UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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, 2007OR

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

For the transition period fromto

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 specified 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 registrants 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 ExchangeAmerican 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, 2007 was: 2,060,753,492

Ordinary Shares of Euro 2.29 nominal value per share, including 90,300,936 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has beensubject 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]

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Table of Contents

|ITEM                                                                                |  | Page in thisForm 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                                                   |  | 6                     | 
|Item 4A Unresolved Staff Comments                                                   |  | 7                     | 
|Item 5 Operating and Financial Review and Prospects                                 |  | 8                     | 
|Item 6 Directors, Senior Management and Employees                                   |  | 81                    | 
|Item 7 Major Shareholders and Related Party Transactions                            |  | 84                    | 
|Item 8 Financial Information                                                        |  | 84                    | 
|Item 9 The Offer and Listing                                                        |  | 84                    | 
|Item 10 Additional Information                                                      |  | 87                    | 
|Item 11 Quantitative and Qualitative Disclosures about Market Risk                  |  | 101                   | 
|Item 12 Description of Securities other than Equity Securities                      |  | 101                   | 
|                                                                                    |  |                       | 
|Part II                                                                             |  |                       | 
|Item 13 Defaults, Dividend Arrearages and Delinquencies                             |  | 102                   | 
|Item 14 Material Modifications to the Rights of Security Holdersand Use of Proceeds |  | 102                   | 
|Item 15 Controls and Procedures                                                     |  | 102                   | 
|Item 16A Audit Committee Financial Expert                                           |  | 104                   | 
|Item 16B Code of Ethics                                                             |  | 104                   | 
|Item 16C Principal Accountant Fees and Services                                     |  | 105                   | 
|Item 16D Exemptions from the Listing Standards for Audit Committees                 |  | 106                   | 
|Item 16E Purchases of Equity Securities by the Issuer and AffiliatedPurchasers      |  | 107                   | 
|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                  | 

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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 toAXA, a *Société Anonyme* organized under the laws of France, which is the publicly traded parent company ofthe AXA Group, and "AXA Group", the "Group" or "we" refers to the Company together with its direct andindirect consolidated subsidiaries. The Companys ordinary shares are referred to in this Annual Report on Form20-F as "shares", "ordinary shares", or "AXA ordinary shares". The principal trading market for the Companysordinary shares is the Compartment A of Euronext Paris, which we refer to in this Annual Report on Form 20-Fas "Euronext Paris". The Companys American Depositary Shares and American Depositary Receipts arereferred to in this Annual Report on Form 20-F as "ADSs" and "ADRs", respectively. The ADSs and ADRs arelisted on the New York Stock Exchange (referred to in this Annual Report on Form 20-F as "NYSE"). One ADSrepresents one ordinary share.

This Annual Report on Form 20-F incorporates by reference specific portions of AXAs home country 2007Annual Report to Shareholders (the "AXA Group 2007 Annual Report") which was furnished to the SEC on aForm 6-K on April 28, 2008. Therefore, the information in this Annual Report on Form 20-F should be read inconjunction with such portions of the AXA Group 2007 Annual Report incorporated by reference herein. Suchportions of the AXA Group 2007 Annual Report incorporated by reference in this Form 20-F are included hereinas Exhibit 15(b). The AXA Group 2007 Annual Report has been furnished to the SEC for information only andthe AXA Group 2007 Annual Report is not filed with the SEC except for such specific portions as are expresslyincorporated 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 statementsfor the years ended December 31, 2007, 2006 and 2005 from the AXA Group 2007 Annual Report (Part V  - "Consolidated Financial Statements"). These financial statements have been prepared in accordance withInternational Financial Reporting Standards (referred to in this Annual Report on Form 20-F as "IFRS") andinterpretations from the International Financial Reporting Interpretations Committee (referred to in this AnnualReport on Form 20-F as "IFRIC") that were definitive and effective as at December 31, 2007, as adopted by theEuropean Union before the balance sheet date. However, the Group does not use the "carve out" option to avoidapplying all the hedge accounting principles required by IAS 39. As a consequence, the consolidated financialstatements also comply with IFRS as issued by the International Accounting Standards Board ("IASB").

Various amounts in this Annual Report on Form 20-F and in the AXA Group 2007 Annual Report are shown inmillion for presentation purposes. Such amounts have been rounded and, accordingly, may not total. Roundingdifferences may also exist for percentages.

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Exchange Rate Information

The information required by this Item is incorporated by reference herein from the AXA Group 2007 AnnualReport, Part I, Section 1.2 page 2.

Special Note Regarding Forward-LookingStatements

This Annual Report on Form 20-F and other publicly available documents concerning AXA may include, andAXA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. Thesestatements are not historical facts but instead represent AXAs belief regarding future events, many of which, bytheir nature, are inherently uncertain and outside of AXAs control.

These statements may address, among other things, AXAs financial condition, results of operations andbusiness, 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 thanstatements of historical facts are, or may be deemed to be, forward-looking statements. Forward-lookingstatements are statements of future expectations that are based on managements current views and assumptionsand involve known and unknown risks and uncertainties that could cause actual results, performance or events todiffer materially from those expressed or implied in such statements, including those risks and uncertaintiesdiscussed elsewhere in this Annual Report on Form 20-F and in AXAs other public filings, press releases, oralpresentations and discussions. Forward-looking statements include, among other things, discussions concerningthe 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 Ambition2012 project and the objectives, financial and other, associated with that project. Forward-looking statements inthis Annual Report on Form 20-F are identified by the use of the following words and other similar expressions,among others:

| "anticipate" "believe" "outlook" "probably" "project" "risks" "seek" "should" "target" |  |  "would" "objectives" "could" "estimate" "expect" "goals" "intend" "may" "shall" |  |  | 
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------- |  |  | 





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

market risks including those related to (a) financial market volatility, stock market prices, fluctuationsin 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 investmentsand/or result in investment losses and default losses, (e) the use of derivatives and AXAs ability tohedge effectively, (f) sustained elevated inflation rates, and (g) adverse changes in the economies inAXAs major markets;

the intensity of competition from other financial institutions;

AXAs experience with regard to mortality and morbidity trends, lapse rates and policy renewal levelsrelating to its Life & Savings operations, which may also include health products;

the frequency, severity and development of Property & Casualty claims and policy renewal ratesrelating 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 informationsystems to support strategic goals while continuing to control costs and expenses;

AXAs visibility in the market place, the financial and claims-paying ability ratings of its insurancesubsidiaries, as well as AXAs credit rating and ability to access adequate financing to support itscurrent and future business;

AXAs reputation and brand recognition in the marketplace as well as its relationships with regulatoryauthorities in the various markets where it does business;

the effect of litigation or changes in laws and regulations on AXAs businesses, including changes intax laws affecting insurance as well as operating income and changes in accounting and reportingpractices;

changes in policies of central banks and/or governments;

the costs of defending litigation, the risk of unanticipated material adverse outcomes in such litigationand 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 AXAand its subsidiaries operate;

the occurrence, frequency and severity of natural disasters, pandemic diseases and other catastrophicevents;

the performance of others on whom AXA relies for distribution, investment management, reinsuranceand other services; and

the effect of any pending or future mergers, acquisitions or disposals, AXAs ability to successfullyintegrate previously acquired businesses and its ability to achieve anticipated synergies from theseacquisitions.

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

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

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PART I

Item 1. Identity of Directors, Senior Managementand 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 2007 AnnualReport, Part II, Section 2.1 pages 4 to 6 and page 8, and part V, Note 26 to the Consolidated FinancialStatements pages 364 and 365. In addition, please see the information set forth below in this Item 3.

Information on Euro Noon Buying Rates

The following table sets forth, for the periods and dates indicated, certain information concerning the NoonBuying Rate of one Euro to U.S. dollars in New York City for cable transfers as certified for customs purposesby the Federal Reserve Bank of New York, which we refer hereafter as the "Euro Noon Buying Rate". The EuroNoon Buying Rates presented below are for your convenience and were not used by AXA to prepare AXAsconsolidated financial statements.

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|                              |  | U.S. dollar per Euro | 
|----------------------------- |  | -------------------- | 
|Calendar period               |  | Average rate(a)      | 
|2003                          |  | 1.1411               | 
|2004                          |  | 1.2478               | 
|2005                          |  | 1.2400               | 
|2006                          |  | 1.2661               | 
|2007                          |  | 1.3797               | 
|2008 (through March 31, 2008) |  | 1.5278               | 

(a) The average of the Euro Noon Buying Rates on the last business day of each full month during the relevant period.



|              |  |        |  | U.S. dollar per Euro | 
|------------- |  | ------ |  | -------------------- | 
|Month         |  | High   |  | Low                  | 
|October 2007  |  | 1.4468 |  | 1.4092               | 
|November 2007 |  | 1.4862 |  | 1.4435               | 
|December 2007 |  | 1.4759 |  | 1.4344               | 
|January 2008  |  | 1.4877 |  | 1.4574               | 
|February 2008 |  | 1.5187 |  | 1.4495               | 
|March 2008    |  | 1.5805 |  | 1.5195               | 

The Euro Noon Buying Rate on December 31, 2007 was 1.00 = USD 1.4603

B-Capitalization and Indebtedness

Not applicable.

C - Reasons for the Offer and Use of Proceeds

Not applicable.

D - Risk Factors

The information required by this Item is incorporated by reference herein from the AXA Group 2007 AnnualReport, Part IV, Section 4.1 pages 166 to 175 and Part II, Section 2.2 pages 39 to 43.

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Item 4. Information on the Company

The information required by this Item is incorporated by reference herein from the AXA Group 2007 AnnualReport, Part II, Section 2.2 pages 9 to 43. Please note that the following non-GAAP measures presented in thetables on pages 18 and 22 of the AXA Group 2007 Annual Report are not incorporated by reference into thisForm 20-F: "Annual Premium Equivalent", "New Business Value", "Underlying Earnings" and "AdjustedEarnings".

Please see Note 14.3 in AXA Groups consolidated financial statements incorporated by reference herein fromAXA Group 2007 Annual Report, part V (pages 198 to 375) related to reconciliation of Property & Casualtyinsurance claims and claim adjustment expenses for each of the years in the three years ended December 31,2007.

In addition, please see the tables below which summarize certain key financial data for the last three years. Allfinancial data is prepared on an IFRS basis.

**Consolidated Gross Revenues and Net Income**

|                                   |  |                        |  |      |  |                  |  | (inEuro million, except percentages) | 
|---------------------------------- |  | ---------------------- |  | ---- |  | ---------------- |  | ------------------------------------ | 
|                                   |  | Years endedDecember31, | 
|                                   |  | 2007                   |  | 2006 |  | 2005             | 
|                                   |  |                        |  |      |  | Restated (2) (3) |  | Published                            | 
|Consolidated gross revenues        |  |                        |  |      |  |                  |  |                                      | 
| Life & Savings                   |  | 59,845                 |  | 64%  |  | 49,952           |  | 50,479                               | 
| Property & Casualty              |  | 25,016                 |  | 27%  |  | 19,510           |  | 19,793                               | 
| International Insurance          |  | 3,568                  |  | 4%   |  | 3,716            |  | 3,716                                | 
| Asset management                 |  | 4,863                  |  | 5%   |  | 4,406            |  | 4,406                                | 
| Banking                          |  | 339                    |  | 0%   |  | 377              |  | 381                                  | 
| Holdings and other companies     |  | 2                      |  | 0%   |  | 4                |  | -                                    | 
|CONSOLIDATED GROSS REVENUES        |  | 93,633                 |  | 100% |  | 77,966           |  | 78,775                               | 
|NET INCOME                         |  |                        |  |      |  |                  |  |                                      | 
| Life & Savings                   |  | 2,899                  |  | 49%  |  | 2,957            |  | 2,957                                | 
| Property & Casualty              |  | 2,218                  |  | 37%  |  | 1,977            |  | 1,977                                | 
| International Insurance          |  | 243                    |  | 4%   |  | 244              |  | 244                                  | 
| Asset management                 |  | 588                    |  | 10%  |  | 610              |  | 610                                  | 
| Banking                          |  | 6                      |  | 0%   |  | 10               |  | 43                                   | 
|NET INCOME FROM OPERATING SEGMENTS |  | 5,953                  |  | 100% |  | 5,798            |  | 5,831                                | 
| Holdings and other companies     |  | (287)                  |  |      |  | (712)            |  | (745)                                | 
|NET INCOME                         |  | 5,666                  |  |      |  | 5,085            |  | 5,085                                | 

(1)AsdescribedinNote1.10andNote1.11.2of"PartV-ConsolidatedFinancialStatements"incorporatedbyreferencefromtheAXAGroup2007AnnualReport,(i)following clarification of IFRIC agenda committee following IASB decision, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity with impact on net income, and (ii) the restatement of The Netherlands' activities as discontinued businesses with impact on revenues.

(2)Restatedinfullyear2006meanstherestatementofTheNetherlands'activitiesasdiscontinuedbusiness.

(3)SPEsandCDOsincludedin"Holdingsandothercompanies".PreviouslydisclosedintheOtherFinancialServicessegmentwhichwasrenamed"Banking".

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Other Financial Data

|                                        |  |  |  | 2007 |  |        |  | 2006 |  |        |  | 2005Restated (a) (b) |  | 2005Published | 
|--------------------------------------- |  |  |  | ---- |  | ------ |  | ---- |  | ------ |  | -------------------- |  | ------------- | 
|For the years ended December 31,        |  |  |  |      |  |        |  |      |  |        |  |                      |  |               | 
|Net income per ordinary share (in Euro) |  |  |  |      |  |        |  |      |  |        |  |                      |  |               | 
|Basic                                   |  |  |  |      |  | 2.77   |  |      |  | 2.61   |  | 2.25                 |  | 2.22          | 
|Diluted                                 |  |  |  |      |  | 2.75   |  |      |  | 2.56   |  | 2.22                 |  | 2.19          | 
|At December 31,                         |  |  |  |      |  |        |  |      |  |        |  |                      |  |               | 
|Shareholders' equity (in Euro million)  |  |  |  |      |  | 45,642 |  |      |  | 47,226 |  | 36,525               |  | 33,847        | 
|Average share price (in Euro)           |  |  |  |      |  | 30.9   |  |      |  | 28.1   |  |                      |  | 21.6          | 
|Share price as at December 31 (in Euro) |  |  |  |      |  | 27.4   |  |      |  | 30.7   |  |                      |  | 27.3          | 

(a)AsdescribedinNote1.11.2of"PartV-ConsolidatedFinancialStatements"incorporatedbyreferencefromtheAXAGroup2007AnnualReport,followingclarification of the IFRIC agenda committee following IASB decision, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity with impact on net income and shareholders' equity.

(b)ThesharecapitalincreasewithpreferentialsubscriptionrightslaunchedbyAXAonJune14,2006tofinancepartoftheacquisitionofWinterthurresultedintheissueof208,265,897 new shares at a price of 19.80 compared to a market price of 24.47. According to IAS 33, share issues carried out at a price below-market may give rise to an adjustment to the average number of shares during the period and in each period presented. As a consequence, the loss of value suffered by existing shares represents the value of the existing shareholders theoretical subscription right, and the issue can be regarded as a bonus issue in the amount of the total value of the subscription rights. An adjustment factor (1.019456) equal to the pre- transaction share price divided by the theoretical post-transaction value of the shares is applied to the weighted average number of shares outstanding.





Item 4A. Unresolved Staff Comments

None



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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 therelated 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 InternationalAccounting Standards Board (IASB). Such financial statements also comply with IFRS as adopted by the European Union beforethe balance sheet date, as described in Note 1 to the consolidated financial statements included in Item 18 of this Annual Reporton Form 20-F.

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

Overview

The Operating and Financial Review and Prospects item provides certain information on markets for the current year and adiscussion and analysis of AXAs operating performance for the years ended December 31, 2007, 2006 and 2005 as reportedunder IFRS as follows:

 The information on the market conditions applicable to the year ended December 31, 2007, with a focus mainly on thefinancial 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 acquisitionsand disposals, and capital operations that occurred during the year, as well as any important events subsequent to December31, 2007.

 An overview of critical accounting policies, setting out the accounting policies that require the use of significantassumptions and estimates in the preparation of the consolidated financial statements.



The "consolidated operating results" section is based on IFRS financial statements and is composed of two main parts:

(i) Consolidated revenues for the year ended December 31, 2007 compared to the year ended December 31, 2006, for theGroup and by operating segment, and the same for the year ended December 31, 2006 compared to the year endedDecember 31, 2005; and

(ii) Consolidated results for the year ended December 31, 2007 compared to the year ended December 31, 2006, for the Groupand by operating segment and the same for the year ended December 31, 2006 compared to the year

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ended December 31, 2005.

In addition, specific commentaries and analyses are provided for each operating segment, i.e. Life & Savings,Property & Casualty, International Insurance, Asset Management and Banking, as well as the Holdings and OtherCompanies segment. In addition, for each insurance operating segment, investment results are provided.

Additional information is provided in the "Liquidity and Capital Resources" section, describing AXAs operating sources anduses of funds, solvency margin requirements, supplementary information on contractual obligations and specific informationrelating to off-balance sheet arrangements, and consolidated cash flows for the year ended December 31, 2007 compared to theyear ended December 31, 2006.

Insurance and Asset Management Markets

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part II, Section 2.3 "Insurance and AssetManagement Markets" pages 44 to 47.

Market conditions in 2007

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part II, Section 2.3 "Market conditions in 2007" page48.

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

|For operations denominated in:                             |  | U.S.$ |  | British Pound |  | Japanese yen | 
|---------------------------------------------------------- |  | ----- |  | ------------- |  | ------------ | 
|Gross revenues growth in original currency (2007 vs. 2006) |  | 14.9% |  | 9.3%          |  | 12.8%        | 
|Foreign exchange impact                                    |  | -9.5% |  | -0.4%         |  | -10.9%       | 
|Gross revenues growth in Euro (2007 vs. 2006)              |  | 5.4%  |  | 8.8%          |  | 1.9%         | 

In addition, AXA provides on a regular basis certain period-to-period comparisons calculated on a comparable basis to eliminatethe effects of (i) changes in foreign exchange rates (constant exchange rate basis), (ii) changes in AXAs scope of consolidationresulting 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 theconsolidated financial statements, included in Item 18 of this Annual Report on Form 20-F.

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December 31, 2007 Operating highlights

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part II, Section 2.3 "Operating Highlights" pages 49to 53.

Events subsequent to December 31, 2007

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part II, section 2.3 "Events subsequent to December31, 2007" page 54.

Critical accounting policies

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

The Group no longer provides reconciliation of its 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 Preparedin Accordance with International Financial Reporting Standards without Reconciliation to U.S. GAAP, and the relatedamendments 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 degree ofjudgment that affects amounts reported in AXAs consolidated financial statements. Management applies judgment for complextransactions that may require estimates about matters that are inherently uncertain. These estimates may be based on historicalexperience and on various other assumptions that are believed to be reasonable under the circumstances. Consequently, actualexperience or current estimates could differ significantly from the previous estimates due to changes in assumptions and financialmarket or, economic or other conditions. Such differences would be reflected in the financial statements (when appropriate) andcould impact AXAs financial results and conditions. These estimates and related judgments are common in the insurance andfinancial services industries.

The accounting policies deemed critical to AXAs operational results of operations and financial position, in terms of materialityand the degree of judgment and estimation involved, are summarized below. The statements below contain forward-lookingstatements 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.

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

The Groups approach for the determination of entities to be included in the scope of consolidation is based on an analysis of theconcept of control. The concept of control is used as the basis for consolidation of all entities, including consolidation of SpecialPurpose Vehicles (SPVs), also referred to as Special Purpose Entities (SPEs). Control is the power to govern the financial andoperating 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, thedetermination of the scope of consolidation involves some elements of judgment.

In particular, in the case of a SPE, 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 obtainsbenefits 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.



Under IFRS, the consolidation is based on the level of control, and 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.

Given the nature of the Group activities (no securitization of AXA's own invested assets), the current market conditions did notlead to the consolidation of off balance sheet special purpose vehicles originated by the Group.

*Goodwill*Goodwill represents the excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent liabilitiesacquired and is recorded as an asset on 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, onan annual basis. A multi-criterion analysis is used in order to determine if there are significant adverse changes (parametersinclude value of assets, future operating profits, market share). The possibility of an impairment can be derived from events orchanges in circumstances indicating that the carrying amount of goodwill may not be recoverable. Therefore, there is an elementof judgment involved in (i) evaluating when the indication of an impairment is significant enough to require a full test to beundertaken, and (ii) determining the fair value to be used to assess recoverability of the carrying value. The valuation techniquesinclude market quotations and expected discounted cash flows taking into account the current shareholder net asset value plusfuture profitability on business in-force and profitability value on future new business. The goodwill asset impairment testperformed in 2007 did not indicate a need for impairment.

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However, future tests may be based on different assumptions and market/economic conditions, which may or may not result inimpairment of this asset in future periods. In addition, changes in market, economic or other conditions may affect the value ofgoodwill. Should an impairment occur, any loss could materially reduce the value of the goodwill asset with a correspondingcharge recorded against income. An impairment of goodwill is not reversible.

*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 investedassets:

 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 referredto as the "fair value option";

 available for sale assets accounted for at fair value with changes in fair value in shareholders equity.

The Group applies the IAS39 fair value hierarchy as described below. Fair values of financial assets traded in active markets aredetermined using quoted market prices where available. A financial instrument is regarded as quoted in an active market if quotedprices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agencyand those prices represent actual and regularly occurring market transactions on an arms length basis.

The fair values of financial instruments that are not traded in an active market are estimated:

 using external and independent pricing services such as brokers or arranging banks, for example in the case of CDOs, or

 determined using valuation techniques.

Valuation techniques are subjective in nature and significant judgment is involved in establishing fair values for financial assets.They involve various assumptions regarding the underlying price, yield curve, correlations, volatility, default rates and otherfactors. Unlisted equity securities are based on cross checks using different methodologies such as discounted cash flowstechniques, price earning ratios multiples, adjusted net asset values, taking into account recent transactions on similar assets if any.The use of valuation techniques and assumptions could produce different estimates of fair value. However, valuations aredetermined using generally accepted models (e.g. discounted cash flows, Black & Scholes, etc.) based on quoted market prices forsimilar instruments or underlyings (index, credit spread, etc.) whenever such directly observable data are available and valuationsare adjusted for liquidity and credit risk.

Among invested financial assets measured at fair value in the financial statements excluding derivatives, investment fundsconsolidated by equity method and contracts where the financial risk is borne by policyholders (374 billion as at December 31,2007, 379 billion as at December 31, 2006, 300 billion as at December 31, 2005):

- 307 billion were determined directly by reference to an active market(1) (320 billion at the end of 2006 and 263 billion atthe end of 2005), and

- 67 billion were measured on the basis of valuation techniques(2) (59 billion at the end of 2006 and 37 billion at the end of2005).



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(1) Fair values determined directly by reference to an active market relate to prices which are readily and regularly available froman exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularlyoccurring market transactions on an arms length basis, i.e. the market is still active.

(2) Fair values estimated using valuation techniques include:

  values provided at the request of the Group by pricing services and which are not readily publicly available or valuesprovided 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 internal models including assumptions supported by observable data or mark-to-modelvaluations.

The amount of assets measured at fair value using in whole or in part a valuation technique based on assumptions that are notsupported by prices from current market transactions and not based on available observable market data is less than 1.5% of theGroups financial invested assets excluding assets backing contracts where the financial risk is borne by policyholders as atDecember 31, 2007. When running this analysis, external valuations are considered as observable data determined by marketparticipants. See also Item 11, Quantitative and Qualitative Disclosures about Market Risk.

An impairment loss is recognized if, based on specific facts and circumstances, it is probable that the Group will not be able torecover 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 offinancial assets is impaired. The assessment is based on a security-by-security evaluation and will depend on, but will not belimited to:

 the length of time or the extent to which an unrealized loss position exists,

 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 economicconditions improve.

For equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below itscost is considered in determining whether the securities are impaired. That is the case for equity securities with unrealized lossesfor 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  measured as the difference between theacquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in the incomestatement  is removed from shareholders equity and recognized in the income statement. Impairment losses recognized in theincome 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 atthe individual level with a subsequent collective assessment for groups of assets with similar risks. If the test based on future cashflows discounted using the effective interest rate at acquisition date indicates that there is objective evidence that the cost may notbe recovered, the debt security needs to be impaired. In this case, the charge recorded in the income statement is calculated basedon the current market value, representing the difference between the market value and the recorded value of the instrument (lessany impairment loss on that asset previously recognized). Under IFRS, the impairment charge for debt securities is reversible infuture periods. If the identified risk is eliminated or improves, the valuation allowance may be reversed with the amount of thereversal recognized in the income statement.

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Impairment measurement of loans is based on the present value of expected future cash flows, discounted at the loans effectiveinterest rate, on the loans observable market price or the fair value of the collateral if the loan is collateral-dependent.

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 operatingresults under IFRS.

Investment risk factorsThe fair values of investments are subject to market risks, such as interest rate, equity price, foreign currency exchange risks, andcredit risk.

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

The table below presents the exposure of investments sensitive to either fair value or cash flow interest rate risks, with theindication of whether the potential changes in the interest rate curves would impact the shareholders equity or the net income ofthe Group, before the effects of hedges in place.

|                                                                           |  |                                 |  |                               |  |                   |  | (in Euro million)       | 
|-------------------------------------------------------------------------- |  | ------------------------------- |  | ----------------------------- |  | ----------------- |  | ----------------------- | 
|                                                                           |  | December 31, 2007               | 
|                                                                           |  | Net carrying amount by maturity | 
|                                                                           |  | 12 months or less               |  | More than 1 yearup to 5 years |  | More than 5 years |  | Total net carryingvalue | 
|Fixed maturities available for sale                                        |  | 13,160                          |  | 56,197                        |  | 163,514           |  | 232,871                 | 
|Fixed maturities at fair value through profit and loss(a)                  |  | 17,739                          |  | 8,883                         |  | 22,698            |  | 49,320                  | 
|Sub-total fixed maturities                                                 |  | 30,899                          |  | 65,080                        |  | 186,212           |  | 282,191                 | 
|Loans at amortized cost                                                    |  | 2,920                           |  | 5,459                         |  | 12,712            |  | 21,091                  | 
|Loans available for sale                                                   |  | 46                              |  | 5                             |  | 913               |  | 963                     | 
|Loans at fair value through profit and loss (a)                            |  | 5                               |  | 39                            |  | (4)               |  | 40                      | 
|Sub-total Loans                                                            |  | 2,971                           |  | 5,502                         |  | 13,621            |  | 22,094                  | 
|TOTAL - Invested financial assets exposed to fair value interest rate risk |  | 33,870                          |  | 70,583                        |  | 199,833           |  | 304,286                 | 
|Fixed maturities available for sale                                        |  | 430                             |  | 2,783                         |  | 10,069            |  | 13,282                  | 
|Fixed maturities at fair value through profit and loss(a)                  |  | 380                             |  | 5,332                         |  | 2,060             |  | 7,772                   | 
|Sub-total fixed maturities                                                 |  | 810                             |  | 8,115                         |  | 12,129            |  | 21,054                  | 
|Loans at amortized cost                                                    |  | 422                             |  | 341                           |  | 1,251             |  | 2,015                   | 
|Loans available for sale                                                   |  | 3                               |  | 2                             |  | -                 |  | 5                       | 
|Loans designated at fair value through profit and loss(a)                  |  | -                               |  | 17                            |  | 59                |  | 77                      | 
|Sub-total loans                                                            |  | 425                             |  | 360                           |  | 1,311             |  | 2,096                   | 
|TOTAL - Invested financial assets exposed to cash flow interest rate risk  |  | 1,235                           |  | 8,475                         |  | 13,440            |  | 23,150                  | 
|Total invested financial assets exposed to interest rate risk              |  | 35,105                          |  | 79,057                        |  | 213,273           |  | 327,436                 | 

(a) Corresponds to financial assets held for trading purposes and financial assets recognized at fair value through profit and loss.

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In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18 of thisAnnual 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 availableto shareholders now and in the future. "European Embedded Value" (EEV) is a refinement of this methodology based onPrinciples issued by the CFO Forum of European insurers, which AXA adopted during 2005. AXA publishes EEV only for itsLife & Savings business.

In addition to Life & Savings EEV, AXA calculates a "Group EV" which adds to the Life & Savings EEV the Tangible Net AssetValue for other-than-life businesses.

The Group EV is not an estimate of AXA's "fair value", regardless of how one might define "fair value". It does not include thevalue of business to be sold in the future, nor does it include any value for future profits from existing business for other-than-lifebusinesses i.e. Property & Casualty, International Insurance, Asset Management and Banking. However, the Life & Savings EEVis a key management metric measuring the risk-adjusted value of the business and tracking its evolution over time, and the GroupEV provides a crucial link to processes that impact total Group value but cannot be seen within the Life & Savings segment, suchas 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, prepaymentoptions, relative values of alternative investments, the liquidity of the instrument and other general market conditions.The following table shows the Groups fixed maturities by type of issuer:

|                                                                            |  |                   |  |                   |  | (in Euro million) | 
|--------------------------------------------------------------------------- |  | ----------------- |  | ----------------- |  | ----------------- | 
|                                                                            |  | December 31, 2007 |  | December 31, 2006 |  | December 31, 2005 | 
|                                                                            |  | Carrying value    |  | Carrying value    |  | Carrying value    | 
|Government fixed maturities                                                 |  | 128,583           |  | 130,947           |  | 112,139           | 
|Fixed maturities issued by local authorities                                |  | 6,182             |  | 6,493             |  | 2,319             | 
|Fixed maturities issued by government agencies and state-owned companies(a) |  | 20,392            |  | 23,083            |  | 10,713            | 
|Corporate fixed maturities                                                  |  | 132,800           |  | 123,971           |  | 102,236           | 
|Fixed maturities guaranteed by a mortgage                                   |  | 9,629             |  | 11,329            |  | 7,779             | 
|Fixed maturities issued by other issuers(b)                                 |  | 5,661             |  | 2,434             |  | 5,829             | 
|Hedging derivatives and other derivatives                                   |  | 569               |  | (274)             |  | 36                | 
|FIXED MATURITIES                                                            |  | 303,814           |  | 297,984           |  | 241,052           | 

(a) Means that the state has a blocking minority interest.

(b) Includes fixed maturity investment funds.

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Equity Price RiskThe carrying values of investments subject to equity price risk are, in almost all instances, based on quoted market prices as of thebalance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of aninvestment 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 comparableinvestments and general market conditions.

The tables below present the exposure of the Group to equity price risk and whether the potential fluctuations would impact theshareholders equity or the net income of the Group. Furthermore, amounts realized in the sale of a particular security may beaffected by the relative quantity of the security being sold.

|                                                 |  |         |  |          |  |        |  |                |  |            |  |               |  |             |  | (in Euro million) | 
|------------------------------------------------ |  | ------- |  | -------- |  | ------ |  | -------------- |  | ---------- |  | ------------- |  | ----------- |  | ----------------- | 
|December 31, 2007                                |  | Finance |  | Services |  | Energy |  | Communications |  | Industrial |  | Consumergoods |  | Rawmaterial |  | Technology        | 
|Equities available for sale                      |  | 12,819  |  | 2,765    |  | 5,056  |  | 1,808          |  | 4,663      |  | 2,910         |  | 1,885       |  | 1,819             | 
|Equities at fair value through profit and loss   |  | 2,739   |  | 2,243    |  | 388    |  | 730            |  | 1,503      |  | 1,314         |  | 1,074       |  | 324               | 
|Sub-total : Equities held directly               |  | 15,558  |  | 5,008    |  | 5,443  |  | 2,538          |  | 6,165      |  | 4,224         |  | 2,959       |  | 2,144             | 
|Equities held by controlled investment funds (a) |  | 5,519   |  | 433      |  | 218    |  | 139            |  | 396        |  | 51            |  | 168         |  | 82                | 
|Total Equities as at December 31, 2007           |  | 21,077  |  | 5,440    |  | 5,662  |  | 2,677          |  | 6,561      |  | 4,275         |  | 3,127       |  | 2,226             | 

(a) Recognized at fair value through profit and loss.



|                                                 |  |         |  |          |  |        |  |                |  |            |  |               |  |             |  |            |  | (in Euro million) | 
|------------------------------------------------ |  | ------- |  | -------- |  | ------ |  | -------------- |  | ---------- |  | ------------- |  | ----------- |  | ---------- |  | ----------------- | 
|December 31, 2006                                |  | Finance |  | Services |  | Energy |  | Communications |  | Industrial |  | Consumergoods |  | Rawmaterial |  | Technology |  | Other             | 
|Equities available for sale                      |  | 16,040  |  | 4,020    |  | 3,942  |  | 1,447          |  | 4,355      |  | 2,911         |  | 1,971       |  | 1,860      |  | 1,960             | 
|Equities at fair value through profit and loss   |  | 4,224   |  | 2,735    |  | 282    |  | 854            |  | 1,642      |  | 1,544         |  | 876         |  | 300        |  | 751               | 
|Sub-total : Equities held directly               |  | 20,264  |  | 6,755    |  | 4,224  |  | 2,300          |  | 5,997      |  | 4,455         |  | 2,847       |  | 2,160      |  | 2,711             | 
|Equities held by controlled investment funds (a) |  | 2,324   |  | 385      |  | 347    |  | 97             |  | 858        |  | 653           |  | 393         |  | 513        |  | 3,894             | 
|Total Equities as at December 31, 2006           |  | 22,588  |  | 7,140    |  | 4,571  |  | 2,398          |  | 6,856      |  | 5,108         |  | 3,240       |  | 2,672      |  | 6,605             | 

(a) Recognized at fair value through profit and loss.



|                                                 |  |         |  |          |  |        |  |                |  |            |  |               |  |             |  |            |  | (inEuro million) | 
|------------------------------------------------ |  | ------- |  | -------- |  | ------ |  | -------------- |  | ---------- |  | ------------- |  | ----------- |  | ---------- |  | ---------------- | 
|December 31, 2005                                |  | Finance |  | Services |  | Energy |  | Communications |  | Industrial |  | Consumergoods |  | Rawmaterial |  | Technology |  | Other            | 
|Equities available for sale                      |  | 10,034  |  | 3,055    |  | 3,214  |  | 1,117          |  | 3,853      |  | 1,892         |  | 1,553       |  | 1,316      |  | 2,394            | 
|Equities at fair value through profit and loss   |  | 3,383   |  | 3,530    |  | 144    |  | 51             |  | 511        |  | 460           |  | 606         |  | 226        |  | 1,986            | 
|Sub-total : Equities held directly               |  | 13,417  |  | 6,585    |  | 3,359  |  | 1,168          |  | 4,364      |  | 2,352         |  | 2,159       |  | 1,542      |  | 4,380            | 
|Equities held by controlled investment funds (a) |  | 3,871   |  | 691      |  | 352    |  | 181            |  | 376        |  | 53            |  | 399         |  | 315        |  | 2,126            | 
|Total Equities as at December 31, 2005           |  | 17,288  |  | 7,276    |  | 3,710  |  | 1,349          |  | 4,740      |  | 2,405         |  | 2,559       |  | 1,857      |  | 6,506            | 

(a) Recognized at fair value through profit and loss.



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

Foreign Currency Exchange RiskAXAs market risks associated with changes in foreign currency exchange rates affecting invested assets held by the Group areconcentrated in a limited number of portfolios of fixed maturities and equity securities denominated in foreign currency. Most ofthem back policyholders liabilities denominated in the same foreign currency. Those for which this is not the case may becovered by foreign currency hedges.

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

Credit RiskCounterparty 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 wherethe 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, 2007, the breakdown of the Groups fixed maturity portfolio (303.2 billion) by credit rating category was asfollows:

**2) Asset Backed Securities by underlying type of asset (excluding Collateralized Mortgage Obligations (CMOs)).**At December 31, 2007, the total amount of ABS (excluding CMOs) was 16.2 billion and the economic breakdown was asfollows:

(a) Mainly consumer loan ABS plus some leases and operating ABS assets.

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**3) Breakdown of the ABS portfolio by rating.******The analysis by rating of the ABS portfolio was as follows and shows that 70% were AAA and AA.

**4) Receivables from reinsurers resulting from reinsurance ceded by AXA.**The Groups top 50 reinsurers accounted for 78% of reinsurers share of insurance and investment contract liabilities in 2007.The breakdown of all reserves ceded to reinsurers by reinsurer rating at December 31, 2007 (11.3 billion) is as follows, takinginto account only the ratings of these top 50 reinsurers.

AXAs exposure to market risk is reduced by its broad range of operations and geographical positions. Furthermore, a largeportion of AXAs Life & Savings operations involves unit-linked or related products, in which most of the financial risk is bornedirectly by policyholders (approximately 31% of total investments from insurance activities).

*Derivative Instruments*AXA enters into derivative transactions primarily to reduce the exposure to market risk and in conjunction with asset/liabilitymanagement. The fair value of exchange traded derivative contracts is based on independent market quotations, whereas the fairvalue of non-exchange traded derivative contracts is based on either widely accepted pricing valuation models which useindependent 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, cashflow hedge, net investment hedge, or standalone derivatives at fair value.

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

*Liabilities arising from insurance and investment contracts***Life Reserves**

Life Reserves arising from insurance and investment contracts are the largest liability in AXAs consolidated financial statements(71% of total liabilities excluding shareholders equity at December 31, 2007), representing the amounts payable underpolicyholders contracts. The Group issues contracts that transfer insurance risk or financial risk or both. Under IFRS, insurancecontracts are those contracts that contain significant insurance risk. Such contracts may also transfer financial risk from thepolicyholders 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 accordance with IFRS 4, insurance and investmentcontracts with a discretionary participating feature are accounted for under previous accounting policies provided certainconditions 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 (27% of total liabilities excludingshareholders equity at December 31, 2007). The core liabilities linked to these contracts are estimated on the basis of the fairvalue of assets held to back these policies and policyholders carry financial risk in full, except when a GMIB (GuaranteedMinimum Income Benefit) or GMDB (Guaranteed Minimum Death Benefit) feature is attached to these contracts.

A significant risk of GMDB and GMIB features to AXA is that protracted under-performance of the financial markets could resultin benefits being higher than accumulated contract-holder account balances. Reserves are established for these features on thebasis of actuarial assumptions related to projected benefits and related contract charges. The determination of this estimatedliability is based on models which involve numerous estimates and subjective judgments, including those regarding expected ratesof return and volatility, contract surrender rates, mortality experience, and, for GMIB, election rates. There can be no assurancethat ultimate experience will match managements estimates.

In addition to providing for risk through establishing reserves, AXA also manages risk through a combination of reinsuranceprograms and active financial risk management programs including investment in exchange-traded futures contracts and otherinstruments.

Guaranteed annuity purchase rates provide contract-holders with a guarantee that, at a future date, the amount accumulated withintheir contract will be able to purchase a lifetime annuity at currently defined rates. The risk to AXA in these features is either thatlongevity will improve significantly so that contract-holders electing to exercise this benefit will live longer than assumed in theguaranteed purchase rates, or that investment returns during the payout period will be lower than assumed in the guaranteedpurchase rates. Reserves are established for these features on the basis of

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actuarial assumptions related to projected benefits and related contract charges.The determination of this estimated liability is based on models which involve numerous estimates andsubjective judgments, including those regarding expected rates of return and volatility, contract surrender rate, mortality, andbenefit election rates. There can be no assurance that ultimate experience will not differ from managements estimates. In additionto providing for risk through establishing reserves, AXA also manages these risks through asset-liability management programsincluding 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 ofthe products. The principal assumptions used in pricing these policies and in the establishment of liabilities for future policybenefits are mortality, morbidity, expenses, policy lapse and surrender rates, investment returns, interest crediting rates topolicyholders and inflation. Differences between the actual experience and assumptions used in pricing the policies and in theestablishment 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 usedwhen establishing the reserve for life-contingent contract benefits. Discount rate assumptions are determined at the time the policyis issued based upon prevailing technical rates used in pricing for most contracts (see below in section "Discount rates  Life andNon life reserves"a table presenting the average discount rates used). Mortality, 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 formof 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 lossof 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 certaincontracts that provide guaranteed rates. On the other hand, a prolonged period of low yields would have an impact on thepricing 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 samecurrencies, or partially hedged.

   Inflation is a risk (more specifically in the Property & Casualty business), since it increases the compensation payable topolicyholders, with the effect that, if it is not adequately taken into consideration, actual claims payments may exceed thereserves 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. Inaddition to participation irrevocably recognized in accordance with contractual and statutory obligation, this liability notablyincludes the share of realized gains and losses arising from financial securities designated as available for sale category whichwould be attributed to policyholders to the extent they participate in such gains and losses on the basis of contractual or statutoryobligations when realized.

The costs of acquiring new and renewal business that vary with and are primarily related to the production of new business relatedto insurance and investment contracts with a discretionary participating feature under IFRS (based on previous accountingprinciples) are specifically identified and deferred by establishing an asset, referred to as deferred

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policy acquisition costs ("DAC").The extent to which acquisition costs are deferred is a significant factor in that business reported profitability in anygiven period. In addition, and in respect of in-force business related to insurance and investment contracts with a discretionaryparticipating feature acquired in a business combination, the present value of future profits attributable to that business is recordedat acquisition date, and is named Value of Purchased Life Business in Force ("VBI"). In principle, the value of relatedpolicyholders liabilities at the date of acquisition net of VBI represents the estimated fair value of such business on such date asdefined by market practice under previous accounting policies still in use under IFRS 4. The amount of VBI calculated willdepend on assumptions used to estimate the future profitability of the contracts acquired including the discount rate used. Inrespect of amortization of DAC and VBI on insurance and investment contracts with a discretionary participating feature underIFRS, the amortization may be affected by changes in estimated gross profits or margins principally related to fees, investmentreturn, mortality and expense margins, lapse rates, and anticipated surrender charges. Should revisions to estimated gross profitsor 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 recognizedrepresenting the contractual right to benefit from providing investment management services under certain conditions: limited toincremental 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).

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

Non-life reservesAXAs liabilities also include non-life reserves (9% of total liabilities excluding shareholders equity at December 31, 2007). TheProperty & Casualty claims reserves are determined on a basis to cover the total cost of settling an insurance claim. With theexception of disability annuities and workers compensation liabilities that are deemed structured settlements, the claims reservesare not discounted. The claims reserves include the claims incurred and reported in the accounting period, claims Incurred But NotReported ("IBNR") in the accounting period along with reserves not enough reported ("IBNER"  Incurred But Not EnoughReported) and costs associated with the claims settlement management. The claims reserving is based upon estimates of theexpected losses for all lines of business: reported reserves are measured file by file by the claims department, additional reservesfor IBNR and IBNER are assessed through various statistical and actuarial methods. The full process takes into considerationappropriate judgment on the anticipated level of inflation, regulatory risks and the trends in cost and frequency of claims, actualagainst estimated claims experience, other known trends and development, and local regulatory requirements. Calculations areinitially carried out locally by the technical departments in charge and are then reviewed by local risk management teams. Inaddition to the reviews performed at entity level or, eventually, by the local supervisory authorities, Group Risk Management hasan annual review program to ensure the validity and coherence of the models used in the Group in accordance with actuarialprinciples and accounting rules in force.

AXA is required by applicable insurance laws and regulations and generally accepted accounting principles to establish reservesfor 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.

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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 beensettled and are generally based on undiscounted estimates of the future claims payments that will be made in respect of thereported 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 areestablished on an undiscounted basis, to recognize the estimated cost of losses that have occurred but have not yet beennotified to AXA. These reserves, like the reserves for reported claims and claims expenses, are established to recognize theestimated costs, including the expenses associated with claims settlement, necessary to bring claims to final settlement.

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

The initial estimation of the original gross claims reserve is based on information available at the time the reserve was originallyestablished. 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 actualexperience, (ii) changes arising from the occurrence of claims late in the financial year for which limited information may beavailable 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 toactual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) for anaccident 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 thebusiness or claims type (coverage type, large or normal claims, prior or recent accident year). In order to obtain a single set ofhomogeneous claims, after statistical analysis and market considerations, several assumptions are selected through discussionswith claims managers, pricing actuaries and underwriters.

The assumptions used depend on economic, social and environmental factors as well as legislative and political features which arekey 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 otherfactors depending on product features, local regulation and other factors) to obtain homogenous sets of claims and ensure properreserves analysis. As part of this process, actuaries will restate data where needed to ensure that estimates are in line withunderlying risks.

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

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

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

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

More recent periods suffer from a lack of information (very small amount of claims paid or even incurred) and accordinglydevelopment 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. Suchreserves are valued following the way individual cases are assessed depending on the nature of the cases and their evolution. Theimpact of lump-sum payments against annuities is taken into account including the way both are reported for financial statementpurposes: 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 actuarialexpertise and methods.

*ANNUITIES*Some workers compensation and casualty coverage create annuities for individuals as a settlement. Many of the annuitycalculations are mandated by public authorities in terms of technical assumptions and, in any event, depend on the relevantmarket.In particular, the assumptions include technical discount rates and mandatory mortality tables that should be applied, and, in manycases, have to be adjusted based on other parameters such as indemnity schemes for professional, physical, moral factors, andthird-party assistance.

*THIRD-PARTY LIABILITY*These policies are usually subject to substantial loss development over time as facts and circumstances change in the yearsfollowing the policy issuance. This line of business requires projection of various trends including future claims, inflation, andjudicial interpretations. Moreover, depending on practices in local markets, policies are not underwritten

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on the same occurrence basis (e.g., on claim made or accident year basis). In those cases, actuaries will ensure that estimatesare 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 AXAsubsidiaries historical statistical experience but also based on market figures, trends and benchmarks.

*CONSTRUCTION*As a result of multi-year exposure, reserves for construction insurance are subject, in various countries, to statutory requirementsincluding specific reserves for claims that are not yet incurred and additional reporting. Actuarial techniques combining regulartriangle 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 locallybased on local cost allocation analysis and standard methods. Actuaries check on a regular basis if such methods andcorresponding assumptions are appropriate.

Reserve estimationsAs mentioned above, actuaries analyze the main underwritten risks by distribution network and other factors to obtainhomogenous 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 degreeof 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 thatsegments take into account a homogeneous average cost of losses. All methods require that atypical large losses are excluded fromsegments 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 catastropheexperts if needed).

Reserve estimations are performed on a local basis and the assumptions are set according to the local environment in accordancewith 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 theindustry, 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 4% (minus 4%) ofthe opening claims reserves (excluding the International Insurance segment).

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Management believes that for the same scope of business and within a consistent framework for reserves review organization andprocess, 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sunderwriting policy or strategy).

In line with the decentralized organization of the AXA Group, the local chief reserving actuary of each operating insurancecompany is responsible for the assessment and setting of the claims reserves. An internal review is performed by AXAs RiskManagement organization. In addition, AXA Liabilities Managers is responsible for the management and assessment of majorrun-off reserves. After discussing with claims managers, pricing actuaries, underwriters and local management, severalassumptions 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 Grouprecords 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 theperiods presented. During these periods, there have been no significant changes to key assumptions resulting in any variation inreserve estimates which materially impacted the income statement, except as discussed in the Operating and Financial Review andProspects.

The Property & Casualty loss ratio reported for full year 2007 by the Group, as a result of the reserve setting process describedabove, 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 balancesheet date. When actual experience differs from the original estimation with respect to the variables discussed above, includingdevelopments in claims, judicial trends and inflation, the Group re-estimates the corresponding loss ratio. A change of 1% in theloss ratio (under the assumption that all other factors are stable) would impact the technical result of the Group (through reserveadjustments accounted for in future periods) as follows:

|Property & Casualty |  | Loss ratio for FY 2007 |  | Impact on technical charges of changing the loss ratio (in Euro million)
|------------------- |  | ---------------------- |  | ------------------------------------------------------------------------
|                    |  | in %                   |  | 1%                                                                      
|Motor               |  | 74.5                   |  | (100)                                                                   
|Property            |  | 68.5                   |  | (63)                                                                    
|Liability           |  | 60.1                   |  | (22)                                                                    
|Health              |  | 73.9                   |  | (21)                                                                    
|Other               |  | 62.9                   |  | (41)                                                                    
|Total               |  | 69.7                   |  | (248)                                                                   

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

Non life intangible assets related to the future businessIn a business combination, non-life insurance contracts may give rise to the recognition of customer intangible assets relating tothe 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 aset of assumptions, including the expected combined ratios as estimated at the date of acquisition.

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Discount rates  Life and Non life reservesAs shown in the table below, as at December 31, 2007, 90% of Life & Savings reserves (excluding unit-linked contracts) arediscounted, of which 13% are subject to a revision of the discount rate, and 77% retain the rate set at inception, subject to theliability adequacy test described in Note 1 to the consolidated financial statements included in Item 18 of this Annual Report onForm 20-F.

By convention, contracts with zero guaranteed rates are deemed undiscounted, except for products offering guaranteed ratesupdated 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 financialstatements at closing mainly consist of certain U.K. With-Profit contracts and reserves for guarantees (Guaranteed MinimumDeath Benefits, etc.).

In Property & Casualty business, most reserves (94% as at December 31, 2007) are not discounted, with the exception ofdisability annuities and workers compensation liabilities that are deemed structured settlements and where the discount rate isrevised regularly. Such reserves are not sensitive to interest rate risks in the financial statements.

The rates presented in the table below are weighted average rates for all the portfolios under consideration. For contracts withguaranteed rates that are revised annually, rates are crystallized at the closing date.

|                                             |  |                       |  |                                   |  |                       |  |                            |  | (in Euro million) 
|-------------------------------------------- |  | --------------------- |  | --------------------------------- |  | --------------------- |  | -------------------------- |  | ------------------
|                                             |  | **December 31, 2007** |  | **December 31, 2006 Restated(b)** |  | **December 31, 2005**
|                                             |  | **Carryingvalue**     |  | **Average discountrate %**        |  | **Carrying value**    |  | **Average discountrate %** |  | **Carrying value**
|Life & Savings  locked-in discount rate (a) |  | 225,765               |  | 2.82%                             |  | 235,220               |  | 3.00%                      |  | 193,557           
|Life & Savings  unlocked discount rate(b)   |  | 39,094                |  | 3.19%                             |  | 43,438                |  | 3.31%                      |  | 30,615            
|Life & Savings  undiscounted reserves       |  | 29,406                |  |                                   |  | 20,459                |  |                            |  | 7,976             
|Sub-total Life & Savings                     |  | 294,264               |  |                                   |  | 299,117               |  |                            |  | 232,148           
|Non Life  locked-in discount rate (a)       |  | 2,090                 |  | 4.25%                             |  | 2,172                 |  | 4.16%                      |  | 2,082             
|Non Life  unlocked discount rate            |  | 1,490                 |  | 2.64%                             |  | 753                   |  | 2.13%                      |  | 844               
|Non Life  undiscounted reserves (b)         |  | 54,438                |  |                                   |  | 55,046                |  |                            |  | 44,942            
|Sub-total  Non Life                         |  | 58,018                |  |                                   |  | 57,971                |  |                            |  | 47,868            
|Total insurance and investment contracts     |  | 352,283               |  |                                   |  | 357,088               |  |                            |  | 280,017           

(a) Subject to liability adequacy tests.Amounts are presented excluding the impact of derivatives on insurance and investment contracts (presented in Note 19.4 of the consolidated financial statements included in Item 18 of this Annual Report) and excluding liabilities related to unearned revenues and fees, and to policyholders participations. Liabilities relating to contracts where the financial risk is borne by policyholders are also excluded.

(b) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group has adjusted certain items impacting the allocation of Winterthur purchase price.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18 of thisAnnual Report on Form 20-F, quantitative sensitivities of the Group "Embedded Value" (as defined previously in the investmentrisk 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 fromone year to another, depending on the occurrence or declaration of related claims under this coverage. However, the Groupsconsolidated financial position and results of operations are not significantly dependent on the changes in the net result ofreinsurance ceded as such changes are offset by corresponding changes in gross technical charges.

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In 2007 and 2006, 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 18of this Annual Report on Form 20-F.

Since the 1980s, non-proportional reinsurance has been replacing traditional proportional reinsurance. The main consequence ofthis long-term market trend to more coverage of peak and catastrophe risks has been an overall reduction of premiums ceded toreinsurers, 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 ofits ceded risks in parallel to the work done by reinsurers. As a result of these analyses, since 2002, the Group has been able toretain additional levels of risk through an internal Group reinsurance pool (which would have been otherwise ceded to externalreinsurers). Due to the mutualisation of risk through the internal reinsurance pool, the Group has been able to reduce the overallrisks ceded to external reinsurers and purchase on the reinsurance market a cover that is more effective than the incrementaladdition of local reinsurance covers through individual subsidiaries. The level of catastrophe cover purchased by the Group (andparticularly the main one covering European windstorms) is adjusted every year according to the change in exposure of the Group.

Perpetual debtSubordinated Perpetual debts and any related interest charges are classified in shareholders equity or liabilities under IFRSdepending 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 afinancial 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 theissuer.

The IAS Board confirmed in 2006 that such a contractual obligation could be established explicitly or indirectly, but it must beestablished through the terms and conditions of the instrument. Thus, by itself, economic compulsion would not result in afinancial instrument being classified as a liability under IAS 32. The Board also stressed that IAS 32 requires an assessment of thesubstance of the contractual arrangement. It does not, however, require or permit factors not within the contractual arrangement tobe taken into consideration in classifying a financial instrument. Given the complexity of certain instruments, there is an elementof judgement when classifying such debts.

Employee benefitsAXA provides defined benefit pension plans in various forms covering eligible employees across its operations. There are severalassumptions that impact the actuarial calculation of pension plan obligations (the projected benefit obligation) and, therefore, thenet periodic pension cost reflected in the financial statements. The net periodic pension cost is the aggregation of thecompensation cost or service component of benefits promised, interest cost resulting from deferred payment of those benefits, andinvestment returns from assets dedicated to fund those benefits. Each cost component is based on best estimates of long-termactuarial and investment return assumptions. The assumptions used may differ from actual result due to changing financial marketand economic conditions, changes to terms and conditions of the plans, and longevity of participants. Actuarial gains and lossesarising are recognized in retained earnings under IFRS as a component of the SORIE (Statement Of Recognized Income andExpense).

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Income taxDeferred income tax assets and liabilities result from temporary differences between accounting and tax values of assets andliabilities and from net operating tax loss carry forwards, if any. Net deferred tax assets on the balance sheet are recognized onlyto the extent that it is probable that future taxable profit will be available. AXA evaluates all evidence available to management inorder to determine if a deferred tax asset is recognized.

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Consolidated operating results

*Consolidated gross revenues*

|                                                                                   |  |         |  |                     |  |                  |  |                    |  | (in Euro million) | 
|---------------------------------------------------------------------------------- |  | ------- |  | ------------------- |  | ---------------- |  | ------------------ |  | ----------------- | 
|Consolidated gross revenues (a)                                                    |  | FY 2007 |  | FY 2006Restated (b) |  | FY 2006Published |  | FY 2005estated (b) |  | FY 2005 Published | 
|Life & Savings                                                                     |  | 59,845  |  | 49,952              |  | 50,479           |  | 44,585             |  | 45,116            | 
|of which Gross written premiums                                                    |  | 57,773  |  | 48,268              |  | 48,786           |  | 42,972             |  | 43,496            | 
|of which Fees and revenues from investment contracts with no participating feature |  | 740     |  | 608                 |  | 608              |  | 509                |  | 509               | 
|Property & Casualty                                                                |  | 25,016  |  | 19,510              |  | 19,793           |  | 18,600             |  | 18,874            | 
|International Insurance                                                            |  | 3,568   |  | 3,716               |  | 3,716            |  | 3,813              |  | 3,813             | 
|Asset Management                                                                   |  | 4,863   |  | 4,406               |  | 4,406            |  | 3,440              |  | 3,440             | 
|Banking (c)                                                                        |  | 339     |  | 377                 |  | 377              |  | 424                |  | 424               | 
|Holdings and other companies(d)                                                    |  | 2       |  | 4                   |  | 4                |  | 4                  |  | 4                 | 
|TOTAL                                                                              |  | 93,633  |  | 77,966              |  | 78,775           |  | 70,865             |  | 71,671            | 

(a) After elimination of intercompany transactions.

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

(c) 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 320 million and 93,617 million for the period of December 31, 2007.

(d) Includes notably CDOs and real estate companies.

The following commentary on segment contribution to AXAs consolidated gross revenues is based on financial data, as detailedin Note 3 "Segmental Information" to the consolidated financial statements included in Item 18 of this Annual Report on Form20-F.

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

On a comparable basis means that the data for the current year period were restated using the prevailing foreign currencyexchange rates for the same period of prior year (constant exchange ratebasis). It also means that data in one of the two periodsbeing compared were restated for the results of acquisitions, disposals and business transfers (constant structuralbasis) and forchanges in accounting principles (constant methodologicalbasis). In particular, comparable basis for revenues in this documentmeans including Winterthur and net of intercompany transactions in both periods.

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

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

United Statesgross 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 Wholesalechannel Variable Annuity sales up 27%.

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

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

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

Japangross revenues increased by 2% to 5,116 million on a reported basis. On a comparable basis, and excluding group pensiontransfers (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 conversionsfollowing a one time 1Q07 program which upgraded selected old Medical Whole Life policies to more recent productgenerations (+78 million), and the move from lower margin Term products to more profitable medical products (+68million). 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% (+127million) to 1,631 million with higher revenues from the launch of the Accumulator type products (+540 million) andstrong sales of other variable annuity products (+55 million) being partially offset by (i) -316 million lower SPArevenues (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 activelypromoted as part of Bancassurances transition to higher margin variable annuity products.



United Kingdomgross revenues increased by 336 million (+8%) to 4,628 million on a reported basis, of which 73 millionwas due to the inclusion of Thinc Group (formerly Thinc Destini, a financial intermediary business). On a comparable basis,including Winterthur in both periods and excluding Thinc Group 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 businessand Offshore cash sales.

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

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Germanygross 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 resultingfrom reduced share in medical councils as well as high single premium business in 2006. The decline was partly offset byInvestment & Savings both unit linked (especially "Twinstar" products) and non unit-linked premiums ("WinCash" product) aswell as continuous growth in Health.

Switzerlandgross 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 premiumsrelated 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 74million (+190%) to 108 million whereas traditional business decreased by 52 million (-8%) to 585 million.



Belgiumgross revenues increased by 563 million (+22%) to 3,075 million on a reported basis. On a comparable basis, grossrevenues 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 andthe 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 Region(The scope of the Mediterranean Region includes Italy (AXA alone), Spain (Winterthur + AXA),Portugal, Greece (Alpha Insurance, consolidated as of 01/01/2007), Turkey and Morocco. For volume indicators the comparablebasis reflects this scope, for both 2006 and 2007).Gross revenues increased by 30% on a reported basis to 1,924 million. On a comparable basis (including Winterthur in Spain andAlpha Insurance in Greece for both periods), revenues were down 5% (-87 million) mainly due to (i) a non recurring singlepremium in Spain, related to the outsourcing of pension funds, in 2006 (-116 million), (ii) a lower amount of activity withinstitutional 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 commercialattractiveness of these products, and due to a switch of new business towards a more profitable business. These were partiallyoffset by the higher sales of individual unit-linked products  -  mainly driven by the new Accumulator product launched midMarch in Spain and early June in Italy, increasing by +151 million.

Australia / New Zealandgross 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 milliondue 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 theimpact of a shift from old to new style superannuation products that offset the growth in individual Life & Savings. As areminder, new superannuation products are now predominantly sold through the Summit and Generations platforms and arethus accounted for on a fee basis  -  in contrast to old style superannuation products that were treated as insurancecontracts.

Hong Konggross revenues were up 216 million (+21%) to 1,257 million on a reported basis. This included 110 million fromMLC and 236 million from Winterthur. On a comparable basis - excluding the impact of MLC but including Winterthur in bothperiods and at constant exchange rates - gross revenues were up 4% reflecting the

31

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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.

Property & CasualtyProperty & Casualtygross 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).

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 Region up 8%, following new product launches in 2006 and2007 (mainly "Protezione al volante" in Italy and "Dynamic 2" in Spain) and new segmented tariffs notably in Turkey, (ii) theUnited 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 contextof softening markets.

Non-Motor revenues increased by 5% mainly driven by (i) the United Kingdom & Ireland (+9%) as a result of strong performancein both Health and Travel businesses, (ii) Mediterranean 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%) andMotor (+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 strategicdecision, 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 InsuranceInternational Insurancerevenues were down 4%, or up 7% on a comparable basis, to 3,568 million net of intercompanytransactions (or 3,703 million before elimination of intercompany transactions) attributable to both AXA Corporate SolutionsAssurance and AXA Assistance.

AXA Corporate Solutions Assurancerevenues increased by 116 million (or +7%) to 1,805 million driven by portfoliodevelopments in Marine, Property, Motor and Construction.

AXA Assistancerevenues increased by 13% on both reported and comparable bases to 699 million mainly due to Home Servebusiness in the United Kingdom (+27 million), increased premiums in Travel business in Germany (+15 million) and a goodcommercial performance in France.

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Asset managementAsset Managementrevenues increased by 10% or +17% on a comparable basis to 4,863 million net of intercompanytransactions (or 5,283 million before elimination of intercompany transactions) driven by higher average Assets underManagement (+21% on a comparable basis), partly offset by lower performance fees at AllianceBernstein, especially on hedgefunds.

AllianceBernsteinrevenues 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 assetsunder management (+21%), partly offset by lower performance fees (-66%), especially on hedge funds. Other revenues (mainlydistribution 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 billionacross 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 Managersrevenues increased by 20% or 21% on a comparable basis to 1,732 million mainly due to higheraverage assets under management. The favorable client and product mix evolution was offset by a slight decrease in performancefees.

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

BankingRevenueswere down 10% or -4% on a comparable basis to 339 million (or 374 million before elimination of intercompanytransactions), mainly attributable to AXA Bank Belgium (-15% on a comparable basis to 216 million) in the context of anunfavorable yield curve and higher refinancing costs following higher short term interest rates.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Consolidated gross revenues for the year ended December 31, 2006 were 77,966 million, an increase of 10% compared to theyear ended December 31, 2005. On a constant exchange rate basis, i.e. excluding notably the impact of the appreciation of theEuro against other currencies mainly from the Japanese Yen and U.S. dollar), gross consolidated revenues were up 9%.

Life & SavingsLife & Savings gross revenues were up 12% to 49,952 million after elimination of intercompany transactions (or 49,959 millionbefore elimination of intercompany transactions), driven by all significant countries except Belgium and Mediterranean Region.

Francegross revenues increased by 1,565 million to 14,802 million before elimination of intercompany transactions. Net ofintercompany transactions, gross revenues increased by 1,569 million to 14,797 million mainly due to investment & savingspremiums which increased by 1,331 million (+12%) to 10,238 million. Individual unit-linked

33

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premiums were up 606 million (+28%) to 2,771 million following successful commercial campaigns.Group retirement increased by 598 million (+62%) to1,562 million, mainly due to new business inflows, while individual non unit-linked investments and savings were up 2% to5,905 million.

United Statesgross revenues increased by 10% to 15,390 million (before elimination of intercompany transactions) on a currentexchange rate basis, or 13% on a comparable basis (excluding Advest revenues), primarily driven by increases in First YearVariable Annuity premiums (up 24%) and First Year life premiums (up 13%) partially offset by a planned 68% decrease in FixedAnnuities. Other revenues were up 20% on a comparable basis due primarily to higher asset management fees.

Japangross revenues increased by 6%, or 11% on a constant exchange rate basis, to 5,027 million. Excluding (i) group pensiontransfers (314 million versus 22 million last year) and (ii) the conversion program started in January 2003 towards Life (41million versus 98 million last year) and Health (73 million versus 165 million last year), premiums increased by 9% on aconstant exchange rate basis driven by:

 Investment & Savings (31% of gross revenues excluding group pension transfers): revenues increased by 3%, or 8% on aconstant exchange rate basis (+109 million), to 1,435 million due mainly to 391 million higher sales of SPA (singlepremium U.S. dollar-denominated index-linked annuity product) and 83 million sales of the newly launched Accumulatorproduct (single premium U.S. dollar-denominated variable annuity product), partially offset by a reduction in FixedAnnuity contribution (352 million) as part of the planned transition towards variable type products.

 Life (46% of gross revenues excluding conversions): revenues increased by 6%, or 11% on a constant exchange rate basis(+222 million) to 2,144 million driven by (i) strong sales of Increasing Term products (+163 million), (ii) the LTPA(Long-Term Personal Accident) regular premium product (+73 million) which benefited from a favorable salesenvironment up until April 2006, and (iii) stronger Term Rider revenue (+81 million) coming predominantly from sales ofthe regular premium Term Rider 98 product. This was partially offset by lower Endowment, Whole Life and Variable Liferegular premiums (81 million) and lower Group Life revenue (15 million) as a result of lower in force (these productsare not actively promoted for new business).

 Health (23% of gross revenues excluding conversions): revenues increased by 1%, or 6% on a constant exchange rate basis(+63 million), to 1,039 million driven by good retention and strong sales in the last quarter.



United Kingdomgross revenues increased by 1,896 million on a current exchange rate basis or 1,882 million on a constantexchange rate basis to 4,292 million.

 Investment & Savings (84% of gross revenues) increased by 117% to 3,626 million as:

   Insurance Premium (71% of gross revenues) increased by 152% to 3,081 million due to the beneficial impact of thereclassification of a bond product from an investment to an insurance contract following the launch of a new insurancefeature, and growth in the single premium pensions business following simplification of pensions legislation.

   Margins on investment products (13% of gross revenues) increased by 21% to 545 million reflecting highermanagement fees following net new money growth and investment growth.

 Life Insurance Premium (16% of gross revenues) decreased by 9% to 666 million primarily due to lower volumes ofcreditor insurance single premium business.



Germanygross revenues increased by 3% to 3,681 million mainly due to higher Investment & Savings unit-linked and Healthpremiums:

 Investment & Savings (25% of gross revenues) increased by 27% to 922 million, driven by unit-linked premiums, notablystemming from the new product "TwinStar", which experienced a promising launch especially in proprietary channels. Theshare of unit-linked premiums grew significantly to 41% (compared to 24% in 2005). Non-unit linked premiums decreasedby 2% to 541 million.

34

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 Life (44% of gross revenues) decreased by 5% to 1,623 million mainly caused by a shift from endowment business toinvestments and savings products and higher maturities on regular premiums compared to last year.

 Health (25% of gross revenues) increased by 3% to 929 million driven by the strong new business at the beginning of2006 (notably following the launch of a new Medical Cost Insurance product) and improved lapse rates.

 Other (6% of gross revenues) decreased by 17% to 207 million due to further reduction of the share in medical councilbusiness at the beginning of the year and lower consortium business.



Belgiumgross revenues decreased by 222 million to 2,512 million due to the exceptionally high production level of December2005 caused by the introduction of a new tax on premium in 2006 and by the end of the distribution agreement with "La Poste" onFebruary 28, 2005.

 Individual Life and Savings revenues (84% of revenues) decreased by 10% to 2,122 million. The decrease was driven bythe fall in both non unit-linked contracts (8% to 1,567 million) and unit-linked contracts (26% to 290 million), partlyoffset by the growth in Traditional life (+4% to 264 million). Excluding "La Poste", Individual Life and Savings revenuesdecreased by 7%.

 Group Life and Savings revenues (16% of revenues) increased by 1% to 390 million. Regular premiums were stable at343 million and single premiums grew by 5% to 47 million.

Mediterranean Regiongross revenues decreased by 5% to 1,476 million. Investments and savings revenues decreased by 4% to1,302 million, mainly due to the lower amount of traditional contracts from institutional activity, as well as a lower unit-linkedproduction through partnerships with banks, partially offset by the launch of new products. Life premiums decreased by 13% to174 million, mainly as a result of the termination in May 2005 of an important bank-insurance agreement in Traditional Life.

Australia/New Zealandgross revenues were up 2% to 1,254 million on a comparable basis.

 Gross written premiums including fees from investment contracts without discretionary participating features were down3% to 981 million. Group superannuation premiums decreased as there has been a continued trend away from traditionalinvestment and savings products towards mutual funds business. This was partially offset by higher individual life sales.

 Revenues from mutual fund and advice businesses increased by 28% to 273 million on a comparable basis reflecting thegrowth in funds under management particularly in mezzanine funds, and improved investment market conditions.

Hong Konggross revenues were up 25% to 1,041 million. On a comparable basis (at constant exchange rate and excluding thecontribution from MLC Hong Kong in the second half of 2006, since AXA APH completed its acquisition of MLC Hong Kong onMay 8, 2006), gross revenues increased by 15%, benefiting from (i) the increase in Individual Life regular premiums, notably dueto strong sales from agency brokers and AXA advisers, and (ii) strong growth in single premium unit-linked products.

Property & CasualtyProperty & Casualtygross revenues were up 5% to 19,510 million net of intercompany eliminations (or 19,600 beforeelimination of intercompany transactions), mainly driven by the United Kingdom & Ireland (+7% to 4,721 million), France(+4% to 5,187 million), Mediterranean Region (+6% to 3,822 million) and Japan (+20% to 158 million).

Personal lines(62% of P&C premiums) were up 5% on a comparable basis, stemming from both Motor (+4%) and Non-Motor(+5%).

35

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Motor revenues grew 4%, mainly driven by Mediterranean Region up 9%, recording strong net inflows of 319,100 policiesfollowing the launch of new products, United Kingdom & Ireland up 16%, due to updated pricing strategies and new businessgrowth, Germany up 4%, with net inflows of 157,000 policies, and France up 1% due to positive net inflows (+58,000 newcontracts). Japan (+20%) also contributed to motor revenue growth while in Canada, motor revenues were down 10% mainlyimpacted by the 18 to 24 months policies sold in 2005 leading to less renewals in 2006.

Non-motor revenues increased by 5% mainly driven by new products launched in U.K. household, positive net inflows inhousehold and ongoing price increased in France, the introduction of natural catastrophe guarantees in Belgium, and growth in alllines in Mediterranean Region.

Commercial lines(37% of P&C premiums) recorded a +4% growth on a comparable basis.

Motor revenues were up 3% on a comparable basis, mainly as positive evolution in France (+3%, overall positive inflows),Mediterranean Region (+3%, growth of the existing fleets and the signature of new contracts), Belgium (+4%, as a result ofportfolio and tariff increases), and the United Kingdom & Ireland (+2%).

Non-motor revenues were up 4% on a comparable basis, mainly driven with France up 6% driven by Construction and Liability,the United Kingdom including Ireland up 5%, driven by Property and Belgium up 7%, with positive growth in most lines ofbusiness. Germany was down 2%, experiencing increased competition in Industrial Property, and Mediterranean Region wasdown 2% following non renewals of some low profitability contracts.

International InsuranceInternational Insurance revenues were down 2% or up 7% on a comparable basis to 3,716 million net of intercompanytransactions, (or 3,811 million before elimination of intercompany transactions) attributable to both AXA Corporate SolutionsAssurance and AXA Assistance.

AXA Corporate Solutions Assurancerevenues were up 5%, or 7% on a comparable basis, to 1,689 million, driven by portfoliodevelopment in Property and Construction. Such development was achieved through selective new business activity focused onrisk managed accounts in targeted industry sectors and despite softening market conditions.

AXA Assistancerevenues were up 13%, or 11% on a comparable basis, to 621 million net of intercompany transactionsreflecting increased business with car manufacturers (France), positive new inflows on travel insurance (mainly in Germany) andhome service providing (France, United Kingdom) as well as the gain of some major contracts in the U.S.

Other International activitiesrevenues (including the transfer of reinsurance activities formerly led by AXA RE to "OtherInternational") were down 15% to 1,351 million net of intercompany transactions, mainly attributable to AXA RE (16% to1,217 million) also due to a decrease in (i) current year gross attritional written premiums, and (ii) gross Major Lossesreinstatement premiums all years, mainly related to 2005 Major Losses (especially Katrina, Rita and Wilma hurricanes).

Asset managementAsset management revenues increased by 28% or 29% on a comparable basis to 4,406 million net of intercompany transactions(or 4,781 million before elimination of intercompany transactions), driven by higher average AUM (+18.5% or 17% excludingFramlington) and strong net inflows (+17 billion to 73 billion).

36

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AllianceBernsteinrevenues were up 20% or 25% on a comparable basis to 2,961 million net of intercompany transactions dueto higher investment advisory fees driven by 18% higher average AUM, as a result of net new business inflows and strong marketappreciation, and higher performance fees. AUM increased by 54 billion to 544 billion driven by 38 billion net inflows acrossall client categories and 72 billion favorable market impact, partly offset by 57 billion unfavorable exchange rate impact.

AXA Investment Managersrevenues, including those earned from AXA insurance companies eliminated in consolidation,increased by 484 million, or +40% to 1,679 million. Excluding fees retroceded to distributors, AXA Framlington impact (13million in 2005 and 126 million in 2006) and exchange rate variation (2 million), net revenues grew by 30% on a comparablebasis, driven by higher average AUM (+16% on a comparable basis), a positive client and product mix evolution, and higherperformance fees. AUM increased by 53 billion to 485 billion mainly driven by 35 billion positive net inflows, mainly fromthird-party institutional and retail clients, and 20 billion favorable market impact, partly offset by 4 billion foreign exchangerate impact.



BankingRevenues were down 11% to 377 million net of intercompany transactions, mainly attributable to AXA Bank Belgium (13% to293 million, net of intercompany eliminations), as a result of the decrease of (i) realized capital gains, and (ii) mark-to-marketmainly due to derivatives (natural hedge on investment portfolio and credit spread portfolio) partly offset by an increase in loansand the money market and (iii) net interest and fee income.

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*Consolidated net income*

The tables below present AXAs consolidated operating results and contribution to AXAs consolidated net income by segmentfor the periods indicated.

|                                                                                  |  |           |  |             |  |           |  |              |  | (In Euro million) | 
|--------------------------------------------------------------------------------- |  | --------- |  | ----------- |  | --------- |  | ------------ |  | ----------------- | 
|                                                                                  |  | FY 2007   |  | FY 2006     |  | FY 2006   |  | FY 2005      |  | FY 2005           | 
|                                                                                  |  |           |  | Restated(a) |  | Published |  | Restated (b) |  | Published         | 
|Gross written premiums                                                            |  | 86,116    |  | 71,299      |  | 72,099    |  | 65,196       |  | 65,995            | 
|Fees and charges relating to investment contracts with no participating features  |  | 740       |  | 608         |  | 608       |  | 509          |  | 509               | 
|Revenues from insurance activities                                                |  | 86,857    |  | 71,907      |  | 72,707    |  | 65,705       |  | 66,504            | 
|Net revenues from banking activities                                              |  | 336       |  | 376         |  | 376       |  | 428          |  | 428               | 
|Revenues from other activities                                                    |  | 6,441     |  | 5,684       |  | 5,693     |  | 4,731        |  | 4,739             | 
|Total revenues                                                                    |  | 93,633    |  | 77,966      |  | 78,775    |  | 70,865       |  | 71,671            | 
|Change in unearned premiums net of unearned revenues and fees                     |  | (612)     |  | (452)       |  | (476)     |  | (472)        |  | (484)             | 
|Net investment income (c)                                                         |  | 17,470    |  | 14,184      |  | 14,461    |  | 13,681       |  | 13,951            | 
|Net realized investment gains and losses (d)                                      |  | 5,264     |  | 4,225       |  | 4,260     |  | 3,506        |  | 3,557             | 
|Change in fair value of financial instruments at fair value through profit & loss |  | 4,084     |  | 14,338      |  | 14,550    |  | 15,715       |  | 16,008            | 
|Change in financial instruments impairment (e)                                    |  | (927)     |  | (192)       |  | (194)     |  | (208)        |  | (210)             | 
|Net investment result excluding financing expenses                                |  | 25,891    |  | 32,555      |  | 33,077    |  | 32,693       |  | 33,306            | 
|Technical charges relating to insurance activities (f)                            |  | (89,590)  |  | (83,877)    |  | (84,836)  |  | (80,614)     |  | (81,791)          | 
|Net result from outward reinsurance                                               |  | (1,047)   |  | (1,450)     |  | (1,455)   |  | (125)        |  | (141)             | 
|Bank operating expenses                                                           |  | (57)      |  | (78)        |  | (78)      |  | (61)         |  | (61)              | 
|Acquisition costs (g)                                                             |  | (8,705)   |  | (7,108)     |  | (7,191)   |  | (6,453)      |  | (6,537)           | 
|Amortization of the value of purchased business in force                          |  | (357)     |  | (274)       |  | (282)     |  | (557)        |  | (558)             | 
|Administrative expenses                                                           |  | (10,462)  |  | (8,705)     |  | (8,788)   |  | (8,501)      |  | (8,596)           | 
|Change in tangible assets impairment                                              |  | 2         |  | 18          |  | 18        |  | (3)          |  | (3)               | 
|Change in goodwill impairment and other intangible assets impairment (h)          |  | (148)     |  | (12)        |  | (12)      |  | (70)         |  | (70)              | 
|Other income and expenses(i)                                                      |  | (397)     |  | (518)       |  | (511)     |  | (78)         |  | (81)              | 
|Other operating income and expenses                                               |  | (110,760) |  | (102,004)   |  | (103,135) |  | (96,462)     |  | (97,839)          | 
|Income from operating activities before tax                                       |  | 8,152     |  | 8,066       |  | 8,241     |  | 6,623        |  | 6,653             | 
|Income arising from investments in associates - Equity method                     |  | 13        |  | 34          |  | 34        |  | 20           |  | 21                | 
|Financing debts expenses(j)                                                       |  | (471)     |  | (473)       |  | (474)     |  | (480)        |  | (602)             | 
|Operating income before tax                                                       |  | 7,695     |  | 7,626       |  | 7,801     |  | 6,163        |  | 6,072             | 
|Income tax                                                                        |  | (1,783)   |  | (1,991)     |  | (2,043)   |  | (1,454)      |  | (1,411)           | 
|Net operating result                                                              |  | 5,911     |  | 5,635       |  | 5,758     |  | 4,709        |  | 4,661             | 
|Result from discontinued operations net of tax                                    |  | 480       |  | 123         |  | -         |  | 97           |  | -                 | 
|Net consolidated income                                                           |  | 6,391     |  | 5,758       |  | 5,758     |  | 4,806        |  | 4,661             | 
|Split between :                                                                   |  |           |  |             |  |           |  |              |  |                   | 
|Net income Group share                                                            |  | 5,666     |  | 5,085       |  | 5,085     |  | 4,318        |  | 4,173             | 
|Minority interests share in net consolidated income                               |  | 725       |  | 673         |  | 673       |  | 488          |  | 488               | 

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

(b) In 2005, Restated means: (i) the restatement of the Netherlands' activities as discontinued operations, (ii) following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity, and (iii) in line with the new accounting rule FRS 27, the reclassification in the United Kingdom of some With-Profit technical reserves to allow for all future terminal bonuses payable to With-Profit policyholders within the allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings.

(c) Net of investment management costs.

(d) Includes impairment releases on invested assets sold.

(e) Excludes impairment releases on invested assets sold.

(f) Includes changes in liabilities arising from insurance contracts and investment contracts (with or without participating features) where the financial risk is borne by policyholders for an amount of 7,476 million as a balancing entry to the change in fair value of financial instruments at fair value through profit and loss ( 15,158 million in 2006 and 13,589 million in 2005).

(g) Includes acquisition costs and change in deferred acquisition costs relating to insurance contracts and investment contracts with discretionary participating features as well as change in net rights to future management fees relating to investment contracts with no discretionary participating features.

(h) Includes change in goodwill impairment, negative goodwill, as well as amortization and impairment of intangible assets created during business combinations.

(i) Notably includes financial charges in relation to other debt instruments issued and bank overdrafts.

(j) Includes net balance of income and expenses related to derivatives on financing debt (however excludes change in fair value of these derivatives).

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Net Income

|                             |  |                               |  |           |  |                   |  |               |  | (in Euro million)    | 
|---------------------------- |  | ----------------------------- |  | --------- |  | ----------------- |  | ------------- |  | -------------------- | 
|                             |  | Years ended December 31, 2005 | 
|                             |  | 2007                          |  | 2006      |  | 2005 Restated (a) |  | 2005Published |  | Variation2007 / 2006 | 
|Life & Savings               |  | 2,899                         |  | 2,957     |  | 2,404             |  | 2,404         |  | (58)                 | 
|Property & Casualty          |  | 2,218                         |  | 1,977     |  | 1,737             |  | 1,737         |  | 241                  | 
|International Insurance      |  | 243                           |  | 244       |  | 184               |  | 184           |  | (1)                  | 
|**TOTAL Insurance**          |  | **5,360**                     |  | **5,178** |  | **4,326**         |  | **4,326**     |  | **182**              | 
|Asset Management             |  | 588                           |  | 610       |  | 411               |  | 411           |  | (22)                 | 
|Banking                      |  | 6                             |  | 10        |  | 60                |  | 60            |  | (4)                  | 
|Holdings and other companies |  | (287)                         |  | (712)     |  | (478)             |  | (623)         |  | 425                  | 
|TOTAL                        |  | 5,666                         |  | 5,085     |  | 4,318             |  | 4,173         |  | 581                  | 

(a) Restated means: following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity.

Analysis of investment resultThe following table summarizes the net investment results for the periods indicated.

|                                                                                                     |  |                      |  |                                         |  |                                                                                  |  |                                          |  |                                                 |  |                   |  |         |  |                  |  |                   |  |       |  |                   |  |                   |  | (in Euro million) | 
|---------------------------------------------------------------------------------------------------- |  | -------------------- |  | --------------------------------------- |  | -------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ----------------------------------------------- |  | ----------------- |  | ------- |  | ---------------- |  | ----------------- |  | ----- |  | ----------------- |  | ----------------- |  | ----------------- | 
|                                                                                                     |  | Net investmentincome |  | Net realized investment gains andlosses |  | Changein fair value offinancial instruments at fair valuethrough profit and loss |  | Changein financial instrumentsimpairment |  | Net investment resultexcludingfinancingexpenses | 
|(Years ended December 31)                                                                            |  | 2007                 |  | 2006 Restated (a)                       |  | 2005 Restated (b)                                                                |  | 2007                                     |  | 2006 Restated(a)                                |  | 2005 Restated (b) |  | 2007    |  | 2006 Restated(a) |  | 2005 Restated (b) |  | 2007  |  | 2006 Restated (a) |  | 2005 Restated (b) |  | 2007              | 
|Investment properties                                                                                |  | 787                  |  | 789                                     |  | 796                                                                              |  | 1,160                                    |  | 698                                             |  | 282               |  | (541)   |  | 384              |  | 375               |  | (38)  |  | 38                |  | (20)              |  | 1,369             | 
|Fixed maturities                                                                                     |  | 12,678               |  | 10,558                                  |  | 10,113                                                                           |  | (245)                                    |  | 127                                             |  | 854               |  | (1,483) |  | (1,331)          |  | 202               |  | (390) |  | (78)              |  | (23)              |  | 10,560            | 
|Equities                                                                                             |  | 2,028                |  | 1,534                                   |  | 1,420                                                                            |  | 5,056                                    |  | 3,269                                           |  | 2,584             |  | (1,914) |  | 1,031            |  | 1,493             |  | (463) |  | (143)             |  | (134)             |  | 4,708             | 
|Non controlled investment funds                                                                      |  | 311                  |  | 274                                     |  | 194                                                                              |  | 174                                      |  | 258                                             |  | 185               |  | 13      |  | (13)             |  | 48                |  | (38)  |  | (5)               |  | (10)              |  | 460               | 
|Other assets held by consolidated investment funds designated as at fair value through profit & loss |  | 206                  |  | 208                                     |  | 141                                                                              |  | 20                                       |  | (7)                                             |  | (1)               |  | 66      |  | 16               |  | 93                |  | -     |  | -                 |  | -                 |  | 292               | 
|Loans                                                                                                |  | 1,252                |  | 885                                     |  | 915                                                                              |  | 12                                       |  | (2)                                             |  | (115)             |  | 47      |  | (166)            |  | 63                |  | 1     |  | (2)               |  | (19)              |  | 1,312             | 
|Assets backing contracts where the financial risk is borne by policyholders                          |  | 801                  |  | 527                                     |  | 590                                                                              |  | -                                        |  | -                                               |  | -                 |  | 7,476   |  | 15,158           |  | 13,589            |  | -     |  | -                 |  | -                 |  | 8,277             | 
|Hedge accounting derivatives                                                                         |  | -                    |  | -                                       |  | -                                                                                |  | -                                        |  | -                                               |  | -                 |  | (179)   |  | (460)            |  | (195)             |  | -     |  | -                 |  | -                 |  | (179)             | 
|Other derivatives                                                                                    |  | (82)                 |  | (163)                                   |  | (331)                                                                            |  | 16                                       |  | 140                                             |  | (94)              |  | 978     |  | (490)            |  | (108)             |  | -     |  | -                 |  | -                 |  | 911               | 
|Investment management expenses                                                                       |  | (914)                |  | (898)                                   |  | (577)                                                                            |  | -                                        |  | -                                               |  | -                 |  | -       |  | -                |  | -                 |  | -     |  | -                 |  | -                 |  | (914)             | 
|Other                                                                                                |  | 403                  |  | 471                                     |  | 419                                                                              |  | (930)                                    |  | (258)                                           |  | (190)             |  | (379)   |  | 208              |  | 155               |  | 1     |  | (2)               |  | (3)               |  | (905)             | 
|NET INVESTMENT RESULT                                                                                |  | 17,470               |  | 14,184                                  |  | 13,681                                                                           |  | 5,264                                    |  | 4,225                                           |  | 3,506             |  | 4,084   |  | 14,338           |  | 15,715            |  | (927) |  | (192)             |  | (208)             |  | 25,891            | 

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

(b) In 2005, Restated means: (i) the restatement of the Netherlands' activities as discontinued operations and (ii) following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (deeply subordinated notes) into shareholders' equity.

39

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Previously published information was as follows:

|                                                                                                   |  |                       |  |                                         |  |                                                                                 |  |                                           |  |                                                   |  |               |  |               |  |               |  | (in Euro million) | 
|-------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------------------------- |  | ------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------- |  | ------------- |  | ------------- |  | ------------- |  | ----------------- | 
|                                                                                                   |  | Net investment income |  | Net realized investment gainsand losses |  | Change in fair value offinancial instruments at fairvalue through profit & loss |  | Change in financialinstruments impairment |  | Net investment resultexcluding financing expenses | 
|(Years ended December 31)                                                                          |  | 2006Published         |  | 2005Published                           |  | 2006Published                                                                   |  | 2005Published                             |  | 2006Published                                     |  | 2005Published |  | 2006Published |  | 2005Published |  | 2006Published     | 
|Investment properties                                                                              |  | 789                   |  | 796                                     |  | 698                                                                             |  | 289                                       |  | 384                                               |  | 375           |  | 38            |  | (19)          |  | 1,909             | 
|Fixed maturities                                                                                   |  | 10,703                |  | 10,263                                  |  | 130                                                                             |  | 861                                       |  | (1,329)                                           |  | 202           |  | (78)          |  | (23)          |  | 9,426             | 
|Equities                                                                                           |  | 1,550                 |  | 1,436                                   |  | 3,300                                                                           |  | 2,620                                     |  | 1,031                                             |  | 1,492         |  | (145)         |  | (136)         |  | 5,736             | 
|Non controlled investment funds                                                                    |  | 274                   |  | 194                                     |  | 258                                                                             |  | 185                                       |  | (13)                                              |  | 47            |  | (5)           |  | (10)          |  | 515               | 
|Other assets held by consolidated investmentfunds designated as at fair value through profit &loss |  | 208                   |  | 141                                     |  | (7)                                                                             |  | (1)                                       |  | 16                                                |  | 93            |  | -             |  | -             |  | 217               | 
|Loans                                                                                              |  | 1,005                 |  | 1,018                                   |  | (2)                                                                             |  | (115)                                     |  | (166)                                             |  | 63            |  | (2)           |  | (19)          |  | 836               | 
|Assets backing contracts where the financial riskis borne by policyholders                         |  | 527                   |  | 590                                     |  | -                                                                               |  | -                                         |  | 15,370                                            |  | 13,978        |  | -             |  | -             |  | 15,897            | 
|Hedge accounting derivatives                                                                       |  | -                     |  | -                                       |  | -                                                                               |  | -                                         |  | (460)                                             |  | (195)         |  | -             |  | -             |  | (460)             | 
|Other derivatives                                                                                  |  | (162)                 |  | (337)                                   |  | 140                                                                             |  | (94)                                      |  | (492)                                             |  | (101)         |  | -             |  | -             |  | (514)             | 
|Investment management expenses                                                                     |  | (900)                 |  | (578)                                   |  | -                                                                               |  | -                                         |  | -                                                 |  | -             |  | -             |  | -             |  | (900)             | 
|Other                                                                                              |  | 467                   |  | 428                                     |  | (258)                                                                           |  | (188)                                     |  | 208                                               |  | 53            |  | (2)           |  | (3)           |  | 415               | 
|NET INVESTMENT RESULT                                                                              |  | 14,461                |  | 13,951                                  |  | 4,260                                                                           |  | 3,557                                     |  | 14,550                                            |  | 16,008        |  | (194)         |  | (210)         |  | 33,077            | 

EXCEPTIONAL OPERATIONS INCLUDED IN NET INCOME

2007 net incomeincluded 2 million related to exceptional operations with no significant items.

2006 net incomeincluded 189 million related to exceptional 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; and a gain in the United States Holdings (+43 million) resulting from a favorable tax settlement on the sale of DLJ in 2000.

2005 net incomeincluded 72 million from exceptional operations mainly stemming from a net realized loss in the UnitedStates Holdings (69 million) as a result of the sale of Advest.

DISCONTINUED OPERATIONS

Following the June 4, 2007 announcement of the Dutch activities sale to SNS REAAL, the Group has classified The Netherlandsas a discontinued operation, with a retroactive application. The contribution of The Netherlands in 2007 amounted to 480 million(of which 406 million gains on disposal and 74 million result up to the closing date), compared to 123 million in 2006 and 97million in 2005.

40

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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 335million on a constant exchange rate basis), with Property & Casualty and Holdings being the major contributors to thisperformance.

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 thecontribution of Winterthur in 2007 (782 million), change in fair value of financial instruments at fair value through profitand loss decreased by 11,036 million, resulting from all assets categories, including -8,433 million attributable to changesin 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 (257million), impairment charges increased by 477 million, both from fixed maturities (248 million) in the context of increasinginterest 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), netinvestment income increased by +3% (or +494 million), including +262 million stemming from assets backing contractswhere 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), realizedcapital gains increased by +25% (or +1,075 million), mainly in equities.

Other operating income and expensesamounted 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 in2006, 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 expenseamounted 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 fromthe non-recurring 2006 increases in deferred tax provisions of 167 million in the United Kingdom Life & Savings segment, aswell 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 segmentNet income was 2,899 million in 2007. Excluding Winterthur contribution (199 million), net income decreased by 9%, or by5% (-147 million) on a constant exchange rate basis, as higher incomes in the United Kingdom (+61 million) and Germany(+47 million) were more than offset by decreases in net income in Belgium (-91 million), France (-67 million), and the UnitedStates (-79 million). Overall, the decrease in Life & Savings net income resulted from lower net investment result, not fullyoffset by the growth in revenues.

41

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Property & Casualty segmentNet 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 incomeincrease resulted from higher volume of business, higher investment result driven by increased invested assets, and lower taxcharges notably in Germany and Belgium, partly offset by a deteriorated technical profitability (mainly due to major losses).

International Insurance segmentNet 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 increasein AXA Corporate Solutions Assurance.

Asset Management segmentNet 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-timeitems of 86 million, mainly dilution gains at AllianceBernstein.

Banking segmentNet income was 6 million in 2007, a 4 million decrease compared to 2006, as the 14 million increase in net income of AXABanque (France) was more than offset by a 18 million decrease at AXA Bank Belgium notably driven by higher integration costsrelated partly to early retirement pension plans.

Holdings and other companiesNet loss was -287 million in 2007. Excluding the contribution of Winterthur in 2007 (-40 million), net income was up +465million compared to 2006 (or 455 million on a constant exchange rate basis), notably driven by the 406 million gain on the saleof the Netherlands activities in 2007.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

The net income for the full year 2006 was 5,085 million, up 18% or 767 million compared to full year 2005 (or 18% and 784million on a constant exchange rate basis), with all major business lines contributing positively to this performance.

Net investment resultwas 32,555 million in 2006, down -138 million (or -0%) compared to 2005, resulting from:

(i) a 4% increase in net investment income (+503 million), notably attributable to the Life & Savings segment, mainly in Japan,reflecting higher yields and increased asset bases, and significantly related to fixed maturities, and

(ii) a 719 million increase in net realized investment gains and losses, mainly in France Life & Savings,more than offset by

(iii) 1,377 million lower change in fair value of financial instruments at fair value through profit and loss resulting from allassets categories (and despite a +1,569 million increase in change in fair value of assets backing contracts where thefinancial risk is borne by policyholders), and

(iv) a 16 million decrease in change in financial instruments impairment.

42

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Other operating income and expenseswere 102,004 million in 2006, up 5,542 million, driven by the increase in technicalcharges related to insurance activities (3,263 million increase), including:

(i) 4,331 million in the Life & Savings segment notably driven by activity growth, and

(ii) 511 million in the Property & Casualty segment, due mainly to activity growth, as combined ratios improved in 2006,partly offset by

(iii) lower technical charges of 1,525 million in the International Insurance segment, from higher major losses in 2005.

The increase in income tax expensesmainly resulted from higher pre-tax income.

The contribution to AXAs consolidated net income of each operating segmentis set out below:

Life & Savings segmentNet income improved by 23% to 2,957 million (or +24% on a constant exchange rate basis), driven by higher income in almostall countries, in particular France (+146 million), United States (+147 million, including +92 million favorable income taxsettlement), the United Kingdom (+94 million), and Belgium (+180 million mainly driven by higher realized capital gains).

Property & Casualty segmentNet income increased by 239 million (+14%) to 1,977 million (or +13% at constant exchange rates), attributable to almost allcountries, in particular Belgium (+101 million), France (+51 million), Mediterranean Region (+53 million) and Canada (+26million). Overall, these increases were driven by improved technical profitability (even if partly offset by higher expenses),combined with higher volumes of business and higher investment results driven by increased invested assets.

International Insurance segmentThe contribution of this segment to AXAs consolidated net income increased by 60 million (+59 million on a constantexchange rate basis) to 244 million, including notably the contribution of AXA RE run-off portfolio (driven by favorable claimsexperience on 2005 and prior years) and a 66 million net gain on the sale of the AXA RE business.

Asset Management segmentThe contribution of this segment to AXAs consolidated net income rose by 199 million (or 203 million on a constant exchangerate basis) to 610 million was mainly attributable to business growth and improved efficiency at both AXA Investment Managersand AllianceBernstein, but also to a net 86 million dilution gain at AllianceBernstein.

BankingThe contribution of this segment to net income in 2006 decreased by 50 million to 10 million, primarily due to lower netincome at AXA Bank Belgium due to lower fixed income capital gains, a lower interest margin and the non recurrence of the2005 reversal of a provision for risks related to loan activities in France following a favorable court decision.

Holdings and other CompaniesThe activities from the holdings and other companies resulted in a net loss of 712 million in 2006 as compared to a net loss of478 million in 2005, mainly resulting from a 404 million change in the mark to market of interest rate derivative instrumentsnot considered as hedge accounting in AXA.

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*Consolidated Shareholders Equity*

As of December 31, 2007, consolidated shareholders' equity totaled 45.6 billion. The movement in shareholders' equity sinceJanuary 1, 2005, is presented in the table below:

|                                                             |  | Shareholders' Equity(in Euro million) |  | Number of ordinary outstanding shares (in million) | 
|------------------------------------------------------------ |  | ------------------------------------- |  | -------------------------------------------------- | 
|At January 1, 2005 (a)                                       |  | 31,571                                |  | 1,908                                              | 
|Share Capital (b)                                            |  | (84)                                  |  | (37)                                               | 
|Capital in excess of nominal value (c)                       |  | (966)                                 |  | -                                                  | 
|Equity-share based compensation                              |  | 57                                    |  | -                                                  | 
|Treasury shares sold or bought in open market                |  | (272)                                 |  | -                                                  | 
|Change in equity component of compound financial instruments |  | -                                     |  | -                                                  | 
|Deeply subordinated debt (including accrued interests) (a)   |  | (231)                                 |  | -                                                  | 
|Fair value recorded in shareholders' equity                  |  | 2,418                                 |  | -                                                  | 
|Impact of currency fluctuations (a)                          |  | 1,361                                 |  | -                                                  | 
|Cash dividend                                                |  | (1,164)                               |  | -                                                  | 
|Other                                                        |  | (68)                                  |  | -                                                  | 
|Net income for the period (a)                                |  | 4,318                                 |  | -                                                  | 
|Actuarial gains and losses on pension benefits               |  | (415)                                 |  | -                                                  | 
|At December 31, 2005 (a)                                     |  | 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                                              | 

(a) Following clarification of IFRIC agenda committee following IASB decision in 2006, AXA has reclassified TSDI instruments (perpetualsubordinated debts) into 2005 shareholders' equity. Details are provided in note 13 of the Consolidated Financial Statements includedin Item 18 of this Annual Report on Form 20-F.

(b) including -88 million related to the AXA / Finaxa merger.

(c) including -852 million related to the AXA / Finaxa merger.

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**Earnings per share ("EPS")**

|                                      |  |                        |  |              |  |                   |  | (in Euro million except ordinary shares in millionand net income per share in Euro)
|------------------------------------- |  | ---------------------- |  | ------------ |  | ----------------- |  | -----------------------------------------------------------------------------------
|                                      |  | Years endedDecember 31
|                                      |  | 2007                   |  | 2006         |  | 2005 Restated (a) |  | 2005Published                                                                      
|                                      |  | Basic                  |  | Fullydiluted |  | Basic             |  | Fully diluted                                                                      
|Weighted average number of shares (b) |  | 2,042.7                |  | 2,060.8      |  | 1,947.8           |  | 2,031.7                                                                            
|Net income group share                |  | 5,666                  |  | 5,666        |  | 5,085             |  | 5,199                                                                              
|Net income (Euro per Ordinary Share)  |  | 2.77                   |  | 2.75         |  | 2.61              |  | 2.56                                                                               

(a) In 2005, following clarification of IFRIC agenda committee following IASB decision, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity.

(b) Following the capital increase related to Winterthur acquisition, the weighted average number of shares has been restated (IAS 33 par. 26) in 2006 and 2005 by using an adjustment factor (application of an adjustment factor of 1.019456).

Return On Equity ("ROE")

|                             |  |                              |  |                             |  | (in Euro million exceptvariations in basis points) | 
|---------------------------- |  | ---------------------------- |  | --------------------------- |  | -------------------------------------------------- | 
|                             |  | Year ended December 31, 2007 |  | Year endedDecember 31, 2006 |  | Year ended December 31, 2005 Restated(a)           | 
|ROE                          |  | 13.1%                        |  | 13.2%                       |  | 13.5%                                              | 
|Net income group share       |  | 5,666                        |  | 5,085                       |  | 4,318                                              | 
|Average shareholders' equity |  | 43,096                       |  | 38,644                      |  | 32,060                                             | 

(a) In 2005, following clarification of IFRIC agenda committee following IASB decision taken in 2006, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity.

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Life & Savings Segment

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

|(In Euro million)                                                                 | 
|--------------------------------------------------------------------------------- | 
|                                                                                  | 
|                                                                                  | 
|Gross written premiums                                                            | 
|Fees and charges relating to investment contracts with no participating features  | 
|Revenues from insurance activities                                                | 
|Net revenues from banking activities                                              | 
|Revenues from other activities                                                    | 
|Total revenues                                                                    | 
|Change in unearned premiums net of unearned revenues and fees                     | 
|Net investment income                                                             | 
|Net realized investment gains and losses                                          | 
|Change in fair value of financial instruments at fair value through profit & loss | 
|Change in financial instruments impairment                                        | 
|Net investment result excluding financing expenses                                | 
|Technical charges relating to insurance activities (c)                            | 
|Net result from outward reinsurance                                               | 
|Bank operating expenses                                                           | 
|Acquisition costs                                                                 | 
|Amortization of the value of purchased business in force                          | 
|Administrative expenses                                                           | 
|Change in tangible assets impairment                                              | 
|Change in goodwill impairment and other intangible assets impairment              | 
|Other income and expenses                                                         | 
|Other operating income and expenses                                               | 
|Income from operating activities before tax                                       | 
|Income arising from investments in associates - Equity method                     | 
|Financing debts expenses                                                          | 
|Operating income before tax                                                       | 
|Income tax                                                                        | 
|Net operating result                                                              | 
|Result from discontinued operations net of tax                                    | 
|Net consolidated income                                                           | 
|Split between :                                                                   | 
|Net income Group share                                                            | 
|Minority interests share in net consolidated income                               | 

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

(b) In 2005, Restated means: (i) the restatement of The Netherlands' activities as discontinued operations and (ii) in line with the new accounting rule FRS27, the reclassification in the United Kingdom of some With-Profit technical reserves to allow for all future terminal bonuses payable to With-Profit policyholders within the allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings.

(c) Includes changes in liabilities arising from insurance contracts and investment contracts (with or without participating features) where the financial risk is borne by policyholders for an amount of 7,476 million as a balancing entry to the change in fair value of financial instruments at fair value through profit and loss ( 15,158 million in 2006 and 13,589 million in 2005).

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CONSOLIDATED GROSS REVENUES

|                                                |  |             |  |                         |  |                      |  | (in Euro million)       | 
|----------------------------------------------- |  | ----------- |  | ----------------------- |  | -------------------- |  | ----------------------- | 
|                                                |  | **FY 2007** |  | **FY 2006Restated (b)** |  | **FY 2006Published** |  | **FY 2005Restated (b)** | 
|France                                          |  | 15,052      |  | 14,802                  |  | 14,802               |  | 13,237                  | 
|United States                                   |  | 16,244      |  | 15,390                  |  | 15,390               |  | 13,940                  | 
|United Kingdom                                  |  | 4,628       |  | 4,292                   |  | 4,292                |  | 2,395                   | 
|Japan                                           |  | 5,116       |  | 5,027                   |  | 5,027                |  | 4,735                   | 
|Germany                                         |  | 6,201       |  | 3,681                   |  | 3,681                |  | 3,585                   | 
|Switzerland                                     |  | 4,133       |  | 141                     |  | 141                  |  | 116                     | 
|Belgium                                         |  | 3,075       |  | 2,512                   |  | 2,512                |  | 2,734                   | 
|Mediterranean Region (c)                        |  | 1,924       |  | 1,476                   |  | 1,476                |  | 1,562                   | 
|Other countries                                 |  | 3,507       |  | 2,637                   |  | 3,164                |  | 2,290                   | 
|**TOTAL (a)**                                   |  | **59,879**  |  | **49,959**              |  | **50,485**           |  | **44,595**              | 
|Intercompany transactions                       |  | (35)        |  | (7)                     |  | (7)                  |  | (10)                    | 
|**Contribution to consolidated gross revenues** |  | **59,845**  |  | **49,952**              |  | **50,479**           |  | **44,585**              | 

(a) Before elimination of intercompany transactions.

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

(c) Mediterranean Region includes Italy, Spain, Portugal, Greece, Turkey and Morocco.

NET INCOME

|                           |  |                          |  | (in Euro million) | 
|-------------------------- |  | ------------------------ |  | ----------------- | 
|                           |  | Years ended December 31, |  | Variation         | 
|                           |  | 2007                     |  | 2006              | 
|France                     |  | 709                      |  | 776               | 
|United States              |  | 863                      |  | 1,020             | 
|United Kingdom             |  | 216                      |  | 138               | 
|Japan                      |  | 219                      |  | 256               | 
|Germany                    |  | 179                      |  | 81                | 
|Belgium                    |  | 191                      |  | 310               | 
|Switzerland                |  | 135                      |  | 7                 | 
|Mediterranean Region (a)   |  | 84                       |  | 63                | 
|Other Countries            |  | 304                      |  | 304               | 
|Contribution to net income |  | 2,899                    |  | 2,957             | 

(a) Mediterranean Region includes Italy, Spain, Portugal, Greece, Turkey and Morocco

In 2007, the Life & Savings segment accounted for 64% of AXAs consolidated gross revenues after elimination of intercompanytransactions (64% in 2006 and 63% in 2005). The Life & Savings segment was the primary contributor to AXAs 2007 (51%),2006 (58%) and 2005 (56%) consolidated net income.

47

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*Analysis of investment results*

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

|                                                                                                     |                       |  |                                         |  |                                                                               |  |                                           |  |                                                  |  |                  |  |         |  |                  |  |                  |  |       |  |                  |  |                  |  | (in Euro million)
|---------------------------------------------------------------------------------------------------- | --------------------- |  | --------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------ |  | ---------------- |  | ------- |  | ---------------- |  | ---------------- |  | ----- |  | ---------------- |  | ---------------- |  | -----------------
|                                                                                                     | Net investment income |  | Net realized investment gainsand losses |  | Change in fairvalue of financialinstruments at fairvalue throughprofit & loss |  | Change in financialinstruments impairment |  | Net investmentresult excludingfinancing expenses
|(Years ended December 31)                                                                            | 2007                  |  | 2006Restated (a)                        |  | 2005Restated (a)                                                              |  | 2007                                      |  | 2006Restated (a)                                 |  | 2005Restated (a) |  | 2007    |  | 2006Restated (a) |  | 2005Restated (a) |  | 2007  |  | 2006Restated (a) |  | 2005Restated (a) |  | 2007             
|Investment properties                                                                                | 634                   |  | 680                                     |  | 725                                                                           |  | 1,037                                     |  | 677                                              |  | 269              |  | (542)   |  | 356              |  | 359              |  | (30)  |  | 34               |  | 8                |  | 1,100            
|Fixed maturities                                                                                     | 10,669                |  | 8,958                                   |  | 8,632                                                                         |  | (151)                                     |  | 262                                              |  | 649              |  | (1,198) |  | (1,293)          |  | 169              |  | (339) |  | (73)             |  | (23)             |  | 8,981            
|Equities                                                                                             | 1,533                 |  | 1,185                                   |  | 1,111                                                                         |  | 4,146                                     |  | 2,518                                            |  | 2,088            |  | (2,011) |  | 923              |  | 1,371            |  | (278) |  | (86)             |  | (68)             |  | 3,390            
|Non controlled investment funds                                                                      | 260                   |  | 230                                     |  | 175                                                                           |  | 122                                       |  | 124                                              |  | 89               |  | 17      |  | (14)             |  | 35               |  | (4)   |  | (2)              |  | (4)              |  | 394              
|Other assets held by consolidated investment funds designated as at fair value through profit & loss | 189                   |  | 198                                     |  | 138                                                                           |  | 18                                        |  | (7)                                              |  | -                |  | 2       |  | 18               |  | 83               |  | -     |  | -                |  | -                |  | 209              
|Loans                                                                                                | 1,358                 |  | 1,033                                   |  | 1,044                                                                         |  | 4                                         |  | (4)                                              |  | 6                |  | 51      |  | (166)            |  | 75               |  | 2     |  | (6)              |  | (19)             |  | 1,414            
|Assets backing contracts where the financial risk is borne by policyholders                          | 817                   |  | 527                                     |  | 590                                                                           |  | -                                         |  | -                                                |  | -                |  | 7,468   |  | 15,158           |  | 13,589           |  | -     |  | -                |  | -                |  | 8,284            
|Hedge accounting derivatives                                                                         | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | -                                                |  | -                |  | 251     |  | (97)             |  | (122)            |  | -     |  | -                |  | -                |  | 251              
|Other derivatives                                                                                    | (112)                 |  | (213)                                   |  | (400)                                                                         |  | (14)                                      |  | 149                                              |  | (98)             |  | 915     |  | (402)            |  | (31)             |  | -     |  | -                |  | -                |  | 790              
|Investment management expenses                                                                       | (900)                 |  | (884)                                   |  | (740)                                                                         |  | -                                         |  | -                                                |  | -                |  | -       |  | -                |  | -                |  | -     |  | -                |  | -                |  | (900)            
|Other                                                                                                | 451                   |  | 411                                     |  | 487                                                                           |  | (967)                                     |  | (275)                                            |  | (156)            |  | (263)   |  | 203              |  | 82               |  | (6)   |  | (0)              |  | 0                |  | (785)            
|NET INVESTMENT RESULT                                                                                | 14,898                |  | 12,125                                  |  | 11,762                                                                        |  | 4,196                                     |  | 3,443                                            |  | 2,847            |  | 4,691   |  | 14,687           |  | 15,611           |  | (655) |  | (134)            |  | (105)            |  | 23,129           

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

Previously published information was as follows:

|                                                                                                     |  |                       |  |                                         |  |                                                                               |  |                                           |  |                                                   |  |               |  |               |  |               |  | (in Euromillion) | 
|---------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------- |  | ------------- |  | ------------- |  | ------------- |  | ---------------- | 
|                                                                                                     |  | Net investment income |  | Net realized investment gainsand losses |  | Change in fairvalue of financialinstruments at fairvalue throughprofit & loss |  | Change in financialinstruments impairment |  | Net investment resultexcluding financing expenses | 
|(Years ended December 31)                                                                            |  | 2006Published         |  | 2005Published                           |  | 2006Published                                                                 |  | 2005Published                             |  | 2006Published                                     |  | 2005Published |  | 2006Published |  | 2005Published |  | 2006Published    | 
|Investment properties                                                                                |  | 680                   |  | 726                                     |  | 677                                                                           |  | 269                                       |  | 356                                               |  | 359           |  | 34            |  | 8             |  | 1,747            | 
|Fixed maturities                                                                                     |  | 9,072                 |  | 8,750                                   |  | 264                                                                           |  | 653                                       |  | (1,291)                                           |  | 169           |  | (73)          |  | (23)          |  | 7,972            | 
|Equities                                                                                             |  | 1,200                 |  | 1,126                                   |  | 2,549                                                                         |  | 2,124                                     |  | 923                                               |  | 1,371         |  | (88)          |  | (70)          |  | 4,584            | 
|Non controlled investment funds                                                                      |  | 230                   |  | 175                                     |  | 124                                                                           |  | 89                                        |  | (14)                                              |  | 34            |  | (2)           |  | (4)           |  | 338              | 
|Other assets held by consolidated investment funds designated as at fair value through profit & loss |  | 198                   |  | 138                                     |  | (7)                                                                           |  | -                                         |  | 18                                                |  | 83            |  | -             |  | -             |  | 208              | 
|Loans                                                                                                |  | 1,152                 |  | 1,144                                   |  | (4)                                                                           |  | 7                                         |  | (166)                                             |  | 75            |  | (6)           |  | (19)          |  | 976              | 
|Assets backing contracts where the financial risk is borne by policyholders                          |  | 527                   |  | 590                                     |  | -                                                                             |  | -                                         |  | 15,370                                            |  | 13,978        |  | -             |  | -             |  | 15,897           | 
|Hedge accounting derivatives                                                                         |  | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | (97)                                              |  | (122)         |  | -             |  | -             |  | (97)             | 
|Other derivatives                                                                                    |  | (212)                 |  | (406)                                   |  | 149                                                                           |  | (98)                                      |  | (403)                                             |  | (24)          |  | -             |  | -             |  | (467)            | 
|Investment management expenses                                                                       |  | (891)                 |  | (746)                                   |  | -                                                                             |  | -                                         |  | -                                                 |  | -             |  | -             |  | -             |  | (891)            | 
|Other                                                                                                |  | 416                   |  | 506                                     |  | (275)                                                                         |  | (154)                                     |  | 203                                               |  | 82            |  | (0)           |  | 0             |  | 343              | 
|NET INVESTMENT RESULT                                                                                |  | 12,372                |  | 12,003                                  |  | 3,475                                                                         |  | 2,889                                     |  | 14,898                                            |  | 16,006        |  | (135)         |  | (107)         |  | 30,610           | 

48

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

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

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

The net investment resultexcluding 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 constantexchange 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 (2,415million), 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 backingcontracts where the financial risk is borne by policyholders, on the back of higher dividend income, as a result of bettercorporate 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 (-24million), 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 2,662million, 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), (iv) other negativeforeign exchange impact resulting mainly from the close out of currency forwards and disposal of assets in Euro (-841million), 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. Excludingthe contribution of Winterthur in 2007 (+789 million), the change in fair value of financial instruments at fair value throughprofit 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) andAustralia-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 UnitedKingdom;

49

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  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, foreignexchange 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 bypolicyholders, mainly in France (-2,122 million), the United States (-3,637 million), the United Kingdom (-1,669million) and Australia-New Zealand (-914 million), as the result of less favorable European and U.S. equity & fixedmaturity 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 forsale.

 141 million higher impairment charges in France, including 92 million on fixed maturities and 47 million on real estateassets; and

 a 59 million increase in the United States, mostly on fixed maturities.



Technical charges relating to insurance activitieswere 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 aconstant 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 valueof assets backing contracts where the financial risk is borne by policyholders by -2,201 million and (ii) the reclassificationof technical items in commissions for -97 million.

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

 United States, were 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 adecrease in unit-linked technical reserves driven by lower changes in fair value, partially offset by an increase in surrendersdriven 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 lowerpolicyholder participation.



These decreases were partly reduced by:

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



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 446million, or +14%, resulting from:

  526 million (or 736 million at constant exchange rates) higher insurance acquisition expenses, notably in the UnitedStates (+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 (+144million).

50

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

Administrative expenseswere -3,514 million in 2007. Excluding the contribution of Winterthur in 2007 (-526 million),administrative expenses increase by 166 million compared to 2006 or +6% (or +254 million or 9% on a constant exchange ratebasis), notably including +82 million in the United Kingdom, mainly due to the inclusion of Thinc Group (48 million), and+69 million in Australia-New Zealand mainly driven by higher commissions associated with higher revenues.

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

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

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

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

Net incomeamounted to 2,899 million in 2007. Excluding the contribution of Winterthur in 2007 (+199 million), and on aconstant 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.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Gross revenues(before elimination of intercompany transactions) increased by 5,364 million to 49,959 million. Net ofelimination of intercompany transactions, Life & Savings gross revenues increased by 5,367 million to 49,952 million, or+5,755 million on a constant exchange rate basis.For a detailed analysis of Life & Savings gross revenues, refer to section "Consolidated Gross Revenues".

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The net investment resultexcluding financing expenses was stable with an increase by 6 million to 30,122 million in 2006 ascompared to 2005. This was attributable to the following:

a) A 363 million increase in net investment income to 12,125 million, resulting mainly from:

  a +531 million increase in Japan, resulting from (i) higher income related to derivative instruments (+370 million),primarily attributable to the fact that the hedge cost related to forex hedging (444 million) was classified as capital gain orloss from 2006, and (ii) higher return on the alternative/hedge funds (+100 million); and

  +80 million in Germany driven by higher level of income from fixed income securities, due to higher total assets, theincrease in the portion of corporate bonds and the extended duration;Partly offset by:

 277 million in the United States primarily due to:

 the decline in fair values of derivative instruments, including those related to the economic hedging programs implementedto mitigate certain risks associated with GMDB/GMIB features of certain variable annuity contracts, and interest rate swapfloor contracts,

 partially offset by an increase in cash and short-term investment income, due to higher yields and higher income on otherequity investments.

b)  A 596 million increase in net realized investment gains and losses, to 3,443 million, resulting from increases in mostcountries, of which +639 million was generated in France mainly on equities, +187 million in Belgium, +73 million in theUnited States, 75 million in the United Kingdom, and +74 million in Germany, partly offset by a 668 million decrease inJapan, including hedge cost related to foreign exchange hedging (classified as capital gains from 2006), and lower net capitalgains as a consequence of the significant 2005 net capital gains driven by the shift from U.S.$/Euro bonds to JapaneseGovernment bonds.

c)  A 924 million reduction in the change in fair value of financial instruments through profit and loss to 14,687 million,resulting from:

 a 1,462 million lower change in fair value of fixed maturities, attributable to the increase in interest rates in 2006, sincemost of the portfolio is made of fixed income assets. This decrease was attributable in particular to the United Kingdom (1,343 million);

 a 448 million decrease in the change in fair value of equity securities (including the United Kingdom 223 million andJapan 160 million), since equity markets increased to a lesser extent in 2006 than in 2005.

 a 346 million decrease in change in fair value of derivative instruments (including France 233 million).

These changes were partly offset by a favorable increase in the change in fair value of assets backing contracts with financialrisk borne by the policyholders (+1,569 million to 15,158 million), resulting primarily from a strong increase in the UnitedStates (+4,056 million), partly offset by lower changes in fair value in France (889 million), the United Kingdom (1,661million), and Germany (68 million).

d) A 29 million increase in impairment of financial instruments.

Technical charges relating to insuranceactivities increased by 4,331 million (+7%) to 68,999 million, principally due to theincrease in total revenues and increased charges related to change in technical liabilities backing contracts with financial riskborne by the policyholders, reflecting the higher change in fair value of the corresponding assets.

Most important contributors to the increase in technical charges were : (i) the United States (+5,285 million to 22,320 million),due primarily to the increase in the change in fair value of assets with financial risk borne by the policyholders, lowerGMDB/GMIB benefits and reserves due to the improvements in the equity markets, and lower benefits in the reinsurance assumedand individual health product lines, and (ii) France (+696 million to 19,382 million due to the increase in total revenues and tothe increase in unit-linked reserves as a consequence of the revaluation of unit-linked assets).

52

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This increase was partly offset by the United Kingdom, (1,498 million to 9,884 million), the reduction being primarily due to(i) reductions in With-Profits reserves of 3,361 million following increased bond yields and high levels of surrenders during2006, partly offset by (ii) increased unit-linked reserves (+769 million) following net new money growth and investment return,and (iii) increased policy benefit payments (1,195 million) following increased surrenders during 2006 in the wake of PensionsSimplification.

In addition, in Australia / New Zealand, technical charges decreased by 351 million to 1,596 million, mainly due to thereclassification of policyholder tax to income tax expenses.

Acquisition costs(DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses) increased by 268million to 3,095 million (+9%). This resulted from the combination of (i) a 326 million higher DAC amortization (including+108 million in Germany which was mainly attributable to a positive one-off effect in 2005 resulting from an enhanced scope ofde-zillmerized products in Life, and +193 million in the United States reflecting reactivity to higher margins in products whichare DAC-reactive and favorable DAC unlocking for expected higher emerging margins on annuity and variable and interestsensitive life products), (ii) a 168 million increase in acquisition costs, and (iii) a 75 million higher amortization of net rights tofuture management fees (also called Deferred Origination Costs or "DOC"), partly offset by higher DAC capitalization (164million) and interests capitalized (146 million).

Amortization of value of purchased life business inforce and other intangible assetsdecreased by 283 million to 274million (51%), mainly because of the 2005 non-recurring charge in Japan related to a change in future investment assumptions.

Administrative expenseswere 2,822 million in 2006, down by 5% or 145 million as compared to 2005, including a 290million decrease in the United States following the sale of Advest in November 2005.

Other expensesincreased by 150 million in 2006, notably because 2005 expenses were reduced by a 151 million net realizedgain on the sale of the headquarter property of AXA Japan during the second half of the year.

Income tax expensesincreased by 465 million to 1,285 million. This was mostly attributable to a 540 million increase in taxcharge in Japan, whereas in 2005, income tax expenses reflected the re-estimation of deferred taxes recorded during the prioryears. In addition, in Australia / New Zealand, income tax expenses increased by 251 million to 234 million, reflecting thereclassification of policyholder tax and dividends due to participating policyholders from the technical charges to income taxexpense. These increases were partly offset by lower 2006 tax charges (i) in France (107 million) (a) as some dividends onequities were taxed at a reduced rate while previously taxed at the full rate, following a portfolio reallocation and (b) due to thesplit between short-term and long-term taxable income, and (ii) in the United Kingdom (184 million), as policyholder taxdecreased by 357 million as a result of lower investment gains, partly offset by non-recurring increases in deferred taxprovisions of 167 million, primarily as a result of a reassessment of the likelihood of a future distribution from the attributedInherited Estate. In addition, 2006 tax charges in the United States were reduced by a 92 million tax settlement.

Result from discontinued operations(net of tax) for 2006 and 2005 included the net income from the Dutch Life & Savingsinsurance operations, an increase by 5 million to 77 million compared with 2006.

Net incomeincreased by 552 million (or 576 million at a constant exchange rate) to 2,957 million. This improvement wasmainly attributable to higher revenues due to activity growth and market appreciation, in spite of reduced net investment result(excluding any change in fair value of assets with financial risk carried by policyholders) notably reflecting lower changes in fairvalue of invested assets despite increased net investment income and higher capital gains.

53

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**Property & Casualty Segment**

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

|                                                                                 |  |          |  |                     |  |                  |  |                     |  | (In Euro million) | 
|-------------------------------------------------------------------------------- |  | -------- |  | ------------------- |  | ---------------- |  | ------------------- |  | ----------------- | 
|                                                                                 |  | FY 2007  |  | FY 2006Restated (a) |  | FY 2006Published |  | FY 2005Restated (a) |  | FY 2005Published  | 
|Gross written premiums                                                           |  | 25,101   |  | 19,548              |  | 19,830           |  | 18,638              |  | 18,913            | 
|Fees and charges relating to investment contracts with no participatingfeatures  |  | -        |  | -                   |  | -                |  | -                   |  | -                 | 
|Revenues from insurance activities                                               |  | 25,101   |  | 19,548              |  | 19,830           |  | 18,638              |  | 18,913            | 
|Net revenues from banking activities                                             |  | -        |  | -                   |  | -                |  | -                   |  | -                 | 
|Revenues from other activities                                                   |  | 79       |  | 52                  |  | 52               |  | 43                  |  | 43                | 
|Total revenues                                                                   |  | 25,180   |  | 19,600              |  | 19,882           |  | 18,681              |  | 18,956            | 
|Change in unearned premiums net of unearned revenues and fees                    |  | (362)    |  | (139)               |  | (142)            |  | (272)               |  | (269)             | 
|Net investment income                                                            |  | 2,059    |  | 1,562               |  | 1,592            |  | 1,414               |  | 1,443             | 
|Net realized investment gains and losses                                         |  | 953      |  | 594                 |  | 596              |  | 490                 |  | 499               | 
|Change in fair value of financial instruments at fair value through profit &loss |  | (75)     |  | 50                  |  | 52               |  | 82                  |  | 82                | 
|Change in financial instruments impairment                                       |  | (251)    |  | (47)                |  | (47)             |  | (84)                |  | (84)              | 
|Net investment result excluding financing expenses                               |  | 2,687    |  | 2,159               |  | 2,192            |  | 1,902               |  | 1,940             | 
|Technical charges relating to insurance activities                               |  | (16,723) |  | (12,697)            |  | (12,841)         |  | (12,187)            |  | (12,347)          | 
|Net result from outward reinsurance                                              |  | (599)    |  | (629)               |  | (632)            |  | (565)               |  | (581)             | 
|Bank operating expenses                                                          |  | -        |  | -                   |  | -                |  | -                   |  | -                 | 
|Acquisition costs                                                                |  | (4,652)  |  | (3,712)             |  | (3,787)          |  | (3,327)             |  | (3,382)           | 
|Amortization of the value of purchased business in force                         |  | -        |  | -                   |  | -                |  | -                   |  | -                 | 
|Administrative expenses                                                          |  | (2,452)  |  | (1,826)             |  | (1,860)          |  | (1,915)             |  | (1,961)           | 
|Change in tangible assets impairment                                             |  | 3        |  | 11                  |  | 11               |  | (1)                 |  | (1)               | 
|Change in goodwill impairment and other intangible assets impairment             |  | (89)     |  | -                   |  | -                |  | -                   |  | -                 | 
|Other income and expenses                                                        |  | (24)     |  | (18)                |  | (10)             |  | 14                  |  | 12                | 
|Other operating income and expenses                                              |  | (24,536) |  | (18,872)            |  | (19,119)         |  | (17,981)            |  | (18,259)          | 
|Income from operating activities before tax                                      |  | 2,969    |  | 2,748               |  | 2,812            |  | 2,330               |  | 2,368             | 
|Income arising from investments in associates - Equity method                    |  | 5        |  | 22                  |  | 22               |  | 3                   |  | 3                 | 
|Financing debts expenses                                                         |  | (13)     |  | (8)                 |  | (8)              |  | (11)                |  | (11)              | 
|Operating income before tax                                                      |  | 2,961    |  | 2,762               |  | 2,826            |  | 2,323               |  | 2,361             | 
|Income tax                                                                       |  | (693)    |  | (769)               |  | (788)            |  | (553)               |  | (566)             | 
|Net operating result                                                             |  | 2,267    |  | 1,993               |  | 2,038            |  | 1,770               |  | 1,795             | 
|Result from discontinued operations net of tax                                   |  | -        |  | 45                  |  | -                |  | 25                  |  | -                 | 
|Net consolidated income                                                          |  | 2,267    |  | 2,038               |  | 2,038            |  | 1,795               |  | 1,795             | 
|Split between : Net income Group share                                           |  | 2,218    |  | 1,977               |  | 1,977            |  | 1,737               |  | 1,737             | 
|Minority interests share in net consolidated income                              |  | 49       |  | 61                  |  | 61               |  | 58                  |  | 58                | 

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

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CONSOLIDATED GROSS REVENUES

|                                            |  |         |  |              |  |           |  |              |  | (in Euro million) | 
|------------------------------------------- |  | ------- |  | ------------ |  | --------- |  | ------------ |  | ----------------- | 
|                                            |  | FY 2007 |  | FY 2006      |  | FY 2006   |  | FY 2005      |  | FY 2005           | 
|                                            |  |         |  | Restated (b) |  | Published |  | Restated (b) |  | Published         | 
|France                                      |  | 5,377   |  | 5,219        |  | 5,219     |  | 5,096        |  | 5,096             | 
|United Kingdom & Ireland                    |  | 5,111   |  | 4,742        |  | 4,742     |  | 4,413        |  | 4,413             | 
|Germany                                     |  | 3,531   |  | 2,759        |  | 2,759     |  | 2,798        |  | 2,798             | 
|Belgium                                     |  | 2,130   |  | 1,520        |  | 1,520     |  | 1,462        |  | 1,462             | 
|Mediterranean Region (c)                    |  | 5,298   |  | 3,831        |  | 3,831     |  | 3,612        |  | 3,612             | 
|Switzerland                                 |  | 1,981   |  | 95           |  | 95        |  | 90           |  | 90                | 
|Other countries                             |  | 1,752   |  | 1,435        |  | 1,717     |  | 1,210        |  | 1,485             | 
|TOTAL (a)                                   |  | 25,180  |  | 19,600       |  | 19,882    |  | 18,681       |  | 18,956            | 
|Intercompany transactions                   |  | (164)   |  | (89)         |  | (89)      |  | (81)         |  | (81)              | 
|Contribution to consolidated gross revenues |  | 25,016  |  | 19,510       |  | 19,793    |  | 18,600       |  | 18,874            | 

(a) Before elimination of intercompany transactions.

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

(c) Mediterranean Region includes Italy, Spain, Portugal, Greece, Turkey and Morocco.

AXA GROUP-RATIOS

|                                       |  |                          |  |                   |  |                |  | (in %)      | 
|-------------------------------------- |  | ------------------------ |  | ----------------- |  | -------------- |  | ----------- | 
|                                       |  | Years ended December 31, |  | Variation         | 
|                                       |  | 2007                     |  | 2006 restated (a) |  | 2006 published |  | 2007 / 2006 | 
|Current accident year loss ratio (net) |  | 75.1%                    |  | 71.9%             |  | 71.8%          |  | 3.1%        | 
|All accident year loss ratio (net)     |  | 69.7%                    |  | 68.5%             |  | 68.3%          |  | 1.2%        | 
|Expense ratio                          |  | 27.9%                    |  | 28.5%             |  | 28.6%          |  | -0.6%       | 
|Combined ratio                         |  | 97.6%                    |  | 96.9%             |  | 96.9%          |  | 0.7%        | 

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

NET INCOME

|                           |  |                         |  |           |  | (in Euro million) | 
|-------------------------- |  | ----------------------- |  | --------- |  | ----------------- | 
|                           |  | Yearsended December 31, |  | Variation | 
|                           |  | 2007                    |  | 2006      |  | 2005              | 
|France                     |  | 553                     |  | 515       |  | 464               | 
|Germany                    |  | 410                     |  | 282       |  | 295               | 
|Belgium                    |  | 272                     |  | 283       |  | 183               | 
|United Kingdom & Ireland   |  | 307                     |  | 451       |  | 464               | 
|Switzerland                |  | 84                      |  | 9         |  | 3                 | 
|Mediterranean Region (a)   |  | 428                     |  | 230       |  | 177               | 
|Other Countries            |  | 164                     |  | 206       |  | 152               | 
|Contribution to net income |  | 2,218                   |  | 1,977     |  | 1,737             | 

(a) Mediterranean Region includes Italy, Spain, Portugal, Greece, Turkey and Morocco.

In 2007, the Property & Casualty segment accounted for 27% of AXAs consolidated gross revenues after elimination ofintercompany transactions (2006: 25% and 2005: 26%). The Property & Casualty segment contributed significantly (39%) toAXAs 2007 consolidated net income (2006: 39% and 2005: 40%). This segment has shown continuous operationalimprovements over the past three years.

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*Analysis of investment results*

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

|                                                                                                     |  |                       |  |                                         |  |                                                                               |  |                                           |  |                                                  |  |                   |  |       |  |                   |  |                   |  |       |  |                   |  |                   |  |       |  | (in Euromillion)  | 
|---------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------ |  | ----------------- |  | ----- |  | ----------------- |  | ----------------- |  | ----- |  | ----------------- |  | ----------------- |  | ----- |  | ----------------- | 
|                                                                                                     |  | Net investment income |  | Net realized investment gainsand losses |  | Change in fairvalue of financialinstruments at fairvalue throughprofit & loss |  | Change in financialinstruments impairment |  | Net investmentresult excludingfinancing expenses | 
|(Years ended December 31)                                                                            |  | 2007                  |  | 2006 Restated (a)                       |  | 2005 Restated (a)                                                             |  | 2007                                      |  | 2006Restated (a)                                 |  | 2005 Restated (a) |  | 2007  |  | 2006 Restated (a) |  | 2005 Restated (a) |  | 2007  |  | 2006 Restated (a) |  | 2005 Restated (a) |  | 2007  |  | 2006 Restated (a) | 
|Investment properties                                                                                |  | 104                   |  | 94                                      |  | 68                                                                            |  | 124                                       |  | 21                                               |  | 14                |  | 2     |  | 21                |  | 16                |  | (8)   |  | 4                 |  | (27)              |  | 222   |  | 140               | 
|Fixed maturities                                                                                     |  | 1,715                 |  | 1,256                                   |  | 1,138                                                                         |  | (63)                                      |  | (94)                                             |  | 68                |  | (180) |  | (31)              |  | 8                 |  | (51)  |  | (5)               |  | 0                 |  | 1,422 |  | 1,126             | 
|Equities                                                                                             |  | 297                   |  | 243                                     |  | 254                                                                           |  | 833                                       |  | 594                                              |  | 412               |  | 52    |  | 60                |  | 101               |  | (161) |  | (43)              |  | (45)              |  | 1,021 |  | 854               | 
|Non controlled investment funds                                                                      |  | 42                    |  | 27                                      |  | 8                                                                             |  | 16                                        |  | 32                                               |  | 25                |  | (4)   |  | 2                 |  | 5                 |  | (32)  |  | (2)               |  | (5)               |  | 22    |  | 59                | 
|Other assets held by consolidated investment funds designated as at fair value through profit & loss |  | 13                    |  | 8                                       |  | 1                                                                             |  | 3                                         |  | 0                                                |  | 1                 |  | 75    |  | (1)               |  | 10                |  | -     |  | -                 |  | -                 |  | 91    |  | 7                 | 
|Loans                                                                                                |  | 124                   |  | 43                                      |  | 42                                                                            |  | 1                                         |  | 2                                                |  | 0                 |  | -     |  | -                 |  | -                 |  | (0)   |  | (0)               |  | (4)               |  | 125   |  | 45                | 
|Assets backing contracts where the financial risk is borne by policyholders                          |  | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | -                                                |  | -                 |  | -     |  | -                 |  | -                 |  | -     |  | -                 |  | -                 |  | -     |  | -                 | 
|Hedge accounting derivatives                                                                         |  | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | -                                                |  | -                 |  | (20)  |  | 6                 |  | (21)              |  | -     |  | -                 |  | -                 |  | (20)  |  | 6                 | 
|Other derivatives                                                                                    |  | (30)                  |  | 6                                       |  | 1                                                                             |  | 40                                        |  | (9)                                              |  | 5                 |  | 50    |  | 18                |  | (38)              |  | -     |  | -                 |  | -                 |  | 60    |  | 15                | 
|Investment management expenses                                                                       |  | (161)                 |  | (118)                                   |  | (108)                                                                         |  | -                                         |  | -                                                |  | -                 |  | -     |  | -                 |  | -                 |  | -     |  | -                 |  | -                 |  | (161) |  | (118)             | 
|Other                                                                                                |  | (46)                  |  | 3                                       |  | 9                                                                             |  | (1)                                       |  | 48                                               |  | (35)              |  | (49)  |  | (23)              |  | 1                 |  | 2     |  | (1)               |  | (4)               |  | (94)  |  | 26                | 
|NET INVESTMENT RESULT                                                                                |  | 2,059                 |  | 1,562                                   |  | 1,414                                                                         |  | 953                                       |  | 594                                              |  | 490               |  | (75)  |  | 50                |  | 82                |  | (251) |  | (47)              |  | (84)              |  | 2,687 |  | 2,159             | 

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

Previously published information was as follows:

|                                                                                                     |  |                       |  |                                         |  |                                                                               |  |                                           |  |                                                  |  |               |  |               |  |               |  | (in Euromillion) | 
|---------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------ |  | ------------- |  | ------------- |  | ------------- |  | ---------------- | 
|                                                                                                     |  | Net investment income |  | Net realized investment gainsand losses |  | Change in fairvalue of financialinstruments at fairvalue throughprofit & loss |  | Change in financialinstruments impairment |  | Net investmentresult excludingfinancing expenses | 
|(Years ended December 31)                                                                            |  | 2006Published         |  | 2005Published                           |  | 2006Published                                                                 |  | 2005Published                             |  | 2006Published                                    |  | 2005Published |  | 2006Published |  | 2005Published |  | 2006Published    | 
|Investment properties                                                                                |  | 94                    |  | 68                                      |  | 21                                                                            |  | 20                                        |  | 21                                               |  | 16            |  | 4             |  | (27)          |  | 140              | 
|Fixed maturities                                                                                     |  | 1,287                 |  | 1,170                                   |  | (92)                                                                          |  | 71                                        |  | (30)                                             |  | 8             |  | (5)           |  | 0             |  | 1,159            | 
|Equities                                                                                             |  | 245                   |  | 255                                     |  | 594                                                                           |  | 412                                       |  | 60                                               |  | 101           |  | (43)          |  | (45)          |  | 856              | 
|Non controlled investment funds                                                                      |  | 27                    |  | 8                                       |  | 32                                                                            |  | 25                                        |  | 2                                                |  | 5             |  | (2)           |  | (5)           |  | 59               | 
|Other assets held by consolidated investment funds designated as at fair value through profit & loss |  | 8                     |  | 1                                       |  | 0                                                                             |  | 1                                         |  | (1)                                              |  | 10            |  | -             |  | -             |  | 7                | 
|Loans                                                                                                |  | 44                    |  | 43                                      |  | 2                                                                             |  | 0                                         |  | -                                                |  | -             |  | (0)           |  | (4)           |  | 46               | 
|Assets backing contracts where the financial risk is borne by policyholders                          |  | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | -                                                |  | -             |  | -             |  | -             |  | -                | 
|Hedge accounting derivatives                                                                         |  | -                     |  | -                                       |  | -                                                                             |  | -                                         |  | 6                                                |  | (21)          |  | -             |  | -             |  | 6                | 
|Other derivatives                                                                                    |  | 6                     |  | 1                                       |  | (9)                                                                           |  | 5                                         |  | 18                                               |  | (38)          |  | -             |  | -             |  | 15               | 
|Investment management expenses                                                                       |  | (119)                 |  | (109)                                   |  | -                                                                             |  | -                                         |  | -                                                |  | -             |  | -             |  | -             |  | (119)            | 
|Other                                                                                                |  | (1)                   |  | 5                                       |  | 48                                                                            |  | (35)                                      |  | (23)                                             |  | 1             |  | (1)           |  | (4)           |  | 23               | 
|NET INVESTMENT RESULT                                                                                |  | 1,592                 |  | 1,443                                   |  | 596                                                                           |  | 499                                       |  | 52                                               |  | 82            |  | (47)          |  | (84)          |  | 2,192            | 

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

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

Gross revenuesgross revenues were up 28% to 25,016 million net of intercompany transactions (or 25,180 million before theelimination 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 3,506million).

Net investment resultamounted to 2,687 million in 2007. Excluding the contribution of Winterthur (285 million), netinvestment 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), itwas 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 theMediterranean 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 thecontribution of Winterthur (24 million), it was a loss of 51 million in 2007 compared to a gain of +50 million in2006. The 2007 change in fair value mainly resulted from a 59 million decrease in changes in fair value in France, and aloss of 26 million in fixed maturities in Belgium mainly attributable to the impact of the credit spread increase on themutual funds market value.

d) Charges relating to financial instrument impairment amounted to 251 million in 2007. Excluding the contribution ofWinterthur (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 activitiesamounted to 16,723 million in 2007. Excluding the contribution ofWinterthur (3,111 million), they increased by 915 million including 383 million in the United Kingdom & Ireland, 183million in the Mediterranean Region and 181 million in Germany.

Net result on reinsurance cededwas a loss of 599 million in 2007. Excluding the contribution of Winterthur (5 million), theloss decreased by 25 million in 2007, including a 93 million decrease in Germany, partly offset by a 65 million increase inFrance.

The current accident year loss ratioworsened by 3.1 points to 75.1% mainly driven by adverse claims experience, notably theEuropean storm Kyrill and United Kingdom floods. The all accident year loss ratioworsened by 1.2 points to 69.7% mainlydriven 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 inProperty (both Personal and Commercial lines) and natural events, partly offset by an increase on Personal Motor current accidentyear 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 andhigher level of positive loss reserve development in Property.

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In Germany, current accident year loss ratio deteriorated by 4.5 points to 78.7%, mainly driven by natural events and higher largeclaims 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 allaccident year loss ratio increased by 1.2 points to 69.0%. Excluding Winterthur, the all accident year loss ratio increased by 1.8points to 69.5%, due to the higher current accident year loss ratio, partly offset by a non recurring increase in claim handling costsreserve in 2006 (Winterthur net technical result amounted to 236 million with an all accident year loss ratio of 66.7%).

In the United Kingdom, the current accident year loss ratio deteriorated by 8.1 points to 71.8%, mainly as a result of adverseweather events, including Kyrill storm (56 million, +1.1 points), the June and July floods (271 million, +5.5 points) and 0.9point higher loss ratio on U.K. Commercial lines. While Commercial lines remained profitable overall, market pressure, includingfrom new entrants, prevented rate increases from keeping up with claims inflation. The all accident year loss ratio increased by 4.6points to 66.4%, as the adverse current accident year loss ratio was partially offset by favorable development in prior yearsreserves development (268 million in 2007).

In the Mediterranean Region, the current accident year loss ratio stood at 76.5% (0.7 point). Excluding Winterthur, itdeteriorated by 0.8 point to 78.0%, mainly driven by an increase in motor personal lines (+2.0 points) following the strong newbusiness impact and the stable average premium (as compared to a 4% average weighed inflation rate). Winterthur currentaccident year loss ratio stood at 71.1%. The all accident year loss ratio stood at 72.1% (2.8 points). Excluding Winterthur, itimproved by 1.8 points to 73.0% thanks to the favorable development of claims reserves from previous year (+115 million)mainly focused on motor lines (+138 million). The Winterthur all accident year loss ratio stood at 68.6%.

In Belgium, the current accident year loss ratio improved by 0.4 point to 77.6%. Excluding the contribution of Winterthur, thecurrent accident year loss ratio increased by 1.2 points to 79.2% mainly due to the Kyrill storm (2.1 points impact). Winterthurcurrent accident loss ratio amounted to 73.4% (0.8 point Kyrill impact). The all accident year loss ratio increased by 1.4 points to67.5%. Excluding the contribution of Winterthur, the all accident year loss ratio increased by 2.5 points to 68.5%, reflecting theunfavorable current accident year loss ratio and a decrease in prior years results (16 million). Winterthur all accident year lossratio amounted to 64.8%.

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

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

Administrative expensesamounted to 2,452 million in 2007. Excluding the contribution of Winterthur (505 million), theyincreased by 121 million, including 50 million in the United Kingdom & Ireland, primarily relating to costs associated with newacquisitions and initiatives together with higher fees to support significant growth within Health, and 22 million in Belgium, as aresult of integration costs and higher commissions.

Income tax expensesamounted to 693 million. Excluding the contribution of Winterthur (83 million), tax expensesdecreased by 159 million compared to 2006, including a 83 million decrease in Belgium (due to lower pre-tax earnings), a 64million decrease in the United Kingdom & Ireland (reflecting the deterioration in the pre-tax

58

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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 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 higherpre-tax earnings).

Net incomeamounted 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 byincreased invested assets, in spite of a deteriorated technical profitability (mainly due to major losses), as well as lower taxcharges notably in Germany, Belgium, and the United Kingdom and Ireland.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Gross revenues(before elimination of intercompany transactions) increased by 919 million (+5%) to 19,600 million. Net ofintercompany transactions, Property & Casualty gross revenues increased by 911 million to 19,510 million, or +885 million ona constant exchange rate basis.

For a detailed analysis of Property & Casualty gross revenues, refer to Consolidated Gross Revenues section.

Net investment resultincreased by 258 million to 2,159 million mainly due to investment income and realized gains:

a) Net investment income rose by 147 million to 1,562 million or +10%, and mainly resulted from a +117 million increasein income from fixed maturities, spread over all countries and due to a higher asset base together with higher averagereturns, as well as, to a lesser extent, from investment properties (+26 million).

b) Net realized investment gains and losses increased by +104 million, to 594 million (+21%), including +181 millionincrease in realized gains on equities (of which +75 million in Belgium and +77 million in the United Kingdom) and 79million higher realized foreign exchange gains (of which +86 million in France), partly offset by a 162 millionreduction of net gains on fixed maturities (of which 63 million in the United Kingdom and Ireland, 46 million inFrance, 17 million in Germany and 17 million in Belgium).

c) Changes in fair value of financial instruments through profit and loss were +50 million in 2006 as compared to 82million in 2005, including a 20 million decrease in Germany, mainly on fixed maturities.

d) Charges relating to financial instrument impairment decreased by 37 million to 47 million, mainly on investmentproperties.

Technical charges relating to insurance activitiesslightly increased (+4% or 511 million) to 12,697 million.

Net result on reinsurance cededwas a loss of 629 million, an increase of 64 million as compared to 2005. This result wasmainly attributable to the United Kingdom (52 million to 152 million), resulting from the Buncefield explosion recoveriesincluded in 2005 and a favorable 2006 gross reserves result reducing the level of expected future recoveries.The current accident year loss ratio was to 71.9% mainly driven by better claims experience. All accident year loss ratio was68.5% driven by the current accident year loss ratio improvement and positive developments on prior years.

In France, the 0.7 point current accident year net loss ratio deteriorated to 74.6%, which was mainly driven by Property due toboth large claims and a higher cost of reinsurance, while the all accident year loss ratio was flat at 73.5% owing

59

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to positive developments in Property, as in 2005, and in Motor (up 52 million to 16 million, as 2005 was negatively impacted by a decrease in the annuity interest rate).

In Germany, current accident year loss ratio deteriorated by 2.0 points to 74.2%, driven by a higher large claims charge than thevery benign 2005 experience, and an increase of the claims handling costs provision to reflect higher unit costs. All accident yearloss ratio deteriorated by 2.0 points to 67.8% in line with the development of the current accident year loss ratio.

In the United Kingdom, the current accident year loss ratio improved by 1.5 point to 63.6%, driven by favorable claimsexperience and benign weather in 2006, improved claims management and risk selection in Health, partially offset by higherclaims frequency on the Ireland Motor account combined with a reduction in average earned premiums. The all accident year lossratio improved by 1.3 point to 61.8%, broadly reflecting the favorable current accident year loss ratio.

In the Mediterranean Region, the all accident year loss ratio improved by 1.4 points to 74.8% mainly driven by strongmonitoring of personal motor portfolio. The current accident year loss ratio improved by 0.2 point to 77.2% mainly due to thepersonal motor line of business, thanks to the favorable evolution of claims frequency and the continuous efforts to contain theaverage claims cost.

In Belgium, the current year loss ratio improved by 3.3 points to 78.1% due to an improved claims pattern in all Personal Lines(except Personal Accidents), Property, Health and Marine. The all accident year loss ratio improved by 4.0 points to 66.0% due tothe better current year loss ratio and to higher prior years results.

Acquisition costsincreased by 385 million to 3,712 million, or +12% compared to 2005, including notably a 170 millionincrease in the United Kingdom, largely relating to higher profit commission and increased volumes on higher commission relatedto the delegated authority business, and a 55 million increase in Canada explained by higher commissions in relation to theactivity. The rest of the acquisition costs increase was due to higher revenues.

Administrative expensesdecreased by 5% or 89 million to 1,826 million, including 77 million in Germany mainlyattributable to the release of some VAT provisions coupled with a VAT refund following the creation of a VAT group, as well asthe non-recurrence of several 2005 one-off expenses.

Income arising from equity accounted entitiesreached +22 million, up +19 million as compared to 2005, resulting fromAXA Affin General Insurance Berhad in Malaysia which was equity consolidated starting in 2006.

Income tax expensesincreased by 215 million to 769 million including a +72 million increase in the United Kingdom(+111% on a current exchange rate basis) to 137 million due to the improved profit for the year and non-recurring one-off taxprovision movements in 2005. Other countries showed tax charges increases in line with pre-tax income changes.

Result from discontinued operations(net of tax) for 2006 and 2005 included the net income from the Dutch Property &Casualty insurance operations, an increase by 20 million to 45 million compared with 2006.

Net incomeincreased by +239 million (or 232 million at a constant exchange rate) to 1,977 million, driven by improvedoperating performance, combined with higher volumes of business, and higher investment results from both increased investmentincome and realized gains. This was particularly true in Belgium (+101 million net income), France (+51 million net income),and Mediterranean Region (+53 million net income).

60

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**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) | 
|------------------------------------------- |  | ------- |  | ------- |  | ----------------- | 
|                                            |  | FY 2007 |  | FY 2006 |  | FY 2005           | 
|AXA Corporate Solutions Assurance           |  | 1,823   |  | 1,697   |  | 1,614             | 
|AXA Cessions                                |  | 69      |  | 57      |  | 60                | 
|AXA Assistance                              |  | 809     |  | 702     |  | 621               | 
|AXA RE                                      |  | -       |  | -       |  | 1,460             | 
|Other international activities (a)          |  | 1,002   |  | 1,355   |  | 147               | 
|TOTAL (b)                                   |  | 3,703   |  | 3,811   |  | 3,903             | 
|Intercompany transactions                   |  | (135)   |  | (95)    |  | (90)              | 
|Contribution to consolidated gross revenues |  | 3,568   |  | 3,716   |  | 3,813             | 

(a) Including 896 million in 2007 (1,217 million in full year 2006) of business fronted by AXA RE and fully reinsured by Paris RE (fronting arrangement set in place from January 1, 2006 to September 30, 2007 in the context of the sale of AXA RE's business to Paris RE), AXA RE Life and AXA Liabilities Managers.

(b) Before elimination of intercompany transactions.

NET INCOME

|                                  |  |                          |  |     |  |      |  |     |  |      | (in Euro million) |     
|--------------------------------- |  | ------------------------ |  | --- |  | ---- |  | --- |  | ---- | ----------------- | ----
|                                  |  | Years ended December 31, | 
|                                  |  | 2007                     |  |     |  | 2006 |  |     |  | 2005 |                   |     
|AXA Corporate Solutions Assurance |  |                          |  | 125 |  |      |  | 117 |  |      |                   | 97  
|AXA Cessions                      |  |                          |  | 16  |  |      |  | 13  |  |      |                   | 9   
|AXA Assistance                    |  |                          |  | 19  |  |      |  | 22  |  |      |                   | 43  
|AXA RE                            |  |                          |  | -   |  |      |  | -   |  |      |                   | 67  
|Other international activities    |  |                          |  | 84  |  |      |  | 92  |  |      |                   | (31)
|Contribution to net income        |  |                          |  | 243 |  |      |  | 244 |  |      |                   | 184 

In 2007, the International Insurance segment accounted for 4% of AXAs consolidated gross revenues after elimination ofintercompany transactions (5% in 2006 and 2005). The International Insurance segment had a positive contribution to AXAs2007 consolidated net income of 4% (positive contributions of 5% in 2006 and 4% in 2005).

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ANALYSIS OF INVESTMENT RESULT

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

|                                                                                                   |  |                       |  |                                         |  |                                                                                 |  |                                           |  |                                                   |  |      |  | (in Euro million) | 
|-------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------------------------- |  | ------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------------- |  | ---- |  | ----------------- | 
|                                                                                                   |  | Net investment income |  | Net realized investment gainsand losses |  | Change in fair value offinancial instruments at fairvalue through profit & loss |  | Change in financialinstruments impairment |  | Net investment resultexcluding financing expenses | 
|(Year ended December 31)                                                                           |  | 2007                  |  | 2006                                    |  | 2005                                                                            |  | 2007                                      |  | 2006                                              |  | 2005 |  | 2007              | 
|Investment properties                                                                              |  | 7                     |  | 6                                       |  | 0                                                                               |  | 0                                         |  | 0                                                 |  | 13   |  | -                 | 
|Fixed maturities                                                                                   |  | 335                   |  | 344                                     |  | 294                                                                             |  | (31)                                      |  | (29)                                              |  | 18   |  | (29)              | 
|Equities                                                                                           |  | 16                    |  | 16                                      |  | 19                                                                              |  | 35                                        |  | 102                                               |  | 28   |  | 14                | 
|Non controlled investment funds                                                                    |  | 5                     |  | 16                                      |  | 10                                                                              |  | 37                                        |  | 99                                                |  | 71   |  | -                 | 
|Other assets held by consolidated investmentfunds designated as at fair value through profit &loss |  | 4                     |  | 2                                       |  | 2                                                                               |  | (0)                                       |  | (0)                                               |  | (2)  |  | (0)               | 
|Loans                                                                                              |  | 31                    |  | 18                                      |  | 26                                                                              |  | 0                                         |  | -                                                 |  | -    |  | -                 | 
|Assets backing contracts where the financial riskis borne by policyholders                         |  | -                     |  | -                                       |  | -                                                                               |  | -                                         |  | -                                                 |  | -    |  | -                 | 
|Hedge accounting derivatives                                                                       |  | -                     |  | -                                       |  | -                                                                               |  | -                                         |  | -                                                 |  | -    |  | -                 | 
|Other derivatives                                                                                  |  | (1)                   |  | (1)                                     |  | -                                                                               |  | -                                         |  | -                                                 |  | -    |  | 29                | 
|Investment management expenses                                                                     |  | (147)                 |  | (185)                                   |  | (61)                                                                            |  | -                                         |  | -                                                 |  | -    |  | -                 | 
|Other                                                                                              |  | 104                   |  | 84                                      |  | 68                                                                              |  | (42)                                      |  | (41)                                              |  | 18   |  | 23                | 
|NET INVESTMENT RESULT                                                                              |  | 353                   |  | 300                                     |  | 357                                                                             |  | (0)                                       |  | 132                                               |  | 147  |  | 38                | 

62

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*AXA Corporate Solutions Assurance*

|                                                                                  |  |         |  |         |  | (In Euro million) | 
|--------------------------------------------------------------------------------- |  | ------- |  | ------- |  | ----------------- | 
|                                                                                  |  | FY 2007 |  | FY 2006 |  | FY 2005           | 
|Gross written premiums                                                            |  | 1,811   |  | 1,684   |  | 1,599             | 
|Fees and charges from investment contracts with no participating features         |  | -       |  | -       |  | -                 | 
|Revenues from insurance activities                                                |  | 1,811   |  | 1,684   |  | 1,599             | 
|Net revenues from banking activities                                              |  | -       |  | -       |  | -                 | 
|Revenues from other activities                                                    |  | 11      |  | 13      |  | 15                | 
|Total revenues                                                                    |  | 1,823   |  | 1,697   |  | 1,614             | 
|Change in unearned premiums net of unearned revenues and fees                     |  | (24)    |  | (73)    |  | (43)              | 
|Net investment income                                                             |  | 174     |  | 157     |  | 136               | 
|Net realized investment gains and losses                                          |  | 46      |  | 34      |  | 36                | 
|Change in fair value of financial instruments at fair value through profit & loss |  | (5)     |  | 6       |  | 4                 | 
|Change in financial instruments impairment                                        |  | (5)     |  | 0       |  | 0                 | 
|Net investment result excluding financing expenses                                |  | 211     |  | 198     |  | 175               | 
|Technical charges relating to insurance activities                                |  | (1,317) |  | (986)   |  | (1,160)           | 
|Net result from outward reinsurance                                               |  | (261)   |  | (431)   |  | (222)             | 
|Bank operating expenses                                                           |  | -       |  | -       |  | -                 | 
|Acquisition costs                                                                 |  | (130)   |  | (110)   |  | (113)             | 
|Amortization of value of purchased business in force                              |  | -       |  | -       |  | -                 | 
|Administrative expenses                                                           |  | (91)    |  | (97)    |  | (90)              | 
|Change in tangible assets impairment                                              |  | (0)     |  | (0)     |  | -                 | 
|Change in goodwill impairment and other intangible assets impairment              |  | -       |  | -       |  | -                 | 
|Other income and expenses                                                         |  | (0)     |  | (0)     |  | (0)               | 
|Other operating income and expenses                                               |  | (1,800) |  | (1,625) |  | (1,585)           | 
|Income from operating activities before tax                                       |  | 210     |  | 197     |  | 161               | 
|Income arising from investments in associates - Equity method                     |  | -       |  | -       |  | -                 | 
|Financing debts expenses                                                          |  | (11)    |  | (13)    |  | (13)              | 
|Operating income before tax                                                       |  | 198     |  | 184     |  | 149               | 
|Income tax                                                                        |  | (72)    |  | (65)    |  | (51)              | 
|Net operating result                                                              |  | 126     |  | 119     |  | 98                | 
|Result from discontinued operations net of tax                                    |  | -       |  | -       |  | -                 | 
|Net consolidated income                                                           |  | 126     |  | 119     |  | 98                | 
|Split between : Net income Group share                                            |  | 125     |  | 117     |  | 97                | 
|Minority interests share in net consolidated income                               |  | 2       |  | 1       |  | 1                 | 



|                                       |  | Years ended December 31, |  | Variation | 
|-------------------------------------- |  | ------------------------ |  | --------- | 
|                                       |  | 2007                     |  |           | 
|Gross revenues                         |  |                          |  | 1,823     | 
|Current accident year loss ratio (net) |  |                          |  | 94.1%     | 
|All accident year loss ratio (net)     |  |                          |  | 87.8%     | 
|Net technical result                   |  |                          |  | 220       | 
|Expense ratio                          |  |                          |  | 12.3%     | 
|Combined ratio                         |  |                          |  | 100.1%    | 

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

Gross revenuesincreased by 125 million (or +7%) to 1,823 million gross of intercompany eliminations driven by favorableportfolio developments in Marine, Property, Motor and Construction.

Net investment result excluding financial expensesincreased by 13 million (or +7%) to 211 million due to a higher assetbase.

The net technical chargesrelating 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 ratioincreased by 0.5 point to 87.8 %.

Expensesincreased by 14 million to -220 million resulting from 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 highcommission rate), and (ii) a slight general expenses decrease (-3 million). As a consequence, the Expense ratiodecreased by 0.5point to 12.3%.

As a result, the combined ratioremained stable at 100.1%.

Income tax expensesincreased by 7 million to -72 million with the effective tax rate decreasing by 1.9 points mainly due to theactivation of past years tax deficits in Germany.

As a result, net incomeincreased by 7 million to 125 million.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Gross revenuesincreased by 5% to 1,697 million or 1,689 million net of intercompany transactions, driven by (i) strongportfolio development in Property (84 million) due to reinsurance program restructuring providing additional underwritingcapacities, (ii) an increase in liability (26 million) and in construction (19 million), partly offset by (iii) a decline in Marine andMotor, as some risks were not renewed in the context of a softening market (45 million).

Net investment result excluding financial expensesincreased by 23 million or +13% to 198 million, resulting from higherfixed maturity revenues stemming from higher asset base.

Other operating income & expenseswere up 40 million or +3% to 1,625 million. Technical charges relating to insuranceactivities decreased by 174 million to 986 million due to the absence of significant events whereas 2005 was marked by majorlosses. As a consequence, the net loss of ceded reinsurance increased by 209 million to 431 million. Acquisition costsimproved by 2 million to 110 million and administrative expenses increased by 6 million to 97 million due to thecombination of commission drop and increased general expenses.

Operating income gross of taxincreased by 35 million to 184 million resulting from the 0.8 point improved combined ratioand higher net investment result.

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Income tax expensesincreased by 14 million to 65 million as the result of higher taxable income.

Net incomeincreased by 21 million to 117 million, reflecting an improvement of the combined ratio and a higher netinvestment income.

*AXA Cessions*

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

Gross revenuesincreased by 12 million to 69 million gross of intercompany transactions because of higher gross writtenpremiums. Net incomeincreased by 2 million to 16 million resulting from higher net realized investment gains partly offset byhigher general expenses and income tax charge.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Gross revenuesdecreased by 3 million to 57 million. Net incomeincreased by 5 million to 13 million notably resultingfrom a higher net technical result and a higher net investment income partly offset by an increase in general expenses.

*AXA Assistance*

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

Gross revenuesincreased by 15% to 809 million gross of intercompany transactions mainly due to Home Serve business in theUnited Kingdom (+27 million), increased premiums in Travel business in Germany (+15 million) and a good commercialperformance in France.

Other operating income and expensesincreased by 115 million to -781 million mainly due to an increase in technical chargesrelating to insurance activities, acquisition costs and administrative expenses.

Net incomedecreased by 3 million to 19 million, resulting from the increase in expenses.

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YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Gross revenuesincreased by 81 million (+13%) to 702 million resulting from (i) increased business with car manufacturers(France), and (ii) positive net new inflows on travel insurance (mainly Germany) and home services providers (France, UnitedKingdom), as well as the gain of some major contracts in the United States.

Net investment result excluding financial expensesincreased slightly by 3 million to 10 million mainly due to net investmentincome.

Net incomedecreased by 21 million to 22 million mainly due to the non recurrence of the 2005 sale of CAS, a U.K. basedsoftware company (net impact of +23 million in 2005).

*Other international activities*

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

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

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

On December 21, 2006, AXA REs business was sold to Paris Re Holding Limited, with the risks and corresponding net incomerelated to AXA REs 2006 claims experience accruing to Paris Re Holdings Limited. As a result, AXA REs contribution to AXAconsolidated accounts corresponds mainly to the result of the run-off of the 2005 and prior years reserves of AXA RE. Thiscontribution for fiscal year 2006 is presented as part of the Other International Activities segment.

Net incomefrom Other International Insurance Activities increased by 123 million to 92 million, mainly reflecting (i) thecontribution of AXA RE run-off portfolio (22 million driven by favorable claims experience on 2005 and prior years), (ii) a 43million higher result on the other non Life run-off portfolios mainly due to the positive result generated by the commutation ofsome large portfolios, and (iii) a 66 million gain after tax on the sale of AXA REs business.

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**Asset Management Segment**

The Asset Management segment includes third-party asset management and asset management on behalf of AXA insurancecompanies. The tables below present the revenues and net income for the Asset Management segment for the periods indicated:

CONSOLIDATED GROSS REVENUES

|                                            |  |         |  |         |  | (in Euro million) | 
|------------------------------------------- |  | ------- |  | ------- |  | ----------------- | 
|                                            |  | FY 2007 |  | FY 2006 |  | FY 2005           | 
|AllianceBernstein                           |  | 3,277   |  | 3,102   |  | 2,587             | 
|AXA Investment Managers                     |  | 2,006   |  | 1,679   |  | 1,195             | 
|TOTAL (a)                                   |  | 5,283   |  | 4,781   |  | 3,783             | 
|Intercompany transactions                   |  | (420)   |  | (375)   |  | (343)             | 
|Contribution to consolidated gross revenues |  | 4,863   |  | 4,406   |  | 3,440             | 

(a) Before elimination of intercompany transactions.

NET INCOME

|                           |  |                          |  |           |  |      |  | (in Euro million) | 
|-------------------------- |  | ------------------------ |  | --------- |  | ---- |  | ----------------- | 
|                           |  | Years ended December 31, |  | Variation | 
|                           |  | 2007                     |  | 2006      |  | 2005 |  | 2007 / 2006       | 
|AllianceBernstein          |  | 313                      |  | 394       |  | 254  |  | (80)              | 
|AXA Investments Managers   |  | 274                      |  | 216       |  | 156  |  | 58                | 
|Contribution to net income |  | 588                      |  | 610       |  | 411  |  | (22)              | 

In 2007, the Asset Management segment accounted for 5% of AXAs consolidated gross revenues after elimination ofintercompany transactions (6% in 2006 and 5% in 2005). The Asset Management segment had a positive contribution to AXAs2007 consolidated net income of 10% (positive contributions in 2006: 12%, and in 2005: 10%).

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AllianceBernstein

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

|                                                                                  |  |         |  |         |  | (In Euro million) | 
|--------------------------------------------------------------------------------- |  | ------- |  | ------- |  | ----------------- | 
|                                                                                  |  | FY 2007 |  | FY 2006 |  | FY 2005           | 
|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                                                    |  | 3,277   |  | 3,102   |  | 2,587             | 
|Total revenues                                                                    |  | 3,277   |  | 3,102   |  | 2,587             | 
|Change in unearned premiums net of unearned revenues and fees                     |  | -       |  | -       |  | -                 | 
|Net investment income                                                             |  | 22      |  | 44      |  | -                 | 
|Net realized investment gains and losses                                          |  | 7       |  | 54      |  | 34                | 
|Change in fair value of financial instruments at fair value through profit & loss |  | -       |  | -       |  | -                 | 
|Change in financial instruments impairment                                        |  | -       |  | -       |  | -                 | 
|Net investment result excluding financing expenses                                |  | 29      |  | 98      |  | 34                | 
|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                                                           |  | (2,054) |  | (1,945) |  | (1,834)           | 
|Change in tangible assets impairment                                              |  | -       |  | -       |  | -                 | 
|Change in goodwill impairment and other intangible assets impairment              |  | -       |  | -       |  | -                 | 
|Other income and expenses                                                         |  | (252)   |  | (259)   |  | (20)              | 
|Other operating income and expenses                                               |  | (2,306) |  | (2,204) |  | (1,854)           | 
|Income from operating activities before tax                                       |  | 1,001   |  | 996     |  | 767               | 
|Income arising from investment in associates - Equity method                      |  | -       |  | -       |  | -                 | 
|Financing debts expenses                                                          |  | (20)    |  | (21)    |  | (21)              | 
|Operating income before tax                                                       |  | 980     |  | 974     |  | 746               | 
|Income tax                                                                        |  | (317)   |  | (216)   |  | (207)             | 
|Net operating result                                                              |  | 664     |  | 759     |  | 539               | 
|Result from discontinued operations net of tax                                    |  | -       |  | -       |  | -                 | 
|Net consolidated income                                                           |  | 664     |  | 759     |  | 539               | 
|Split between : Net income Group share                                            |  | 313     |  | 394     |  | 254               | 
|Minority interests share in net consolidated income                               |  | 350     |  | 365     |  | 285               | 

The commentaries below are based on the operating results of the segment before elimination of intercompany transactions (referto Note 3 Segmental Information included in the consolidated financial statements in Item 18 of this Annual Report on Form20-F for further information).

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 billionacross 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.

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Gross revenuesincreased by 15% on a comparable basis to 3,277 million, largely due to higher base fees (+25%, with +28% ininstitutional 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, institutionalresearch and other fees) were up 10%.

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

Income tax expensesincreased by 101 million to -317 million. On a constant exchange rate basis, income tax expensesincreased by 130 million (+60%) due to +15% higher pre tax-earnings, a higher effective tax rate resulting from increasedearnings 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 inAllianceBernstein increased 3 points from approximately 60.3% at December 31, 2006 to 63.2% at December 31, 2007.

Net incomedecreased 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 86million, mainly dilution gain from the issuance of AllianceBernstein Holding units and related reversal of deferred tax Liabilityfrom prior period.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Assets under Management(AUM) increased by 54 billion to 544 billion, driven by strong market appreciation (72 billion)and strong net inflows across all client categories (38 billion, of which 22 billion from institutional clients, 10 billion fromretail and 7 billion from private clients) partly offset by unfavorable exchange rate impact (57 billion).

Gross revenuesincreased by 20%, or 25% on a comparable basis, due to higher investment advisory fees driven by 18% higheraverage AUM as a result of net new business inflows, and market performance, and higher performance fees.

General expenses (Other operating income and expenses) increased by 350 million or up 19%, mainly as a result of highercompensation expense (+230 million) from increased earnings, increased occupancy from expansion of offices in New York andoverseas (+39 million).

Income tax expensesincreased by 9 million to 216 million, due to higher pre tax earnings, partly offset by the reversal ofdeferred tax liabilities from prior periods.

Net incomeincreased by 139 million to 394 million or by 143 million on a constant exchange rate basis mainly due tobusiness growth and improved efficiency, but also to a 86 million dilution gain in 2006 (resulting from the issuance ofAllianceBernstein units and reversal of a deferred tax liability from prior period).

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*AXA Investment Managers (AXA IM)*

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

|                                                                                  |  |         |  |         |  | (In Euro million) | 
|--------------------------------------------------------------------------------- |  | ------- |  | ------- |  | ----------------- | 
|                                                                                  |  | FY 2007 |  | FY 2006 |  | FY 2005           | 
|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                                                    |  | 2,006   |  | 1,679   |  | 1,195             | 
|Total revenues                                                                    |  | 2,006   |  | 1,679   |  | 1,195             | 
|Change in unearned premiums net of unearned revenues and fees                     |  | -       |  | -       |  | -                 | 
|Net investment income                                                             |  | 56      |  | 41      |  | 27                | 
|Net realized investment gains and losses                                          |  | 1       |  | (3)     |  | (0)               | 
|Change in fair value of financial instruments at fair value through profit & loss |  | (22)    |  | 47      |  | 11                | 
|Change in financial instruments impairment                                        |  | -       |  | -       |  | 0                 | 
|Net investment result excluding financing expenses                                |  | 35      |  | 84      |  | 38                | 
|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                                                           |  | (1,593) |  | (1,343) |  | (973)             | 
|Change in tangible assets impairment                                              |  | (0)     |  | (0)     |  | (0)               | 
|Change in goodwill impairment and other intangible assets impairment              |  | -       |  | -       |  | -                 | 
|Other income and expenses                                                         |  | 1       |  | (5)     |  | 1                 | 
|Other operating income and expenses                                               |  | (1,592) |  | (1,348) |  | (972)             | 
|Income from operating activities before tax                                       |  | 449     |  | 416     |  | 262               | 
|Income arising from investment in associates - Equity method                      |  | -       |  | -       |  | -                 | 
|Financing debts expenses                                                          |  | (18)    |  | (11)    |  | -                 | 
|Operating income before tax                                                       |  | 430     |  | 405     |  | 262               | 
|Income tax                                                                        |  | (107)   |  | (146)   |  | (73)              | 
|Net operating result                                                              |  | 323     |  | 258     |  | 188               | 
|Result from discontinued operations net of tax                                    |  | -       |  | -       |  | -                 | 
|Net consolidated income                                                           |  | 323     |  | 258     |  | 188               | 
|Split between : Net income Group share                                            |  | 274     |  | 216     |  | 156               | 
|Minority interests share in net consolidated income                               |  | 49      |  | 42      |  | 32                | 

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 5billion Net New Money (including 5 billion from Third-party institutional clients), 7 billion market appreciation and 68 billionchange in scope (mainly from the integration of Winterthur), partly offset by -16 billion unfavorable exchange rate variation.

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

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

Net incomeincreased by 58 million to 274 million mainly driven by the operating income growth.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Assets Under Managementwere 485 billion as at December 31, 2006 increasing by 53 billion compared to December 2005,driven by (i) 35 billion net new money inflow, mainly from third-party institutional clients (23 billion), and retail clients (11billion), (ii) 20 billion of favorable market impact, partly offset by (iii) 4 billion unfavorable exchange rate.

Gross revenuesincluding those earned from AXA insurance companies eliminated in consolidation, increased by 484 million,or +40% to 1,679 million. Excluding fees retroceded to distributors, AXA Framlington impact (13 million in 2005 and 126million in 2006), and exchange rate variation (2 million), net revenues grew by 30% on a comparable basis, driven by higheraverage AUM (+16% on a comparable basis), a positive client and product mix evolution, and higher performance fees.

General expenses (Other operating income and expenses) increased by 376 million to 1,348 million. Excluding +115million commissions paid to third-party agents and +88 million of AXA Framlington impacts, expenses increased, at a lowerpace than revenues, by 28% to 782 million, notably given the increase of staff to support the business development, importantinvestments in projects and higher staff incentives.

Net incomeincreased by 60 million to 216 million mainly due to business growth, favorable client and product mix evolutionand improved efficiency.

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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)
|------------------------------------------- |  | ------- |  | ------- |  | -----------------
|                                            |  | FY 2007 |  | FY 2006 |  | FY 2005          
|AXA Bank (Belgium)                          |  | 246     |  | 306     |  | 339              
|AXA Banque (France)                         |  | 85      |  | 62      |  | 70               
|Others(a)                                   |  | 43      |  | 32      |  | 28               
|TOTAL (b)                                   |  | 374     |  | 400     |  | 437              
|Intercompany transactions                   |  | (35)    |  | (22)    |  | (13)             
|Contribution to consolidated gross revenues |  | 339     |  | 377     |  | 424              

(a) Includes notably German banks.

(b) Before elimination of intercompany transactions.

NET INCOME

|                           |                          |  |           |  |      |  | (in Euro million) | 
|-------------------------- | ------------------------ |  | --------- |  | ---- |  | ----------------- | 
|                           | Years ended December 31, |  | Variation | 
|                           | 2007                     |  | 2006      |  | 2005 |  | 2007 / 2006       | 
|AXA Bank (Belgium)         | 12                       |  | 31        |  | 69   |  | (18)              | 
|AXA Banque (France)        | (4)                      |  | (17)      |  | (11) |  | 14                | 
|Others(a)                  | (3)                      |  | (3)       |  | 3    |  | 0                 | 
|Contribution to net income | 6                        |  | 10        |  | 60   |  | (4)               | 

(a) Includes notably German banks

In 2007, the Banking segment accounted for 0.4% of AXAs consolidated gross revenues after elimination of intercompanytransactions (0.5% in 2006 and 1% in 2005). This segment contributed for 0.1% to AXAs consolidated net income in 2007 (in2006: 0.2% and 2005: 1.4%).

YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED DECEMBER31, 2006

AXA Bank (Belgium)Net banking revenueswere down -60 million or 20% to 246 million gross of intercompany transactions. On a comparablebasis (since the first half year 2007, commissions paid on deposit accounts and current accounts are included in net revenues frombanking activities and not anymore in bank operating expenses), net banking revenues were down -38 million or 15%, in thecontext of an unfavorable yield curve and higher refinancing costs following higher short term interest rates.

Net incomedecreased 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 (-5million) partly offset by the change in fair value of loans covered by fair value hedge and related derivatives (15 million) and theincrease in commercial margin (+18 million).

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AXA Banque (France)Net incomeincreased by 14 million to -4 million, reflecting a 14 million less negative impact of the change in fair value ofmacro-hedge derivative instruments (from -17 million to -4 million).

AXA Bank (Germany)Net banking revenuesdecreased by 3 million to 24 million gross of intercompany transactions mainly due to increasingrefinancing expenses for the credit business.

Net incomedecreased by 4 million to -2 million due to lower revenues and higher expenses.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

AXA Bank (Belgium)Net incomedecreased by 38 million to +31 million mainly due to a decrease in net revenues (33 million). This decrease wasmainly due to lower capital gains (19 million), the change in fair value of derivatives (12 million), and lower interest marginand fee income (9 million). Operating expenses increased mainly due to the non recurrence of the 2005 reversal of a provisionfor risks related to loan activities in France, following a favorable court decision (+16 million). Income tax decreased by 24million following the lower operating income gross of tax (62 million).

AXA Banque (France)Net incomedecreased from 11 million to 17 million resulting from a 14 million impact of the change in fair value ofmacro-hedging derivative instruments, partly offset by increased activity and stable expenses.

AXA Bank (Germany)Net incomeremained stable at 3 million.

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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, |  |       | 
|                               |  | 2007                     |  | 2006  |  | 2005Restated(a) |  | 2005Published     | 
|AXA SA                         |  | (532)                    |  | (584) |  | (183)           |  | (328)             | 
|Other French Holding companies |  | (21)                     |  | 22    |  | 1               |  | 1                 | 
|Foreign Holding companies      |  | 245                      |  | (183) |  | (318)           |  | (318)             | 
|Others                         |  | 20                       |  | 33    |  | 22              |  | 22                | 
|Contribution to net income     |  | (287)                    |  | (712) |  | (478)           |  | (623)             | 

(a) Restated means: following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity.

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

Net incomeamounted to -287 million in 2007. Excluding the contribution of Winterthur in 2007 (-40 million) and on aconstant 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 rateand foreign exchange derivatives instruments not considered as hedge accounting partly offset by -17 million of Winterthurintegration costs (wind down costs related to the head office).

Partly offset by:

(ii) AXA France Assurances net income decreased by 18 million to -25 million mainly due to higher tax expenses (+12million) resulting from higher dividends (eliminated in consolidation) received from operational entities and the non recurring2006 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 derivativesnot eligible to hedge accounting (a 30 million loss in 2007 versus a 15 million profit in 2006).

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Net incomedecreased by 234 million to 712 million in 2006, this reduction resulting from the combination of the following:

(i) AXA SAs net income decreased by 401 million to 584 million mainly due to:

 a -404 million change in the mark-to-market of interest rate derivative instruments not considered as hedge accounting,mainly due to: (i) 174 million related to interest swaps denominated in Euro covering the long-term

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interest risk of long- term debts due to the increase of Euro interest rate during 2006, (ii) 69 million due to a decrease on CHF interest rates linked to long-term CHF denominated swaps (CHF5 billion nominal value) used to finance Swiss assets of Winterthur, and (iii) 133 million related to a lower increase of U.S. dollar interest rates linked to currency swaps in 2006 compared to 2005, and

 as the 69 million financial income in 2006 on proceeds from Winterthur financing (rights and TSS issues) was more thanoffset by (i) 30 million resulting from some non recurring costs related to share based compensation plans, (ii) a 20million higher financial charge mostly related to the financing of the Finaxa exchangeable bond buy-back and the dilutioncontrol program partly offset by positive volume effects due to increasing cash flows received from entities, and (iii) a nonrecurring tax benefit of 39 million in 2006 compared to 70 million in 2005.

(ii) Other French holdings net income improved by +21 million to 22 million as a result of:

 a 33 million increase in net income in AXA France Assurance due to the non recurrence of the 2005 14 millionsettlement with Armenian policyholders, higher realized gains, and a tax gain on the 2005 settlement with Nationwideequities, and

 partly offset by lower net income in other French holdings, down 12 million mainly due to the change in fair value ofderivatives (a 15 million profit in 2006 versus a 28 million profit in full-year 2005).

(iii) Other foreign holdings net income improved by 135 million to 183 million mainly driven by a +94 million increase atAXA Financial, reflecting the 69 million non recurrence of the 2005 loss on the sale of Advest and a 43 million favorableincome tax settlement in 2006 related to the sale of DLJ in 2000.

Glossary

*Comparable basis*On a comparable basis means that the data for the current year period were restated using the prevailing foreign currencyexchange rate for the same period of prior year (constant exchange ratebasis). It also means that data in one of the two periodsbeing compared were restated for the results of acquisitions, disposals and business transfers (constant structuralbasis) and forchanges in accounting principles (constant methodologicalbasis).

*Earnings per share*Diluted earnings per share (diluted EPS) represent AXA's consolidated earnings, divided by the weighted average number ofoutstanding ordinary shares, on a diluted basis (that is to say including the potential impact of all outstanding dilutive stockoptions being exercised performance shares, and conversion of existing convertible debt into shares provided that their impact isnot anti-dilutive).

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

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Current accident year loss rationet of reinsurance is the ratio of:

(i)[current year claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on currentaccident year excluding the recurring interests credited to the insurance annuity reserves], to

(ii) Earned revenues, gross of reinsurance.

All accident year loss rationet of reinsurance is the ratio of:

(i)[ all accident years claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on allaccident years excluding the recurring interests credited to the insurance annuity reserves ], to

(ii)Earned revenues, gross of reinsurance.

Expense ratiois the ratio of:

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

(ii) Earned revenues, gross of reinsurance.

The combined ratiois the sum of (i) the expense ratio and (ii) the loss ratio (all accident years).All ratios exclude integration costs related to the Winterthur acquisition.

*Specific to 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.

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Liquidity and capital resources

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part II, Section 2.4 Liquidity and Capital Resourcespages 110 to 113.

Supplementary information-contractual obligations and specificinformation 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 tablebelow as at December 31, 2007.

|                                                                                                                                   |  |                                      |  |                                   |  |                       |  | (in Euro million)      | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | --------------------------------- |  | --------------------- |  | ---------------------- | 
|                                                                                                                                   |  | Carryingvalue by contractualmaturity |  | Total carrying value              | 
|                                                                                                                                   |  | 12 months or less (a)                |  | More than 1 year upto 5 years (b) |  | More than 5 years (c) |  | as at December 31,2007 | 
|Financing debt                                                                                                                     |  | 2,829                                |  | 1,654                             |  | 6,563                 |  | 11,046                 | 
|Other debt instruments issued, notes and bank overdrafts                                                                           |  | 3,373                                |  | 973                               |  | 1,912                 |  | 6,258                  | 
|Liabilities arising from insurance and investment contracts(d)                                                                     |  | 23,461                               |  | 70,482                            |  | 308,239               |  | 402,182                | 
|of which Life & Savings liabilities relating to contracts including a surrender option with some surrender benefit before maturity |  | 11,663                               |  | 49,030                            |  | 207,362               |  | 268,054                | 
|Total                                                                                                                              |  | 29,663                               |  | 73,109                            |  | 316,714               |  | 419,486                | 

(a) Relates to payments due in 2008.

(b) Relates to payments due from 2009 to 2013.

(c) Relates to payments due in 2014 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 duration 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 551 million.

This table includes financing debt and other debt(including subordinated debt issued by the Company and its subsidiaries andnon-subordinated debt) (please refer to detailed disclosure in Notes 16 and 17 to the consolidated financial statements included inItem 18 of this Annual Report on Form 20-F) and excludes the effect of related

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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 theconsolidated 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 atliquidation or through economic compulsion, the Company experienced, in the past, patterns of reimbursements. Some of theseinstruments contain the following features:

 calls on certain dates, at the Groups option, giving AXA the ability to repurchase the instrument at principal amount beforea 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 marketconditions.

As described above, AXA also borrowed amounts from credit institutions, amounting to 4,873 million at the end of 2007,including bank overdrafts for 1,493 million (At the end of 2006: 4,094 million and 1,338 million respectively, and at the endof 2005: 6,194 million and 762 million respectively). Of the total amounts owed, nearly all of the arrangements are payable ondemand, except those of the Company.

The table also includes the breakdown of projected payments and surrenders related to Life & Savings and Property & Casualtyinsurance and investment contractsexcluding contracts where the financial risk is borne by policyholders. Actual maturitiesmay differ significantly from the estimates set out below, mainly because, as already mentioned, some of the contracts contain asurrender 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 consolidatedfinancial statements, and are higher than the published balance sheet figures because they represent expected cash flows withoutany discounting element. They are also shown net of inflows of periodical premiums payable by policyholders.

AXA also has contractual obligations: (i) to policyholders and/or designated beneficiaries in respect of life, health, retirementcontracts and other savings-related contracts, and (ii) to policyholders in respect of Property & Casualty contracts including coverfor automobile, homeowners/household, property and general liability insurance for both personal and commercial customers(small to medium-sized companies), large insurance risk cover for large national and international corporations, and reinsurance.These obligations include paying death claims, making annuity payments or paying claims arising from an insurable loss event.The timing of such payments depends on such factors as the mortality and persistency of its customer base and the occurrence ofinsurable loss events (refer to Note 14 to the consolidated financial statements included in Item 18 of this Annual Report on Form20-F).

In addition, from time to time, the Company and/or its subsidiaries may become involved in contractual arrangements to which anunconsolidated entity is a party, which may assume many different forms such as guarantees, subordinated retained interests inassets transferred, derivative instruments, obligations under variable interest entities including special purpose entities and othercontingent arrangements. Information on contingent commitments material to AXA can be found in Notes to the consolidatedfinancial statements included in Item 18 of Annual Report on Form 20-F, specifically: Note 16 for Financing debt, Note 17 forPayables, and Note 28 for contingent assets and liabilities and unrecognized contractual commitments.

In addition, specific to our U.S. operations, AXA Financial has obligations under contingent commitments at December 31, 2007,including: AXA Financials and AllianceBernsteins respective revolving credit facilities and commercial paper programs;AllianceBernsteins $100.0 million ECN program; AXA Financials $1.96 billion of undrawn letters of credit;

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AllianceBernsteins $125.0 million guarantee on behalf of SCBL (Sanford C. Bernstein Limited (U.K. company), a wholly-owned subsidiary of AllianceBernstein that provides institutional research services primarily in Europe); and AXA Financials guarantees or commitments to provide equity financing to certain limited partnerships of $863.9 million. In January 2008, AllianceBernsteinsigned a guarantee related to SCB LLCs $950.0 million three-year revolving credit facility; AXA has also agreed to guaranteeSCB LLCs obligation under that credit facility. AllianceBernstein will reimburse AXA to the extent AXA must pay on itsguarantee.

Further, AXA Financial is exposed to potential risk related to its own ceded reinsurance agreements with other insurers and toinsurance guaranty fund laws in all 50 states, the District of Columbia and Puerto Rico. Under these laws, insurers doing businessin these states can be assessed amounts up to prescribed limits to protect policyholders of companies that become impaired orinsolvent.

Given the nature of the Group activities (no securitization of AXA's own invested assets), the current market conditions did notlead to the consolidation of off balance sheet special purpose vehicles originated by the Group.

For additional information on contingent assets and liabilities and unrecognized contractual commitments, refer to Note 28 to theconsolidated financial statements included in Item 18 of this Annual Report on Form 20-F.

Consolidated Cash Flows

As described in note 1.19 of the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F, theCash and cash equivalents item in the statement of consolidated cash flows excludes cash backing contracts where the financialrisk is borne by policyholders (unit-linked contracts). Furthermore, as described in note 1.10 of the consolidated financialstatements included in Item 18 of this Annual Report on Form 20-F, the contribution of discontinued operations is stated on aseparate line of the income statement. As a consequence, 2006 figures presented below have been restated to take into accountthese changes.

Net cash provided by operating activities totaled 19.4 billion for the year ended December 31, 2007, as compared to 19.2 billionfor the year ended December 31, 2006, in line with evolution of operational performance.

Net cash used in investing activities was 18.5 billion in 2007, as compared to 26.0 billion in 2006. Net cash used in thepurchase and sale of financial invested assets amounted to 23.2 billion (25.5 billion in 2006).

Cash used in the purchase of subsidiaries and affiliated companies (net of cash acquired) amounted to 3.3 billion in 2007 andprincipally consisted of the acquisitions of MPS Vita and Danni, Alpha insurance, Thinc Group, Stuart Alexander, LaytonBlackham, Smart & Cook, Swiftcover, Kyobo Auto and ELLA bank.

Cash received from the disposal of subsidiaries and affiliated companies amounted to 2.7 billion in 2007 and principallyconsisted of the sale of the Netherlands operations and Winterthurs U.S. Property & Casualty subsidiary.

In 2006, cash used in the purchase of subsidiaries and affiliated companies (net of cash acquired) amounted to 6.9 billion andmainly consisted of the acquisition of the Winterthur Group.

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Net cash relating to financing activities totaled -3.2 billion in 2007 mainly due to (i) -1 billion equity instruments repayment(including -833 million repayment of deeply subordinated debt), (ii) a capital reduction of -1.9 billion by cancelling sharesacquired under the share buyback program, and(iii) dividends payments of -2.7 billion, partly offset by (iv) 2.5 billion equityinstruments issued (including 1.7 billion issue of perpetual deeply subordinated note and an employee share offering for 552million).

Net cash relating to financing activities totaled +6.5 billion in 2006 mainly due to 8.6 billion equity instruments issued(including a rights issue with preferential subscription rights made on July 11, 2006 for a total amount of 4.0 billion and a 3.8billion issue of perpetual deeply subordinated notes both to finance the acquisition of Winterthur, an employee share offering for375 million), partly offset by a -2.1 billion dividend payments and a capital reduction of -0.3 billion by cancelling sharesacquired under the share buyback program.

At December 31, 2007, total consolidated net cash and cash equivalents amounted to 17.2 billion, net of 1.5 billion bankoverdrafts classified under "Other debt instrument issued and bank overdrafts" in the consolidated balance sheet (at the end of2006: 19.8 billion net cash and 1.3 billion of bank overdrafts respectively).



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Item 6. Directors, Senior Management andEmployees

The information required by this Item is incorporated by reference herein from the AXA Group 2007Annual Report, Part III, Sections 3.1 and 3.2 pages 116 to 153. In addition, please see the information setforth below in this Item 6.

Statement on corporate governance as required by section 303A-11 of the New York StockExchange's Listed Company ManualThe following is a brief explanation of the principal ways in which AXA's corporate governance practicesdiffer from the New York Stock Exchange corporate governance rules applicable to U.S. domesticcompanies listed on the NYSE.

Many of the corporate governance rules in the NYSE Listed Company Manual (the "NYSE GovernanceRules") do not apply to AXA as a "foreign private issuer". However, Rule 303A-11 requires foreign privateissuers to describe significant differences between their corporate governance standards and the corporategovernance standards applicable to U. S. companies listed on the NYSE. While management believes thatAXA's corporate governance practices are similar in many respects to those of U.S. companies listed onthe NYSE and provide investors with protections that are comparable in many respects to those envisionedby 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 aswell 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 SupervisoryBoard committees that have been established and AXA's Management Board are set forth in the AXAGroup 2007 Annual Report, Part III, Section 3.1 (pages 116 to 131). In addition to complying with allapplicable laws and regulations concerning corporate governance, AXA's governance principles andpractices and its financial communications also take into account various "best practices" that havedeveloped in recent years in the French, broader European, and U.S. markets. While these best practices areoften not mandatory for AXA from a technical point of view, management believes that many of them havebecome (or will develop into) de facto market standards for large international companies such as AXA asthey provide shareholders and financial markets with an important measure of transparency. Managementalso believes that these best practices help facilitate effective and transparent interaction and dialoguebetween AXA's Supervisory Board and Management Board.

AXA has a dual board structure, consisting of a Supervisory Board elected by the shareholders and aManagement Board appointed by the Supervisory Board. This dual governance structure provides aframework governing the exercise of corporate power separating the powers of management (exercised bythe Management Board) from those of supervision (exercised by the Supervisory Board). Unlike the Boardof Directors of a U.S. company which often includes executive (i.e. "inside") directors, under French law,AXA's Supervisory Board may not include any members of executive management or other employeessubject only to a limited exception that permits shareholders to elect an employee representative to theSupervisory Board under certain circumstances1. The Supervisory Board evaluates the independence of itsmembers using various criteria including, among others, the recommendations set forth in various

1 Under French law, in cases where the employees, as a group, collectively, hold more than 3% of a company's outstanding ordinaryshares, the company is required to present one or more "employee-representative" candidates for election to its Supervisory Board.This "employee-representative" represents the interest of the employee shareholders. At their Annual Shareholders Meeting on April22, 2008, AXA's shareholders elected a new "employee representative" to AXA's Supervisory Board in accordance with therequirements of French law.

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French reports on corporate governance published by the Association Française des Entreprises Privées(AFEP) and the Mouvement des Entreprises de France(MEDEF) (i.e. the Bouton Report as well as the Vienot I and Vienot II reports), as well as the standards set forth in the Sarbanes-Oxley Act for assessingindependence of Audit Committee members. We believe that these criteria for independence are generallyconsistent with those of the NYSE Governance Rules (i.e. an independent director may have no materialfinancial or other relationship with an issuer that would give rise to an actual or perceived conflict ofinterest); however, the specific tests of "independence" differ on certain points.

Under French law, the committees of the Supervisory Board are advisory in nature and have noindependent or delegated decision making authority. This is different than in a U.S. company listed on theNYSE 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 Frenchlaw, ultimate decision making authority rests with the Supervisory Board and board committees arecharged with examining matters within the scope of their charter and making recommendations on thesematters to the Supervisory Board. In addition, under French law the decision as to appointment of acompany's independent financial statement auditors belongs to the company's shareholders and must bemade by the shareholders at their annual general meeting upon recommendation of the Supervisory Board.This is different than in the case of a U.S. company listed on the NYSE where the NYSE Governance Rulesrequire this decision to be made by the Audit Committee of the Board. In light of the NYSE GovernanceRules and the requirements of Sarbanes, however, AXA's Supervisory Board has approved an AuditCommittee Charter providing that the Audit Committee is responsible, to the extent permitted by Frenchlaw, for the appointment, compensation, retention and oversight of AXA's independent financial statementauditors 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 only a single independent financialstatement 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 theNYSE Governance Rules (i.e. the audit of a listed company's accounts must be conducted by auditorsindependent from company management).

With respect to approval of employee benefit plans, the NYSE Governance Rules require shareholderapproval of all equity compensation plans and material revisions to such plans. The definition of "equitycompensation plans" covers plans that provide for the grant to employees or directors of either newlyissued securities or treasury securities. Under French law, AXA's shareholders must approve the aggregatenumber of ordinary shares that may be issued by AXA in connection with any stock option or similarequity based compensation plan that involves issuance of new shares by AXA. This shareholder approval isrequired regardless of whether the plan is for top management only or for employees generally. UnderFrench law, however, shareholders are not required to approve all specific terms of such plans oramendments to them. In addition to this specific requirement for stock option and similar equity basedcompensation plans, French law requires AXA's shareholders to approve other increases of share capital ingeneral.

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 onehand, and its directors and officers, on the other hand. While the precise scope of this requirement and itsapplication may differ from those applicable to U.S. companies listed on the NYSE, this requirement isgenerally consistent with various provisions in the NYSE Governance Rules that require disclosure and/orapproval 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 of1934 (the "Exchange Act") that impose certain disclosure and procedural requirements for proxysolicitations under Section 14 of the Exchange Act. In addition, AXA's officers, directors and principalshareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 ofthe Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of AXAordinary shares and ADRs. Moreover, AXA is not required to file periodic reports and financial statementswith the SEC as frequently or as promptly as U.S. companies whose securities are

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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 available thanthere is for U.S. listed companies. In addition, as a "foreign private issuer", AXA's Chief Executive Officerand Chief Financial Officer are required to file the certifications required by Sections 302 and 906 ofSarbanes on an annual basis (with the filing of AXA's Annual Report on U.S. Form 20-F) rather than on aquarterly 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 thisAnnual Report on Form 20-F, and (ii) certain risks related to our operations including certain risks relatedto governance and NYSE listing matters, please see Item 3 - "Key information - Risk Factors" of thisAnnual Report on Form 20-F.

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Item 7. Major Shareholders and Related PartyTransactions

The information required by this Item is incorporated by reference herein from the AXA Group 2007Annual Report, Part III, Section 3.4 pages 156 to 159. In addition, please see the information set forthbelow in this Item 7.

As of December 31, 2007, to the best of the Company's knowledge based on the information available to it,the Company had approximately:

-  10,482 total registered holders of its ordinary shares (i.e. holding in nominative form); and

-  90,300,936 ADSs outstanding, representing approximately 4.4% of the outstanding ordinaryshares, held by registered holders.

Substantially all of the AXA ADSs were held by U.S. residents. As of December 31, 2007, to the best ofthe Company's knowledge based on the information available to it, approximately 16.06% of theCompany's total outstanding ordinary shares were held by U.S. residents (including the ordinary sharesheld through the ADR program).

Item 8. Financial Information

The information required by this Item is incorporated by reference herein from the AXA Group 2007Annual Report, Part IV, Section 4.3 page 195.

Item 9. The Offer and Listing

The principal trading market for the Company's ordinary shares is the Compartment A of Euronext Paris.The AXA ADSs, each representing one AXA ordinary share, and AXA's ADRs are listed on the New YorkStock Exchange.

Trading on Euronext Paris

Official trading of listed securities on Euronext Paris, including the Company's ordinary shares, istransacted through French stockbrokers (sociétés de bourse)and takes place continuously on each businessday in Paris from 9:00 a.m. to 5:25 p.m. (Paris time), with a fixing of the closing price at 5:30 p.m.

In France, the Company's ordinary shares are included in the principal index published by Euronext Paris(the "CAC 40 Index"). The Company's ordinary shares are also included in Euronext 100, the indexrepresenting Euronext's blue chip companies based on market capitalization. The Company's ordinaryshares are also included in the Dow Jones STOXX 50 and Dow Jones Euro STOXX 50, blue chip indicescomprised of the 50 most highly capitalized and most actively traded equities throughout Europe andwithin the Eurozone, respectively. In addition, the Company's ordinary shares are also included in the DowJones Euro Stoxx Insurance, the insurance related index for companies within the Eurozone.

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The table below sets forth, for the periods indicated, the reported high and low closing prices in Euro forthe Company's ordinary shares on the Euronext Paris:

|Calendar Period |  | High () (a) |  | Low () (a) | 
|--------------- |  | ------------ |  | ----------- | 
|2003            |  | 16.67        |  | 8.76        | 
|2004            |  | 18.76        |  | 15.47       | 
|2005            |  |              |  |             | 
|First quarter   |  | 20.96        |  | 17.72       | 
|Second quarter  |  | 20.73        |  | 18.55       | 
|Third quarter   |  | 22.62        |  | 20.21       | 
|Fourth quarter  |  | 27.43        |  | 21.93       | 
|Annual          |  | 27.43        |  | 17.72       | 
|2006            |  |              |  |             | 
|First quarter   |  | 29.48        |  | 25.59       | 
|Second quarter  |  | 29.92        |  | 23.41       | 
|Third quarter   |  | 29.52        |  | 24.28       | 
|Fourth quarter  |  | 31.13        |  | 28.07       | 
|Annual          |  | 31.13        |  | 23.41       | 
|2007            |  |              |  |             | 
|First quarter   |  | 34.42        |  | 29.53       | 
|Second quarter  |  | 34.61        |  | 31.00       | 
|Third quarter   |  | 32.72        |  | 27.78       | 
|Fourth quarter  |  | 32.28        |  | 25.33       | 
|Annual          |  | 34.61        |  | 25.33       | 
|2007 and 2008   |  |              |  |             | 
|August 2007     |  | 30.07        |  | 27.78       | 
|September 2007  |  | 31.38        |  | 28.13       | 
|October 2007    |  | 32.28        |  | 29.71       | 
|November 2007   |  | 30.37        |  | 25.33       | 
|December 2007   |  | 28.66        |  | 26.45       | 
|January 2008    |  | 26.98        |  | 22.01       | 
|February 2008   |  | 23.88        |  | 20.99       | 
|March 2008      |  | 23.24        |  | 19.45       | 

(a) Following the issue of new shares with preferential subscription rights made by AXA in June 2006 (see Euronext notice n° 2006- 1670 published on June 14, 2006), historical share prices have been adjusted on the basis of the theoretical value of the right (see Euronext notice n° 2006-1719 published on June 16, 2006).

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Trading on the New York Stock Exchange

The Bank of New York serves as depositary with respect to the Company's ADSs traded on the NYSE.Each ADS represents the right to receive one ordinary share and each ADR represents the right to receiveone ADS.

The table below sets forth, for the periods indicated, the reported high and low closing prices in U.S.dollars for the Company's ADRs on the NYSE:

|Calendar Period |  | High ($) |  | Low($) | 
|--------------- |  | -------- |  | ------ | 
|2003            |  | 21.47    |  | 10.32  | 
|2004            |  | 24.82    |  | 19.18  | 
|2005            |  |          |  |        | 
|First quarter   |  | 28.32    |  | 23.40  | 
|Second quarter  |  | 26.86    |  | 24.17  | 
|Third quarter   |  | 28.75    |  | 24.83  | 
|Fourth quarter  |  | 33.33    |  | 26.96  | 
|Annual          |  | 33.33    |  | 23.40  | 
|2006            |  |          |  |        | 
|First quarter   |  | 35.86    |  | 31.47  | 
|Second quarter  |  | 38.62    |  | 30.13  | 
|Third quarter   |  | 37.80    |  | 30.73  | 
|Fourth quarter  |  | 40.55    |  | 36.92  | 
|Annual          |  | 40.55    |  | 30.13  | 
|2007            |  |          |  |        | 
|First quarter   |  | 45.33    |  | 39.82  | 
|Second quarter  |  | 47.01    |  | 41.19  | 
|Third quarter   |  | 44.96    |  | 37.51  | 
|Fourth quarter  |  | 45.55    |  | 37.72  | 
|Annual          |  | 47.01    |  | 37.51  | 
|2007 and 2008   |  |          |  |        | 
|August 2007     |  | 41.42    |  | 37.51  | 
|September 2007  |  | 44.61    |  | 39.17  | 
|October 2007    |  | 45.55    |  | 42.39  | 
|November 2007   |  | 43.85    |  | 37.72  | 
|December 2007   |  | 42.17    |  | 38.05  | 
|January 2008    |  | 39.69    |  | 33.52  | 
|February 2008   |  | 35.83    |  | 30.67  | 
|March 2008      |  | 36.19    |  | 30.81  | 

Management can give no assurance as to the future market price of the Company's ordinary shares or ADRs, and past price is noindication of future performance.

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Item 10. Additional Information

The information required by this Item is incorporated by reference herein from the AXA Group 2007Annual Report, Part VI pages 380 to 387. In addition, please see the information set forth below in thisItem 10.

Description of AXA 's American Depositary Shares ("ADSs")

The following is a summary of (i) certain provisions of the amended and restated deposit agreement datedApril 27, 2001 (referred to herein as the "deposit agreement"), among AXA, The Bank of New York, asdepositary, and the holders from time to time of ADRs issued under the deposit agreement, and (ii) certainapplicable provisions of French law. This summary describes the material terms and conditions of thedeposit agreement but does not purport to be complete and is qualified in its entirety by reference to thedeposit agreement, which has been filed as an exhibit to the Company's registration statement on Form F-6,filed with the SEC on June 12, 2001 (registration number 333-13376). Additional copies of the depositagreement are available for inspection at the Corporate Trust Office of The Bank of New York in NewYork and at the principal Paris office of the custodian, currently BNP Paribas, or any of their successors.Capitalized terms used in this summary and not otherwise defined shall have the respective meanings setforth in the deposit agreement.

American Depositary Receipts ("ADRs")

Each ADR evidences an ADS, which in turn represents one AXA ordinary share. The ordinary sharesunderlying the ADSs represented by ADRs are deposited with the custodian or any successor custodian,under the terms of the deposit agreement.

Owners of ADRs representing ADSs may hold their ADRs either (i) in street name (or bearer form)through a third-party brokerage or safekeeping account, or (ii) in registered form through an account held atThe Bank of New York pursuant to which the name of each registered owner of uncertificated ADRs isentered in the books and records of The Bank of New York (commonly referred to as the direct registrationsystem). Under the direct registration system, ownership of uncertificated ADRs is evidenced by periodicstatements issued by The Bank of New York to the registered owners of ADRs. The direct registrationsystem includes automated transfers between The Bank of New York and The Depository Trust Company(DTC), the central book-entry clearing and settlement system in the United States. Owners of ADRs whodecide to hold their ADRs through a third-party brokerage or safekeeping account must rely on theprocedures of their brokers or banks to assert their rights as owners of ADRs representing ADSs and shouldconsult with them to determine what those procedures are.

Only persons in whose names ADRs are registered on the books of The Bank of New York will be treatedby The Bank of New York and AXA as owners of ADRs.

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The rights of holders and beneficial owners of ADRs are subject to the same disclosure requirementsregarding acquisition and ownership of ordinary shares as are applicable to holders and beneficial ownersof ordinary shares pursuant to the statutsof AXA or French law, as each may be amended from time totime. Failure to comply with these disclosure requirements may affect the holder's or beneficial owner'sability to give voting instructions in respect of the ordinary shares represented by the ADSs evidenced byADRs. See "AXA Ordinary Shares-Form, Holding and Transfer of Securities" for a description of thedisclosure requirements applicable to AXA ordinary shares.

Deposit and withdrawal of AXA ordinary shares

Under the deposit agreement, upon receipt of notice from the custodian (currently AXA Banque) of adeposit of AXA ordinary shares with the custodian in form satisfactory to it (in the case of AXA ordinaryshares to be held in bearer form), or upon delivery to The Bank of New York of AXA ordinary shares (inthe case of AXA ordinary shares to be held in registered form), together with any required certifications,The Bank of New York will execute and deliver, at its Corporate Trust Office to, or upon the order of, theperson or persons named in such order, an ADR or ADRs registered in the name or names requested bysuch person or persons representing the number of ADSs issuable in respect of that deposit, but only uponpayment to The Bank of New York of its fee for execution and delivery of the ADRs and all applicabletaxes and governmental charges and fees.

Upon surrender of an ADR or ADRs at the Corporate Trust Office of the depositary for the purpose ofwithdrawal of the ordinary shares underlying the ADSs and all other securities, property and cash receivedby the depositary or the custodian in respect of such ordinary shares, which are collectively referred to asthe "Deposited Securities" and are represented by that ADR, and upon payment of the fees and chargesprovided in the deposit agreement and subject to the other provisions of the deposit agreement, theDeposited Securities and the AXA statuts,the owner of the ADR thereby cancelled, is entitled to thedelivery to it, or upon its order, of the Deposited Securities. Delivery of ordinary shares may be made to anaccount designated by the ADR holder in AXA's share register currently maintained by BNP Paribas in thecase of ordinary shares held in registered form, or in an account maintained by an accredited financialintermediary in the case of ordinary shares held in bearer form. Under French law, no fractional AXAordinary shares may be delivered. Therefore, The Bank of New York will only accept the surrender forsuch purpose of ADRs evidencing ADSs which represent a whole number of ordinary shares. As a generalrule, AXA ordinary shares are not issued in certificated form, see "Form, Holding, Transfer of AXAOrdinary Shares". Also, for certain limitations on the withdrawal of AXA ordinary shares, see "Transfer ofAmerican Depositary Receipts" below.

At the request, risk and expense of any owner surrendering ADRs, The Bank of New York will accept at itsCorporate Trust Office proper documents of title, if available, for the Deposited Securities.

Pre-release of ADRs

Unless AXA instructs the depositary not to, and subject to the terms of the deposit agreement, The Bank ofNew York may execute and deliver ADRs prior to the receipt of the ordinary shares underlying the ADSsevidenced by such ADRs which have been so pre-released and may deliver ordinary shares upon the receiptand cancellation of any pre-released ADRs. In addition, the Bank of New York may receive ADRs in lieuof ordinary shares in satisfaction of a pre-release. Each such pre-release of ADRs or delivery of ordinaryshares in respect of a pre-release is:

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-  subject to a written representation from the person to whom ADRs or ordinary shares are to bedelivered that such pre-release or its customer:

o   at the time of the relevant transaction, owns the ordinary shares or ADRs to be remitted,as the case may be,

o   assigns all beneficial right, title and interest in the relevant ordinary shares or ADRs, asthe case may be, to The Bank of New York in its capacity as such and for the benefit ofthe owners of ADRs, and

o   will not take any action with respect to the relevant ordinary shares or ADRs, as the casemay be, that is inconsistent with the transfer of their beneficial ownership, including,without the consent of The Bank of New York, disposing of the relevant ordinary sharesor ADRs, as the case may be, other than in satisfaction of the pre-release;

-  at all times fully collateralized with cash, U.S. government securities or other collateral ofcomparable safety and liquidity, as security for the performance of the pre-release's obligations toThe Bank of New York;

- terminable by The Bank of New York on not more than five business days notice; and

- subject to such further indemnities and credit regulations as The Bank of New York deemsappropriate.

The Bank of New York will also set dollar limits with respect to pre-release transactions to be entered intowith any particular pre-release on a case-by-case basis.

Dividends, other distributions and rights

Owners of ADRs generally have the right to receive distributions in respect of cash dividends anddistributions made by AXA to the depositary or the custodian in respect of the Deposited Securities. ADSholders' receipt of these distributions may be limited, however, by practical considerations and legallimitations. Under the terms of the deposit agreement, owners of ADRs would be entitled to receive suchdistributions in proportion to the number of ADRs held as of a specified record date.

Amounts distributed to owners of ADRs will be reduced by any taxes or other governmentalcharges required to be withheld by the custodian or The Bank of New York, reasonable expenses of thedepositary in foreign currency conversions and any other charges of the depositary as provided for underthe deposit agreement. If The Bank of New York determines that any distribution in cash or property issubject to any tax or governmental charges that The Bank of New York or the custodian is obligated towithhold, The Bank of New York may use the cash, or sell, or otherwise dispose of all or a portion of thatproperty to pay the taxes or governmental charges. See "Taxation."

Cash distributionsThe Bank of New York will convert into U. S. dollars at prevailing market rates all cash dividends and othercash distributions that it or the custodian receives, to the extent that it can do so on a reasonable basis, andtransfer the resulting dollars to the United States. The Bank of New York will distribute to the owners ofADRs, in proportion to the number of ADRs held as of a specified record date, the amount it receives, afterdeducting reasonable and customary currency conversion expenses. If The Bank of New York determinesthat any foreign currency it receives cannot be converted and transferred on a reasonable basis, it maydistribute the foreign currency (or an appropriate document evidencing the right to receive the currency), orhold that foreign currency uninvested, without liability for interest, for the accounts of the owners of ADRsentitled to receive it.

Distributions of ordinary sharesIf AXA distributes ordinary shares as a dividend, The Bank of New York may, subject to the terms of thedeposit agreement with respect to the deposit of ordinary shares and the issuance of ADRs, and subject toany registration requirements under the U.S. securities laws, with AXA's approval, and will, at AXA'srequest, distribute to owners of ADRs new ADRs representing the ordinary shares. The Bank of New Yorkwill distribute only whole ADRs. It will sell the

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ordinary shares that would have required it to use fractional ADRs and then distribute the proceeds in thesame way it distributes cash. If The Bank of New York deposits the ordinary shares but does not distributeadditional ADRs, the existing ADRs will also represent the new ordinary shares.

Rights to subscribe for additional ordinary shares and other rightsIf holders of ordinary shares have the option of receiving a dividend in cash or in ordinary shares, AXAmay also grant that option to owners of ADRs. However, AXA may elect not to offer ordinary shares toADR holders in which case ADR holders will only be entitled to receive their dividend in cash.

If AXA offers its holders of ordinary shares any rights to subscribe for additional ordinary shares or anyother rights, The Bank of New York will have discretion, after consultation with AXA, as to the procedureto be followed in making such rights available to owners of ADRs, including:

-  make the rights available to all or certain owners of ADRs, by means of warrants or otherwise, iflawful and feasible; or

-  if it is not lawful or feasible to make the rights available to certain owners of ADRs, attempt to sellthose rights or warrants or other instruments, in which case, The Bank of New York will allocatethe net proceeds of the sales to the account of the ADR owners entitled to such proceeds, with theallocation being made on an averaged or other practicable basis without regard to any distinctionsamong owners.

If registration under the Securities Act of 1933 is required in order to offer or sell to the owners of ADRsthe securities represented by any rights, The Bank of New York will not make the rights available to ADRowners unless a registration statement is in effect or such securities are exempt from registration. AXAdoes not, however, have any obligation to file a registration statement or to have a registration statementdeclared effective. If The Bank of New York cannot make any rights available to ADR owners and cannotdispose of the rights and make the net proceeds available to ADR owners, then it will allow the rights tolapse, and the ADR owners will not receive any value for them. ADR owners may request the delivery ofthe rights under specific circumstances and subject to certain conditions described in the deposit agreement.

Other distributionsIf The Bank of New York or the custodian receives a distribution of anything other than cash, ordinaryshares or rights, The Bank of New York will distribute the property or securities to the owners of ADRs, inproportion to such holder's holdings. If The Bank of New York determines that it cannot distribute theproperty or securities in this manner or that it is not feasible to do so, then, it may effect the distribution ofthe property or securities by any means it deems fair and practical, after consultation with AXA, by sellingthe property or securities and distributing the net proceeds of the sale to the owners of ADRs.

Record datesThe Bank of New York will fix a record date any time (i) a dividend or distribution is to be made, (ii) rightsare to be issued; (iii) there is a change in the number or type of the Deposited Securities an ADS, or (iv)The Bank of New York receives notice of any meeting of or solicitation of consent or proxies from holdersof ordinary shares or other Deposited Securities.

The persons who are owners of ADRs on the record date will be entitled to receive the dividend,distribution, rights or net proceeds thereof or to exercise the right to vote.

Notices and reportsWhen AXA gives notice, by publication or otherwise, of a shareholders' meeting or of the taking of anyaction regarding any dividend, distribution or offering of any rights, AXA will also transmit to thedepositary and the custodian a copy of the notice, in the form given or to be given to holders of DepositedSecurities. The Bank of New York will mail or otherwise make available to owners of ADRs copies of anysuch notice in English. AXA will also make available, an

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English version of its Annual Report, which include audited consolidated financial statements, and semi-annual reports, which include unaudited interim consolidated financial information. In addition,at the request of owners of ADRs and upon receipt from AXA, The Bank of New York will make available to such owners other reports and communications received by it or made generally available to it.

Voting of the underlying ordinary sharesUnder the deposit agreement, an ADR owner is entitled, subject to any applicable provisions of French law,AXA's statutsand its bylaws and the Deposited Securities, to exercise the voting rights attached to theordinary shares represented by its ADSs. The Bank of New York will send to ADR owners English-language summaries of any materials or documents provided by AXA for the purpose of exercising votingrights. The Bank of New York will also send to ADR owners instructions for the exercise of voting rights,as well as a voting instruction card and a statement as to how the underlying ordinary shares will be votedif it receives blank or improperly completed voting instructions.

If The Bank of New York receives properly completed voting instructions, on or before the date specified,it will either, in its discretion, vote the Deposited Securities in accordance with any non discretionaryinstructions or insofar as practical and permitted under any applicable provisions of French law and AXA'sstatutsforward the instructions to the custodian. If the voting instructions are forwarded to the custodian,the custodian will endeavour, insofar as practicable and permitted under applicable provisions of Frenchlaw and AXA's statuts,to vote, or cause to be voted, the Deposited Securities in accordance with any non-discretionary instructions. The Bank of New York will only vote ordinary shares or other securities that theADRs represent in accordance with the ADR holder's instructions. It will not vote if it receives a blank oran improperly completed proxy card. If it receives a properly completed proxy with blank votinginstructions, it will vote for AXA proposals and against non-AXA proposals.

In accordance with French law and the statutsof AXA, ordinary shares that have been fully paid andregistered in the name of the same holder for at least two full fiscal years will be entitled to double votingrights. Similarly, ADRs that have been beneficially owned by the same holder for two full fiscal years ormore and representing ordinary shares held in registered form for two full fiscal years or more, may beentitled to double voting rights. No other ADRs will be entitled to double voting rights. In order to beeligible for double voting rights, each such owner of the ADRs must follow procedures established by TheBank of New York to ensure that the ordinary shares underlying the ADSs evidenced by the ADRs are heldin registered form and that the beneficial owner of the ADRs evidencing the ADSs representing theseordinary shares has been the same for at least two full years.

Changes affecting Deposited SecuritiesIf there is any change in nominal value or any split-up, consolidation, or other reclassification of DepositedSecurities, or any recapitalization, reorganization, merger or consolidation or sale of assets involving AXA,then any securities that The Bank of New York or the custodian receives in respect of Deposited Securitieswill, subject to the terms of the deposit agreement and applicable law, become new Deposited Securitiesunder the deposit agreement. Each ADR will, subject to the terms of the deposit agreement and applicablelaw, represent its share of the new Deposited Securities, unless The Bank of New York delivers additionalor new ADRs as described in the following sentence. The Bank of New York may, and will, at AXA'srequest, distribute additional ADRs or ask ADR owners to surrender their outstanding ADRs in exchangefor new ADRs describing the new Deposited Securities.

Amendment of the deposit agreementThe Bank of New York and AXA may agree to amend the form of the ADRs and the deposit agreement atany time, without the consent of the ADR holders. If the amendment adds, or increases any fees or charges(other than taxes or other governmental charges), or prejudices an important right of ADR holders, it willnot take effect as to outstanding ADRs until 90 days after The Bank of New York has mailed the ADRowners a written notice of any such amendment or amendments. At the expiration of the 90 day-period,each ADR owner by continuing to hold its ADRs, will be

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considered to agree to the amendment or amendments and to be bound by the deposit agreement as soamended. The Bank of New York and AXA may not amend the deposit agreement or the form of ADRs to impair ADR owner's rights to surrender their ADRs and receive the ordinary shares and any other propertyrepresented by their ADRs, except as is necessary to comply with mandatory provisions of applicable law.

Termination of the deposit agreementThe Bank of New York will terminate the deposit agreement if AXA asks it to do so and will notify theADR holders at least 30 days before the date of termination. The Bank of New York may likewiseterminate the deposit agreement upon at least 30 days notice to AXA and the owners of ADRs if it resignsand a successor depositary has not been appointed by AXA and accepted its appointment within 90 daysafter The Bank of New York has given AXA notice of its resignation. After termination of the depositagreement, The Bank of New York will no longer register transfers of ADRs, distribute dividends to theADR owners, accept deposits of ordinary shares, give any notices, or perform any other acts under thedeposit agreement whatsoever, except that The Bank of New York will continue to:

-  collect dividends and other distributions pertaining to Deposited Securities;

-  sell rights as provided in the deposit agreement and summarized under the heading "Dividends,other distributions and rights - Rights to subscribe for additional ordinary shares and other rights"above; and

- deliver Deposited Securities, together with any dividends or other distributions received withrespect thereto and the net proceeds of the sale of any rights or other property, in exchange forsurrendered ADRs.

One year after termination, The Bank of New York may sell the Deposited Securities and hold the proceedsof the sale, together with any other cash then held by it, for the pro-rata benefit of ADR holders that havenot surrendered their ADRs. The Bank of New York will not have liability for interest on the sale proceedsor any cash it holds.

Transfer of ADRsADRs are transferable upon surrender by the ADR holder, if the ADRs are properly endorsed andaccompanied by the proper instruments of transfer. The Bank of New York will execute and deliver a newADR to the person entitled to it. The Bank of New York may not suspend the surrender of ADRs andwithdrawal of Deposited Securities, except for:

- temporary delays caused by the closing of transfer books maintained by The Bank of New York,AXA or its transfer agent or registrar;

- temporary delays caused by the deposit of ordinary shares in connection with voting at ashareholders' meeting or the payment of dividends;

- payment of fees, taxes and similar charges; or

- compliance with laws or governmental regulations relating to the ADRs or to the withdrawal ofDeposited Securities.

The Bank of New York may refuse to deliver ADRs or to register transfers of ADRs when the transferbooks maintained by The Bank of New York or AXA's transfer agent or registrar are closed, at any timethat The Bank of New York or AXA thinks it is advisable to do so, or if the transfer-related and otherapplicable fees have not been paid.

Charges of depositary

To the extent permitted by applicable law or the rules of any securities exchange upon which ADSs arelisted or traded, The Bank of New York will charge any party depositing or withdrawing ordinary shares orany party surrendering ADRs or to whom ADRs are issued, including, without limitation, issuance pursuantto a stock dividend or stock split declared by AXA or an exchange of stock regarding the ADRs orDeposited Securities or a distribution of ADRs pursuant to the deposit agreement, where applicable:

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- taxes and other governmental charges;

- any registration fees to be paid in connection with transfers of ordinary shares generally;

-  a fee of $5.00 or less per 100 ADSs (or portion thereof) for the execution and delivery of ADRsand the surrender of ADRs for the purpose of withdrawal of Deposited Securities;

-  a fee of $.02 or less per ADS (or portion thereof) for any cash distribution made pursuant to thedeposit agreement, except in the case of a cash dividend or other cash distribution received fromAXA on any Deposited Securities;

-  a fee for the distribution of securities pursuant to the deposit agreement in an amount equal to thefee for the execution and delivery of ADRs referred to above which would have been charged as aresult of the deposit of these securities, but which securities are instead distributed by The Bank ofNew York to owners of ADRs and the net proceeds distributed; and

-  other expenses which are to be borne by persons depositing ordinary shares or owners of ADRsunder the deposit agreement, including transmission expenses and reasonable expenses incurredby The Bank of New York in the conversion of foreign currency.

Liability of holders of ADRs for taxesIf any tax or other governmental charge becomes payable by the custodian or The Bank of New York withrespect to any ADR or any Deposited Securities, such tax or other governmental charge will be payable bythe holder of the ADR to The Bank of New York. The Bank of New York may refuse to effect registrationof any transfer of that ADR or any withdrawal of Deposited Securities until payment is made, and maywithhold any dividends or other distributions, or, after reasonably attempting to notify the relevant holder,may sell for the account of that owner, any part or all of the Deposited Securities underlying that ADR andmay apply any dividends, distributions or the proceeds of any sale to pay any tax or other governmentalcharge. In this case, the relevant ADR owner will remain liable for any deficiency.

Governing lawThe Deposit Agreement is governed by the laws of the State of New York.

Limitation of liabilityAXA and The Bank of New York assume no obligation nor will they be subject to any liability under thedeposit agreement to holders or beneficial owners of ADRs, other than to perform their respectiveobligations specifically described in the deposit agreement without negligence, wilful misconduct or badfaith.

Material contractsThere have been no material contracts (outside the ordinary course of business) during the last two years towhich the Company is a party, except as disclosed in the AXA Group 2007 Annual Report or filed asexhibits to this Annual Report on Form 20-F.

Exchange controls and other limitations affecting foreign security holdersUnder current French foreign exchange control regulations, there are no limitations on the amount of cashpayments that may be remitted by AXA to residents of the United States. Laws and regulations concerningforeign exchange controls do require, however, that all payments or transfers of funds made by a Frenchresident to a non-resident be handled by an accredited financial intermediary. In France, all registeredbanks and substantially all credit establishments are accredited financial intermediaries.Under current French company law and AXA's statuts,there are no general limitations on the right of non-resident or non-French persons to own or, where applicable, vote the ordinary shares, whether held in theform of ordinary shares or ADSs. However, both European Union and non-European Union residents mustfile a déclaration administrativeor administrative notice, with French authorities in connection with theacquisition of a controlling interest in any French company. Under existing administrative foreign directinvestment regulations and administrative rulings, ownership by non-residents of France of more than33.33% of a listed company's share capital or voting rights is regarded as a

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controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances. The factors that will be taken into account in making that determination includethe existence of:

-  an option of the acquiring party to buy additional shares,

-  loans and guarantees granted by the acquiring party to the French company in amounts evidencingcontrol over the financing of the French company, and

-  patent licenses granted by an acquiring party or management of technical assistance agreementswith the acquiring party that place the French company in a dependent position vis-a-vis that partyor its group.

Under current French insurance regulations, any person, or group of persons acting in concert, who is not aresident of a member state of the European Economic Area must obtain authorization from the FrenchMinistry of the Economy prior to entering into a transaction to acquire a direct or indirect interest, or toincrease or decrease its direct or indirect interest, in AXA if such transaction would allow that person, orgroup of persons acting in concert, to (i) acquire control of, or cease to control, AXA or (ii) increase itsinterest to 10%, 20%, 33.33% or 50% of AXA's voting power, including, in each case, through the holdingof ADRs representing ADSs.

Furthermore, any such transaction allowing such person, or group of persons acting in concert, to holdordinary shares representing an aggregate in excess of 5% of AXA's voting power requires that person toprovide prior notice to the French Ministry of the Economy.

No prior authorization is required for such a transaction entered into by a person, or group of persons actingin concert, who is a resident of a member state of the European Economic Area, although that person, orgroup of persons, is required to provide the French Ministry of the Economy with notice upon completionof the transaction.

TaxationThe following generally summarizes the material U.S. federal income tax and French tax consequences toU.S. Holders of the ownership and disposal of ordinary shares or ADRs representing ADSs. It applies toyou only if you hold your shares or ADRs representing ADSs as capital assets for tax purposes. Forpurposes of this discussion "U.S. Holder" is any one of the following:

-  an individual who is a citizen or resident of the United States,

-  a corporation, or other entity taxable as a corporation, created or organized in or under the laws ofthe United States or of any political subdivision of the United States, including the District ofColumbia,

- an estate, the income of which is subject to U.S. federal income taxation regardless of its source,

- a trust, if a court within the United States is able to exercise primary supervision over the trust andone or more U.S. persons have the authority to control all substantial decisions of the trust, or

- a person otherwise subject to U.S. federal income tax on its worldwide income.

If a partnership holds ordinary shares or ADRs representing ADSs, the tax treatment of a partner willgenerally depend upon the status of the partner and upon the activities of the partnership. Partners ofpartnerships holding these ordinary shares or ADRs should consult their tax advisors as to the taxconsequences of owning or disposing of ordinary shares or ADRs representing ADSs, as applicable.

A "Non-U.S. Holder" is a holder that is not a U.S. Holder. This discussion does not address the U.S.federal, local, state, Non-U.S. or other tax consequences to Non-U.S. Holders as a result of the ownershipor disposal of ordinary shares or ADRs representing ADSs.

This summary is not a complete description of all of the tax consequences of the ownership or dispositionof ordinary shares or ADRs representing ADSs. It is based on the current tax laws and regulations ofFrance and the United States, including, among others, United States Internal Revenue Code of 1986, asamended (which we refer to below as the

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"Code"), its legislative history, temporary, existing and proposed Treasury Regulations, Internal RevenueService rulings and judicial opinions as well as the Convention between the United States and TheRepublic of France for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respectto Taxes on Income and Capital dated August 31, 1994 (which we refer to below as the "Treaty"), all as currently in effect on the date of the AXA Group 2007 Annual Report and all subject to change, possiblywith retroactive effect. In addition, this summary is based in part upon the representations of the Depositaryand the assumption that each obligation in the Deposit Agreement and any related agreement will beperformed in accordance with its terms.

You should consult your own tax advisor regarding the United States federal, state and local and the Frenchand other tax consequences of owning and disposing of shares and ADSs in your particular circumstances,in particular if you are eligible for the benefits of the Treaty.

The summary is not intended to apply to holders of ordinary shares or ADRs representing ADSs inparticular circumstances, such as:

-  dealers in securities,

-  traders in securities who elect to apply a mark-to-market method of accounting,

-  financial institutions,

-  regulated investment companies, real estate investment trusts or grantor trusts,

-  tax-exempt organizations,

-  insurance companies,

-  persons holding ordinary shares or ADRs representing ADSs as part of a hedging, straddle,conversion or other integrated transaction,

-  persons whose functional currency is not the U.S. dollar,

-  certain U.S. expatriates,

-  persons subject to the U.S. alternative minimum tax, and

-  holders of ordinary shares or ADRs representing ADSs that own directly or indirectly or aredeemed to own, five percent or more of either the total voting power or the total value of the AXAShares or that carry on a trade or business in France through a permanent establishment or fixedbase for the purpose of which ordinary shares or ADRs have been acquired or held.

For purposes of the Treaty, French tax law and the Code, U.S. owners of ADRs will be treated as owners ofordinary shares underlying the ADSs represented by those ADRs.Furthermore, although this summary generally applies to relevant holders whether or not they areemployees of AXA or its affiliates, this summary does not describe all the tax considerations relevant topersons who acquired ordinary shares or ADRs representing ADSs pursuant to the exercise of an incentivestock option.

French taxation of dividends

General statementThe term "dividends" used in the following discussion means dividends within the meaning of the relevantincome tax treaties where applicable, or, where not defined by such treaties, within the meaning of Frenchdomestic tax law as set forth in administrative guidelines dated February 25, 2005 (4 J-1-05) (the"Administrative Guidelines").

Shareholders resident in France ("French Resident Holders"), who are individuals and who receivedividends, are taxed on 60% of the amount of the dividends received and, in addition, are entitled to a taxcredit ("crédit d'impôt")equal to 50% of the amount of dividends they received. The crédit d'impôtissubject to an overall annual cap of 230 or 115, depending on the marital status of the individual holder.In addition, as a result of the 2008 French Finance Law, French Resident Holders may instead opt for awithholding tax equal to 18% of the dividends received and, in such a case, will not be eligible to thereceipt of the crédit d'impôt.

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Under French domestic law, shareholders who are not resident of France for tax purposes ("Non-FrenchResident Holders") are not eligible for the benefit of this crédit d'impôt.Non-French Resident Holders aregenerally subject to a 25% withholding tax, to be levied by the paying agent of such dividends. As a resultof the 2008 French Finance Law, this withholding tax is reduced to 18% of dividends distributed to Non-French Resident Holders who are residents of certain States located within the European Economic Area.

However, non-resident individual shareholders who benefit from a tax treaty which provides for the refundof the "avoir fiscal"(a special tax credit that has been repealed by the 2004 French Finance Law) may beentitled to the refund of the crédit d'impôt(less applicable withholding tax). Qualifying Non-FrenchResident Holders may also be eligible for a reduced rate of French withholding tax on dividends (generallyto 15%, 5% or 0%) under the applicable tax treaty.

The Administrative Guidelines set the requirements under which Non-Resident Holders may obtain areduction or an elimination of the French withholding tax under an income tax treaty. A reduction orelimination at the time of payment (i.e., at source) will only be granted (i) to those Non-French ResidentHolders that may qualify for the so-called "simplified" procedure, and (ii) to a certain extent, those Non-French Resident Holders whose identity and tax residence are known to the French paying agent of thedividends (within the meaning of the Administrative Guidelines) at the time of the payment of thedividends.

Under the "simplified" procedure, Non-French Resident Holders are required to provide, prior to thedividend payment date, the financial institution managing their securities account and the paying agent,with a certificate of residence conforming with the template attached to the Administrative Guidelines. Thecertificate of residence must be certified by the tax authority of the Non-French Resident Holder's countryof residence, in compliance with the requirements provided by the Administrative Guidelines.

Where the Non-French Resident Holder's identity and tax residence are known to the French paying agent,the latter may directly apply the reduction or elimination of the withholding tax rate to dividends it pays tosuch Non-French Resident Holders without obtaining a certificate of residence.

Non-French Resident Holders eligible for treaty benefits, who are not entitled to the "simplified" procedureand whose identity and tax residence are not known by the paying agent at the time of the payment of thedividends, may obtain a reduction or elimination of the withholding tax under the so-called "standard"procedure. Under this standard procedure, the French paying agent withholds the entire tax and the Non-French Resident Holder may apply for a partial or total refund by filing the appropriate form dulycompleted in compliance with the provisions set out in the Administrative Guidelines. The withholding taxrefund, if any, is ordinarily paid within 12 months of the filing, but not before January 15 of the yearfollowing the calendar year in which the related dividend is paid.

Application to US HoldersPursuant to the Treaty, an "Eligible U.S. Holder" (as defined below) will generally be entitled to awithholding tax reduced at a rate of 15% with respect to dividends paid in cash or in the form of shares,subject to the satisfaction of certain requirements described below.

In addition, as discussed in more detail above, individual U.S. Holders who are eligible for benefits underthe Treaty and who receive dividends may be entitled to the refund of the crédit d 'impôt(less applicablewithholding tax) equal to 50% of the dividends with an overall annual cap of 230 or 115, depending onthe marital status of the individual.

For purposes of this discussion, an "Eligible U.S. Holder" is a U.S. Holder whose ownership of ordinaryshares or ADRs representing ADSs is not attributable to a permanent establishment or fixed base in Franceand who is (i) an individual or other non-corporate holder, or (ii) a corporation that does not own, directlyor indirectly, 10% or more of the capital of AXA, provided in each case that that holder:

-  is a resident of the United States under the Treaty,

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-  is entitled to Treaty benefits under the limitation on benefits provisions in Article 30 of the Treaty,and

-  complies with certain procedural rules to obtain Treaty benefits.

Under the Treaty, the reduced rate of the withholding tax is applicable provided that certain proceduralrequirements described below are satisfied.

The requirements provided by the Administrative Guidelines and referred to in more detail above apply to aU.S. Holder, although the U.S. Internal Revenue Service (the "IRS") is not required to certify the certificateof residence, provided that (i) the U.S. Holder provides the U.S. financial institution managing suchholder's securities account a certificate of residence conforming with the template attached to theAdministrative Guidelines and (ii) the U.S. financial institution managing the U.S. Holder's securitiesaccount in the United States certifies to the French paying agent that the U.S. Holder complies with all therequirements for obtaining the reduced rate set forth in the Administrative Guidelines. If the certification bythe U.S. financial institution managing the U.S. Holder's securities account in the United States is notobtained, the IRS should then certify the abovementioned certificate of residence and, upon certification,the U.S. Holder should furnish it to the French paying agent.

Application of the 15% withholding tax rate at source will be available only if the appropriate formsmentioned in the Administrative Guidelines are duly sent to the paying agent before the dividend paymentdate. However, where the U.S. Holder's identity and tax residence are known to the French paying agent,the latter may apply the 15% withholding tax rate to dividends it pays to such U.S. Holder even if the U.S.Holder does not comply with the requirements set forth in the preceding paragraph.

A U.S. Holder that is not eligible for the 15% withholding tax rate at source may apply for a refund of taxeswithheld that were in excess of the 15% rate provided that it furnishes to the French paying agent anapplication for refund on forms No. 5000-FR and 5001-FR certified by the U.S. financial institutionmanaging the U.S. Holder's securities account (or, if not, by the competent U.S. tax authorities) beforeDecember 31 of the second year following the date of payment of the withholding tax at the 25% rate to theFrench tax authorities, according to the requirements provided by the Administrative Guidelines. AnyFrench withholding tax refund is generally expected to be paid within twelve months from the filing offorms No. 5000-FR and 5001-FR. However, it will not be paid before January 15 of the year following theyear in which the dividend was paid.

Copies of the forms No. 5000-FR and 5001-FR, together with instructions, are available from the IRS.Certificates of residence mentioned in the Administrative Guidelines may also be available from the IRSand the French Centre des impôts des non-résidentsat 10, rue du Centre, 93463 Noisy-le-Grand, France.Information regarding the identity and address of the paying agent will be available from the Company.

U.S. Pension Funds and other tax-exempt entities created and operating their activities in accordance withthe provisions of Sections 401(a), 403(b), 457 or 501(c) (3) of the Code are subject to the same generalfiling requirements except that, in addition, they have to provide a certificate issued by the IRS or any otherdocument stating that they have been created and are operating their activities in accordance with theprovisions of the above-mentioned sections of the Code. This certificate must be provided only once afterthe first application for the 15% withholding tax rate at source and at the specific request of the French taxauthorities.

Similarly, regulated companies such as RICs, REITs and REMICs ("Regulated Companies") will have tosend to the financial institution managing their securities account a certification from the IRS indicatingthat they are classified as a Regulated Company under the relevant sections of the Code. This certificationmust be produced each year.

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The Depository is obligated to provide certificates of residence together with instructions to all U.S.Holders of ADRs registered with the Depository. The Depository is also obligated to use reasonable effortsto follow the procedures established by the French tax authorities for U.S. Holders to benefit from the 15%French withholding tax rate at source or, if the French paying agent withheld at the 25% rate, recover theexcess 10%, and obtain, with respect to dividend distributions made in or after 2005 to U.S. Holders whoare individuals, the refund of the crédit d'impôt,in accordance with the procedures established by theFrench tax authorities. To effect such benefit, recovery and/or refund, the Depository is obligated to causetimely and properly completed forms and certificates to be filed timely with the appropriate French taxauthorities.

The AXA shareholders should consult their own tax advisors to determine whether the Treaty provisionsare applicable to their particular situation and which formalities need to be complied with in order to obtainTreaty benefits.

French taxation on sale or redemption of AXA ordinary shares or ADRsUnder the Treaty, no French tax is levied on any capital gain derived from the sale of AXA ordinary sharesor ADRs representing ADSs by a U.S. Holder who:

-  is a resident of the United States under the Treaty,

-  is entitled to Treaty benefits under the limitation on benefits provisions of Article 30 of the Treaty,and

-  does not have a permanent establishment in France to which the ordinary shares or ADRs areattributable to or, in the case of an individual, who does not maintain a fixed base in France towhich the ordinary shares or ADRs are effectively connected.

Under French domestic tax law, part of the gain realized by a shareholder on redemption of ordinary sharesby AXA and equal to the difference between (i) the redemption price and (ii) the share capital and shareissue premiums' amounts contributed to AXA will generally be treated as a dividend and will be subject toFrench dividend withholding tax as described above. The excess gain, if any, will be treated as a capitalgam.

French transfer and stamp taxesTransfers of AXA ordinary shares and ADRs representing ADSs will not be subject to French transfertaxes unless the transfer is effected by means of a written agreement that is executed or enforced withinFrance. Should such written agreement be executed or enforced in France, it would be subject to transfertaxes at the rate of 1.1% up to a maximum of 4,000 per transfer.

French estate, gift and wealth taxesA transfer of ordinary shares or ADRs representing ADSs by gift by, or by reason of death of, a U.S.Holder that would be subject to French gift or inheritance tax under French domestic tax law will not besubject to such French tax by reason of the Convention between the United States of America and theFrench Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respectto Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 unless:

-  the donor or decedent is domiciled in France within the meaning of that Convention at the time ofmaking the gift, or at the time of his or her death, or

-  the ordinary shares or ADRs were used in, or held for use in, the conduct of business through apermanent establishment or a fixed base in France.

Under French tax law and the Treaty, the French wealth tax generally does not apply to U.S. Holders thatare not individuals or in the case of natural persons, who, directly or indirectly, own alone or with theirparents, ordinary shares or ADRs that do not represent a substantial interest in our Company.

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Material U.S. federal income tax considerations for U.S. Holders:

Taxation of dividendsFor U.S. federal income tax purposes, the gross amount of a distribution by AXA to U.S. Holders, including any amounts ofFrench tax withheld even though it was not in fact received, will be treated as dividend income to the extentpaid out of AXA's current or accumulated earnings and profits, as determined for U.S. federal income taxpurposes. Dividends paid to a non-corporate U.S. Holder in taxable years beginning before January 1, 2011that constitute qualified dividend income will be taxable to the holder at a maximum rate of 15%, providedthat the holder has a holding period in the shares or ADSs of more than 60 days during the 121-day periodbeginning 60 days before the ex-dividend date and meets other holding period requirements. Dividendspaid by AXA with respect to the shares or ADSs will generally be qualified dividend income. If a U.S.Holder has the option to receive a distribution either in cash or in the form of ordinary shares, and suchU.S. Holder chooses to receive ordinary shares (a "Stock Distribution"), such U.S. Holder will be treatedfor purposes of the preceding sentence as having received a distribution to the extent of the fair marketvalue of these ordinary shares. Dividends paid to a corporate U.S. Holder will not be eligible for thedividend received deduction generally allowed to corporations under Section 243 of the Code. To theextent that an amount received by a U.S. Holder exceeds the U.S. Holder's allocable share of AXA'scurrent and accumulated earnings and profits, the excess will be applied first to reduce the holder's basis inhis or her ordinary shares or ADRs, and then, any remaining excess would constitute gain from the deemedsale or exchange of his or her ordinary shares or ADRs. See "Tax on Sale or Exchange of Ordinary Sharesor ADRs" below.

For U.S. federal income tax purposes, dividends will be taxable to the U.S. Holder of ordinary shares orADRs outstanding on the record date established by French law, which in the case of an annual dividendwill be fixed by the shareholders at the shareholders' meeting approving the distribution of dividends, andin the case of an interim dividend will be fixed by the Management Board approving the distribution ofinterim dividends. The amount recognized as dividend income by a U.S. Holder will be equal to the U.S.dollar value of the distributed Euro determined at the spot Euro/US. dollar rate, or, in case of a StockDistribution, the ordinary shares, on the date the dividend is includible in the U.S. Holder's income,regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. The Eurodistributed will have a tax basis equal to their U.S. dollar value at such time. Any gain or loss realized upona subsequent conversion or other disposition of the Euro will be treated as ordinary income or loss fromsources within the United States for foreign tax credit limitation purposes.

As discussed above, payments of dividends to a U.S. Holder will be subject to French withholding tax. ForU.S. federal income tax purposes, a U.S. Holder may generally elect to treat these French withholding taxesas either a deduction from gross income or a credit against the U.S. federal income tax liability of that U.S.Holder. Dividends will be income from sources outside the United States and will either be "passiveincome" or "general income" which, in either case, is treated separately from other types of income forpurposes of computing the foreign tax credit allowable to you. The rules governing the U.S. foreign taxcredit are complex, and additional limitations on the credit apply to individuals receiving dividends fromforeign corporations if the dividends are eligible for the 15% maximum tax rate on dividends describedabove. U. S. Holders are urged to consult their tax advisors regarding the availability of the U.S. foreign taxcredit under their particular circumstances.

In the case of an Eligible U.S. Holder, if the full withholding tax rate of 25% is applied, the refundableportion of the tax withheld by AXA or the French paying agent, which represents the difference betweenthe 25% and the 15% tax rates, would not be eligible for the foreign tax credit.

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Tax on sale or exchange of AXA ordinary shares or ADRsFor U.S. federal income tax purposes, a U.S. Holder generally will recognize gain or loss on any sale, exchange or otherdisposition of ordinary shares or ADRs representing ADSs, unless a specific non recognition provisionapplies. That gain or loss will be measured by the difference between the U.S. dollar value of the amount ofcash, and the fair market value of any other property, received and the U.S. Holder's tax basis in theordinary shares or the ADRs, determined in U.S. dollars. A U.S. Holder's tax basis in the ordinary shares orthe ADRs will generally equal the amount paid by that U.S. Holder for the ordinary shares or the ADRs or,in the case of ordinary shares acquired by way of Stock Distribution, the amount included in income at thetime of the Stock Distribution.

Gain or loss arising from a sale or exchange of ordinary shares or ADRs will be capital gain or loss if theseordinary shares or ADRs are held as capital assets by the U.S. Holder, and if recognized by non-corporateU.S. Holders in taxable years prior to January 1, 2011 are generally taxed at a maximum rate of 15% wherethe holder has a holding period greater than one year. In general, gain from a sale or exchange of ordinaryshares or ADRs by a U.S. Holder will be treated as United States source income for foreign tax creditlimitation purposes.

Backup withholding and information reportingUnder certain circumstances, a U.S. Holder who is an individual may be subject to information reportingrequirements and backup withholding, currently at a 28% rate on dividends received on, and proceeds fromthe disposition of, ordinary shares or ADRs representing ADSs. This withholding generally applies only ifthat individual holder:

-  fails to furnish (generally on an Internal Revenue Service Form W-9) his or her taxpayeridentification number to the U.S. financial institution that is in charge of the administration of thatholder's ordinary shares or ADRs or any other person responsible for the payment of dividends onthe ordinary shares or ADRs,

-  furnishes an incorrect taxpayer identification number,

- is notified by the U.S. Internal Revenue Service that he or she has failed to properly reportpayments of interest and dividends and the U.S. Internal Revenue Service has notified AXA thatsuch individual holder is subject to backup withholding, or

-  fails under specified circumstances, to comply with applicable certification requirements.

Any amount withheld from a payment to a U.S. Holder under the backup withholding rules will beallowable as a credit against such U.S. Holder's U.S. federal income tax liability, provided that the requiredinformation is furnished to the U.S. Internal Revenue Service.

U.S. Holders should consult their own tax advisor as to the application of the U.S. federal informationreporting and backup withholding requirements to them and their qualification, if any, for an exemptionunder these rules as well as the particular tax consequences to them of owning and disposing of ordinaryshares and ADRs representing ADSs under U.S. federal, state, local and Non U.S. law.

U.S. state and local taxesIn addition to U.S. federal income taxes, U.S. Holders may be subject to U.S. state and local taxes withrespect to their ordinary shares or ADRs representing ADSs. U.S. Holders should consult their own taxadvisors regarding such matters.

Documents on displayAXA files reports with the SEC that contain financial information about AXA and its results or operations.Anybody may read or copy any document that AXA files with the SEC at the Securities and ExchangeCommission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Anybody mayobtain information about the Public Reference Room by calling the SEC for more information at 1-800-SEC-0330. All of AXA's SEC filings made after September 20, 2002 are available to the public at the SECwebsite athttp://www.sec.gov. AXA's website athttp://www.axa.com

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includes information about AXA's business. The content of AXA's website is not incorporated by reference into this Form 20-F. The public may also inspect any reports and other information we file with the Securities and Exchange Commission at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Item 11. Quantitative and Qualitative DisclosuresAbout Market Risk

The information required by this Item is incorporated by reference herein from the AXA Group 2007Annual Report, Part IV, Section 4.2 pages 176 to 194.

Item 12. Description of Securities Other thanEquity Securities

Not applicable.

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PART II

Item 13. Defaults, Dividend Arrearages andDelinquencies

None

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

None

Item 15. Controls and Procedures

(a)  Disclosure Controls and Procedures

As of December 31, 2007 (the "Evaluation Date"), the Company conducted an evaluation, pursuant to Rule13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of theeffectiveness of the design and operation of its disclosure controls and procedures. Based on thisevaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of theEvaluation Date, such disclosure controls and procedures (which include, without limitation, controls andprocedures designed to ensure that information required to be disclosed by the Company in the reports itfiles 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 decisionsregarding required disclosure) provide reasonable assurance that information required to be disclosed bythe Company in reports it files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the rules and forms of the SEC.

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

Management, including AXA's Chief Executive Officer and Chief Financial Officer, is responsible forestablishing 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'sprincipal executive and financial officers to provide reasonable but not absolute assurance regarding thereliability of financial reporting and the preparation of its published financial statements. Internal controlover financial reporting includes policies and procedures that:

-  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the Group;

-  Provide reasonable assurance that transactions are recorded as necessary to permit the preparationof financial statements in accordance with the generally accepted accounting principles;

-  Provide reasonable assurance that receipts and expenditures are being made only in accordancewith the authorization of management and directors of the Group; and

-  Provide reasonable assurance that unauthorized acquisition, use or disposition of Group assetsthat could have a material effect on the Group's financial statements would be prevented ordetected in a timely manner.

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

Management conducted an evaluation of the effectiveness of AXA's internal control over financialreporting on the Internal Control - Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Based on this evaluation, management concludedthat AXA's internal control over financial reporting was effective as of December 31, 2007.

AXA's internal control over financial reporting as of December 31, 2007 was audited by PricewaterCoopers Audit,an independant 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, 2007, was audited byPricewaterhouseCoopers Audit, an independent registered public accounting firm, as stated in their reportincluded under Item 18 of this Annual Report on Form 20-F.

103

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(d) Changes in Internal Controls Over Financial Reporting

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

Item 16A. Audit Committee Financial Expert

AXA's Supervisory Board has created an Audit Committee which operates in accordance with an AuditCommittee Charter and the Rules of Procedure of the Supervisory Board that defines the Committee'sresponsibilities. AXA's Supervisory Board has reviewed the qualifications of all Audit Committeemembers and believes, based on their considerable business and financial experience, that all members ofthe Committee are financially literate, have the requisite experience and qualifications to fulfill their dutiesas Audit Committee members. The Supervisory Board has determined that Messrs. Hamilton, Lachman andFolz, all of whom are considered independent according to the criteria contained in the Report AFEP /MEDEF and the Sarbanes-Oxley Act, come within the definition of "financial experts" as set forth in theinstructions to Item 16A, and has designated them as the Audit Committee's financial experts. Foradditional information concerning the Audit Committee including the scope of its responsibilities, itscomposition and the business experience and qualifications of its members, please see Item 6 of thisAnnual Report on Form 20-F and the AXA Group 2007 Annual Report, Part III, Section 3.1 pages 122 to123 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, officersand employees of AXA Group companies worldwide, including AXA's principal executive, financial andaccounting 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 Frenchrules concerning whistleblower policies), was distributed in March 2006. In 2007, no amendments weremade 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://axacom.corp.intraxa/lib/fr/uploads/docsref/deontologie/AXA_CodeDeontologie_2006b.pdf

In the event AXA amends its Ethics Guide or grants a waiver that would otherwise require disclosure in its20-F, the Company will instead disclose the required information on the website above.

104

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Item 16C. Principal Accountant Fees andServices

Fees and Services

PricewaterhouseCoopers (PwC) has served as AXA's independent public accountant for each of the fiscalyears in the three-year period ended December 31, 2007 with respect to the audited financial statementsincluded in Item 18 of this Annual Report on Form 20-F.

The following table presents the aggregate fees for audit and permitted non-audit services rendered by PwCto AXA and its consolidated subsidiaries in 2007 and 2006:

|                                                                       |  |                        |  | In Euro million | 
|---------------------------------------------------------------------- |  | ---------------------- |  | --------------- | 
|                                                                       |  | PricewaterhouseCoopers | 
|                                                                       |  | 2007                   |  | 2006            | 
|Audit fees                                                             |  | 44.8                   |  | 48.7            | 
|Audit related services                                                 |  | 3.9                    |  | 5.5             | 
|Tax fees                                                               |  | 4.7                    |  | 4.5             | 
|Other non audit fees                                                   |  | 0.3                    |  | 0.2             | 
|TOTAL                                                                  |  | 53.7                   |  | 58.9            | 
|Fees for audit of investment funds (SEC registered and non registered) |  | 10.6                   |  | 8.9             | 
|TOTAL                                                                  |  | 64.3                   |  | 67.8            | 

Audit fees consist of fees billed for the audit of consolidated financial statements of AXA and itssubsidiaries, 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 connectionwith these reviews and/or the issuance of its audit opinions. Audit fees also include fees for servicesperformed by PwC that are closely related to the audit and in many cases could only be provided by ourindependent auditors. Such services include comfort letters and consents provided in connection withcapital raising activities, certain reports, attestations, or similar documents relating to regulatory filings byAXA and its subsidiaries, reviews of AXA's internal controls, including reviews and testing of informationsystems, 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 auditor review of the consolidated financial statements of AXA and its subsidiaries. Audit related servicesinclude due diligence services in connection with potential business acquisitions or disposals, accountingconsultations related to accounting standards, financial reporting or disclosure matters not classified asaudit services, including assistance with understanding and implementing new accounting and financialreporting guidelines, audits of employee benefit plans, specific agreed upon procedures required from timeto time in order to respond to requests or questions from regulatory authorities or to comply with financialreporting or other regulatory requirements and assistance with internal control reporting arrangements.

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

105

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Other non-audit fees consist of fees billed for non-audit services permitted by the SEC'sauditor independence rules and which AXA's Audit Committee has determined do not otherwise impair theauditor's independence or judgment, including advisory services with respect to non-financial systemsincluding 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 AXA's independent auditors. As part of this responsibility, theAudit Committee pre-approves all permitted audit and non-audit services performed by the independentauditor.

AXA's Audit Committee has adopted a policy requiring pre-approval of all audit and permitted non-auditservices provided by the independent auditor which is designed to ensure that provision of these servicesdoes not impair the auditor's independence or judgement. The policy identifies the guiding principles thatmust be considered by the Audit Committee in approving services; describes the audit, audit related, taxand other non-audit services that may and may not be provided; and sets forth the pre-approvalrequirements for all permitted services. The policy provides for general pre-approval of certain specifiedpermitted services up to 200,000 per engagement and requires specific pre-approval for engagementsexceeding that amount and for all other permitted services. The Audit Committee has also delegated to itsChairman the authority to address requests for pre-approval of certain specified permitted services withfees up to a maximum of 1,000,000 between Audit Committee meetings.

Item 16D. Exemptions from the ListingStandards for Audit Committees

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

106

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

The table below sets forth the information with respect to the purchases of AXA ordinary shares for theyear ended December 31, 2007, by or on behalf of AXA or any "affiliated purchaser", as such term isdefined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, except for purchasesof ordinary shares delivered in the form of ADRs to beneficiaries under AXA Financial's stock optionprogram. This table does not include purchases among "affiliated purchasers", as such term is defined inRule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended.

|Year 2007                   |  | Total numberof Shares (or Units) purchased |  | Average Priceof Shares (or Units)paid per share(or Units)(in Euro) |  | Total Numberof Shares (or Units)purchased aspart of publiclyannounced plansor programs |  | Maximum numberof Shares (or Units)that may yet bepurchased underthe plans or programs | 
|--------------------------- |  | ------------------------------------------ |  | ------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- | 
|January 1 to January 31     |  | 2,703,952                                  |  | 32.20                                                              |  | 2,703,952                                                                              |  | 206,181,498                                                                           | 
|February 1 to February 28   |  | 2,966,160                                  |  | 32.99                                                              |  | 2,966,160                                                                              |  | 205,994,974                                                                           | 
|March 1 to March 31         |  | 2,750,516                                  |  | 30.76                                                              |  | 2,750,516                                                                              |  | 206,020,327                                                                           | 
|April 1 to April 30         |  | 8,448,168                                  |  | 33.48                                                              |  | 8,448,168                                                                              |  | 204,035,154                                                                           | 
|May 1 to May 31             |  | 7,991,550                                  |  | 33.50                                                              |  | 7,991,550                                                                              |  | 195,147,473                                                                           | 
|June 1 to June 30           |  | 8,705,062                                  |  | 31.71                                                              |  | 8,705,062                                                                              |  | 188,555,356                                                                           | 
|July 1 to July 31           |  | 3,604,372                                  |  | 30.64                                                              |  | 3,604,372                                                                              |  | 187,555,808                                                                           | 
|August 1 to August 31       |  | 25,719,739                                 |  | 28.89                                                              |  | 25,719,739                                                                             |  | 170,746,960                                                                           | 
|September 1 to September 30 |  | 22,130,437                                 |  | 29.46                                                              |  | 22,130,437                                                                             |  | 172,443,394                                                                           | 
|October 1 to October 31     |  | 1,304,330                                  |  | 30.59                                                              |  | 1,304,330                                                                              |  | 144,414,099                                                                           | 
|November 1 to November 30   |  | 10,023,084                                 |  | 27.40                                                              |  | 10,023,084                                                                             |  | 139,952,442                                                                           | 
|December 1 to December 31   |  | 1,682,533                                  |  | 27.20                                                              |  | 1,682,533                                                                              |  | 196,179,081                                                                           | 
|TOTAL                       |  | 98,029,903                                 |  | 30.21                                                              |  | 98,029,903                                                                             |  |                                                                                       | 

107

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

a. Dates each plan or program was announced:The first share repurchase program was announced on May 4, 2006.The second share repurchase program was announced on May 14, 2007.

b. Amount (or share or unit amount) approved:The first share repurchase program was approved for a maximum amount of 7,028,422,290.The second share repurchase program was approved for a maximum amount of 8,233,910,055.

c. Expiration date (if any) of each plan or program:The first share repurchase program was initially scheduled to expire on November 3, 2007.The second share repurchase program was initially scheduled to expire on November 13, 2008.

d. Plan or program that has expired during the period covered by the table:The first share repurchase program expired on May 14, 2007.

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

108

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PART III

**Item 17. Financial Statements**

Not applicable

**Item 18. Financial Statements**

Incorporated by reference herein from the AXA Group 2007 Annual Report, Part V pages 198 to 375.

F-1

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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 ofincome, of shareholders' equity and of cash flows (appearing in the AXA Group 2007 Annual Report, PartV on pages 198 to 375) and the financial statement schedule appearing on S-l to S-6, present fairly, in allmaterial respects, the financial position of AXA and its subsidiaries at December 31, 2007, 2006 and 2005,and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2007 in conformity with International Financial Reporting Standards as issued by theInternational Accounting Standards Board and in conformity with International Financial ReportingStandards as adopted by the European Union. Also in our opinion, the Company maintained, in all materialrespects, effective internal control over financial reporting as of December 31, 2007, based on criteriaestablished in Internal Control - Integrated Frameworkissued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). The Company's management is responsible for thesefinancial statements, for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in "Management'sreport on internal controls over financial reporting", appearing under Item 15(b) of this 2007 Annual Report on Form 20-F.Our responsibility is to express opinions on these financial statements and on the Company's internalcontrol over financial reporting based on our audits (which were integrated audits in 2007 and 2006). Weconducted 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 performthe audits to obtain reasonable assurance about whether the financial statements are free of materialmisstatement and whether effective internal control over financial reporting was maintained in all materialrespects. Our audits of the financial statements included examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation.Our audit of internal control over financial reporting included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our auditsalso included performing such other procedures as we considered necessary in the circumstances. Webelieve 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 assuranceregarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internal control overfinancial 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 thecompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.

F-2

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

Neuilly-sur-Seine, FranceApril 30, 2008

PricewaterhouseCoopers Audit

|Michael P. Nelligan |  | Eric Dupont | 
|------------------- |  | ----------- | 



F-3

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ScheduleAXA (Parent Company)

**BALANCE SHEET**

Assets

|                                              |  |                          |  |                                 |  |                        |  |                                              |  | (in euro millions)                            | 
|--------------------------------------------- |  | ------------------------ |  | ------------------------------- |  | ---------------------- |  | -------------------------------------------- |  | --------------------------------------------- | 
|                                              |  | **December 31, 2007**    |  | ****                            |  |                        | 
|                                              |  | **Gross carrying value** |  | **Amortizationsand provisions** |  | **Net carrying value** |  | **Net carryingvalue as atDecember 31, 2006** |  | **Net carryingvalue as at December 31, 2005** | 
|FIXED ASSETS                                  |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|INTANGIBLE ASSETS                             |  | 322                      |  | -                               |  | 322                    |  | 322                                          |  | 324                                           | 
|TANGIBLE ASSETS                               |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|Land                                          |  | -                        |  | -                               |  | -                      |  | -                                            |  | 2                                             | 
|Buildings and other fixed assets              |  | 1                        |  | -                               |  | 1                      |  | 2                                            |  | 7                                             | 
|FINANCIAL ASSETS                              |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|Investments in subsidiaries                   |  | 48,310                   |  | 577                             |  | 47,733                 |  | 46,756                                       |  | 37,428                                        | 
|Receivables from subsidiaries                 |  | 3,152                    |  | 10                              |  | 3,142                  |  | 3,046                                        |  | 2,483                                         | 
|Other financial assets                        |  | 776                      |  | -                               |  | 776                    |  | 228                                          |  | 106                                           | 
|Loans                                         |  | 72                       |  | 12                              |  | 60                     |  | 510                                          |  | 13                                            | 
|                                              |  | **52,633**               |  | **599**                         |  | **52,034**             |  | **50,864**                                   |  | **40,363**                                    | 
|CURRENT ASSETS                                |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|OPERATING RECEIVABLES                         |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|Tax receivables                               |  | 40                       |  | -                               |  | 40                     |  | 3                                            |  | 274                                           | 
|Receivables and subsidiaries' currentaccounts |  | 337                      |  | 2                               |  | 335                    |  | 333                                          |  | 427                                           | 
|Securities                                    |  | 437                      |  | -                               |  | 437                    |  | -                                            |  | -                                             | 
|Cash instruments                              |  | 105                      |  | -                               |  | 105                    |  | 60                                           |  | 6                                             | 
|Cash and cash equivalents                     |  | 2,542                    |  | -                               |  | 2,542                  |  | 317                                          |  | 320                                           | 
|Prepaid expenses                              |  | 8                        |  | -                               |  | 8                      |  | 8                                            |  | 6                                             | 
|                                              |  | **3,468**                |  | **2**                           |  | **3,466**              |  | **722**                                      |  | **1,033**                                     | 
|PREPAYMENTS AND ACCRUED INCOME                |  |                          |  |                                 |  |                        |  |                                              |  |                                               | 
|Deferred charges                              |  | 246                      |  | 191                             |  | 55                     |  | 57                                           |  | 36                                            | 
|Bond redemption premiums                      |  | 4                        |  | -                               |  | 4                      |  | 4                                            |  | 4                                             | 
|Unrealized foreign exchange losses            |  | 50                       |  | -                               |  | 50                     |  | 60                                           |  | 85                                            | 
|TOTAL ASSETS                                  |  | 56,401                   |  | 792                             |  | 55,608                 |  | 51,707                                       |  | 41,521                                        | 

S-1

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ScheduleAXA (Parent Company)

Liabilities

|                                              |  |                            |  |                            |  | (in euro millions)         | 
|--------------------------------------------- |  | -------------------------- |  | -------------------------- |  | -------------------------- | 
|                                              |  | **As at December 31,2007** |  | **As at December 31,2006** |  | **As at December 31,2005** | 
|SHAREHOLDERS' EQUITY                          |  |                            |  |                            |  |                            | 
|CAPITAL                                       |  |                            |  |                            |  |                            | 
|Ordinary shares                               |  | 4,719                      |  | 4,793                      |  | 4,286                      | 
|CAPITAL IN EXCESS OF NOMINAL VALUE            |  |                            |  |                            |  |                            | 
|Issue premiums                                |  | 15,910                     |  | 17,030                     |  | 13,235                     | 
|Merger and contribution premiums              |  | 1,060                      |  | 1,058                      |  | 1,058                      | 
|RESERVES                                      |  |                            |  |                            |  |                            | 
|Legal reserve                                 |  | 479                        |  | 433                        |  | 433                        | 
|Specific reserves for long term capital gains |  | 2,016                      |  | 2,016                      |  | 2,016                      | 
|Other reserves                                |  | 3,866                      |  | 3,866                      |  | 3,866                      | 
|Retained earnings                             |  | 714                        |  | 1,531                      |  | 2,029                      | 
|Tax driven provision                          |  | 4                          |  | -                          |  | -                          | 
|Net income for the financial year             |  | 1,765                      |  | 1,433                      |  | 1,137                      | 
|                                              |  | **30,533**                 |  | **32,160**                 |  | **28,060**                 | 
|OTHER SHAREHOLDERS' EQUITY                    |  |                            |  |                            |  |                            | 
|Perpetual subordinated notes                  |  | 6,323                      |  | 4,824                      |  | 892                        | 
|                                              |  | **6,323**                  |  | **4,824**                  |  | **892**                    | 
|PROVISIONS FOR CONTINGENT LIABILITIES         |  | 1,166                      |  | 817                        |  | 1,139                      | 
|LIABILITIES                                   |  |                            |  |                            |  |                            | 
|SUBORDINATED DEBTS                            |  | 6,891                      |  | 7,976                      |  | 8,214                      | 
|FINANCIAL DEBTS                               |  | 8,576                      |  | 4,974                      |  | 2,468                      | 
|OPERATING PAYABLES                            |  |                            |  |                            |  |                            | 
|Tax payables                                  |  | -                          |  | 98                         |  | 1                          | 
|Social payables                               |  | 1                          |  | 1                          |  | 1                          | 
|OTHER PAYABLES                                |  |                            |  |                            |  |                            | 
|Debts on fixed assets                         |  | 54                         |  | 54                         |  | 54                         | 
|Other                                         |  | 937                        |  | 114                        |  | 229                        | 
|Cash instruments                              |  | -                          |  | 15                         |  | -                          | 
|Deferred income                               |  | 9                          |  | 10                         |  | 2                          | 
|                                              |  | **16,469**                 |  | **13,242**                 |  | **10,969**                 | 
|PREPAYMENTS AND ACCRUED EXPENSE               |  |                            |  |                            |  |                            | 
|Unrealized foreign exchange gains             |  | 1,117                      |  | 663                        |  | 461                        | 
|TOTAL LIABILITIES ANDSHAREHOLDERS' EQUITY     |  | 55,608                     |  | 51,707                     |  | 41,521                     | 

S-2

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ScheduleAXA (Parent Company)

**INCOME STATEMENT**

|                                                               |  |                     |  |             |      | (in euro millions) |     
|-------------------------------------------------------------- |  | ------------------- |  | ----------- | ---- | ------------------ | ----
|                                                               |  |                     |  | **2007**    |      | **2006**           |     
|I. RESULT ON ORDINARY ACTIVITIES                               |  |                     |  | ****        | **** | ****               | ****
|FINANCIAL & OPERATING REVENUES                                 |  |                     |  |             |      |                    |     
|Dividends received from subsidiaries                           |  |                     |  | 2,178       |      | 1,581              |     
|Revenues on short-term investments                             |  |                     |  | 450         |      | 301                |     
|Releases and expense transfers                                 |  |                     |  |             |      |                    |     
|Other revenues                                                 |  |                     |  | 7           |      | 7                  |     
|                                                               |  | **I**               |  | **2,635**   |      | **1,889**          |     
|OPERATING EXPENSES                                             |  |                     |  |             |      |                    |     
|External expenses and other expenses                           |  |                     |  | (220)       |      | (180)              |     
|Tax expenses                                                   |  |                     |  | (2)         |      | (1)                |     
|Payroll and compensation                                       |  |                     |  | (5)         |      | (6)                |     
|Interest expense                                               |  |                     |  | (988)       |      | (635)              |     
|Allowances: for depreciation of buildings and deferred charges |  |                     |  | (12)        |      | (10)               |     
|Other expenses                                                 |  |                     |  |             |      |                    |     
|                                                               |  | **II**              |  | **(1,228)** |      | **(832)**          |     
|OPERATING PROFIT                                               |  | (III = l + II)      |  | 1,407       |      | 1,057              |     
|CONTRIBUTION ON COMMON OPERATIONS                              |  | IV                  |  | -           |      | -                  |     
|FINANCIAL OPERATIONS ON SECURITIES                             |  |                     |  |             |      |                    |     
|Net income on sales of short-term securities                   |  |                     |  | -           |      | -                  |     
|INVESTMENT RESULT ON SECURITIES                                |  | V                   |  | -           |      | -                  |     
|PROFIT ON ORDINARY ACTIVITIES BEFORE TAX                       |  | (VI = III + IV + V) |  | 1,407       |      | 1,057              |     
|II. RESULT ON CAPITAL OPERATIONS                               |  |                     |  |             |      |                    |     
|Proceeds from the sale of fixed assets                         |  |                     |  | 1,916       |      | 115                |     
|Releases of provisions for contingent liabilities              |  |                     |  | 2           |      | 2                  |     
|Releases of equity shares provisions                           |  |                     |  | 24          |      | 66                 |     
|Foreign exchange result                                        |  |                     |  | 564         |      | 533                |     
|Net book value on the sale of fixed assets                     |  |                     |  | (1,633)     |      | (102)              |     
|Allowances to provisions for contingent liabilities            |  |                     |  | (287)       |      | (104)              |     
|Allowances to equity shares provisions                         |  |                     |  | (112)       |      | (89)               |     
|Exceptional result                                             |  |                     |  | (155)       |      | -                  |     
|                                                               |  | **VII**             |  | **318**     |      | **421**            |     
|INCOME TAX BENEFIT / EXPENSE                                   |  | VIII                |  | 40          |      | (45)               |     
|lll. NETINCOME FOR THE FINANCIAL YEAR                          |  | VI + VII +VIII      |  | 1,765       |      | 1,433              |     

S-3

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ScheduleAXA (Parent Company)

**STATEMENT OF CASH FLOWS**

|                                                                                    |  |                              |  |                              |  | (in euro millions)           | 
|----------------------------------------------------------------------------------- |  | ---------------------------- |  | ---------------------------- |  | ---------------------------- | 
|                                                                                    |  | From 01/01/2007to 12/31/2007 |  | From 01/01/2006to 12/31/2006 |  | From 01/01/2005to 12/31/2005 | 
|CASH INFLOWS                                                                        |  |                              |  |                              |  |                              | 
|Profit on ordinary activities before tax                                            |  | 1.407                        |  | 1,057                        |  | 1,043                        | 
|Loss due to cancellation of bonds                                                   |  | -                            |  | -                            |  | 236                          | 
|Result on capital operations before tax                                             |  | 318                          |  | 421                          |  | (530)                        | 
|Income tax expense/ benefit                                                         |  | 40                           |  | (46)                         |  | 623                          | 
|Changes in reserves and amortization                                                |  | 462                          |  | (288)                        |  | 146                          | 
|Cash flow for the year                                                              |  | 2,228                        |  | 1,144                        |  | 1,518                        | 
|Increases in shareholders' equity                                                   |  | 703                          |  | 4.605                        |  | 356                          | 
|New borrowings                                                                      |  | 4.959                        |  | 7,074                        |  | 1,075                        | 
|Sale or decrease in fixed assets-  Tangible fixed assets-  Financial assets         |  | 34,622                       |  | 81,934                       |  | 32,373                       | 
|TOTAL CASH INFLOWS                                                                  |  | 12,515                       |  | 14,765                       |  | 5,325                        | 
|CASH OUTFLOWS                                                                       |  |                              |  |                              |  |                              | 
|Dividends paid out during the year                                                  |  | 2,203                        |  | 1,635                        |  | 1.164                        | 
|Repayments of financial debts                                                       |  | 1,025                        |  | 835                          |  | 1,033                        | 
|Purchase of fixed assets-  Tangible fixed assets-  Financial assets                 |  | -4,450                       |  | -12,447                      |  | 31,768                       | 
|Reduction of capital                                                                |  | 1,899                        |  | 305                          |  | 1,794                        | 
|TOTAL CASH OUTFLOWS                                                                 |  | 9,577                        |  | 15,222                       |  | 5,762                        | 
|CHANGEINWORKING CAPITAL                                                             |  | 2,938                        |  | (457)                        |  | (436)                        | 
|Short-term equivalents                                                              |  |                              |  |                              |  |                              | 
|Change in:-  operating receivables-  operating payables-  cash and cash equivalents |  | 462152,461                   |  | (307)(79)(71)                |  | 21672(724)                   | 
|TOTAL                                                                               |  | 2,938                        |  | (457)                        |  | (436)                        | 

S-4

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ScheduleAXA (Parent Company)

Notes to Parent Company Financial Statements

1.   Long-term Debt and Other Obligations

At December 31, 2007, 2006 and 2005, long-term debt and borrowings amounted to 8,505 million, 4,932million and 2,431 million, respectively. At December 31, 2007 aggregate maturities of long-term debt andborrowings based on required payments at maturity for 2007, the following four years and thereafter were4,144 million in 2008, 590 million in 2009, 951 million in 2010, 263 million in 2011, and 2,557million in 2012 and thereafter.

Information relating to financing debt (including terms of redemption by the issuer and shareconversion) is incorporated by reference herein from the AXA Group2007 Annual Report - Part V, Note 16 (pages 300 to 302).

2.   Guarantees

The guarantees given by the Company were 8,565 million as at December 31, 2007, and consistedmainly of guarantees given to Group entities (5,828 million) and redemption premium onsubordinated convertible bonds for 780 million.The guarantees received by the Company amounted to 6,879 million at December 31, 2007 and consisted mainly ofcredit lines from banks.Guarantees are described in Note 27 "Related party transactions" and Note 28 "Contingent assets andliabilities and unrecognized contractual commitments" included in Item 18 of this Annual Report on Form20-F.

3.   Material Differences Between French GAAP and IFRS

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

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

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|NET INCOME                                                    |  |       |  |       |  |                   | 
|------------------------------------------------------------- |  | ----- |  | ----- |  | ----------------- | 
|                                                              |  |       |  |       |  | (in Euro million) | 
|                                                              |  | 2 007 |  | 2 006 |  | 2005 (a)          | 
|Net income in accordance with French GAAP (statutory basis)   |  | 1 765 |  | 1 433 |  | 1 137             | 
|Dividends from subsidiaries                                   |  | -2171 |  | -1574 |  | -1420             | 
|Contribution of consolidated subsidiaries under equity method |  | 6198  |  | 5669  |  | 4493              | 
|Other adjustments                                             |  | -126  |  | -443  |  | 108               | 
|Net income in accordance with IFRS (consolidated basis)       |  | 5 666 |  | 5 085 |  | 4 318             | 

(a) Following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity,



|SHAREHOLDERS' EQUITY                                                  |  |        |  |        |  |                   | 
|--------------------------------------------------------------------- |  | ------ |  | ------ |  | ----------------- | 
|                                                                      |  |        |  |        |  | (in Euro million) | 
|                                                                      |  | 2 007  |  | 2 006  |  | 2005 (a)          | 
|Shareholders' equity in accordance with French GAAP (statutory basis) |  | 30 533 |  | 32 160 |  | 28 060            | 
|Equity method adjustments                                             |  | 15 109 |  | 15066  |  | 8465              | 
|Shareholders' equity in accordance with IFRS (consolidated basis)     |  | 45 642 |  | 47 226 |  | 36 525            | 

(a) Following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders' equity.



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Item 19. Exhibits

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

|IndexNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1.          |  | (a) "Statuts" of the Company. (b) "Règlement Intérieur" of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|2.          |  | Amended and Restated Deposit Agreement, dated as of April 27, 2001, among AXA, TheBank of New York and all owners from time to time of American Depositary Receipts issuedthereunder, 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, as amended, dated as of January 22, 1997, filed as Exhibit 9.2 to theCompany's Registration Statement on Form F-4 filed on November 21, 2000 (registration no.333-50438) and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                         | 
|4.          |  | (a) Merger Agreement, dated as of June 29, 2005, between AXA and FINAXA, filed asExhibit 4(a) to the Company's Annual Report on Form 20-F filed on June 29, 2006 andincorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                          | 
|            |  | (b) Employment Agreement, dated May 11, 2001, between Christopher M. Condron, andAXA Financial, Inc., filed as exhibit 10.16 to the Company's Quarterly Report on Form 10-Qfor the period ended June 30, 2001, filed on August 13, 2001 and incorporated herein byreference.                                                                                                                                                                                                                                                                                                                   | 
|8.          |  | List of the Company's consolidated subsidiaries at December 31, 2007 is provided in Note 2to the Consolidated financial statements included as Part V in the AXA Group 2007 AnnualReport 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 theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|            |  | (b) Certification required of the Chief Financial Officer required by Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|13.         |  | (a) Certification required of the Chief Executive Officer required by Section 906 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|            |  | (b) Certification required of the Chief Financial Officer required by Section 906 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|15.         |  | (a) Consent of Independent Accountants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|            |  | (b) The specific portions of the AXA Group 2007 Annual Report incorporated by referencein this Annual Report on Form 20-F (incorporated by reference from Exhibit 1 of AXA's Reporton Form 6-K furnished to the SEC on April 28, 2008). For the avoidance of doubt, the AXAGroup 2007 Annual Report contained in Exhibit 1 of AXA's Report on Form 6-K furnishedto the SEC on April 28, 2008 is furnished to the SEC for information only and is not herebyfiled as an exhibit except for such specific portions as are expressly incorporated by referencein this Annual Report on Form 20-F. | 

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**Signatures**

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

| |  | AXA
/s/ Denis Duverne                                               | 
| |  | ------------------------------------------------------------------- | 
| |  | Denis Duverne Chief Financial OfficerMember of the Management Board | 

Date: April 30, 2008

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INDEX TO EXHIBITS

|IndexNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1.          |  | (a) "Statuts" of the Company.* (b) "Règlement Intérieur" of the Company.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|2.          |  | Amended and Restated Deposit Agreement, dated as of April 27, 2001, among AXA, TheBank of New York and all owners from time to time of American Depositary Receipts issuedthereunder, 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, as amended, dated as of January 22, 1997, filed as Exhibit 9.2 to theCompany's Registration Statement on Form F-4 filed on November 21, 2000 (registration no.333-50438) and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                         | 
|4.          |  | (a) Merger Agreement, dated as of June 29, 2005, between AXA and FINAXA, filed asExhibit 4(a) to the Company's Annual Report on Form 20-F filed on June 29, 2006 andincorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                          | 
|            |  | (b) Employment Agreement, dated May 11, 2001, between Christopher M. Condron, andAXA Financial, Inc., filed as exhibit 10.16 to the Company's Quarterly Report on Form 10-Qfor the period ended June 30, 2001, filed on August 13, 2001 and incorporated herein byreference.                                                                                                                                                                                                                                                                                                                   | 
|8.          |  | List of the Company's consolidated subsidiaries at December 31, 2007 is provided in Note 2to the consolidated financial statements included as Part V in the AXA Group 2007 AnnualReport 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 theSarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|            |  | (b) Certification required of the Chief Financial Officer required by Section 302 of theSarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|13.         |  | (a) Certification required of the Chief Executive Officer required by Section 906 of theSarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|            |  | (b) Certification required of the Chief Financial Officer required by Section 906 of theSarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|15.         |  | (a) Consent of Independent Accountants. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|            |  | (b) The specific portions of the AXA Group 2007 Annual Report incorporated by referencein this Annual Report on Form 20-F (incorporated by reference from Exhibit 1 of AXA's Reporton Form 6-K furnished to the SEC on April 28, 2008). For the avoidance of doubt, the AXAGroup 2007 Annual Report contained in Exhibit 1 of AXA's Report on Form 6-K furnishedto the SEC on April 28, 2008 is furnished to the SEC for information only and is not herebyfiled as an exhibit except for such specific portions as are expressly incorporated by referencein this Annual Report on Form 20-F. | 

* Filed as exhibit herewith.

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