in the management of the Company.

Within three months following the fiscal year ended, the Management Board prepares
the Company’s final accounts 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 after reviewing the Company’s quarterly and half-yearly
results, presents them to the Supervisory Board.

The Management Board calls all shareholder meetings, sets their agenda, and carries out
their resolutions.

6.      Members of the Management Board are jointly and severally liable before the Company
or toward third parties, as the case may be, for any violations 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, all
punishable by law and subject to the terms provided therein.

Article 19 – Meetings and resolutions of the ManagementBoard

The Management Board may meet as often as it is necessary to protect the interest of the
Company upon notice from the Chairman of the Management Board or 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 established at the meeting. Notice of meetings may
be given by all available means, including orally.

The President 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-President and Senior Executive designated
by the President of the Management Board. If he is unable to do so, the oldest Vice-President
and Senior Executive or the oldest member of the Management Board in attendance will act
as chair. The Management Board appoints a secretary, who need not be a member of said
Board.

Decisions of the Management Board are only valid if half of its members are present.

Decisions are taken by the majority vote of members present and represented. If there is a
draw, the vote of the Chairman shall prevail.

14

Decisions of the Management Board are recorded in minutes of meetings and placed in a
special minute book and signed by all members of the Board present at the meeting.

After consulting the Supervisory Board, the Management Board establishes its own internal
operating procedures.

Article 20 – Compensation of members of the Management Board

The Supervisory Board shall fix the amount and terms of compensation for each of the
members of the Management Board.

Article 21 – 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 power greater than the upper threshold in force (if such
shareholder is a company and not an individual, the company that controls it within the
meaning of Article L.233-3 of the French Company Code) must be submitted to the prior
approval of the Supervisory Board.

The same shall hold for agreements in which one of the persons mentioned in the preceding
paragraph has an indirect interest or in which this person does business by the intermediary of
another person.

Agreements entered into between the Company and another company, if a member of the
Supervisory Board or the Management Board has an ownership interest in the latter; is an
unlimited partner, manager or trustee therein; is a member of its supervisory board; or, in
general, is a director and/or officer thereof.

The foregoing provisions do not apply to agreements that concern ongoing business
operations conducted in the usual way.

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 independent statutory
auditors of the Company.”

TITLE V
AUDITORS

Article 22 – Auditors

One or more auditors are elected to perform their duties as provided by law.
Their fees are set according to the terms of applicable regulations.

15

TITLE VI
ANNUAL GENERAL SHAREHOLDER MEETINGS

Article 23 – Annual shareholder meetings

Shareholders are convened by the Management Board to attend annual general meetings as
provided by law.

They may also be called by the Supervisory Board.

The shareholders meet and deliberate in accordance with applicable legislation. In particular,
any shareholder may vote at meetings of shareholders without being physically present, by
means of videoconference or by means of telecommunication allowing the identification of
shareholders, as provided for under the law and subject to approval by the Management
Board, published in the notice of meeting.

Any shareholder may attend such meetings either in person or by proxy upon proof of identity
or ownership of shares under the terms and conditions as provided by existing laws and
regulations.

Voting by mail is accomplished in accordance with applicable legislation and regulations. In
particular, any shareholder may transmit in paper form or, subject to approval by the
Management Board, published in the notice of meeting, by electronic means, proxy and mail
voting cards prior to meetings of shareholders.

The online completion and signature of these cards, in accordance with the first sentence of
the second point in Article 1316-4 of the French Civil Code (the Code Civil) could, if the
Management Board so decides at the time the notice of meeting is sent to shareholders, be
done directly on the secured web site that has been set up to centralize management of
shareholders’ meetings via a secure username (log-in) and password system. The proxy or
voting card completed electronically prior to the actual meeting, as well as the
acknowledgement of receipt that will be given in reply, will be considered as irrevocable and
opposable written proof, it being specified that, in the event shares are sold or otherwise
legally transferred before the third business day preceding the shareholders’ meeting at
0.00am Paris time, the Company shall invalidate or modify accordingly, as the case may be,
the proxy or voting card completed online.

Each shareholder has as many voting rights as the number of shares they own or represent.
However, owners of record of fully paid-up shares held at least for two years at the end of the
fiscal year preceding the meeting date as scheduled, double their voting rights. In the event of
an increase in capital by reserve capitalization, premium shares or merger issuance, voting
rights are doubled, upon share issuance, for registered shares granted freely to a shareholder
whose outstanding shares allow him to exercise such right.

16

Shareholder meetings are presided by the Chairman of the Supervisory Board or, in his
absence, by the Vice-Chairman, or by a specifically appointed member of the Supervisory
Board. Otherwise, Shareholders appoint themselves a presiding chairman.

Minutes of the meetings are prepared and true copies certified to be delivered as required by
law.

TITLE VII
FISCAL YEAR

Article 24 – Company and consolidated accounts

The fiscal year is a twelve-month period starting January 1 and ending December 31.

a)   Company financial statements

Amounts required by law to be set aside as reserves are first deducted from each year’s
income, reduced by losses carried forward, if any.

Income available for distribution represents the company’s net profit for fiscal year, reduced
by any losses carried forward and by amounts required by law or by the bylaws to be set aside
as reserves, and increased by previous retained earnings.

Shareholders may decide to withhold from said earnings any amounts they deem appropriate
for allocation to optional, ordinary or extraordinary reserves, or else to carry them forward.

The balance thereof shall be distributed among the shares outstanding in proportion to their
nominal value as fully paid-up and unredeemed shares.

The Management Board determines when, where and how dividend payments are to be made.

The Management Board may decided to make one or more advance payments for dividend
distribution under the terms set by law and in accordance with the provisions of article 12.3 b)
of these bylaws.

Shareholders convened to approve company accounts for the fiscal year under consideration
have the power to grant each shareholder, concerning all or part of their dividend distribution,
the option to receive payment therefor either in cash or in shares.

b)  Consolidated financial statements

The Management Board shall submit the consolidated financial statements to the approval of
the Shareholders at the same time as it submits the Company financial statements and its
report. The duly assembled shareholders shall deliberate on all issues relating to the
consolidated financial statements for the previous year ended.

17

TITLE VIII

DISSOLUTION

Article 25 – Dissolution

In case of Company’s dissolution, Shareholders appoint one or more receivers, provided the
quorum is met and they have the required majority vote as stipulated for ordinary shareholder
meetings.

At their annual general meeting, Shareholders meeting in ordinary session have the right to
decide to allow the Company to continue to do business as usual or to obtain new business for
the purposes of its winding up.

The receiver represents the Company. He is invested with the broadest powers possible to
dispose of 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.

TITLE IX
DISPUTE

Article 26 - Dispute

Any dispute arising during the life of the Company or during its winding-up process, between
the Company and its shareholders or among the Shareholders themselves related to
Company’s matters, is brought before the courts under the proper jurisdiction effective at the
place of business of the Company.

To this end, for matters of dispute, Shareholders are required to elect domicile for due service
of process in the jurisdictional area of the effective 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 place of business of the Company.

18

EX-15

PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
Téléphone 01 56 57 58 59
Fax 01 56 57 58 60

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8
(Nos. 333-152695, 333-145265, 333-136679, 333-128450, 333-118107, 333-118105, 333-
118103, 333-109227, 333-104438, 333-99083, 333-91900, 333-75600, 333-70516, 333-12088,
333-9212, 333-08910 and 333-12944) of AXA of our report dated March 26, 2009 relating to the
consolidated financial statements, financial statement schedule and the effectiveness of internal
control over financial reporting, which appears in this Form 20-F.

PricewaterhouseCoopers Audit

Michael P. Nelligan                                                         Eric Dupont

Neuilly-sur-Seine, France
March 27, 2009

Société d'expertise comptable inscrite au tableau de l'ordre de Paris - Ile de France • Strasbourg - Alsace • Lille - Nord Pas de Calais •
Lorraine • Lyon - Rhônes Alpes • Provence - Côte d'Azur - Corse • Pays de Loire • Rouen - Normandie • Toulouse - Midi Pyrénées.
Société de commissariat aux comptes membre de la compagnie régionale de Versailles. Bureaux : Grenoble, Lille, Lyon, Marseille,
Metz, Mulhouse, Nantes, Neuilly-sur-Seine, Rouen, Sophia Antipolis, Strasbourg, Toulouse.
Société Anonyme au capital de 2 510 460 €. RCS Nanterre B 672 006 483 - code APE 741 C - TVA n° FR 76 672 006 483
Siret 672 006 483 00362 - Siège social : 63, rue de Villiers 92208 Neuilly-sur-Seine cedex.

EX-13

AXA

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F for the year ended December 31, 2008 of
AXA S.A. (the "Registrant"), as filed with the United States Securities and Exchange Commission on the date
hereof (the "Report"), I, Henri de Castries, Chief Executive Officer and Chairman of the Management Board of
the Registrant, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and

(2) The information contained in such Report fairly presents, in all material respects, the
financial condition and results of operations of the Registrant as of, and for, the periods presented in such
Report.

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of
the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purposes.

/s/	Henri de Castries
	Chief Executive Officer
	Chairman of the Management Board
	March 27, 2009

AXA

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F for the year ended December 31, 2008 of
AXA S.A. (the "Registrant"), as filed with the United States Securities and Exchange Commission on
the date hereof (the "Report"), I, Denis Duverne, Chief Financial Officer and a Member of the
Management Board of the Registrant, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)  The Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and

(2)  The information contained in such Report fairly presents, in all material respects, the financial condition
and results of operations of the Registrant as of, and for, the periods presented in such Report.

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of
the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purposes.

/s/	Denis Duverne
	Chief Financial Officer
	Member of the Management Board
	March 27, 2009

EX-12

AXA

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Henri de Castries, Chief Executive Officer and Chairman of the Management Board of AXA S A , certify
that

1      I have reviewed this Annual Report on Form 20-F for the year ended December 31, 2008 of AXA S A (the
"Registrant");

2   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3    Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this report;

4    The Registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f))
for the Registrant and have:

•    designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

•    designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

•    evaluated the effectiveness of the Registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

•    disclosed in this report any change in the Registrant's internal control over financial reporting
that occurred during the period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over financial reporting;
and

5    The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Registrant's auditors and the audit committee of the
Registrant's board of directors (or persons performing the equivalent functions):

•     all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the Registrant's
ability to record, process, summarize and report financial information; and

•     any fraud, whether or not material, that involves management or other employees who have a
significant role in the Registrant's internal control over financial reporting.

/s/	Henri de Castries
	Chief Executive Officer
	Chairman of the Management Board
	March 27, 2009

AXA

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Denis Duverne, Chief Financial Officer and a Member of the Management Board of AXA S.A., certify that:

1.    I have reviewed this Annual Report on Form 20-F for the year ended December 31, 2008 of AXA S. A. (the
"Registrant");

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f))
for the Registrant and have:

•    designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

•    designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

•    evaluated the effectiveness of the Registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

•    disclosed in this report any change in the Registrant's internal control over financial reporting
that occurred during the period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over financial reporting;
and

5.    The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Registrant's auditors and the audit committee of the
Registrant's board of directors (or persons performing the equivalent functions):

•     all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the Registrant's
ability to record, process, summarize and report financial information; and

•     any fraud, whether or not material, that involves management or other employees who have a
significant role in the Registrant's internal control over financial reporting.

/s/	Denis Duverne
	Chief Financial Officer
	Member of the Management Board
	March 27, 2009