AXA

(the "Company")

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RULES OF PROCEDUREOF THE SUPERVISORY BOARD

.December 18.2008

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These Rules of Procedure of the Supervisory Board have been drawn up in accordance withArticle 12.5 of the Company's Bylaws. They may be amended at any time by a simpledecision 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 atleast 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 theDeputy Chairman.

The Chairman must call a meeting of the Supervisory Board on such date that is no laterthan fifteen days after the Management Board or at least one third of the members of theSupervisory Board present him with a request to do so, with reasons provided. If therequest is not followed up, its authors may themselves call the meeting, giving notice ofits agenda. Failing that, the agenda shall be decided by the Chairman, who can do it evenat 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 SupervisoryBoard 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 theproxies received pursuant to the above paragraph.

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

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

The members of the Supervisory Board may participate in meetings of the Board viavideoconference or telecommunications means that enable positive identification andverification of their actual remote attendance. Such means of communications must, at aminimum, transmit the voices of remote attendees and meet the technical requirementsfor the simultaneous and uninterrupted rebroadcast of board proceedings.

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

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

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The Supervisory Board can authorise persons who are not members of the Board toparticipate in meetings of the Supervisory Board, including via videoconference ortelecommunications means.

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

4.    The Supervisory Board meets on a regular basis without the attendance of theManagement Boards members. The Supervisory Board may also meet with Groupsmain 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, inaccordance with the applicable legal provisions.

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

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

Article 3 - Exercise of the powers of the Supervisory Board

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

A - Review of annual financial statements

Following the end of the fiscal year, the Supervisory Board reviews and controls the financialstatements prepared by the Management Board. The Management Board shall present thesefinancial statements to the Supervisory Board within a 3 month period following the end ofthe 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 deemsuseful. Each member may receive copies of the documents that he deems useful forperforming his assignment.

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Members of the Supervisory Board are informed by the Management Board or its Chairmanby any means and on a regular basis of the financial situation, cash flows and obligations ofthe 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 theactivities and operations of the Company.

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

C- Prior authorisation of the Supervisory Board

1.    Pursuant to Article 12-3 a) of the Bylaws, the Management Board must obtain theSupervisory 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 companyor consortium existing or yet to be created, whatever its legal form,

acquisitions, whatever form they may take, as well as strategic partnershipagreements related to an acquisition deal.

As an exception to the foregoing, and pursuant to Article 12.3 c) of the Bylaws, theSupervisory Board authorises the Management Board to conduct any of thetransactions indicated above, provided that the immediate or deferred amount pertransaction does not exceed 500 million euros, and provided that the total amount ofall transactions of the same type (sale of real estate, sale of equity stakes oracquisitions) completed by the Management Board over the current fiscal yearwithout the prior authorisation of the Supervisory Board does not exceed 2 billioneuros. In the event that any one transaction exceeds either of the aforementionedceilings, the Supervisory Boards prior authorisation is required.

2.     The Supervisory Board authorises the Management Board to put up sureties, grantbonds or guarantees in favour of third parties upon a collective decision of theManagement 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 notexceed the corresponding amount as indicated below:

-for guarantees or bonds given by the Company in favour of third parties toguarantee obligations of its subsidiaries or sureties put up to guarantee itsown 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) aguarantee or a bond granted by the Company exceeds the individual thresholdsprovided above or if the global ceiling of one billion euros provided above isexceeded, the authorisation of the Supervisory Board will be required.

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The authorisations given in this way to the Management Board shall be examinedanew each year during the examination of the Company's annual financialstatements. On that occasion or at any other time, the Supervisory Board may decideto renew its authorisations for a duration that may not exceed one year as from thedate of the renewal. If the authorizations are not renewed, any new surety, guaranteeor 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 pursuantto a collective decision of its members.

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

-      issuance of securities that give direct or indirect access to the Companysregistered capital, with the exception of issuance of securities giving direct orindirect access to the Companys registered capital that are reserved for itsemployees and employees of companies enrolled in the AXA Groupsemployee stock purchase plans (Shareplan), that do not to exceed a nominalamount per issuance of 150 million euros and a global ceiling per 2-year periodof the same amount,

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

-      financial operations that may lead to substantially changing the financialstructure 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 foremployees of the Company, as well as for employees and officers of relatedparties, as well as the granting of stock options or free allotments of shares tomembers of the Management Board of the Company,

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

-      proposals for income allocation and dividend payment for fiscal year ended tosubmit 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 bythe Company.

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

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

6.    The consents or prior authorisations given to the Management Board pursuant toArticle 12-3 of the Bylaws shall be recorded in the minutes of the proceedings of theSupervisory 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 itsstructure, one or more specialised Committees whose composition and powers it shall set, andunder whose authority they shall operate. These powers may not be such as to delegate to aCommittee those powers which by law or via the Bylaws are attributed to the SupervisoryBoard, or as to reduce or limit the powers of the Management Board. Each Committee reportson 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 themselvesrepresented.

The term of office of the members of the Committee shall coincide with their term as memberof the Supervisory Board. The term as a member of the Committee can be renewed at thesame 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 maximumterm that corresponds to that of the member's term of office as a member of the SupervisoryBoard.

Each Committee shall define the frequency of its meetings. They will be held at theCompany'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 hisdiscretion from time to time, to invite members of the Supervisory Board and/or others toattend as he deems appropriate. Only the members of the Committee shall have the right toparticipate in its deliberations and vote on matters submitted to the Committee and any nonmembers 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 ofthe 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 includedin the file of the Supervisory Board during the meeting it will be reported.

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

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

Article 5  Audit Committee

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

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

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

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

The Committee makes a recommendation on the appointment, compensation, andreplacement of, and oversees, the external Auditors of the Company and, wherelegally permissible, of its subsidiaries. It checks their independence. It examines andvalidates in their presence their audit plan and programme of operation, the results oftheir audit, their recommendations and any action taken on the recommendations. Itexamines all fees for audit services, audit related services and any other services. Itmakes sure that the same principles are followed in all the companies of the AXAGroup.

The Committee shall be informed of the accounting rules that apply within the AXAGroup; 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 inthe accounting methods, and keeps informed, particularly as regards accountingstandards and methods both nationally and internationally.

2.2  The Committee shall examine the programme and the goals of central audit of theAXA Group and the reports produced, either by the management of audit of AXAGroup, or by consultants that it may have authorised. It makes an assessment on thepertinence and the quality of the methods and procedures used. It explains and, ifnecessary, directs the work of the authors. It presents to the Supervisory Board theresult 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 internalcontrol and risk management.

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

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

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

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

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

5.    The Central Audit Division of the AXA Group shall perform secretarial functions for theCommittee, and produces the minutes of each meeting under the authority of theChairman 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 "FinanceCommittee" 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 orequity stakes, when their value exceeds the delegations of power granted to theManagement Board by the Supervisory Board in the scope of Article 12-3 of theBylaws.

2.2     The Committee shall examine and issue an opinion on any plan that intends to setup sureties, grant bonds or guarantees in favour of third parties, when their valueexceeds the delegations of power granted to the Management Board by theSupervisory 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 planspresented by the Management Board:

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

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

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

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

-strategic partnership agreements,

-to propose distribution of the annual profit and the setting of the dividend forthe 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 ofsignificant 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. Itmay also meet at the request of at least half of its members, or at the request of theChairman 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 "CompensationCommittee" 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 tothe members of the Management Board.

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

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

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

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

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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 mayalso meet at the request of at least half of its members, or at the request of the Chairmanof 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 theSupervisory Board..

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

2.1     The Committee shall formulate proposals to the Supervisory Board, for theappointment of:

-Members of the Supervisory Board, its Chairman and its Deputy Chairman,

-members of the Management Board, its Chairman and the Deputy Chairmanand General Managers,

-non-voting members,

-members of a specialised Committee of the Supervisory Board, and of itsChairman.

2.2     The Committee shall examine the provisions envisaged by the Chairman of theManagement Board so that it can prepare the relief of the members of theManagement Board.

2.3     The members of the Committee shall be kept informed of the appointments of theprincipal managers of the Group, and in particular of the members of the ExecutiveCommittee. The Chairman of the Management Board may ask the Committee foran 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 asgovernance matters (Supervisory Board assessment).

2.5     The AXA Group Compliance and Ethics Guide is submitted to the Committee forits opinion.

3.     The Committee shall be made up of at least three members and at most six. TheChairman of the Supervisory Board takes part to the Committees works and attends itsmeetings.

4.     The Committee shall meet at least once a year at the invitation of its Chairman. It mayalso meet at the request of at least half of its members, or at the request of the Chairmanof the Supervisory Board or of the Chairman of the Management Board.

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5. Compensation Committee members will be asked to attend this Committee meeting toexamine the aforementioned issues, which are related to issues the CompensationCommittee generally handles.

Article 9 - Compensation of the Supervisory Board

1.    The Chairman will receive compensation whose amount and conditions will be set by theSupervisory Board.

2.    The total value of the directors' fees set by the general meeting of shareholders pursuantto Article 14-1 of the Bylaws shall be distributed by the Supervisory Board among theSupervisory Board and its various specialised Committees according to the followingprocedures:

Half of the value of the directors' fees will be distributed evenly among the membersof the Supervisory Board as a set entitlement, with the Chairman and Vice Chairmaneach receiving a double fee;

A first share of remaining amount shall be distributed among the members of theSupervisory Board in proportion to their actual attendance at the meetings of theBoard, 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 Boardto the various advisory Committees and distributed among their members inproportion 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 ofthe Audit Committee), while the other Committee members will be entitled to asingle fee (a double fee for the Chairman) and the members of the Supervisory Boardwho are not members of one Committee but who attend the meetings of oneCommittee 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, asper French Commercial Code.

4.    Each member of the Supervisory Board, whether an individual or a permanentrepresentative to whom directors' fees were reserved, shall undertake to own, before theexpiration of two years after first being appointed, a number of shares in the Companythat corresponds to an amount at least equivalent to the gross directors fee earned inrespect of the previous fiscal year. The shares purchased to satisfy this obligation will beheld in registered form.

Subject to compliance with ethical rules to do with financial translations, a member of theSupervisory Board may sell the shares acquired in this way, as long as s/he regularisesher/his situation within four months, so that s/he is in compliance with the commitmentspecified in the above paragraph.

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Moreover, each member of the Supervisory Board shall inform the Company of thenumber of shares in the Company he or she owns as at December 31 of each fiscal yearand at the time of any financial operation, to allow the Company to comply with itsdisclosure obligations.

5. Any member of the Supervisory Board who has not attended at least half the meetingsheld in one year, failing extraordinary circumstances, will be deemed to wish to terminateher/his term of office and will be invited to present a letter of resignation to theSupervisory 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 beheld to a general obligation of confidentiality as concerns the proceedings of theSupervisory Board and of its Committees, and with regard to the information of aconfidential nature or presented as such by the Chairman of the Supervisory Board or theManagement 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 theshare price of one of the companies controlled by it in the sense of Article L 233-3 of theFrench Commercial Code, on publication, the members of the Supervisory Board mustrefrain 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 Boardundertake to comply with the Group's Code of Ethics, the text of which was forwarded tothem and is appended to these rules.

Each member of the Supervisory Board reports on the operations s/he has performed onAXA securities to the Autorité des marchés financiers["AMF"] and the Company inaccordance with legal and regulatory requirements in force.

Lastly, each member of the Supervisory Board shall be required to inform the Companyof any situation concerning him which may create a conflict of interest with the Companyor the companies of the AXA Group.

The Company may then ask each member of the Supervisory Board to supply allinformation, particularly those relating to securities of listed companies, enabling it tosatisfy the reporting obligations to the share market and insurance authorities of somecountries.

3.    Before taking up its duties, each member of the Supervisory Board shall ensure he or sheis aware of the specific or general obligations applying to him/her. He or she shall also beaware of the legal and statutory rules of the Bylaws, as well as of the Rules of Procedureherein defined, and of any amendment to them the Supervisory Board may decide.

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Article 11 - Powers of the Management Board

The Management Board shall, if it wishes, distribute the Company's management tasks amongits members, with the authorisation of the Supervisory Board. As an internal measure, theChairman of the Management Board may delegate the power of making certain commitmentsin 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 themembers of the Management Board and to the Deputy General Managers of the AXAGroup, 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 thedecisions made.

Article 12  Service

These Rules of Procedure will be served upon the Management Board. The ManagementBoard will acknowledge them via a special procedure.

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