As filed with the Securities Commission on June 25,2004 UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549


---

FORM
  20-F


ANNUAL REPORT PURSUANT TO SECTION
  13 OR 15(d) 
  OF THE SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended December 31, 2003

|Commission File Number:
        1-14410                                                                                                                                                                                                                                                                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                               
|AXA                                                                                                                                                                                                                                                                                                                                                                                            
|(Exact name of Registrant as
        specified in its charter)                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                               
|N
        / A                                                                                                                                                                                                                                                                                                                                                                                  
|(Translation
        of Registrants                                                                                                                                                                                                                                                                                                                                                           
|name
        into English)                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                               
|25, avenue Matignon - 75008
        Paris - France                                                                                                                                                                                                                                                                                                                                             
|(Address of registrants
        principal executive offices)                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|Securities registered or to
        be registered pursuant to Section 12(b) of the Act:                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                               
|Title of each class:                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|Ordinary shares                                                                                                                                                                                                                                                                                                                                                                                
|American Depositary Shares                                                                                                                                                                                                                                                                                                                                                                     
|(as evidenced by American Depositary
        Receipts),                                                                                                                                                                                                                                                                                                                                        
|each representing one Ordinary
        Share                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                               
|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
        March 31, 2004 was: 1,778,103,135 Ordinary Shares of euro 2.29 nominal
        value per share, including 62,554,091 American Depositary Shares (as evidenced
        by American Depositary Receipts), each representing one Ordinary Share.                                
|                                                                                                                                                                                                                                                                                                                                                                                               
|Indicate by check mark
        whether the registrant (1) has filed all reports required to be filed
        by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
        preceding 12 months (or for such shorter period that the registrant was
        required to file such reports) and (2) has been subject to such filing
        requirements for the past 90 days.
|                                                                                                                                                                                                                                                                                                                                                                                               
|Yes [X]         
        No[  ]                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                               
|Indicate by check mark which
        financial statement item the registrant has elected to follow:                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                               
|Item 17 [  ]        
        Item 18[X]                                                                                                                                                                                                                                                                                                                                                        





Table
  of contents:

|Presentation of Information                       | 3                                                                                  |     
|------------------------------------------------- | ---------------------------------------------------------------------------------- | ----
|Exchange Rate Information                         | 3                                                                                  |     
|Special Note Regarding Forward-Looking Statements | 4                                                                                  |     
|                                                  |                                                                                    |     
|                                                  |                                                                                    |     
|PART I                                            |                                                                                    |     
|                                                  |                                                                                    |     
|Item 1                                            | Identity of Directors, Senior Management
      and Advisors                        | 6   
|Item 2                                            | Offer Statistics and Expected Timetable                                            | 6   
|Item 3                                            | Key Information                                                                    | 6   
|Item 4                                            | Information on the Company                                                         | 25  
|Item 5                                            | Operating and Financial Review and Prospects                                       | 66  
|Item 6                                            | Directors, Senior Management and Employees                                         | 130 
|Item 7                                            | Major Shareholders and Related Party Transactions                                  | 149 
|Item 8                                            | Financial Information                                                              | 153 
|Item 9                                            | The Offer and Listing                                                              | 153 
|Item 10                                           | Additional Information                                                             | 157 
|Item 11                                           | Quantitative and Qualitative Disclosures
      About Market Risk                   | 190 
|Item 12                                           | Description of Securities other than Equity
      Securities                       | 203 
|                                                  |                                                                                    |     
|                                                  |                                                                                    |     
|PART II                                           |                                                                                    |     
|                                                  |                                                                                    |     
|Item 13                                           | Defaults, Dividend Arrearages and Delinquencies                                    | 204 
|Item 14                                           | Material Modifications to the Rights of
      Security Holders and Use of Proceeds | 204 
|Item 15                                           | Disclosure Controls and Procedures                                                 | 204 
|Item 16                                           | Reserved                                                                           | 206 
|                                                  |                                                                                    |     
|                                                  |                                                                                    |     
|PART III                                          |                                                                                    |     
|                                                  |                                                                                    |     
|Item 17                                           | Financial Statements                                                               | 208 
|Item 18                                           | Financial Statements                                                               | F-1 
|Item 19                                           | Exhibits                                                                           | E-1 
|                                                  |                                                                                    |     
|                                                  | Signatures                                                                         | SS-1

.
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



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Presentation
  of Information

This Annual Report on Form 20-F (referred to herein as the annual report) has been filed with the United States Securities and Exchange Commission (referred to in this annual report as the U.S. SEC or SEC).

In this annual report, the Company refers to AXA SA, the parent company which is a société anonyme organized under the laws of France, and AXA refers to the Company together its direct and indirect subsidiaries. The Companys ordinary shares are referred to in this annual report as Shares or ordinary shares. The principal trading market for the Companys ordinary shares is the Premier Marché of the Euronext Paris SA., which we refer to in this annual report as the ParisBourse). The Companys American Depositary Shares and Receipts are referred to in this annual report as ADSs and ADRs, respectively.

The ADSs and ADRs are listed on the New York Stock Exchange (referred to in this annual report as NYSE). At the annual general meeting of shareholders of AXA held on May 9, 2001, the Companys shareholders approved a 4-for-1 stock split of its outstanding ordinary shares. Immediately following this stock split, which became effective on May 16, 2001, the ratio between the AXA ordinary share and the ADS was changed from one ADS representing one-half of an ordinary share to one ADS representing one ordinary share. Unless otherwise indicated, all information contained in this annual report is on a post-stock split basis and reflects the corresponding ratio change between the ADS and ordinary share.

This annual report includes AXAs consolidated financial statements for the years ended December 31, 2003, 2002 and 2001 and as at December 31, 2003 and 2002. AXAs consolidated financial statements, including the notes thereto, are included in Item 18 - Financial Statements and have been prepared in accordance with accounting principles generally accepted in France, which we refer to in this annual report as French GAAP. Unless noted otherwise, the financial information contained in this annual report is presented in accordance with French GAAP. French GAAP is based on requirements set forth in French law and in European regulations that are described in notes 1 and 2 to the consolidated financial statements. French GAAP differs significantly from accounting principles generally accepted in the United States of America, which we refer to in this annual report as U.S. GAAP. See notes 33 and 34 to the consolidated financial statements for a description of the significant differences between French GAAP and U.S. GAAP, a reconciliation of net income and shareholders equity from French GAAP to U.S. GAAP and additional U.S. GAAP disclosures.

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

Exchange
  Rate Information

France is a member of the European Monetary Union (EMU). On January 1, 1999 a single European currency known as the Euro was introduced and became the lawful currency of the EMU member states which include: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain and Sweden. On such date, the legal rate of conversion between the French franc and the Euro was fixed at FF 6.55957 =1.00 and transactions denominated in Euro started to take place, including new public debt issues. Euro banknotes and coins came into circulation on January 1, 2002. Outstanding obligations denominated in national

/3



currencies have been converted at the legal rates established on January 1, 1999 (unless specific contracts provide for an alternative conversion rate). On July 1, 2002, the Central European Bank withdrew the national currencies from circulation, and these currencies are no longer be legal tender for any transactions.

AXA publishes its consolidated financial statements in Euro (Euro, euro or). Unless noted otherwise, all amounts in this annual report are expressed in Euro. The currency of the United States will be referred to as US dollars or US$ or $. For historical exchange rate information, refer to Item 3-Key Information-Exchange Rate Information.

For a discussion of the impact of foreign currency fluctuations on AXAs financial condition and results of operations, see Item 5-Operating and Financial Review and Prospects-Market Conditions in 2003.

Special
  Note Regarding Forward-Looking Statements

This annual report and other publicly available documents may include, and AXAs officers and representatives may from time to time make, statements which may constitute forward looking statements within the meaning of the U.S. Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent AXAs belief regarding future events many of which, by their nature, are inherently uncertain and outside of AXAs control.

These statements may address among other things, AXAs financial condition, results of operations and business, including its strategy for growth, product development, regulatory approvals, market position, embedded value and reserves. All statements other than statements of historical facts are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on managements current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements, including those discussed elsewhere in this annual report and in AXAs other public filings, press releases, oral presentations and discussions. Forward-looking statements include, among other things, discussions concerning the potential exposure of AXA to market risks, as well as statements expressing managements expectations, beliefs, estimates, forecasts, projections and assumptions.

Forward-looking statements in this annual report are identified by use of the following words and other similar expressions, among others:

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

/4



The following factors could affect the future results of operations of AXA and could cause those results to differ materially from those expressed in the forward-looking statements included in this annual report:

| | the intensity of competition from other financial
      institutions;                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | AXAs experience with regard to mortality
      and morbidity trends, lapse rates and policy renewal levels relating to
      its life & savings operations, which also include health products;                                                                                                                                                                                                                                                                      
| | the frequency, severity and development of property
      & casualty claims, including catastrophic events which are uncertain
      in nature, and policy renewal rates relating to AXAs property &
      casualty business;                                                                                                                                                                                                                                        
| | re-estimates of AXAs reserves for future
      policy benefits and claims;                                                                                                                                                                                                                                                                                                                                                                                           
| | market risks related to (a) stock market prices,
      fluctuations in interest rates, and foreign currency exchange rates, (b) adverse
      changes in the economy in AXAs major markets and other adverse developments
      that may affect the value of AXAs investments and/or result in investment
      losses and default losses, (c) the use of derivatives and AXAs ability
      to hedge such exposures effectively, and (d) counterparty credit risk;
| | the continuing impact of the September 11, 2001
      terrorist attacks on the United States, the military and other responsive
      actions, the impact of more recent terrorist attacks and possibility of
      future terrorist-related incidents;                                                                                                                                                                                                               
| | AXAs ability to develop, distribute and
      administer competitive products and services in a timely, cost-effective
      manner and its ability to develop information technology and management
      information systems to support strategic goals while continuing to control
      costs and expenses;                                                                                                                                                      
| | AXAs visibility in the market place, the
      financial and claims-paying ability ratings of its insurance subsidiaries,
      as well as AXAs ability to access adequate financing to support its
      future business;                                                                                                                                                                                                                                          
| | the effect of changes in laws and regulations
      on AXAs businesses, including changes in tax laws affecting insurance
      (including annuity products) as well as operating income and changes in
      accounting and reporting practices;                                                                                                                                                                                                                    
| | the costs of defending litigation, the risk of
      unanticipated material adverse outcomes in such litigation and AXAs
      exposure to other contingent liabilities;                                                                                                                                                                                                                                                                                             
| | adverse political developments around the world,
      particularly in the principal markets in which AXA and its subsidiaries
      operate;                                                                                                                                                                                                                                                                                                                         
| | the performance of others on whom AXA relies
      for distribution, investment management, reinsurance and other services;
      and                                                                                                                                                                                                                                                                                                                                 
| | the effect of any pending or future acquisitions
      or disposals.                                                                                                                                                                                                                                                                                                                                                                                                  

The above factors are in addition to those factors discussed elsewhere in this annual report including matters discussed under Item 3 - Key Information - Risk Factors; Item 4 - Information on the Company; Item 5 -Operating and Financial Review and Prospects; and Item 11 - Quantitative and Qualitative Disclosures About Market Risk. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at the date of the particular statement. AXA undertakes no obligation to (and expressly disclaims any such obligations to) update publicly or revise any forward-looking statement as a result of new information, future events or otherwise. In light of these risks, AXAs results could differ materially from the forward-looking statements contained in this annual report.

/5



PART
  I



|Item
      1: | Identity
      of Directors, Senior
      Management and Advisors Not
      applicable.
|------------- | ---------------------------------------------------------------------------------------
|Item
      2: | Offer
        Statistics and Expected Timetable Not
        applicable.                
|Item
      3: | Key
      Information                                                                  

Selected
  Consolidated Financial Data

The selected historical consolidated financial data presented below have been derived from AXAs consolidated financial statements and related notes for the years ended December 31, 2003, 2002, 2001, 2000 and 1999. The historical data set out below is only a summary. You should read it in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2003, 2002 and 2001 and as at December 31, 2003 and 2002 included elsewhere in this annual report.

AXAs consolidated financial statements have been prepared in accordance with French GAAP. At January 1, 2001, new French Regulations became effective in respect of consolidated financial statements prepared by French insurance companies and groups (Regulation No. 2000-05 of theComité de la Réglementation Comptable).Most of the accounting policies set forth in the new French Regulations were already in effect at AXA and, therefore, the adoption had limited impact to the consolidated operating results and financial position of AXA. The after-tax cumulative effect of the changes in French accounting principles was a charge of593 million against consolidated shareholders equity at January 1, 2001, or a decrease of 2%. In addition, the new French Regulations prescribed certain presentational changes. Consequently, certain financial data under French GAAP presented in the tables below as at and for the years ended December 31, 2000 and 1999 have been restated unless otherwise indicated. The French GAAP accounting policies arising from the adoption of the new French Regulations are described in notes 1 and 2 to the consolidated financial statements included elsewhere in this annual report.

French GAAP differs in certain material respects from U.S. GAAP. For a description of the material differences between French GAAP and U.S. GAAP relevant to AXA, please see Item 5  Operating and Financial Review and Prospects  Other Matters  Reconciliation of French GAAP to U.S. GAAP and notes 33 and 34 to the consolidated financial statements. As indicated in note 33, in 2002 the U.S. GAAP adjustments as of and for the year ended December 31, 2001 had been restated for the accounting for other-than-temporary declines in value for securities, which reduced AXAs 2001 U.S. GAAP consolidated net income by1,128 million to356 million. This adjustment did not change AXAs consolidated shareholders equity.

AXA Insurance Holding in Japan and its subsidiaries use a financial year-end of September 30 and are consolidated as at and for the year ended September 30 in AXAs consolidated financial statements.

/6



|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 
|------------------------------------------------------------- | ------------------------ |  | ------- |  | ------- |  | ------- |  | ------- |  | ------- | 
|                                                              | Years ended December 31, | 
|                                                              | 2003                     |  | 2003    |  | 2002    |  | 2001    |  | 2000    |  | 1999    | 
|(in millions, except per ordinary share amounts)              | (US $)(f)                |  | ()     |  | ()     |  | ()     |  | ()     |  | ()     | 
|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 
|Income Statement Data:                                        |                          |  |         |  |         |  |         |  |         |  |         | 
|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 
|In accordance with French GAAP:                               |                          |  |         |  |         |  |         |  |         |  |         | 
|Gross premiums and financial services revenues                | 90,230                   |  | 71,628  |  | 74,727  |  | 74,832  |  | 79,971  |  | 66,528  | 
|Net investment result (a)                                     | 33,930                   |  | 26,935  |  | (8,713) |  | (1,244) |  | 14,811  |  | 29,268  | 
|Total revenues                                                | 124,563                  |  | 98,883  |  | 65,632  |  | 73,233  |  | 94,342  |  | 95,806  | 
|Income before income tax expense (i)                          | 3,259                    |  | 2,587   |  | 2,597   |  | 1,721   |  | 9,176   |  | 4,816   | 
|Income tax expense                                            | (675)                    |  | (536)   |  | (426)   |  | (45)    |  | (2,773) |  | (1,292) | 
|Minority interests                                            | (306)                    |  | (243)   |  | (368)   |  | (385)   |  | (2,124) |  | (858)   | 
|Equity in income (loss) from affiliated entities              | 52                       |  | 41      |  | 23      |  | 17      |  | (23)    |  | (10)    | 
|Net income (i)                                                | 1,266                    |  | 1,005   |  | 949     |  | 520     |  | 3,904   |  | 2,021   | 
|Net income per ordinary share and per ADS: (b)
      (d)      |                          |  |         |  |         |  |         |  |         |  |         | 
| basic                                                       | 0.72                     |  | 0.57    |  | 0.55    |  | 0.30    |  | 2.57    |  | 1.43    | 
| diluted                                                     | 0.71                     |  | 0.56    |  | 0.55    |  | 0.32    |  | 2.44    |  | 1.35    | 
|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 
|In accordance with US GAAP:                                   |                          |  |         |  |         |  |         |  |         |  |         | 
|Gross premiums, net of reinsurance (c)                        | 44,813                   |  | 35,574  |  | 38,845  |  | 40,099  |  | 35,538  |  | 29,341  | 
|Income from continuing operations (before tax)                | 6,554                    |  | 5,203   |  | (1,125) |  | 876     |  | 1,478   |  | 970     | 
|Income from continuing operations                             |                          |  |         |  |         |  |         |  |         |  |         | 
|(after tax and minority interest)                             | 4,627                    |  | 3,673   |  | (2,588) |  | 356     |  | 951     |  | 864     | 
|Income from discontinued operations (net of tax) (i)          |                         |  |        |  |        |  |        |  | 192     |  | 344     | 
|Gain on sale of discontinued operation (net of tax)
      (i) |                         |  |        |  |        |  |        |  | 2,105   |  |        | 
|Net income                                                    | 4,627                    |  | 3,673   |  | (2,588) |  | 356     |  | 3,248   |  | 1,209   | 
|Net income per ordinary share: (b) (d)                        |                          |  |         |  |         |  |         |  |         |  |         | 
|Basic                                                         |                          |  |         |  |         |  |         |  |         |  |         | 
|Income from continuing
      operations                       |                          |  |         |  |         |  |         |  |         |  |         | 
|(after tax and minority
      interest)                       | 2.67                     |  | 2.12    |  | (1.52)  |  | 0.21    |  | 0.63    |  | 0.62    | 
|Net income                                                    | 2.67                     |  | 2.12    |  | (1.52)  |  | 0.21    |  | 2.16    |  | 0.87    | 
|Diluted                                                       |                          |  |         |  |         |  |         |  |         |  |         | 
|Income from continuing
      operations                       |                          |  |         |  |         |  |         |  |         |  |         | 
|(after tax and minority
      interest)                       | 2,60                     |  | 2,06    |  | (1.52)  |  | 0.21    |  | 0.62    |  | 0.60    | 
|Net income                                                    | 2,60                     |  | 2,06    |  | (1.52)  |  | 0.21    |  | 2.10    |  | 0.82    | 
|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 
|Other data (non-GAAP):                                        |                          |  |         |  |         |  |         |  |         |  |         | 
|Number of ordinary shares outstanding                         |                         |  | 1,778.1 |  | 1,762.2 |  | 1,734.2 |  | 1,664.9 |  | 1,425.3 | 
|Net dividend distribution (in currency millions) (e)          | 851                      |  | 676     |  | 599     |  | 971     |  | 926     |  | 713     | 
|                                                              |                          |  |         |  |         |  |         |  |         |  |         | 

/7



|                                                      |                          |  |         |  |         |  |         |  |         |  |         | 
|----------------------------------------------------- | ------------------------ |  | ------- |  | ------- |  | ------- |  | ------- |  | ------- | 
|                                                      | Years ended December 31, | 
|                                                      | 2003                     |  | 2003    |  | 2002    |  | 2001    |  | 2000    |  | 1999    | 
|(in millions, except per ordinary share amounts)      | (US $)(f)                |  | ()     |  | ()     |  | ()     |  | ()     |  | ()     | 
|                                                      |                          |  |         |  |         |  |         |  |         |  |         | 
|Balance Sheet Data:                                   |                          |  |         |  |         |  |         |  |         |  |         | 
|                                                      |                          |  |         |  |         |  |         |  |         |  |         | 
|In accordance with French GAAP:                       |                          |  |         |  |         |  |         |  |         |  |         | 
|Total assets                                          | 565,899                  |  | 449,233 |  | 444,657 |  | 485,599 |  | 486,513 |  | 517,934 | 
|Shareholders equity                                  | 29,478                   |  | 23,401  |  | 23,711  |  | 24,780  |  | 24,322  |  | 16,358  | 
|Shareholders equity per ordinary share (b)
      (d) | 16.6                     |  | 13.2    |  | 13.5    |  | 14.3    |  | 14.6    |  | 11.5    | 
|                                                      |                          |  |         |  |         |  |         |  |         |  |         | 
|In accordance with US GAAP:                           |                          |  |         |  |         |  |         |  |         |  |         | 
|Total assets (i)                                      | 578,638                  |  | 459,346 |  | 450,707 |  | 493,065 |  | 499,161 |  | 428,526 | 
|Shareholders equity                                  | 31,389                   |  | 24,918  |  | 23,855  |  | 29,340  |  | 31,561  |  | 22,672  | 
|Shareholders equity per ordinary share (b)
      (d) | 17.7                     |  | 14.0    |  | 13.8    |  | 17.2    |  | 19.2    |  | 16.1    | 
|                                                      |                          |  |         |  |         |  |         |  |         |  |         | 

|(a) | Includes investment income net of investment expenses and
      interest expense on short-term and long-term debt (other than interest expense
      relating to bank operating expenses of AXAs other financial services
      operations), net realized investment gains and losses and net unrealized
      investment gains and losses on separate account (unit-linked) assets and
      on trading securities, including assets supporting the UK With-Profit
      business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Under both French GAAP and U.S. GAAP (i) the calculation
      of net income per ordinary share is based on the weighted average number
      of ordinary shares outstanding for each period presented and (ii) shareholders
      equity per ordinary share is calculated based on the actual number of ordinary
      shares outstanding at each period-end presented. The U.S. GAAP calculations
      deduct ordinary shares held by AXA and its subsidiaries (that is, treasury
      shares) in the calculation of weighted average number of ordinary shares
      outstanding (for net income per ordinary share) and ordinary shares outstanding
      (for shareholders equity per ordinary share). The calculation of basic
      and diluted net income per ordinary share for each of the three years ended
      December 31, 2003 is presented in note 24 Net Income per Ordinary
      Share to AXAs consolidated financial statements.
|(c) | Gross premiums received from policyholders in respect of
      life & savings products, which are classified as universal life
      or investment contracts, such as separate account (unit-linked)
      products for U.S. GAAP, are recorded as revenue under French GAAP. Under
      U.S. GAAP, such amounts received are recorded as deposits, and only the
      policy-related fees charged to the policyholders for cost of insurance,
      administration, investment management, etc, are recorded as revenue.                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d) | 2000 and 1999 financial data were restated to reflect the
      4-for-1 stock split of AXAs outstanding ordinary shares whereby the
      ratio between the AXA ordinary share and the ADS was changed from one AXA
      ADS representing one-half of an AXA ordinary share to one AXA ADS representing
      one AXA ordinary share, effective on May 16, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e) | An annual dividend generally is paid each year in respect
      of the prior year after the annual ordinary general meeting of shareholders
      (customarily held in May or June) and before September of that year. Dividends
      are presented above in the year to which they relate not the year in which
      they are declared and paid. At the annual general meeting of shareholders
      of AXA held on April 21, 2004, the shareholders approved the declaration
      of a dividend in respect of 2003 of0.38 per ordinary
      share. Dividends per ordinary share do not include any French avoir fiscal
      which may be receivable from the French Treasury. In general, dividends
      per ordinary share are based on the number of ordinary shares outstanding
      at the end of the year for each year presented.                                                                                                           
|(f) | The financial data have been translated from Euro to U.S.
      dollars using the Euro Noon Buying Rate at December 31, 2003 of1.00
      = US$1.2597 (see  - Exchange rate information). These translations
      are solely for the convenience of the reader and should not be construed
      as representations that the converted amounts actually represent such U.S.
      dollar amounts or could have been (at the relevant date) converted into
      U.S. dollars at the rate indicated or at any other rate.                                                                                                                                                                                                                                                                                                                                                                                                                                
|(g) | As a result of the sale of DLJ in 2000 and in accordance
      with U.S. GAAP accounting treatment and presentation of discontinued operations,
      the income statement data in accordance with U.S. GAAP for 2000 and 1999
      have been restated in respect of total revenues and net
      income from continuing operations. In respect of the balance sheet
      data in accordance with U.S. GAAP, Total assets data have been
      restated to include net assets of DLJ discontinued operations (which is
      reported as a single line item under total assets). The restated financial
      data for the years ended December 31, 2000 and 1999 were derived from the
      audited consolidated financial statements included elsewhere in this annual
      report. All other restated U.S. GAAP income statement data presented in
      the table below in respect of the discontinued operations have not been
      audited.
|(h) | In 2001, Income before income tax expense excludes
      the amortization of goodwill, whereas in prior periods, it included the
      amortization of goodwill. Consequently, prior periods have been restated
      accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | Financial data have been restated for the accounting for
      other-than-temporary decline in value for securities. See Note 33 to the
      consolidated financial statements for further information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

/8



Exchange
  Rate Information

The year-end and average exchange rates used in the preparation of the consolidated financial statements, to translate into Euro the results of operations of its principal subsidiaries and affiliates that are not denominated in euro, are set out in the table below.

|                 |        |                        |      |                       |      |  |      |  |      |  |      |  |      | 
|---------------- | ------ | ---------------------- | ---- | --------------------- | ---- |  | ---- |  | ---- |  | ---- |  | ---- | 
|                 |        | Year End Exchange Rate |      | Average Exchange Rate |     
|                 |        |                        | 2003 |                       | 2002 |  | 2001 |  | 2003 |  | 2002 |  | 2001 | 
|                 |        |                        | ()  |                       | ()  |  | ()  |  | ()  |  | ()  |  | ()  | 
|                 |        |                        |      |                       |      |  |      |  |      |  |      |  |      | 
|U.S. Dollar      |        |                        | 0.79 |                       | 0.95 |  | 1.14 |  | 0.88 |  | 1.06 |  | 1.12 | 
|Japanese Yen (a) | (x100) |                        | 0.77 |                       | 0.84 |  | 0.92 |  | 0.77 |  | 0.87 |  | 0.95 | 
|British Pound    |        |                        | 1.42 |                       | 1.54 |  | 1.64 |  | 1.45 |  | 1.59 |  | 1.61 | 
|                 |        |                        |      |                       |      |  |      |  |      |  |      |  |      | 

(a) The exchange rates presented correspond to the year-end exchange rate and average exchange rate for a September 30 financial year.

INFORMATION ON EURO NOON BUYING RATES

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

|                              |  |                      | 
|----------------------------- |  | -------------------- | 
|                              |  | U.S. dollar per euro | 
|Calendar period               |  | Average rate(a)      | 
|                              |  |                      | 
|1999                          |  | 1.0666               | 
|2000                          |  | 0.9207               | 
|2001                          |  | 0.8909               | 
|2002                          |  | 0.9495               | 
|2003                          |  | 1.1411               | 
|2004 (through April 30, 2004) |  | 1.2365               | 
|                              |  |                      | 

The table below sets forth the high and low Euro Noon Buying Rates for the most recent six months through to April 2004.

|              |                      |  |        | 
|------------- | -------------------- |  | ------ | 
|              | U.S. dollar per euro | 
|Month         | High                 |  | Low    | 
|              |                      |  |        | 
|November 2003 | 1.1995               |  | 1.1417 | 
|December 2003 | 1.2597               |  | 1.1656 | 
|January 2004  | 1.2853               |  | 1.2387 | 
|February 2004 | 1.2848               |  | 1.2426 | 
|March 2004    | 1.2431               |  | 1.2088 | 
|April 2004    | 1.2358               |  | 1.1802 | 
|              |                      |  |        | 

The Euro Noon Buying Rate on December 31, 2003 was1.00 = US$ 1.2597.

/9



Dividends

AXA pays dividends in Euro. Future dividends will depend on AXAs earnings, financial condition and other factors. Proposals for dividend payments are made by the Management Board, subject to approval by the Supervisory Board and final approval by AXAs shareholders at the ordinary annual general meeting of shareholders. Dividends paid to holders of ordinary shares and ADSs will generally be subject to French withholding tax at a rate of 25% which, subject to certain procedures and exceptions, may be reduced to 15% for holders who are residents of the United States. Certain holders of ordinary shares and ADSs may be entitled to receive a subsequent payment equal to the French avoir fiscal (or tax credit) in an amount equal to 50% of any dividends paid by the Company, less applicable French withholding tax. See Item 10-Additional Information-Taxation of Dividends - Avoir Fiscal and Précompte for a summary of certain United States federal and French tax consequence to holders of ordinary shares and ADSs. The following table sets forth the total dividends paid per ordinary share with respect to each year indicated, with or without the French avoir fiscal, and before deduction of any French withholding tax. Dividends paid in each year are in respect of the prior years results.

|             |                    |  |                       | 
|------------ | ------------------ |  | --------------------- | 
|             | Net dividend       |  | Gross dividend        | 
|             | per ordinary share |  | per ordinary share(a) | 
|Year         | ()                |  | ()                   | 
|             |                    |  |                       | 
|1999 (b)     | 0.50               |  | 0.75                  | 
|2000 (b) (c) | 0.55               |  | 0.83                  | 
|2001 (c)     | 0.56               |  | 0.84                  | 
|2002 (d)     | 0.34               |  | 0.51                  | 
|2003 (e)     | 0.38               |  | 0.57                  | 
|             |                    |  |                       | 

|(a) | Payment equivalent to the French avoir fiscal or tax credit,
      less applicable French withholding tax, will be made only following receipt
      of a claim for such payment, and, in any event, not until after the close
      of the calendar year in which the respective dividends are paid. Certain
      US tax exempt holders of ordinary shares or ADSs will not be entitled to
      full payments of avoir fiscal (see Item 10-Additional Information
       Taxation).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Restated to take account of the 4-for-1 stock split approved
      by the shareholders at the annual general meeting of shareholders held on
      May 9, 2001.                                                                                                                                                                                                                                                                                                                          
|(c) | In 2000, dividends per ordinary share were based on the
      number of AXA ordinary shares outstanding at December 31, 2000 and also
      included the 4.9 million ordinary shares issued to the remaining minority
      interests in AXA Financial, Inc. following the completion of the merger
      of AXA Merger Corp. with and into AXA Financial, Inc. on January 2, 2001.                                                                                                      
|(d) | At the annual general meeting of shareholders of AXA held
      on April 30, 2003, the shareholders approved the declaration of a dividend
      in respect of 2002 of0.34 per ordinary share, or599
      million in the aggregate based on the number of AXA ordinary shares outstanding
      at December 31, 2002.                                                                                                                                                                 
|(e) | At the annual general meeting of shareholders of AXA held
      on April 21, 2004, the shareholders approved the declaration of a dividend
      in respect of 2003 of0.38 per ordinary share, or676
      million in the aggregate based on the number of AXA ordinary shares outstanding
      at December 31, 2003.                                                                                                                                                                 

Following the 4-for-1 stock split approved at the annual general meeting held on May 9, 2001, one AXA ordinary share is equivalent to one AXA ADS and, therefore, dividend per ordinary share is equivalent to dividend per ADS information.

For information on AXAs dividend policy, see Item 8 - Financial Information and Item 10 - Additional Information - Dividends.

/10



Risk
  Factors

RISKS
  RELATING TO VOLATILITY OF
  OR DETERIORATION IN FINANCIAL MARKETS

A DECLINE OR INCREASED VOLATILITY IN THE SECURITIES MARKETS, AND OTHER ECONOMIC FACTORS, MAY ADVERSELY AFFECT OUR BUSINESS, IN PARTICULAR, CERTAIN OF OUR INSURANCE PRODUCTS, MUTUAL FUNDS AND ASSET MANAGEMENT BUSINESSES, AND MAY ALSO ADVERSELY AFFECT OUR INVESTMENT RETURNS AND PROFITABILITY

Fluctuations in the securities markets and other economic factors may adversely affect sales of our participating life insurance and pension products, mutual funds, asset management services and separate account (unit linked) products, including variable annuity products and variable life products. In particular, protracted or steep declines in the stock or bond markets typically reduce the popularity of these products. For example, in the U.S. Life & Savings operations, the decline in U.S. equity markets from 2000 through 2002 resulted in a significantly lower percentage of annuity premium invested in equity linked separate account options in those years (from approximately 71% in 2000 to 54% in 2002) and a significant decline in sales of variable life insurance and variable annuities from approximately9,355 million in 2000 to approximately8,881 million in 2002.

The level of volatility in the financial markets in which we invest and the overall investment returns earned in those markets substantially affect our profitability. Our investment returns, and thus our profitability, may be adversely affected from time to time by conditions affecting our specific investments and, more generally, by stock market, real estate market and other market fluctuations and general economic, financial market and political conditions. Our ability to make a profit on insurance products and investment products, including fixed and guaranteed products, depends in part on the returns on investments supporting our obligations under these products and the value of specific investments may fluctuate substantially depending on the foregoing conditions. Certain types of insurance, reinsurance and investment products that we offer may expose us, in particular, to risks associated with fluctuations in financial markets, including interest sensitive or variable products such as guaranteed annuities or variable annuities which have crediting or other guaranteed rates or minimum benefits not necessarily related to prevailing market interest rates or investment returns on underlying assets. During the latter half of the 1990s, our assets, earnings and ability to generate new sales increased due to significant growth in retirement savings-related products and very strong stock market appreciation, coupled with solid bond market appreciation spurred by declining interest rates. The negative economic trends and adverse investment climates in our major markets from 2000 through 2002 adversely affected our businesses and profitability in those years, and similar conditions may do so in future periods.

In addition, the growth of our asset management business depends to a significant extent on factors such as investment returns and risk management. We will not be able to accumulate and retain assets under management if our investment results underperform the market or the competition. Such underperformance would likely result in asset withdrawals and reduced sales. In addition, poor performance in the financial markets, in general, may adversely impact the value of the assets we manage, our ability to accumulate and retain those assets, as well as the revenues and profits that we earn from management of those assets. For example at December 31, 2002, our total assets under management declined to742 billion as compared to910 billion at December 31, 2001. This decrease can be attributed to a number of factors including (i) turbulent financial markets during 2002, which resulted in client

/11



withdrawals of assets under management, (ii) poor overall performance of equity markets during 2002, which resulted in a decline in the value of certain assets under management, and (iii) the strengthening of the Euro against most other major currencies, particularly the US Dollar. At December 31, 2003, our assets under management were775 billion, a33 billion increase from December 31, 2002, which can be attributed to a number of factors including a rebound in world equity markets during 2003 resulting in higher asset values which was partially offset by the strength of the Euro versus most other major currencies during 2003.

LOSSES DUE TO DEFAULTS BY OTHERS AND IMPAIRMENT OF OUR INVESTMENT ASSETS COULD NEGATIVELY AFFECT THE VALUE OF OUR INVESTMENTS AND REDUCE OUR PROFITABILITY

Third parties that owe us money, securities or other assets may not pay or perform under their obligations. These parties include the issuers whose securities we hold in our investment portfolios, reinsurers and retrocessionaires to which we have ceded risks, borrowers under the mortgage loans we make, customers, trading counterparties, counterparties under swap and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons. Negative trends and investment climates in our major markets between 2000 and 2002 resulted in an increase in investment impairments on our investment assets due to defaults, credit downgrades and overall declines in securities markets. A similar downturn in future periods could result in increased impairments and we may realize additional losses in respect of our investment portfolios in the future.

The default of a major market participant could disrupt the securities markets or clearance and settlement systems in our major markets, which could in turn cause market declines or volatility. A failure of a major market participant could also cause some clearance and settlement systems to assess members of that system or could lead to a chain of defaults that could adversely affect us.

INTEREST RATE VOLATILITY MAY ADVERSELY AFFECT OUR PROFITABILITY

During periods of declining interest rates, life insurance and annuity products may be relatively more attractive to consumers, resulting in increased premium payments on products with flexible premium features, and a higher percentage of insurance policies remaining in force from year-to-year. During a low interest rate period, such as the current environment, our investment earnings may be lower because the interest earnings on our fixed income investments likely will have declined in parallel with market interest rates. In addition, mortgages and fixed maturities in our investment portfolios will be more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates. Consequently, we may be required to reinvest the proceeds in securities bearing lower interest rates. Accordingly, during periods of declining interest rates, our profitability may suffer as the result of a decrease in the spread between interest rates credited to policyholders and returns on our investment portfolio.

Conversely, in periods of increasing interest rates, surrenders of life insurance policies and fixed annuity contracts may increase as policyholders choose to forego insurance protection and seek higher investment returns. Obtaining cash to satisfy these obligations may require us to liquidate fixed maturity investments at a time when the market prices for those assets are depressed because interest rates have increased. This may result in realized investment losses. Regardless of whether we realize an investment loss, these cash payments would result in a decrease in total invested assets, and may decrease our net income. Premature withdrawals may also cause us to accelerate amortization of policy acquisition costs, which would also reduce our net income.

/12



The profitability of our spread-based businesses depends in large part upon our ability to manage interest rate spreads, and the credit and other risks inherent in our investment portfolio. For example, in Japan the movements in rates over the last decade have had a significant impact on many Japanese life insurers, including our Japanese life insurance subsidiaries, which issued long-term policies and contracts with guaranteed fixed rates during periods of significantly higher interest rates but now operate (and invest their assets) in Japans low interest rate deflationary environment which has resulted in negative spread on certain of these guaranteed rate policies and contracts.

While we monitor and manage risks of this nature carefully, we cannot guaranty that we will successfully manage our interest rate spreads or the potential negative impact of those risks.

FLUCTUATIONS IN CURRENCY EXCHANGE RATES MAY AFFECT OUR EARNINGS

Translation fluctuations:AXA publishes its consolidated financial statements in Euro. For the year ended December 31, 2003, approximately 51% of AXAs gross premiums and financial services revenues and 58% of AXAs benefits, claims and other deductions were denominated in currencies other than the Euro, primarily U.S. dollars, Pounds sterling, Japanese Yen and Australian dollars (2002: 53% and 41%, respectively). While AXA seeks to manage its exposure to foreign currency fluctuations through hedging, fluctuations in the exchange rates used to translate these currencies into Euro may have a significant impact on AXAs reported results of operations from year to year.

Transaction-based
  fluctuations:AXAs
  obligations are denominated either in Euro or other currencies, the value of
  which is subject to foreign currency exchange rate fluctuations. AXAs
  interest obligations on its outstanding debt, however, are generally matched
  to cash dividends to be received by AXA in the same currencies. Approximately250
  million of the cash dividends received by the Company in 2003 were paid in currencies
  other than the Euro (2002: 387
  million). In 2003, approximately161
  million and451
  million of interest payments in currencies other than the Euro were made by
  the Company and AXA, respectively (2002:173
  million and533
  million, respectively).

RISKS
  RELATING TO THE NATURE OF OUR BUSINESS AND THE ENVIRONMENT IN WHICH WE OPERATE

IF OUR ESTABLISHED RESERVES ARE INSUFFICIENT OUR EARNINGS WILL BE ADVERSELY AFFECTED

In accordance with industry practice and accounting and regulatory requirements, we establish reserves for claims and claims expenses related to our property & casualty and international insurance businesses. These reserves are not discounted unless final settlement has been agreed and the payments are generally fixed over a period of time. Reserves do not represent an exact calculation of liability, but instead represent estimates, generally using actuarial projection techniques at a given accounting date. These reserve estimates are expectations of what the ultimate settlement and administration of claims will cost based on our assessment of facts and circumstances then known, review of historical settlement patterns, estimates of trends in claims severity, frequency, legal theories of liability and other factors. The process of estimating the insurance claims reserves is based on information available at the time the reserves are originally established. However, claims reserves are subject to change due to the number of variables which affect the ultimate cost of claims, such as:

- development in claims (frequency, severity and pattern of claims) between the amount estimated and actual experience;
- changes arising due to the time lag between the occurrence of the insured event, notification of the claim (from the insured party, a third party or a ceding company) and the final settlement (payment) of the claim, primarily attrib-

/13



utable to long tail casualty claims that may take several years to settle due to the size and nature of the claim, and the occurrence of large natural catastrophes late in the financial year for which limited information may be available at year end;

- judicial trends;
- regulatory changes; and
- inflation and foreign currency fluctuations.

Many of these items are not directly quantifiable, particularly on a prospective basis. As a result, actual losses may deviate from the original gross reserves established. Consequently, the reserve may be re-estimated reflecting those changes resulting in loss reserve redundancies (in cases where the original gross claims reserve was overstated) or deficiencies (in cases where the original gross claims reserve was understated). Adjustments to reserves are reflected in the results of the periods in which the estimates are changed. In addition, certain of our property & casualty operations are required by local regulations in the countries in which they operate to establish catastrophe risk equalization reserves characterized by high costs and low frequency.

We continually review the adequacy of the established claims reserves, including emerging claims development, and actual claims compared to the original assumptions used to estimate initial gross claims reserves. Based on current information available, we believe that our claims reserves are sufficient. However, because the establishment of claims reserves is an inherently uncertain process involving estimates, we cannot assure you that ultimate losses will not materially exceed our claims reserves and have a material adverse effect on our earnings.

As with other property & casualty insurers and reinsurers, our operating results and financial condition can be adversely affected by volatile and unpredictable natural and man-made disasters, such as hurricanes, windstorms, earthquakes, fires and explosions. Over the past several years, changing weather patterns and climatic conditions, such as global warming, have added to the unpredictability and frequency of natural disasters in certain parts of the world and created additional uncertainty as to future trends and exposures. We generally seek to reduce our exposure to these events through individual risk selection and the purchase of reinsurance. We have experienced in the past, and could experience in the future, material losses from such disasters and catastrophic events. In addition, there is a high degree of uncertainty with respect to future exposure from asbestos claims because of significant issues surrounding the liabilities of insurers, diverging legal interpretations and judgements in different jurisdictions and more aggressive asbestos related litigation, particularly in the U.S. These uncertainties include the extent of coverage under insurance policies, whether or not particular claims are subject to an aggregate limit, the number of occurrences involved in particular claims and new theories of insured and insurer liability. We have established reserves for insurance and reinsurance contracts related to environmental pollution and asbestos at December 31, 2003, which represent our best estimate of ultimate claims exposure at December 31, 2003 based on known facts and current law. However, given uncertainties surrounding asbestos related claims, we cannot assure you that ultimate losses will not materially exceed our claims reserves and have a material adverse effect on our earnings. For additional information, see Environmental Pollution, Asbestos and other Exposures in note 15 to AXAs consolidated financial statements included in Item 18 of this annual report.

In our life & savings businesses our earnings also depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we use in setting the prices for our products and establishing the liabilities for obligations for technical provisions and claims. AXA uses both its own experience and industry data to

/14



develop estimates of future policy benefits including information used in pricing the insurance products and establishing the related actuarial liabilities. However, there can be no assurance that actual experience will match these estimates. To the extent that our actual benefits paid to policyholders is less favorable than the underlying assumptions used in initially establishing the future policy benefit reserves, we may be required to increase our liabilities, which may reduce our net income. For example, certain variable annuity products issued or reinsured by certain of our subsidiaries contain guaranteed minimum death benefit (GMDB) and guaranteed minimum income benefit (GMIB) features. The determination of GMDB and GMIB liabilities is based on models which involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, GMIB election rates, contract surrender rates and mortality experience. Determination of liabilities for our other lines of life & savings business, such as our annuity business, as well as our disability income business, also involve numerous assumptions and subjective judgments as to mortality and morbidity experience, investment returns, expenses, policy surrender rates, policy lapse rates, and other matters. There can be no assurance that ultimate actual experience on these products will not differ, upwards or downwards, from managements estimates. In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force have been recorded as assets on our balance sheet and are being amortized into income over time. If the assumptions relating to various factors including the future profitability of these policies (such as future claims, investment income and expenses) and policy lapses and surrenders are not realized, the amortization of these costs could be accelerated and may even require write-offs due to unrecoverability. These factors could have a material adverse effect on our business, results of operations and financial condition.

A DOWNGRADE IN THE CLAIMS PAYING AND FINANCIAL STRENGTH RATINGS OF THE AXA GROUP COULD ADVERSELY IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS

Claims paying and financial strength ratings have become an increasingly important factor in establishing the competitive position of insurance companies. The ratings held by AXA and its principal insurance subsidiaries are set forth in Item 4 - Ratings of this annual report. Rating agencies review their ratings periodically and our current ratings may not be maintained in the future. A downgrade in these ratings could adversely affect our business and results of operations including through a reduction in the number of new insurance policies that we write and/or an increase in surrender or termination of policies already in-force.

REINSURANCE MAY NOT BE ADEQUATE TO PROTECT US AGAINST LOSSES AND WE MAY INCUR LOSSES DUE TO THE INABILITY OF OUR REINSURERS TO MEET THEIR OBLIGATIONS

In the normal course of business, AXA seeks to reduce the loss that may arise from catastrophes or other events that cause unfavorable underwriting results through reinsurance. Under the reinsurance arrangements, other insurers assume a portion of the losses and related expenses; however, we remain liable as the direct insurer on all risks reinsured. Consequently, ceded reinsurance arrangements do not eliminate our obligation to pay claims. In addition, we are subject to credit risk with respect to our ability to recover amounts due from reinsurers. Although we evaluate periodically the financial condition of our reinsurers to minimize our exposure to significant losses from reinsurer insolvencies, our reinsurers may become financially unsound by the time their financial obligation becomes due. The inability of any reinsurer to meet its financial obligations to us could impact our results of operations. In addition, the availability, amount and cost of reinsurance depends on general market conditions and may vary significantly. Reinsurance may not be available to us in the future at commercially reasonable rates and any decrease in the amount of our reinsurance will increase our risk of loss.

/15



ELIMINATION OF TAX BENEFITS FOR OUR PRODUCTS AND OTHER CHANGES IN LAWS AND REGULATIONS MAY ADVERSELY AFFECT SALES OF OUR INSURANCE AND INVESTMENT ADVISORY PRODUCTS

Changes to tax laws may affect the attractiveness of certain of our products, which currently have favorable tax treatment. From time to time, governments in the jurisdictions in which we do business, including in France and the United States, have considered or implemented proposals for tax law changes that could adversely affect our products. These proposals have included, for example, proposals to tax the undistributed increase in value of life insurance policies or similar proposals that affect the tax-favored status of life insurance products in certain jurisdictions. In addition, legislation enacted in the United States in the spring of 2001 increased the size of estates exempt from the federal estate tax, phasing in reductions in the estate tax rate between 2002 and 2009 and repealing the estate tax entirely in 2010. Under the legislation, however, the estate tax will be reinstated, without the increased exemption or reduced rate, in 2011 and thereafter. This legislation, and possible future changes to it, could have a negative impact on the sales of estate planning products by US life insurance companies including our US subsidiary. The enactment of these or other types of or other tax legislation in the various countries where we operate could result in a significant reduction in sales of our currently tax-favored products.

OUR BUSINESS IS SUBJECT TO EXTENSIVE REGULATION IN THE VARIOUS COUNTRIES WHERE WE OPERATE AND WE ARE PARTY TO LITIGATIONS AND INVESTIGATIONS WHICH MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITIONS OR RESULTS OF OPERATIONS

We are subject to detailed and comprehensive regulation and supervision in all the jurisdictions in which we transact business. Our insurance operations are subject to insurance laws and regulations, which are generally intended to protect policyholders, not our shareholders. Changes in existing insurance laws and regulations may materially affect the way in which we conduct our business and the products we may offer. In addition, changes in pension and employee benefit regulation, social security regulation, financial services regulation, taxation and the regulation of securities products and transactions may also adversely affect our ability to sell new policies or our claims exposure on existing policies. For example, the U.K. government adopted new legislation relating to employee pension schemes which became effective in April 2001. The new legislation imposed a limit on the fee that insurance companies are allowed to charge for administering Stakeholders Pensions, the simplified individual pensions promoted by the new legislation. As a result of this legislative change, UK life insurers, including our U.K. subsidiary, have experienced increased pricing and competitive pressure with respect to these types of products. At the same time, UK regulators have been imposing increasingly stringent capital requirements on insurers, including our UK subsidiary, and new regulatory measures to assess capital adequequacy including reporting to regulators on the basis of realistic balance sheets with a market consistent valuation approach for assets and liabilities. Our asset management operations are also subject to extensive regulation in the various jurisdictions where they operate. These regulations are primarily intended to protect investors in the securities markets or investment advisory clients and generally grant supervisory authorities broad administrative powers. Changes to these laws and regulations may adversely affect our asset management operations. For a discussion of regulations which affect our business, please see Item 4 Information on the Company - Additional Factors which may affect AXAs Business. We cannot predict with any certainty the effect that any proposed or future regulation may have on the business, financial condition or results of operations of our various businesses. It is possible that these businesses may be adversely affected by changes in applicable laws or regulations or in their interpretation or enforcement.

/16



In addition, we have been named as defendants in lawsuits (both class action and individual), are subject to regulatory investigations or examinations and/or are involved in similar actions or proceedings arising in the various jurisdictions where they do business. These actions arise in various contexts including in connection with our activities as an insurer, securities issuer, employer, investment advisor, investor and taxpayer. Certain of these lawsuits and investigations seek significant or unspecified amounts of damages, including punitive damages, and certain of the regulatory authorities involved in these investigations have very substantial powers over the conduct and operations of our business. For example, during 2003, our US subsidiary Alliance Capital was the subject of an investigation conducted by the New York Attorney General and the SEC into certain practices in the US mutual fund industry known as market timing and was also named in more than 40 lawsuits in connection with this matter. In December 2003, Alliance reached a settlement with the SEC and New York Attorney General which involved establishment of a $250 million restitution fund, reduction in its management fees on certain mutual funds and other terms. Please see Item 4 Information on the Company - Additional Factors which may affect AXAs Business of this annual report for additional information on this investigation. Due to the nature of certain of these lawsuits and investigations, we cannot make an estimate of loss or predict with any certainty the potential impact of these suits or investigations on our business, financial condition or results of operations.  Please see Item 18, Note 28  Litigation and Item 4 Information on the Company - Additional Factors which may affect AXAs Business of this annual report for additional information.

WE FACE INCREASED COMPETITION IN ALL OF OUR BUSINESS LINES INCLUDING AS A RESULT OF CONTINUING CONSOLIDATION IN THE GLOBAL FINANCIAL SERVICES INDUSTRY

We face strong and increasing competition in all our business lines. Our competitors include mutual funds companies, asset management firms, commercial banks and other insurance companies, many of which are regulated differently than we are and offer alternative products or more competitive pricing than we do. The recent consolidation in the global financial services industry has also enhanced the competitive position of some of our competitors by broadening the range of their products and services, and increasing their distribution channels and their access to capital. In addition, development of alternative distribution channels for certain types of insurance and securities products, including through the internet, may result in increasing competition as well as pressure on margins for certain types of products. These competitive pressures could result in increased pricing pressures on a number of our products and services, particularly as competitors seek to win market share, and may harm our ability to maintain or increase our profitability.

THE TERRORIST ATTACKS ON THE UNITED STATES AND ENSUING EVENTS MAY HAVE A CONTINUING NEGATIVE IMPACT ON CERTAIN OF OUR BUSINESSES

Our losses arising from insurance claims in connection with the terrorist attacks on September 11, 2001 had a negative effect on our net income in 2001 and 2002. In 2003, there was no material impact on our results of operations from the cost of the September 11, 2001 claims. The estimated cost for AXA for the year ended December 31, 2002, amounted to903 (before tax and net of reinsurance), or604 million net of tax and reinsurance. These estimates are based on the best information available to management; however, they may be affected by a number of factors including, for example, possible bankruptcies of reinsurers who provide coverage to us and/or an adverse result for the insuers and reinsurers party to the litigation pending in New York as to whether the terrorist attack on the World Trade Center constituted a single insurable incident or two separate incidents. Consequently, there can be no assurance that AXAs ultimate exposure will not be greater than these estimates, particularly in the event of an adverse determination in the pending World Trade Center litigation referred to above.

/17



We cannot assess with any degree of certainty the future effects on our businesses of terrorist attacks that may occur throughout the world and other responsive actions, including war. The terrorist attacks and responsive actions in recent years have significantly adversely affected general economic, financial market and political conditions, increasing many of the risks in our businesses noted in the previous risk factors. This may have a negative effect on our businesses and results of operations over time. Our general account investment portfolios include investments in industries that we believe may be adversely affected by the terrorist attacks and responsive actions, including airlines, lodging and entertainment companies and non-life insurance companies. The effect of these events on the valuation of these investments is uncertain and could lead to impairments due to other-than-temporary declines in the value of investments. The cost, and possibly the availability, in the future of reinsurance covering terrorist attacks for our various insurance operations is uncertain. In addition, the rating agencies could reexamine the ratings affecting the insurance industry generally, including our companies.

AS
  A GLOBAL BUSINESS, WE ARE EXPOSED TO DIFFERENT LOCAL POLITICAL, REGULATORY
  AND BUSINESS RISKS AND CHALLENGES WHICH MAY AFFECT THE DEMAND FOR OUR PRODUCTS
  AND SERVICES, THE VALUE OF OUR INVESTMENTS PORTFOLIO AND THE CREDIT QUALITY
  OF LOCAL COUNTERPARTIES

We offer our products and services in Europe, North and South America, the Asia/Pacific zone, the Middle East and Africa through wholly-owned and majority-owned subsidiaries, joint ventures, companies in which we hold a noncontrolling equity stake, agents and independent contractors. Our international operations expose us to different local political, regulatory, business and financial risks and challenges which may affect the demand for our products and services, the value of our investment portfolio, the required levels of our capital and surplus, and the credit quality of local counterparties. These risks include, for example, political, social or economic instability in countries in which we operate, fluctuations in foreign currency exchange rates, credit risks of our local borrowers and counterparties, lack of local business experience in certain markets, risks associated with the exposure to insurance industry insolvencies through policyholder guarantee funds or similar mechanisms set up in foreign markets and, in certain cases, risks associated with the potential incompatibility with foreign partners, especially in countries in which we are conducting business through entities we do not control.

Our expansion in emerging markets requires us to respond to rapid changes in market conditions in these countries. Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business.

INADAQUATE OR FAILED PROCESSES OR SYSTEMS, HUMAN FACTORS OR EXTERNAL EVENTS MAY ADVERSELY AFFECT OUR PROFITABILITY, REPUTATION OR OPERATIONAL EFFECTIVENESS

Operational risk is inherent in our business and can manifest itself in various ways including business interruption, poor vendor performance, information systems malfunctions or failures, regulatory breaches, human errors, employee misconduct, and/or external fraud. These events can potentially result in financial loss, harm to our reputation and/or hinder our operational effectiveness. Management attempts to control these risks and keep operational risk at appropriate levels by maintaining a sound and well controlled environment in light of the characteristics of our business, the markets and regulatory environment in which we operate. Notwithstanding these control measures, operation risk is part of the business environment in which we operate and we may incur losses from time to time due to these types or risks.

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OTHER
  RISKS RELATING TO OUR OPERATIONS

AS A HOLDING COMPANY, WE ARE DEPENDENT UPON OUR SUBSIDIARIES TO COVER OUR OPERATING EXPENSES AND DIVIDEND PAYMENTS

Our insurance and financial services operations are generally conducted through direct and indirect subsidiaries. As a holding company, our principal sources of funds are dividends from subsidiaries and funds that may be raised from time to time through the issuance of debt or equity securities or through bank or other borrowings.

We expect that dividends received from subsidiaries will continue to cover our operating expenses, including (i) interest payments on our outstanding financing, operating and subordinated debt and (ii) dividend payments with respect to our outstanding ordinary shares during each of the next three years. We expect that future acquisitions and strategic investments will be funded from available cash flow remaining after payment of dividends and operating expenses (including interest expense), cash on hand from previous securities offerings, proceeds of future offerings of securities, and proceeds from the sale of non-core assets. Certain of our significant subsidiaries, including AXA France Assurances, AXA Financial, AXA UK Holdings, AXA Japan, AXA Asia Pacific Holdings, and AXA Germany, are also holding companies and are dependent on dividends from their own subsidiaries for funds to meet their obligations.

In addition, certain of our principal insurance subsidiaries are subject to restrictions on the amount of dividends and debt repayments that can be paid to us and our affiliates. While we do not believe that these restrictions currently constitute a material limitation on our ability to meet our obligations or pay dividends on our shares, these restrictions may constitute a material limitation in the future. For further detail, see Item 5 under Liquidity and Capital Resources and also note 30 Dividends restrictions and minimum capital requirements to AXAs consolidated financial statements included in Item 18 of this annual report.

OUR FRENCH GAAP RESULTS MAY DIFFER SIGNIFICANTLY FROM OUR U.S. GAAP RESULTS

The Companys primary financial statements are in French GAAP. For purposes of its listing on the NYSE, the Company reconciles its French GAAP annual financial results to U.S. GAAP each year. There are significant differences between French GAAP and U.S. GAAP which lead to different results under the two systems of accounting. Differences in AXAs consolidated French GAAP and U.S. GAAP results have been significant over the last two years. In 2003, the most significant differences related primarily to differing rules with respect to treatment of goodwill, impairments for other-than-temporary declines in the value of fixed maturity and equity securities, recoverability of deferred tax assets, valuation of holdings in mutual funds, the accounting for derivatives instruments in hedging activities and the accounting for UK With-Profits contracts. While we cannot predict with any certainty the extent to which the Companys French GAAP and U.S. GAAP results will differ in future years, we believe that differences are likely to continue given the different accounting principles that apply under the two systems.

OUR TRANSITION TO INTERNATIONAL ACCOUNTING STANDARDS MAY AFFECT OUR OPERATING RESULTS

The basis on which we prepare our financial statements and report our operating results will be changed given that in June 2002, the Council of the European Union (EU) adopted a regulation requiring listed companies in its Member States to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), previously known as International Accounting Standards or (IAS). This new regulation will take effect on

/19



January 1, 2005. The impact of adopting IFRS is difficult to predict with any certainty at this time given that the International Accounting Standards Board (IASB) has only recently finalized certain standards with respect to accounting for financial instruments and accounting for certain types of insurance written by insurance companies and the IASB is currently in the process of revising IAS 39 with respect to financial assets under the fair value option. The adoption of IFRS may increase the volatility of our reported earnings in future periods, and, in periods of declining equity markets and/or increasing interest rates, negatively impact our reported earnings.

OUR ACQUISITIONS MAY DIVERT MANAGEMENT ATTENTION AND OTHER RESOURCES AND INVOLVE RISKS OF UNDISCLOSED LIABILITIES AND INTEGRATION ISSUES

In recent years we have completed a number of acquisitions around the world and we may make further acquisitions in the future. Growth by acquisition involves risks that could adversely affect our operating results, including the substantial amount of management time that may be diverted from operations to pursue and complete acquisitions, difficulties in managing and integrating the additional operations and personnel of acquired companies, significant delays in completing the integration of acquired companies and the potential loss of key employees or customers of these companies. In connection with certain of our mergers and acquisitions, we have experienced difficulties in rationalizing and integrating multiple information technology (IT) systems of acquired companies, including accounting information systems from different vendors such as general ledger packages, with our existing IT systems. Integration and rationalization of multiple and sometimes outdated IT systems in acquired companies may cause various issues including delay and unforeseen costs in the integration process, the necessity for extensive management attention and resources, as well as issues in the timely production of financial information required for inclusion in consolidated financial statements prepared on a local GAAP, French GAAP and/or US GAAP basis. Our acquisitions could also result in the incurrence of additional indebtedness, costs, contingent liabilities and amortization expenses related to goodwill and other intangible assets, all of which could materially adversely affect our businesses, financial condition and results of operations. Future acquisitions may also have a dilutive effect on the ownership and voting percentages of existing shareholders.

The businesses we have acquired include life & savings, property & casualty insurance, asset management and retail banking operations. There could be unforeseen liabilities that arise out of the businesses we have acquired and may acquire in the future which may not be covered by, or exceed the amount of, the indemnification obligations of sellers.

WE MAY HAVE CONTINGENT LIABILITIES FROM DISCONTINUED, DIVESTED AND RUN-OFF BUSINESSES AND MAY INCUR OTHER OFF-BALANCE SHEET LIABILITIES THAT MAY RESULT IN INCOME STATEMENT CHARGES

We may from time to time retain insurance or reinsurance obligations and other contingent liabilities in connection with our divestiture, liquidation or run-off of various businesses, and our reserves for these obligations and liabilities may prove to be inadequate. The costs and liabilities associated with the divested and run-off businesses and other contingent liabilities could cause us to take additional charges that could be material to our results of operations. We may also from time to time in the course of our business give guarantees and enter into derivative and other types of off balance sheet transactions that could result in income statement charges. For additional information, see note 26, Off Balance Sheet Commitments and also note 25 Financial Instruments, to AXAs consolidated financial statements included in Item 18 of this Annual Report.

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SIGNIFICANT SHAREHOLDERS OF AXA MAY HAVE INTERESTS CONFLICTING WITH YOUR INTERESTS AND FINAXA OWNS THE AXA TRADEMARK THAT WE CONSIDER TO BE IMPORTANT TO THE MARKETING OF OUR PRODUCTS AND SERVICES

The Mutuelles AXA, three French mutual insurance companies, acting as a group, owned at February 29, 2003, directly and indirectly through Finaxa, a holding company they control, approximately 20.17 % of the issued ordinary shares of AXA representing approximately 32.05 % of the voting power. Most of the shares owned by the Mutuelles AXA have double voting rights pursuant to the provisions of AXAs statuts, see Item 10 - Additional Information  Certain Rights of AXAs shareholders  Voting Rights of this annual report. The Mutuelles AXA are parties to agreements pursuant to which they have stated their intention to collectively exercise majority control over Finaxa. Given the long-term nature of their relationship with AXA, we cannot assure you that the interests of the Mutuelles AXA will not, from time to time, conflict with your interests as a shareholder. For example, even though the Mutuelles do not hold a majority of the total voting power in AXA, a decision by the Mutuelles AXA to decline or deter a future offer to acquire control of AXA, which other shareholders may find attractive, may prevent other shareholders from realizing a control premium for their AXA ordinary shares or ADRs. The Mutuelles AXA may decide to increase their interest in AXA or to sell all or a portion of the ordinary shares they own at some future date.

The Life & Savings business and the Property & Casualty business of the Mutuelles AXA and the Companys French insurance subsidiaries use similar distribution channels but are managed in such a way as to maintain the legal distinctions between their respective businesses. There are no agreements between the Mutuelles AXA and the Companys insurance subsidiaries that restrict in any way their ability to compete with one another. The Mutuelles AXA, which have no employees, use employees of the Companys French insurance subsidiaries. Most of the costs and expenses of operating the Life & Savings business and the Property & Casualty business in the Companys French insurance subsidiaries (other than commissions and personnel costs) are shared by the relevant Company subsidiaries and the Mutuelles AXA and allocated among them through Groupements dIntérêt Economique or GIEs. GIEs are partnerships that perform various common services for their members and allocate associated costs and expenses.

These costs and expenses currently are allocated on the basis of actual use of the specific service, to the extent practicable. The manner of managing these insurance businesses or allocating these costs and expenses may change in the future in a way that may increase AXAs operating costs and adversely affect its results of operations. For additional information, please see Item 7 Major Shareholders and Related Party Transactions  Relationship with the Mutuelles AXA in this Annual Report.

Finaxa is the Companys largest single shareholder and has a long-term, cooperative relationship with us. Finaxa owns the AXA trademark which it has licensed to us pursuant to a license agreement dated May 21, 1996. This non-exclusive license to us may be terminated at any time by either party, three months after delivery to the other party of a written notice of termination. Finaxa has, however, agreed not to exercise its right to terminate the license to us so long as Finaxa is our largest shareholder. Upon termination, we and our subsidiaries are required to cease using the AXA trademark and any sublicenses will immediately terminate. In the event that Finaxa ceases to be our single largest shareholder, Finaxa may decide at a future date to terminate the non-exclusive license of the AXA trademark to us or to seek to alter the terms upon which the license is granted in a way unfavorable to us. Our inability to use the AXA trademark or any adverse change to the terms of the license could have a negative impact on the marketing of our

/21



products and services and on our profitability. In addition, the existence of this right of Finaxa may also deter potential acquirers from making an offer to acquire control of AXA. For further information please see Note 29 Related Party Transactions  AXA/FINAXA Trademark License in Item 18 of this Annual Report.

RISKS
  RELATED TO OWNERSHIP OF AXA ADSs OR ORDINARY SHARES

THE
  TRADING PRICE OF AXA ADSs AND DIVIDENDS PAID ON AXA ADSs MAY
  BE MATERIALLY ADVERSELY AFFECTED BY FLUCTUATIONS IN THE EXCHANGE RATE FOR CONVERTING
  EURO INTO U.S. DOLLARS

Fluctuations in the exchange rate for converting Euro into U.S. dollars may affect the value of AXA ADSs. Specifically, as the relative value of the Euro against the U.S. dollar declines, each of the following values will also decline:

- the U.S. dollar equivalent of the Euro trading price of AXA ordinary shares on the Paris Bourse, which may consequently cause the trading price of AXA ADSs in the United States to also decline;
- the U.S. dollar equivalent of the proceeds that a holder of AXA ADSs would receive upon the sale in France of any AXA ordinary shares withdrawn from the depositary; and
- the U.S. dollar equivalent of cash dividends paid in Euro on the AXA ordinary shares represented by the AXA ADSs.

THE HOLDERS OF AXA ADSs MAY NOT BE ABLE TO EXERCISE THEIR VOTING RIGHTS DUE TO DELAYS IN NOTIFICATION TO AND BY THE DEPOSITARY

The depositary for the AXA ADSs may not receive voting materials for AXA ordinary shares represented by AXA ADSs in time to ensure that holders of AXA ADSs can instruct the depositary to vote their shares. In addition, the depositarys liability to holders of AXA ADSs for failing to carry out voting instructions or for the manner of carrying out voting instructions is limited by the deposit agreement governing the AXA American Depositary Receipt facility. As a result, holders of AXA ADSs may not be able to exercise their right to vote and may not have any recourse against the depositary or AXA if their shares are not voted as they have requested.

HOLDERS OF AXA ADSs WILL HAVE LIMITED RECOURSE IF AXA OR THE DEPOSITARY FAILS TO MEET THEIR OBLIGATIONS UNDER THE DEPOSIT AGREEMENT OR IF THEY WISH TO INVOLVE AXA OR THE DEPOSITARY IN A LEGAL PROCEEDING

The deposit agreement expressly limits the obligations and liability of AXA and the depositary. Neither AXA nor the depositary will be liable if they:

- are prevented, delayed or forbidden from performing any obligation by circumstances beyond their control,
- exercise or fail to exercise discretion under the deposit agreement, or
- take any action based upon the advice of, or information from, legal counsel, accountants, any person presenting ordinary shares for deposit, any holder or owner of an AXA ADR or any other person believed by it in good faith to be competent to give such advice or information.

In addition, the depositary and AXA only have the obligation to participate in any action, suit or other proceeding with respect to the AXA ADSs which may involve them in expense or liability only if they are indemnified. These provisions of the deposit agreement will limit the ability of holders of AXA ADSs to obtain recourse if AXA or the depositary fail to meet their obligations under the deposit agreement or if they wish to involve AXA or the depositary in a legal proceeding.

/22



THE
  HOLDERS OF AXA ADSs IN THE UNITED STATES MAY NOT BE ABLE TO PARTICIPATE IN OFFERINGS
  OF RIGHTS, WARRANTS OR SIMILAR SECURITIES TO HOLDERS OF OUR ORDINARY SHARES
  ON THE SAME TERMS AND CONDITIONS AS OUR ORDINARY SHAREHOLDERS

In the event that we offer rights, warrants or similar securities to the holders of our ordinary shares or distribute a dividend payable, in whole or in part, in securities, the Deposit Agreement provides that the Depositary (after consultation with AXA) shall have discretion as to the procedure to be followed in making such rights or other securities available to ADR holders including disposing of such rights or other securities and distributing the net proceeds in U.S. dollars to ADR holders. Given the significant number of AXAs ADR holders in the U.S., AXA generally would be required to register with the SEC any public offering of rights, warrants or other securities made to its U.S. ADR holders unless an exemption from the registration requirements of the U.S. securities laws is available. Registering such an offering with the SEC can be a lengthy process which may be inconsistent with the timetable for a global capital raising operation. Consequently, we have in the past and may in the future elect not to make such an offer in the United States, including to our ADR holders in the United States but rather to conduct such an offering in an offshore transaction in accordance with Regulation S under the Securities Act of 1933. Consequently, the can be no assurance that our ADR holders will be able to participate in such an offering in the same manner as our ordinary shareholders.

OUR
  ADS AND ORDINARY SHARE PRICE COULD BE VOLATILE AND COULD DROP UNEXPECTEDLY
  AND YOU MAY NOT BE ABLE TO SELL YOUR ADRs OR ORDINARY SHARES AT OR ABOVE THE
  PRICE YOU PAID

The price at which our ADSs and ordinary shares will trade may be influenced by a large number of factors, some of which will be specific to us and our operations and some of which will be related to the insurance industry and equity markets generally. As a result of these factors, you may not be able to resell your ADSs or ordinary shares at or above the price which you paid for them. In particular, the following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our ADSs or ordinary shares:

- Investor perception of our company, including actual or anticipated variations in our revenues or operating results;
- Announcement by us of intended acquisitions, disposals or financings or speculation about such acquisitions, disposals or financings;
- Changes in our dividend policy, which could result from changes in our cash flow and capital position;
- Sales of blocks of our shares by significant shareholders;
- A downgrade or rumored downgrade of our credit or financial strength ratings, including placement on credit watch;
- Potential litigation involving us or the insurance industry generally;
- Changes in financial estimates and recommendations by securities research analysts;
- Fluctuations in foreign exchange rates and interest rates;
- The performance of other companies in the insurance sector;
- Regulatory developments in the principal markets in which we operate;
- International political and economic conditions, including the effects of terrorist attacks, military operations and other developments stemming from such events and the uncertainty related to these developments; and
- General economic and market conditions.

/23



AS A FOREIGN PRIVATE ISSUER IN THE US, AXA IS EXEMPT FROM A NUMBER OF RULES UNDER THE U.S. SECURITIES LAWS AND IS PERMITTED TO FILE LESS INFORMATION WITH THE SEC

As a foreign private issuer, AXA is exempt from rules under the U.S. Securities Exchange Act of 1934 (the Exchange Act) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, AXAs officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of AXA ordinary shares and ADRs. Moreover, AXA is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor is it required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there may be less information concerning AXA publicly available than there is for U.S. public companies.

JUDGMENTS OF U.S. COURTS MAY NOT BE ENFORCEABLE AGAINST US

Judgment of U.S. courts, including those predicated on the civil liability provisions of the Federal securities laws of the United States, may not be enforceable in French courts. As a result, our shareholders who obtain a judgment against us in the United States may not be able to require us to pay the amount of the judgment.

/24



Item
  4: Information on the Company

Introduction

The Company is the holding company for AXA, a worldwide leader in financial protection. Based on available information at December 31, 2003, AXA was one of the worlds largest insurance groups, with consolidated gross revenues of71.6 billion for the year ended December 31, 2003. AXA is also one of the worlds largest asset managers, with total assets under management as at December 31, 2003 of775 billion, including assets managed on behalf of third party clients of392.3 billion. Based on available information at December 31, 2002, AXA was the worlds 8th largest asset manager1, including banking companies engaged in the asset management business, with total assets under management of741.6 billion.

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

The tables below summarize certain key financial data by segment for the periods and as at the dates indicated.

|                                                 |                                |  |      |  |        |  |       |  |        | 
|------------------------------------------------ | ------------------------------ |  | ---- |  | ------ |  | ----- |  | ------ | 
|Consolidated
      gross premiums and net income |                               
|                                                 |                                |  |      |  |        |  |       |  |        | 
|                                                 | Years ended December
      31, | 
|(in euro millions, except percentages)           | 2003                           |  | 2002 |  | 2001   | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Consolidated gross premiums                      |                                |  |      |  |        |  |       |  |        | 
|and financial services revenues                  |                                |  |      |  |        |  |       |  |        | 
|Life & Savings (a)                               | 46,799                         |  | 65%  |  | 48,586 |  | 65%   |  | 48,399 | 
|Property & Casualty                              | 17,098                         |  | 24%  |  | 15,948 |  | 21%   |  | 15,896 | 
|International Insurance                          | 3,972                          |  | 6%   |  | 5,762  |  | 8%    |  | 5,678  | 
|Asset Management                                 | 2,922                          |  | 4%   |  | 3,411  |  | 5%    |  | 3,730  | 
|Other financial services                         | 836                            |  | 1%   |  | 1,020  |  | 1%    |  | 1,128  | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Consolidated gross premiums                      |                                |  |      |  |        |  |       |  |        | 
|and financial services revenues                  | 71,628                         |  | 100% |  | 74,727 |  | 100%  |  | 74,832 | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Net income                                       |                                |  |      |  |        |  |       |  |        | 
|Life & Savings                                   | 671                            |  | 49%  |  | 1,063  |  | 88%   |  | 922    | 
|Property & Casualty                              | 448                            |  | 33%  |  | (19)   |  | (2%)  |  | 52     | 
|International Insurance                          | 142                            |  | 10%  |  | (176)  |  | (15%) |  | (386)  | 
|Asset Management                                 | (24)                           |  | (2%) |  | 218    |  | 18%   |  | 153    | 
|Other financial services                         | 138                            |  | 10%  |  | 119    |  | 10%   |  | 97     | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Net income from operating segments               | 1,376                          |  | 100% |  | 1,206  |  | 100%  |  | 838    | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Holding companies                                | (371)                          |  |      |  | (257)  |  |       |  | (318)  | 
|                                                 |                                |  |      |  |        |  |       |  |        | 
|Net income                                       | 1,005                          |  |      |  | 949    |  |       |  | 520    | 
|                                                 |                                |  |      |  |        |  |       |  |        | 

|(a) | Gross premiums received from policyholders in respect of
      Life & Savings products which are classified as universal life
      or investment contracts (including separate account (unit-linked)
      products) for U.S. GAAP, are recorded as revenue under French GAAP. Under
      U.S. GAAP, such amounts received are recorded as deposits, and only the
      policy-related fees charged to the policyholders for costs of insurance,
      administration, investment management, etc, are recorded as revenue.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note that UK Health activities are now presented from January 1, 2003 in Property & Casualty Segment, while presented under Life & Savings until 2002.

(1) Based on 2002 assets under management.

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|                                               |                 |  |         |  |         | 
|---------------------------------------------- | --------------- |  | ------- |  | ------- | 
|Other Financial Data                           | 2003            |  | 2002    |  | 2001    | 
|                                               |                 |  |         |  |         | 
|For the years ended December 31,               |                 |  |         |  |         | 
|Net income per ordinary share (in euros)       |                 |  |         |  |         | 
|Basic                                          | 0.57            |  | 0.55    |  | 0.30    | 
|Diluted                                        | 0.56            |  | 0.55    |  | 0.32    | 
|                                               |                 |  |         |  |         | 
|At December 31,                                |                 |  |         |  |         | 
|Shareholders equity
      (in euro millions)  | 23,401          |  | 23,711  |  | 24,780  | 
|Average share price (in
      euros)           | 14.1            |  | 17.8    |  | 30.3    | 
|Share price as at December
      31 (in euros) | 17.0            |  | 12.8    |  | 23.5    | 
|                                               |                 |  |         |  |         | 
|                                               |                 |  |         |  |         | 
|                                               |                 |  |         |  |         | 
|                                               |                 |  |         |  |         | 
|                                               |                 |  |         |  |         | 
|AXAs
      Total Assets Under Management      |                
|                                               |                 |  |         | 
|                                               | At December 31, | 
|(in euro millions)                             | 2003            |  | 2002    |  | 2001    | 
|                                               |                 |  |         |  |         | 
|AXA (general account assets)                   | 281,328         |  | 275,531 |  | 287,728 | 
|Separate account (unit-linked) assets          | 101,002         |  | 90,458  |  | 115,723 | 
|Sub-total                                      | 382,330         |  | 365,989 |  | 403,451 | 
|Managed on behalf of third parties             | 392,305         |  | 375,567 |  | 506,546 | 
|                                               |                 |  |         |  |         | 
|TOTAL                                          | 774,635         |  | 741,556 |  | 909,997 | 
|                                               |                 |  |         |  |         | 

For additional information on AXAs business segments, see Item 5  Operating and Financial Review and Prospects  Operating Results by Segment and note 32 Segment Information to the consolidated financial statements included in Item 18 of this annual report.

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AXAs
  Vision and Strategy

AXA aims to be best-in-class in financial protection and wealth management.

AXA seeks to protect its clients against a variety of risks and to help them build wealth over their lifetime. It does this by providing insurance, reinsurance, investment management, financial advice and related financial services. AXA is a global company and offers its services mainly in the worlds major developed markets. It is also present in a number of other markets where sizeable businesses can be developed ethically and profitably.

AXA capitalizes on its core strengths: over 50 million clients worldwide; a 44,000-strong captive distribution force; a global brand; unique product skills in areas as diverse as insurance underwriting, long-term investments, and financial advice, all on a scale that enables AXA to leverage best practices and operations platforms across the Group.

In realizing its vision, AXA strives to fulfill the needs of its three principal stakeholders:

|1. | Clients:AXA addresses the needs of individual clients,
      as well as the needs of small to medium-sized companies, either directly
      or through proprietary and third party distribution channels. AXA also serves
      institutional and large corporate clients by leveraging strong market positions.
      AXA answers the needs of these clients by offering best-in-class
      advice, products and service.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Shareholders:AXA aims to provide its shareholders
      with attractive total returns, derived from steady growth in earnings per
      share and embedded value under normal market conditions. AXA is also developing
      strong corporate governance policies and transparency in order to build
      long-term confidence with its shareholders.                                                                      
|3. | Employees and sales associates:AXA values professionalism,
      innovation, pragmatism, team spirit and integrity. AXA aims to be a leader
      in each of its local markets in terms of compensation, training, coaching
      and mobility, as well as one of the most attractive companies to work for
      in the global financial services industry.                                                                 

To meet its objectives, AXA has a strategy of disciplined focus both on its geographical presence and on its operational performance, namely:

|1. | A more focused geographical presence aimed at
      Regional leadership or exit, a strategy that focuses on either
      (i) becoming the reference company and attaining a leading position in the
      markets or region in which it operates, notably through opportunistic acquisitions
      centered on western Europe, the United States and selected Asian or East
      European markets; or (ii) exiting the region if AXA believes it cannot attain
      a sizeable market penetration or build an efficient regional platform without
      undue cost and effort; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Continued focus on operational efficiency, as
      set out below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

/27



History
  and Development

AXA is a French société anonyme à directoire et conseil de surveillance (a form of limited liability company) with a Management Board and a Supervisory Board. The Companys headquarters are located at 25 Avenue Matignon, 75008 Paris, France and its telephone number is (331) 40 75 57 00. For information on the principal trading markets for AXAs ordinary shares and ADSs, see Item 9 - The Offer and Listing included in this annual report. The founding predecessor of AXA was organized under the laws of France in 1852. The Companys corporate existence will continue, subject to dissolution or prolongation until December 31, 2059.

Significant
  Acquisitions

AXA originated from several French regional mutual insurance companies, known collectively as les Mutuelles Unies and has expanded its operations worldwide over the last several years through the following principal acquisitions:

- In
    1982, les Mutuelles Unies took control of Groupe Drouot and following this
    transaction the new group began operating under the name of AXA.
- In
    1986, AXA obtained control of Groupe Présence and, in 1988, transferred
    its insurance businesses to Compagnie du Midi and operated under the name
    of AXA Midi, which subsequently reverted back to the AXA name. Two years later,
    the French insurance operations were reorganized to operate by distribution
    channel.
- In
    1992, AXA took control of the Equitable Companies Incorporated in the United
    States following the demutual-ization of Equitable Life. In 1999, the Equitable
    Companies Incorporated adopted the name AXA Financial, Inc. (AXA Financial).
- In
    1995, AXA obtained a majority ownership interest in National Mutual Holdings,
    following the demutualization of National Mutual Life with operations in Australia,
    New Zealand and Hong Kong. In 1999, National Mutual Holdings changed its name
    to AXA Asia Pacific Holdings Ltd.
- In
    1997, AXA merged with Compagnie UAP. This transaction enabled AXA to significantly
    increase its size and reinforce its strategic positions, especially in Europe.
- In
    1998, AXA purchased the minority interests of AXA Royale Belge in Belgium.
- In
    1999, AXA acquired Guardian Royal Exchange in Great Britain through its subsidiary
    Sun Life & Provincial Holdings (SLPH). The Guardian Royal
    Exchange acquisition allowed AXA to further establish its positions in both
    the United Kingdom and Germany.
- In
    2000, AXA (i) acquired a majority ownership interest in Nippon Dantaï
    Life Insurance Company in Japan, (ii) acquired the remaining minority interests
    in its operations in SLPH (subsequently renamed AXA UK Holdings), AXA China
    Region in Hong Kong (through AXA Asia Pacific Holdings) and AXA Financial,
    Inc. in the United States, and (iii) acquired the business of U.S. asset management
    company Sanford C. Bernstein, through Alliance Capital (a subsidiary of AXA
    Financial).

For information relating to the ownership structure of the Group, see Item 7 - Major Shareholders and Related Party Transactions, included elsewhere in this annual report.

/28



Significant
  Divestitures

Since 2000, AXA has divested certain operations as part of its strategy to focus on its core businesses and markets. The principal divestitures during this period are summarized below.

- In 2000, the Company, AXA Financial and certain of its affiliates sold their 71% equity interest in Donaldson, Lufkin& Jenrette to Credit Suisse Group.
- In 2001, AXA completed the sale of Banque Worms to Deutsche Bank. Under the terms of the sale agreement, AXA retained certain assets including those relating to discontinued business activities and a majority of its securities portfolio, as well as provided certain guarantees on potential non-performing loans.

For further details on significant transactions undertaken by AXA see note 4, Business Combinations, and note 20 Net Investment Result to the consolidated financial statements included under Item 18 of this annual report.

/29



AXA
  Group Simplified Organization Chart as at December 31, 2003

Set forth below is a simplified organization chart of AXA as at December 31, 2003. For additional information, please see note 3 Principal Subsidiaries and Companies accounted for under the equity method to the consolidated financial statements.

Please note that the percentage on the left represents the economic interest and the percentage on the right represents the percentage of control.



|The
      percentage on the left represents the economic interest and the percentage
      on the right represents the percentage of control.
|---------------------------------------------------------------------------------------------------------------------------------------------
|(a)                                                                                                                                          
|(b)                                                                                                                                          
|(c)                                                                                                                                          
|(d)                                                                                                                                          

/30





/31



Ratings

The Company and certain of its insurance subsidiaries are rated by recognized rating agencies. The significance of individual ratings varies from agency to agency. In the opinion of the rating agencies, companies assigned ratings at the top end of the range have a stronger capacity to repay debt and make payment on claims compared to companies assigned ratings at the lower end of the range.

Insurance rating agencies focus on the financial strength of the relevant insurance company and its capacity to meet the obligations arising on insurance policies. Certain of these agencies and their respective insurance rating scales are set out below.

|                                             
|---------------------------------------------
|Rating Agency                                
|                                             
|Standard & Poors Corp. (Standard & Poors)
|                                             
|                                             
|Moodys Investor Services (Moodys)        
|                                             
|                                             
|Fitch, Inc. (Fitch)                        
|                                             
|                                             

Debt ratings focus on the likelihood that the company will make timely payments of principal and interest. The rating scales for the agencies above are set out below.

|                                                                               
|-------------------------------------------------------------------------------
|Rating Agency                                                                  
|                                                                               
|Standard & Poors                                                              
|                                                                               
|                                                                               
|Moodys                                                                        
|                                                                               
|                                                                               
|Fitch                                                                          
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|The commercial paper rating scales for the agencies
      above are as follows:
|                                                                               
|                                                                               
|                                                                               
|Rating Agency                                                                  
|                                                                               
|Standard & Poors                                                              
|                                                                               
|                                                                               
|Moodys                                                                        
|                                                                               
|                                                                               
|Fitch                                                                          
|                                                                               
|                                                                               

/32



As the date of this annual report, the ratings for the Company and its principal insurance subsidiaries are as follows:

|                                                       |                   |  |                     | 
|------------------------------------------------------ | ----------------- |  | ------------------- | 
|                                                       | 2003              | 
|                                                       | Agency            |  | Rating              | 
|                                                       |                   |  |                     | 
|Insurer Financial Strength Ratings                     |                   |  |                     | 
|The Companys principal insurance subsidiaries         | Standard & Poors |  | AA                 | 
|                                                       | Moodys           |  | Aa3                 | 
|                                                       | Fitch             |  | AA                  | 
|                                                       |                   |  |                     | 
|Ratings of the Companys Long Term and Short Term Debt |                   |  |                     | 
|Senior Debt                                            | Standard & Poors |  | A                   | 
|                                                       | Moodys           |  | A2                  | 
|                                                       | Fitch             |  | A+                  | 
|Long Term Subordinated Debt                            | Standard & Poors |  | BBB+                | 
|                                                       | Moodys           |  | A3                  | 
|                                                       | Fitch             |  | A (Non Dated debt) | 
|                                                       |                   |  | A (Dated debt)      | 
|Short Term Debt (Commercial Paper)                     | Standard & Poors |  | A-1                 | 
|                                                       | Moodys           |  | P-1                 | 
|                                                       | Fitch             |  | F-1                 | 
|                                                       |                   |  |                     | 

In January 2003, Standard & Poors downgraded the insurer financial strength and counter party credit ratings of the core operating companies of the AXA Group from AA with negative implications to AA with a stable outlook.

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

/33



Business
  Overview

The table below presents AXAs consolidated gross premiums and financial revenues by segment for each of its major geographic markets for the years indicated.

|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|----------------------------------------------------------------------- | ------------------------ |  | ---------------- |  | ------------ | ------ | ---------------- | --- | ------------ |  | ---------------- |  | --- |  | 
|Breakdown
      of AXAs gross premiums and financial services revenues |                         
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|                                                                        | Years ended December, 31 | 
|                                                                        | 2003                     |  | 2002             |  |              | 2001   |                 
|                                                                        |                          |  | Market           |  |              |        | Market           |     |              |  | Market           | 
|                                                                        | Segment                  |  | contribution     |  | Segment      |        | contribution     |     | Segment      |  | contribution     | 
|                                                                        | contribution             |  | to total segment |  | contribution |        | to total segment |     | contribution |  | to total segment | 
|                                                                        | (%)                      |  | (%)              |  |              | (%)    |                  | (%) |              |  | (%)              |  | (%) |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Total gross premiums and                                                |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|financial services revenues                                             |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|(in euro millions)                                                      | 71,628                   |  |                  |  |              | 74,727 |                  |     |              |  | 74,832           |  |     |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |    
|Life & Savings                                                          | 65%                      |  |                  |  |              | 65%    |                  |     |              |  | 65%              |  |     |  | 
|France                                                                  |                          |  | 23%              |  |              |        |                  | 21% |              |  |                  |  | 23% |  | 
|United States                                                           |                          |  | 29%              |  |              |        |                  | 26% |              |  |                  |  | 24% |  | 
|United Kingdom                                                          |                          |  | 12%              |  |              |        |                  | 17% |              |  |                  |  | 19% |  | 
|Japan                                                                   |                          |  | 13%              |  |              |        |                  | 13% |              |  |                  |  | 11% |  | 
|Germany                                                                 |                          |  | 7%               |  |              |        |                  | 6%  |              |  |                  |  | 6%  |  | 
|Belgium                                                                 |                          |  | 4%               |  |              |        |                  | 3%  |              |  |                  |  | 3%  |  | 
|Other countries                                                         |                          |  | 10%              |  |              |        |                  | 12% |              |  |                  |  | 13% |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Property & Casualty                                                     | 24%                      |  |                  |  |              | 21%    |                  |     |              |  | 21%              |  |     |  | 
|France                                                                  |                          |  | 27%              |  |              |        |                  | 27% |              |  |                  |  | 26% |  | 
|Germany                                                                 |                          |  | 17%              |  |              |        |                  | 18% |              |  |                  |  | 20% |  | 
|United Kingdom                                                          |                          |  | 21%              |  |              |        |                  | 17% |              |  |                  |  | 16% |  | 
|Belgium                                                                 |                          |  | 8%               |  |              |        |                  | 9%  |              |  |                  |  | 8%  |  | 
|Other countries                                                         |                          |  | 27%              |  |              |        |                  | 29% |              |  |                  |  | 30% |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|International Insurance                                                 | 6%                       |  |                  |  |              | 8%     |                  |     |              |  | 8%               |  |     |  | 
|AXA RE                                                                  |                          |  | 48%              |  |              |        |                  | 60% |              |  |                  |  | 63% |  | 
|AXA Corporate Solutions                                                 |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Assurance                                                               |                          |  | 39%              |  |              |        |                  | 31% |              |  |                  |  | 30% |  | 
|AXA Cessions                                                            |                          |  | 2%               |  |              |        |                  | 2%  |              |  |                  |  | 1%  |  | 
|AXA Assistance                                                          |                          |  | 10%              |  |              |        |                  | 7%  |              |  |                  |  | 7%  |  | 
|Other countries                                                         |                          |  | 0%               |  |              |        |                  | 1%  |              |  |                  |  | 0%  |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Asset Management                                                        | 4%                       |  |                  |  |              | 5%     |                  |     |              |  | 5%               |  |     |  | 
|Alliance Capital                                                        |                          |  | 79%              |  |              |        |                  | 81% |              |  |                  |  | 86% |  | 
|AXA Investment Managers                                                 |                          |  | 21%              |  |              |        |                  | 19% |              |  |                  |  | 13% |  | 
|National Mutual Funds                                                   |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Management (a)                                                          |                          |  |                 |  |              |        |                  |    |              |  |                  |  | 1%  |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Other Financial Services                                                | 1%                       |  |                  |  |              | 1%     |                  |     |              |  | 2%               |  |     |  | 
|French banks                                                            |                          |  | 17%              |  |              |        |                  | 13% |              |  |                  |  | 17% |  | 
|German banks                                                            |                          |  | 15%              |  |              |        |                  | 12% |              |  |                  |  | 9%  |  | 
|AXA Bank Belgium                                                        |                          |  | 64%              |  |              |        |                  | 70% |              |  |                  |  | 68% |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|Other financial services                                                |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 
|and real estate companies                                               |                          |  | 4%               |  |              |        |                  | 5%  |              |  |                  |  | 7%  |  | 
|                                                                        |                          |  |                  |  |              |        |                  |     |              |  |                  |  |     |  | 

|(a) | In 2001, AXA Asia Pacific Holdings (the parent company
      of National Mutual Funds Management) and Alliance Capital Management entered
      into an asset management joint venture agreement. The activities of National
      Mutual Funds Management that were not part of the joint venture agreement
      are closely aligned to those reported in the Australia / New Zealand life
      operations of the Life & Savings segment, and hence reclassification
      to this segment was made effective January 1, 2002. Due to the immaterial
      impact on the AXA Group accounts, prior period results have not been restated
      to reflect this change in classification.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/34



Segment
  Information

LIFE
  & SAVINGS SEGMENT

AXAs Life & Savings segment offers a broad range of life insurance products including retirement and life products as well as health insurance products for both individuals and groups (that is corporate clients), with an emphasis on savings-related products including separate account (unit-linked) products. The Life & Savings Segment accounted for46.8 billion or 65% of AXAs consolidated gross premiums and financial services revenues for the year ended December 31, 2003 (2002:48.6 billion or 65%, respectively).

The table below summarizes AXAs Life & Savings gross premiums and gross insurance liabilities by geographic region for the periods and as at the dates indicated.

|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 
|---------------------------------------------- | ------------------------ |  | ------------------------------------ |  | ------ |  | ------ |  | ----------------- |  | 
|Gross premiums and financial services revenues |                         
|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 
|                                               | Years ended December 31, |  | Gross insurance
      liabilities at | 
|(in euro millions, except percentages)         |                          |  | 2003                                 |  | 2002   |  | 2001   |  | December 31, 2003 | 
|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 
|France                                         | 23%                      |  | 10,882                               |  | 10,423 |  | 10,997 |  | 83,165            |  | 
|United States                                  | 29%                      |  | 13,732                               |  | 12,726 |  | 11,642 |  | 74,380            |  | 
|Japan                                          | 13%                      |  | 6,078                                |  | 6, 428 |  | 5,475  |  | 27,104            |  | 
|United Kingdom                                 | 12%                      |  | 5,831                                |  | 8,362  |  | 9,086  |  | 62,181            |  | 
|Germany                                        | 7%                       |  | 3,428                                |  | 3,140  |  | 2,997  |  | 28,487            |  | 
|Belgium                                        | 4%                       |  | 2,050                                |  | 1,629  |  | 1,686  |  | 12,531            |  | 
|Others                                         | 10%                      |  | 4,798                                |  | 5,877  |  | 6,517  |  | 28,455            |  | 
|Australia
      and New Zealand                | 4%                       |  | 1,697                                |  | 2,018  |  | 2,587  |  | 9,398             |  | 
|Hong
      Kong                                | 2%                       |  | 791                                  |  | 936    |  | 1,353  |  | 3,407             |  | 
|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 
|TOTAL                                          | 100%                     |  | 46,799                               |  | 48,586 |  | 48,399 |  | 316,303           |  | 
|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 
|Represented by:                                |                          |  |                                      |  |        |  |        |  |                   |  | 
|Gross
      written premiums                   |                         |  | 46,286                               |  | 48,048 |  | 47,913 |  |                  |  | 
|Others
      revenues(a)                       |                         |  | 513                                  |  | 539    |  | 486    |  |                  |  | 
|                                               |                          |  |                                      |  |        |  |        |  |                   |  | 

|(a) | Includes revenues from other activities (commissions and
      related fees associated with the management of AXAs general account
      assets and mutual funds sales).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MARKET

The year 2003 was one of recovery for the European and US market, as financial markets were less volatile. Investors responded favorably to this recovery and focused their interests more on products with features offering guarantees. In certain countries, the rate at which gross premiums on Unit Linked business has fallen in recent years began to slow. In the United Kingdom, sales of With Profits Bonds ceased in 2003 following AXAs withdrawal from the With-Profit bond market in July 2002.

In each of its principal markets, AXA operates through well-established life insurance companies. AXAs principal life insurance subsidiaries are set out below.

|France:              | AXA
      France Vie (a result of a merger in 2003 between AXA France Vie and AXA
      France Collectives)                     
|-------------------- | --------------------------------------------------------------------------------------------------------------------------------
|United
      States: | The
      Equitable Life Assurance Society, AXA Financial and its insurance
      and distribution subsidiaries and affiliates
|United Kingdom:      | AXA Sun Life Plc                                                                                                                
|Japan:               | AXA Life Insurance Co. and AXA Group Life Insurance                                                                             
|Germany:             | AXA Lebensversicherung AG, AXA Kranken Versicherung AG                                                                          
|Belgium:             | AXA Belgium SA.                                                                                                                 

/35



Commentary on the 2003 market conditions in the geographical markets in which AXA operates is provided in Item 5 - Operating and Financial Review and Prospects - Market Conditions in Year 2003.

The
  table below presents the life insurance markets in which AXA operates ranked
  by worldwide gross premiums in 2002, along with AXAs ranking (by market
  share).



|                                                               |                       |                    |        |         |              |    |     |  |     |     | 
|-------------------------------------------------------------- | --------------------- | ------------------ | ------ | ------- | ------------ | -- | --- |  | --- | --- | 
|Based
      on worldwide gross life insurance premiums in 2002 |                      
|                                                               |                       |                    |        |         |              |    |     |  |     |     | 
|                                                               | Country Statistics(a) |                    | AXA(b) |        
|Countries                                                      | Ranking               | % premiums written |        | Ranking | Market share |   
|                                                               |                       |                    |        |         |              |    |     |  |     |     | 
|United States                                                  | 1                     |                    | 31%    |         |              | 3  |     |  | 8%  | (c) | 
|Japan                                                          | 2                     |                    | 23%    |         |              | 10 |     |  | 3%  |     | 
|United Kingdom                                                 | 3                     |                    | 10%    |         |              | 7  | (d) |  | 5%  |     | 
|France                                                         | 4                     |                    | 5%     |         |              | 2  |     |  | 11% |     | 
|Germany                                                        | 5                     |                    | 4%     |         |              | 6  |     |  | 4%  |     | 
|Belgium                                                        | 16                    |                    | 1%     |         |              | 5  |     |  | 12% |     | 
|                                                               |                       |                    |        |         |              |    |     |  |     |     | 

|(a) | Source: Swiss Re Sigma report 6/2003 World insurance
      in 2002, measured in U.S. dollars.                           
|--- | --------------------------------------------------------------------------------------------------------------------------
|(b) | In general, based on 2002 market data for each specific
      country or an estimate for 2003.                            
|(c) | Relates to the variable annuity products and reflects uptated
      information since publication of French Annual Report.
|(d) | Based on annualized new business premium equivalent (regular
      premium plus one-tenth of new business single premium).

OTHER LIFE & SAVINGS OPERATIONS

In addition to the principal markets discussed above, AXA offers life, health and retirement products in other countries in Europe (Netherlands, Luxembourg, Italy, Spain, Portugal and Switzerland), Turkey, Morocco, Canada, Australia, New Zealand, Hong Kong, Singapore, and China, as well as other countries in the Middle East and the Asia Pacific region. The products offered in these markets are offered through various distribution channels, including general agents, salaried sales forces, bank networks, financial advisors and brokers.

COMPETITION

The nature and level of competition vary among the countries in which AXA operates. There is strong competition among companies for all the types of individual and group life & savings products sold by AXA. Many other insurance companies offer one or more products similar to those offered by AXA, in some cases using similar marketing techniques. In addition, AXA still competes with banks, mutual funds, investment advisers and other financial institutions for sales of savings-related investment products and, to a lesser extent, life insurance products.

The principal competitive factors affecting the Life & Savings segments business include:

- Price,
- Ratings
    for an insurers financial strength and claims paying ability,
- Size,
    strength and quality of the distribution platform, in particular the quality
    of advisors,
- Range
    of product lines and product quality,
- Quality
    of service,
- Investment
    management performance,
- Historical
    levels of bonuses with respect to participating contracts,
- Reputation,
    visibility and recognition of brand,

/36



- Changes
    in regulations that may affect the policy charging structure relating to commission
    and administrative charges, and
- Quality
    of management.

PRODUCTS

AXAs Life & Savings products include a broad range of life, health, retirement and savings-related products marketed to both individuals and corporate clients, the latter in the form of group contracts. The life and savings-related products offered by AXAs operations include: term life, whole life, universal life, mortgage endowment, deferred annuities, immediate annuities, variable life and other investment-based products. In 2003, AXA launched in Germany its new pension fund of Pensionskasse type in order to profit from a new buoyant market that has developed since the German governments pension reforms. Unlike many competitors, AXAs Pensionskasse is open to third party providers, including insurance companies that are not part of the AXA Group. The health products offered include critical illness and permanent health insurance products. The nature of the products offered by AXA varies from market to market.

The table below presents consolidated gross written premiums (after intersegment elimination) and gross insurance liabilities by major product for the periods and as at the dates indicated for AXAs Life & Savings segment.



|                                               |                          |  |                 |  |        |  |                   |  |         |  | 
|---------------------------------------------- | ------------------------ |  | --------------- |  | ------ |  | ----------------- |  | ------- |  | 
|Life
      & Savings Segment                   |                          | 
|                                               |                          |  |                 |  |        |  |                   |  |         |  | 
|                                               | Gross written premiums   |  | Gross insurance | 
|                                               | Years ended December 31, |  | liabilities at  | 
|(in euro millions, except percentages)         | 2003                     |  | 2002            |  | 2001   |  | December 31, 2003 | 
|                                               |                          |  |                 |  |        |  |                   |  |         |  | 
|Individual                                     | 55%                      |  | 25,433          |  | 24,136 |  | 22,426            |  | 183,490 |  | 
|Group                                          | 10%                      |  | 4,674           |  | 5,298  |  | 4,083             |  | 35,185  |  | 
|Retirement/annuity/investment contracts        | 65%                      |  | 30,107          |  | 29,435 |  | 26,509            |  | 218,675 |  | 
|Life contracts (including endowment contracts) | 22%                      |  | 10,043          |  | 10,481 |  | 13,407            |  | 71,274  |  | 
|Health contracts                               | 9%                       |  | 4,064           |  | 6,067  |  | 5,474             |  | 9,905   |  | 
|Other                                          | 4%                       |  | 2,073           |  | 2,065  |  | 2,522             |  | 16,449  |  | 
|                                               |                          |  |                 |  |        |  |                   |  |         |  | 
|TOTAL                                          | 100%                     |  | 46,286          |  | 48,048 |  | 47,913            |  | 316,303 |  | 
|                                               |                          |  |                 |  |        |  |                   |  |         |  | 
|Total includes:                                |                          |  |                 |  |        |  |                   |  |         |  | 
|Separate account (unit-linked) contracts       | 32%                      |  | 15,022          |  | 14,344 |  | 16,767            |  | 101,069 |  | 
|UK With-Profit business                      | 3%                       |  | 1,288           |  | 3,128  |  | 3,443             |  | 29,119  |  | 
|                                               |                          |  |                 |  |        |  |                   |  |         |  | 

Certain of AXAs Life & Savings products provide features which enable the policyholders to participate in the excess assets over the liabilities (the surplus) of the life company issuing the contract through an interest or bonus crediting rate. AXA offers participating contracts in most its principal Life & Savings operations. The policyholder may participate in the investment return and/or in part of the operating profits earned by the life insurance company. The nature and extent of participation by the policyholder vary from country to country. Therefore, such participations, including policyholder participations on UK With-Profit business (explained below), are treated as dividends that may either increase the present value of future policy benefits or be paid in cash to the policyholder in the year the bonus is credited.

/37



UK With-Profit business

Specific to the United Kingdom, the participating contract, also known as the With-Profit contract, is offered by many life insurance companies in the United Kingdom, including AXA Sun Life. In 2002, AXA decided to cease the marketing of new product for the With-Profit contracts. For With-Profit contracts, policyholders premiums are paid into a Life insurance Companys participating (With-Profit) fund, which is part of a companys long-term insurance business fund. In the participating (With-Profit) fund, the premiums are invested in a range of assets, including fixed maturity and equity securities, real estate and loans. The participating (With-Profit) policyholders are entitled to receive a share of the profits arising from these investments. The policyholders share of the profits, referred to as bonuses, include both regular bonuses and terminal bonuses. These bonuses are either paid on or credited to With-Profit contracts held in the fund as recommended by the Companys actuary and approved by its board of directors. The regular bonuses are designed to provide a return to the policyholder through a periodic increase in benefits and are credited to the policyholder at regular intervals. Regular bonuses represent a partially smoothed return of investment income, but do not reflect the return earned by the insurance company in any one period. Once credited, regular bonuses are guaranteed to be paid at maturity, death or as otherwise specified in the policy. Terminal bonuses, which are not guaranteed in advance of payment, are designed to provide policyholders with their share of total investment performance (including investment income and realized and unrealized investment gains or losses) and other experience of the participating (With-Profit) fund (including expenses, mortality experience and income taxes). Terminal bonuses can represent a significant portion of the total amount paid at maturity (which has in the past often exceeded 50% and currently exceeds 25% in some case) or upon surrender prior to maturity. The amount of terminal bonus to be paid is determined at the discretion of the board of directors.

Following policyholder and court approvals, in 2001 AXA Equity & Law underwent a financial reorganization whereby the life insurance funds were transferred to AXA Sun Life and fundamentally restructured. A portion of the assets that accumulated over the years (which we refer to in this annual report as the inherited estate) were attributed to AXA as the shareholder, less a portion allocated to the With-Profit policyholders in the form of a reorganization bonus, based on the number of eligible policyholders that elected in favor of this plan. For further information on the financial reorganization, please refer to note 4 Business Combinations to the consolidated financial statements included in Item 18 in this annual report.

Variable life and annuity products

Variable life and variable annuity product benefits may be linked to investments supporting such contracts, referred to in this annual report as separate account (unit-linked) contracts or unit-linked contracts. In general, the investment risk (and reward) is transferred to the policyholder while the life company earns fee income from managing the separate account assets. However, there may be certain types of variable products that offer guarantees, such as guarantees of minimum income benefits or minimum death benefits.

Over the past few years, AXAs Life & Savings operations have experienced significant growth in savings-related unit-linked products. This growth has been notable in Europe and in the Asia Pacific region, and is attributable to a number of factors including (i) an increase in consumer awareness of such products, (ii) government initiatives to move away from state funded pensions to private funded pensions, and (iii) favorable financial market performance up to 2000. A similar trend also existed in the U.S. Life & Savings operations, however, due to a significant shift in product mix, as a result of deterioration in the global financial market performance since 2001, gross premiums on such business

/38



have decreased from16.8 billion in 2001 to14.3 billion in 2002. In 2003, mainly due to the lower volatility of the financial markets, gross premiums in unit-linked business reached15.0 billion, representing at constant exchange rates 33% of total gross revenues of the Life & Savings segment, compared to 29% in 2002.

DISTRIBUTION

AXA distributes its Life & Savings products through a number of channels that vary from country to country, including notably exclusive agents, independent brokers, salaried sales forces, direct marketing (mail, telephone, or internet sales) and specialized networks (including banks and other financial services providers). In Europe, numbers of distribution channels are used by both AXAs Life & Savings operations and its Property & Casualty insurance operations.

The split by distribution channels used by AXAs principal Life & Savings operations, based on consolidated gross premiums from new business for the year ended December 31, 2003, is presented below.

|                           |                   |  |                    |                 |                        |                             |                 |  | 
|-------------------------- | ----------------- |  | ------------------ | --------------- | ---------------------- | --------------------------- | --------------- |  | 
|                           |                   |  |                    |                 |                        |                             | Other networks, | 
|                           |                   |  |                    | Intermediaries, |                        | including direct marketing, |                
|Based on gross premiums    | Agents and direct |  | independent        |                 | corporate partnerships |                            
|from new business in 2003: | sales force       |  | advisers & brokers |                 | and bank networks      |                            
|                           |                   |  |                    |                 |                        |                             |                 |  | 
|France                     | 67%               |  |                    | 27%             |                        |                             | 6%              |  | 
|United States              | 34%               |  |                    | 66%             |                        |                             | 0%              |  | 
|Japan (a)                  |                  |  |                    | 30%             |                        |                             | 70%             |  | 
|United Kingdom (c)         | 7%                |  |                    | 81%             |                        |                             | 12%             |  | 
|Germany                    | 48%               |  |                    | 38%             |                        |                             | 14%             |  | 
|Belgium (b)                | 2%                |  |                    | 24%             |                        |                             | 74%             |  | 
|                           |                   |  |                    |                 |                        |                             |                 |  | 

|(a) | Approximately 70% of the products are distributed through
      affinity groups, which include the Chamber of Commerce and Industry and
      corporate direct sales (to individuals).                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | During 2003, several brokers in Belgium became bancassurance
      distributors and consequently have been reclassified from Agents and
      direct sales force to Other networks, including direct marketing
      / corporate partnerships and bank networks.
|(c) | Reflects uptated information since publication of French
      Annual Report.                                                                                                                                                                                       

SURRENDERS AND LAPSES

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

/39



Total surrenders and lapses for 2003 and the ratio of surrenders and lapses to gross insurance reserves for the periods indicated are presented below.

|                                     |                           |  |                           |  |      |  |       | 
|------------------------------------ | ------------------------- |  | ------------------------- |  | ---- |  | ----- | 
|                                     | Years ended December 31,  | 
|                                     | 2003                      |  | 2003                      |  | 2002 |  | 2001  | 
|                                     | Total surrenders & lapses |  | Surrenders & lapses ratio | 
|                                     | (in euro millions)        |  | %                         |  | %    |  | %     | 
|                                     |                           |  |                           |  |      |  |       | 
|French operations                    | 5,184                     |  | 7.1%                      |  | 6.6% |  | 6.8%  | 
|US operations (a) (b)                |                           |  |                           |  |      |  |       | 
|Individual life                      | 951                       |  | 4.4%                      |  | 4.0% |  | 3.8%  | 
|Individual retirement                | 3,419                     |  | 8.4%                      |  | 9.8% |  | 9.0%  | 
|Japan                                | 3,361                     |  | 12.0%                     |  | 9.5% |  | 13.6% | 
|UK operations (a)                    | 3,611                     |  | 7.6%                      |  | 7.6% |  | 7.0%  | 
|German operations (including Health) | 383                       |  | 1.4%                      |  | 1.2% |  | 1.3%  | 
|Belgian operations                   | 846                       |  | 7.7%                      |  | 6.4% |  | 5.5%  | 
|                                     |                           |  |                           |  |      |  |       | 

|(a) | Amounts reported for the US and UK life operations exclude
      lapses and, for US operations, excludes institutional separate accounts.                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Reflects uptated information since publication of French
      Annual Report. US surrenders were previously estimated to be 4.0% and 8.7%,
      respectively for, individual life and individual retirement.

PROPERTY
  & CASUALTY SEGMENT

AXAs Property & Casualty segment offers a range of personal and commercial insurance products. The Property & Casualty Segment accounted for approximately17.1 billion, or 24% of AXAs consolidated gross premiums and financial services revenues for the year ended December 31, 2003 (2002:15.9 billion or 21% respectively).

The table below summarizes AXAs consolidated gross premiums and financial services revenues (after intersegment eliminations) and claims reserves for the Property & Casualty segment for the periods and as at the dates indicated.



|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 
|-------------------------------------------- | ---------------------------------------------- |  | --------------- |  | ------ |  | ----------------- |  | ------ |  | 
|Property
      & Casualty Segment            |                                               
|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 
|                                             | Gross premiums and financial services revenues |  | Gross insurance | 
|                                             | Years ended December 31,                       |  | liabilities at  | 
|(in euro millions,
      except percentages) | 2003                                           |  | 2002            |  | 2001   |  | December 31, 2003 | 
|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 
|France                                       | 27%                                            |  | 4,640           |  | 4,383  |  | 4,171             |  | 9,326  |  | 
|Germany                                      | 17%                                            |  | 2,847           |  | 2,843  |  | 3,142             |  | 5,699  |  | 
|United
      Kingdom                         | 21%                                            |  | 3,664           |  | 2,749  |  | 2,480             |  | 4,890  |  | 
|Belgium                                      | 8%                                             |  | 1,405           |  | 1,395  |  | 1,323             |  | 4,966  |  | 
|Others                                       | 27%                                            |  | 4,543           |  | 4,577  |  | 4,780             |  | 7,955  |  | 
|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 
|TOTAL                                        | 100%                                           |  | 17,098          |  | 15,948 |  | 15,896            |  | 32,836 |  | 
|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 
|Represented
      by:                        |                                                |  |                 |  |        |  |                   |  |        |  | 
|Gross
      written premiums                 |                                               |  | 17,063          |  | 15,936 |  | 15,894            |  |       |  | 
|Other
      revenues                         |                                               |  | 35              |  | 12     |  | 2                 |  |       |  | 
|                                             |                                                |  |                 |  |        |  |                   |  |        |  | 

/40



For the ten-year loss development of the Property & Casualty claims reserves, see Property and Casualty Claims Reserves included at the end of this section of the annual report.

MARKET

In 2003, the Property & Casualty market continued to grow, driven by an increase in the number of contracts and increase in premium rates. This increase was mainly attributable to continued high cost of claims (commercial lines) and a significant increase in the cost of reinsurance.

In each of its principal markets, AXA operates through well-established Property & Casualty insurance companies.

AXAs
  principal Property & Casualty insurance subsidiaries are set out below:

|France:               |  | AXA
      France IARD, Direct Assurance IARD and Natio Assurance
|--------------------- |  | ----------------------------------------------------------------
|United
      Kingdom: |  | AXA
      Insurance UK                                          
|Germany:              |  | AXA
      Versicherung AG                                       
|Belgium:              |  | AXA
      Belgium SA                                            

Commentary on the 2003 market conditions in the geographical markets in which AXA operates is provided in Item 5 - Operating and Financial Review and Prospects - Market Conditions in 2003.

The table below presents the Property & Casualty markets in which AXA operates ranked by worldwide gross premiums in 2002, along with AXAs ranking (by market share).

|                                                                            |                       |  |                    |        |         |   |              |     |    
|--------------------------------------------------------------------------- | --------------------- |  | ------------------ | ------ | ------- | - | ------------ | --- | ---
|Property & Casualty                                                        
|                                                                            |                       |  |                    |        |         |   |              |     |    
|Based on worldwide gross property &
      casualty premiums written in 2002
|                                                                            | Country statistics(a) |  |                    | AXA(b) |         |  
|Country                                                                     | Ranking               |  | % premiums written |        | Ranking |   | Market share |    
|                                                                            |                       |  |                    |        |         |   |              |     |    
|Germany                                                                     | 3                     |  | 7%                 |        |         | 5 |              | 5%  | (c)
|United Kingdom                                                              | 4                     |  | 7%                 |        |         | 5 |              | 5%  | (d)
|France                                                                      | 5                     |  | 4%                 |        |         | 1 |              | 15% |    
|Belgium                                                                     | 14                    |  | 1%                 |        |         | 1 |              | 18% |    
|                                                                            |                       |  |                    |        |         |   |              |     |    

|(a) | Source: Swiss Re Sigma report 6/2003 World insurance
      in 2002, measured in U.S. Dollars.                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In general based on 2002 market data for each specific
      country or an estimate for 2003.                                                                                                                                                                                                                                                      
|(c) | Based on 2002 gross Property & Casualty premiums written
      in Germany, AXA is ranked as follows: (group ranking without International
      Insurance): third in liability insurance (7,3% market share), fifth in homeowners
      insurance (4,9% market share), sixth in automobile insurance (4,1% market
      share).                   
|(d) | AXAs UK product lines, based on gross earned premiums,
      are ranked as follows: fifth in personal automobile insurance (4.8% market
      share), fifth in homeowners/domestic property insurance (4.7% market share),
      fifth in commercial vehicle (5.6% market share) and third in total commercial
      property (9.6% market share).

OTHER PROPERTY & CASUALTY OPERATIONS

In addition to the principal markets discussed above, AXA offers personal and commercial Property & Casualty insurance products in the following countries: Italy, Ireland, Spain, Netherlands, Portugal, Luxembourg, Switzerland, Canada, Morocco, Turkey, Japan, Singapore, and Hong Kong, as well as other countries mainly in the Middle East. The products offered in these markets are offered through various distribution channels, including brokers and direct sales force.

/41



COMPETITION

The nature and level of competition varies among the countries in which AXA operates. In general, the Property & Casualty insurance industry in each of AXAs principal markets is highly competitive and tends to be cyclical, with surplus underwriting capacity leading to lower premium rates. The principal competitive factors are as follows:

- Price,
- Quality of service,
- Distribution network,
- Brand recognition,
- Changes in regulations, which may affect premium rates charged or claims settlement costs paid, and
- Ratings for financial strength and claims-paying ability.

In France, Germany and Belgium, markets are fragmented. In the United Kingdom, industry-wide consolidation across the sector has affected both major insurance companies and brokers, resulting in increased concentration among the top few players in recent years.

PRODUCTS

AXAs Property & Casualty insurance operations offer a broad range of products including automobile, homeowners/ household, property and general liability insurance for both personal and commercial customers, the latter specifically focusing on small to medium-sized companies, and permanent health insurance.

The table below presents gross written premiums and gross insurance liabilities by major product for the periods and as at the dates indicated.

|                                            |                          |  |                      |  |        |  |        |  |        |  | 
|------------------------------------------- | ------------------------ |  | -------------------- |  | ------ |  | ------ |  | ------ |  | 
|Property & Casualty
      Insurance Segment |                          |  |                      | 
|                                            |                          |  |                      |  |        |  |        |  |        |  | 
|                                            | Gross written premiums   |  | Insurance Reserves   | 
|                                            | Years ended December 31, |  | at December 31, 2003 | 
|(in euro millions, except percentages)      | 2003                     |  | 2002                 |  | 2001   |  |        |  |       
|                                            |                          |  |                      |  |        |  |        |  |        |  | 
|Personal line                               |                          |  |                      |  |        |  |        |  |        |  | 
|Motor (Automobile)                          | 33%                      |  | 5,550                |  | 5,686  |  | 5,880  |  | 9,958  |  | 
|Homeowners/household                        | 13%                      |  | 2,205                |  | 2,273  |  | 2,330  |  | 1,938  |  | 
|Other (a)                                   | 12%                      |  | 2,083                |  | 1,548  |  | 1,514  |  | 4,114  |  | 
|Comercial line                              |                          |  |                      |  |        |  |        |  |        |  | 
|Motor (Automobile)                          | 7%                       |  | 1,258                |  | 1,252  |  | 1,231  |  | 2,073  |  | 
|Property damage                             | 13%                      |  | 2,265                |  | 2,078  |  | 1,896  |  | 2,337  |  | 
|Liability                                   | 7%                       |  | 1,242                |  | 1,111  |  | 1,058  |  | 4,762  |  | 
|Other (a)                                   | 10%                      |  | 1,666                |  | 1,179  |  | 1,162  |  | 4,975  |  | 
|Other                                       | 5%                       |  | 794                  |  | 808    |  | 823    |  | 2,681  |  | 
|                                            |                          |  |                      |  |        |  |        |  |        |  | 
|TOTAL                                       | 100%                     |  | 17,063               |  | 15,936 |  | 15,894 |  | 32,836 |  | 
|                                            |                          |  |                      |  |        |  |        |  |        |  | 

/42



DISTRIBUTION

AXA distributes its Property & Casualty insurance products through a number of channels that vary from country to country. In Europe, the same distribution channels are used by both AXAs Life & Savings operations and Property & Casualty operations. The split by distribution channels used by AXAs Property & Casualty operations, based on gross written premiums for the year ended December 31, 2003 is presented below.



|                   |                                               |  |                    |     |              |     |                     |  |     |  | 
|------------------ | --------------------------------------------- |  | ------------------ | --- | ------------ | --- | ------------------- |  | --- |  | 
|                   | Based
      on gross written premiums in 2003 | 
|                   |                                               |  |                    |     |              |     |                     |  |     |  | 
|                   |                                               |  |                    |     |              |     | Other networks,     | 
|                   |                                               |  | Intermediaries,    |     | Direct sales |     | including corporate | 
|                   |                                               |  | independent        |     | and          |     | partnerships        | 
|                   | General agents                                |  | advisers & brokers |     | marketing    |     | and bank networks   | 
|                   |                                               |  |                    |     |              |     |                     |  |     |  | 
|France             | 70%                                           |  |                    | 25% |              | 4%  |                     |  | 1%  |  | 
|Germany            | 46%                                           |  |                    | 40% |              | 4%  |                     |  | 10% |  | 
|United Kingdom (a) |                                              |  |                    | 59% |              | 24% |                     |  | 17% |  | 
|Belgium            |                                              |  |                    | 74% |              | 2%  |                     |  | 24% |  | 
|                   |                                               |  |                    |     |              |     |                     |  |     |  | 

CEDED REINSURANCE

AXAs Property & Casualty insurance operations use various types of reinsurance, primarily to limit their maximum exposure to catastrophic events, environmental pollution risks and certain other types of risks. In order to leverage AXAs size and optimize reinsurance cover, certain insurance exposures are ceded internally to AXA Cessions (included within the International Insurance segment), which organizes external reinsurance programs. Total gross premiums ceded by the Property & Casualty operations to third party reinsurers in 2003 was1,043 million (2002:1,146 million).

/43



INTERNATIONAL
  INSURANCE SEGMENT

AXAs International Insurance segment business is primarily conducted by AXA RE for the reinsurance activities and AXA Corporate Solutions Assurance for large risks insurance activities.

The business operations of these two activities are described below.

AXA REfocuses its reinsurance business principally on property and catastrophe business as well as some other profitable niches. Such business is underwritten in Paris, Canada and Singapore.

In January 2003, AXA announced that it would (i) cease underwriting and renewing contracts on Life and Non-Life reinsurance businesses through its U.S. subsidiaries, and (ii) cease U.S. financial guarantee reinsurance activities carried by AXA RE Finance. In addition, it was announced that (i)AXA Liabilities Managerswould manage the Property & Casualty run off portfolios either located in AXA RE, AXA Belgium, and AXA UK or corresponding to stand-alone Runoff companies of the Other transnational activities segment, and (ii)AXA Corporate Solutions Assurancewould focus its activity on large risk Property & Casualty insurance business for large corporate clients in Europe, as well as in the Marine and Aviation lines for all clients on a worldwide basis.

The International Insurance segment accounted for4.0 billion, or 6% of AXAs consolidated gross premiums and financial services revenues for the year ended December 31, 2003 (2002:5.8 billion or 8%, respectively).

The table below summarizes AXAs consolidated gross premiums and financial services revenues and gross insurance liabilities (gross of reinsurance) for the International Insurance Segment, for the periods and at the dates indicated.



|                                       |                                               |  |                 |  |       |  |                   |  |        |  | 
|-------------------------------------- | --------------------------------------------- |  | --------------- |  | ----- |  | ----------------- |  | ------ |  | 
|International
      Insurance Segment  |                                              
|                                       |                                               |  |                 | 
|                                       | Gross premiums and financial services segment |  | Gross insurance | 
|                                       | Years ended December 31,                      |  | liabilities at  | 
|(in euro millions, except percentages) | 2003                                          |  | 2002            |  | 2001  |  | December 31, 2003 | 
|                                       |                                               |  |                 |  |       |  |                   |  |       
|AXA RE                                 | 48%                                           |  | 1,913           |  | 3,472 |  | 3,560             |  | 5,327  |  | 
|AXA Corporate Solutions Assurance      | 39%                                           |  | 1,550           |  | 1,762 |  | 1,698             |  | 4,334  |  | 
|AXA Cession                            | 2%                                            |  | 87              |  | 100   |  | 30                |  | 122    |  | 
|AXA Assistance                         | 10%                                           |  | 408             |  | 397   |  | 381               |  | 154    |  | 
|Other international activities         |                                              |  | 14              |  | 30    |  | 9                 |  | 1,523  |  | 
|                                       |                                               |  |                 |  |       |  |                   |  |        |  | 
|TOTAL                                  | 100%                                          |  | 3,972           |  | 5,762 |  | 5,678             |  | 11,461 |  | 
|                                       |                                               |  |                 |  |       |  |                   |  |        |  | 
|Represented by:                        |                                               |  |                 |  |       |  |                   |  |        |  | 
|Gross written premiums                 |                                              |  | 3,956           |  | 5,740 |  | 5,664             |  |       |  | 
|Other revenues                         |                                              |  | 16              |  | 22    |  | 14                |  |       |  | 
|                                       |                                               |  |                 |  |       |  |                   |  |        |  | 

For the ten-year loss development of AXAs International Insurance claims reserves, see Property and Casualty Claims Reserves included elsewhere in this section of the annual report.

/44



MARKET AND COMPETITION

On theReinsuranceside, after the large claims experience and the financial market crisis in 2001, a progressive stabilization of prices is under way. The bulk of AXA REs portfolio  Property, Marine and Aviation  showed stable rates and no excess capacity. The rest of the portfolio -Motor and Casualty- benefited from additional rate increases. The share of non-proportional business is growing again. Competition amongst reinsurers is coming from the growing size of Bermudan companies. Similar to 2002, the reinsurance business in 2003 had not been adversely affected by exceptional claims.

On theLarge Risks Insurancemarket, in the context of a favorable claims experience, further rate increases and restructuring of large Corporate Insurance programs (through franchise agreements and other contract clauses) were implemented, especially in liability, and on a lesser extend in Property, Motor and marine. The aviation market softened, however, in the context of a reduced airlines activity.

PRODUCTS

AXA RE - Reinsurance Activity.These operations have a geographically diverse reinsurance portfolio, including the following classes of business: property damage (including catastrophe exposure), third party liability, motor, marine and aviation, credit bond, and life and health insurance. The reinsurance operations are oriented towards non-proportional and proportional reinsurance treaties and are focused on severity business (catastrophe risks).

AXA Corporate Solutions Assurance - Large Risk Insurance Activity.These operations underwrite large insurance risks for large national and international corporations. The products cover Property & Casualty, third party liability; marine, aviation and transport; construction risk; financial risk; and directors and officers liability. AXA Corporate Solutions Assurance also offers loss-prevention and risk management services.

AXA Cessions.AXAs Property & Casualty subsidiaries reinsure a large portion of their business internally through AXA Cessions. AXA Cessions coordinates retrocession with external reinsurers to reduce the loss exposures of each subsidiary and of AXA as a whole.

AXA Assistance.AXA provides assistance services primarily through AXA Assistance. The services include medical aid for travelers and automobile-related road assistance. The clients include insurance companies, credit card companies, tour operators and automobile manufacturers.

The table below presents the International Insurance segments gross written premiums and gross insurance liabilities by major product for the periods and as at the dates indicated.



|                                       |                          |  |                 |  |       |  |                   |  |        |  | 
|-------------------------------------- | ------------------------ |  | --------------- |  | ----- |  | ----------------- |  | ------ |  | 
|International
      Insurance          |                         
|                                       |                          |  |                 | 
|                                       | Gross written premiums   |  | Gross insurance | 
|                                       | Years ended December 31, |  | liabilities at  | 
|(in euro millions, except percentages) | 2003                     |  | 2002            |  | 2001  |  | December 31, 2003 | 
|                                       |                          |  |                 |  |       |  |                   |  |        |  | 
|Property damage                        | 44%                      |  | 1,746           |  | 2,852 |  | 2,945             |  | 3,398  |  | 
|Automobile, Marine, Aviation           | 18%                      |  | 705             |  | 1,235 |  | 836               |  | 3,030  |  | 
|Casualty / Civil Liability             | 15%                      |  | 608             |  | 689   |  | 470               |  | 3,645  |  | 
|Assistance                             | 10%                      |  | 408             |  | 397   |  | 381               |  | 154    |  | 
|Other                                  | 12%                      |  | 489             |  | 566   |  | 1,032             |  | 1,233  |  | 
|                                       |                          |  |                 |  |       |  |                   |  |        |  | 
|TOTAL                                  | 100%                     |  | 3,956           |  | 5,740 |  | 5,664             |  | 11,461 |  | 
|                                       |                          |  |                 |  |       |  |                   |  |        |  | 

/45



DISTRIBUTION

AXA RE and AXA Corporate Solutions Assurance distribute their products principally through insurance and reinsurance brokers.

CEDED REINSURANCE AND RETROCESSIONS

AXA Corporate Solutions Assurance and AXA RE review their exposures to ensure that the risks underwritten are diversified geographically and by line of business in order to avoid risk of concentration. In 2003,AXA Corporate Solutions Assuranceceded664 million premiums (2002:632 million) to third-party reinsurers.

AXA REretroceded premiums to external reinsurers as follows : (i)279 million premiums related to specific and proportional retrocession to protect specific lines of business, and (ii)290 million related to cover on the whole portfolio against major events.

Furthermore, 54% of total reinsurance ceded to third parties, approximately671 million, were placed externally by AXA Cessions on behalf of AXAs insurance subsidiaries (2002:767 million).

ASSET MANAGEMENT SEGMENT

AXAs principal Asset Management companies are Alliance Capital Management (Alliance Capital) and AXA Investment Managers (AXA IM). The asset management companies manage assets on behalf of retail investors, private clients and institutional clients as well as on behalf of subsidiaries of AXA.

Asset
  Management is important to AXA, from both a strategic and profitability perspective.
  The development of Asset Management activities is a key part of AXAs strategy,
  which seeks to capitalize on existing strengths and to expand its client base.
  This strategy is founded on managements belief that its Asset Management
  expertise will enable AXA to benefit in the future from the expected growth
  in savings-related products in the markets in which it operates. The Asset Management
  segment accounted for2.9
  billion of revenues, for the year ended December 31, 2003 (2002:  3.4
  billion).

After a slow start to the year, a solid recovery in equity markets in 2003 provided a positive background for the industry, as demonstrated by the S&P 500 which advanced by nearly 29% during the year. Those investors, who either left or reduced their activity in equity markets during the past few years, began to return or increase their activity, albeit cautiously. In the second half of the year, the market timing and late trading investigations were carried out in the United States by the regulatory authorities, in particular the SEC and the Office of the New York Attorney General.

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

/46



The table below presents the total assets managed by AXAs Asset Management segment, including those assets managed on behalf of third parties, and the related fees earned by AXAs Asset Management segment on those assets as at the dates and for the periods indicated.



|                                                                   |         |  |         |  |         | 
|------------------------------------------------------------------ | ------- |  | ------- |  | ------- | 
|Assets
      Management Segment                                    |        
|(in euro millions, except percentages)                             | 2003    |  | 2002    |  | 2001    | 
|                                                                   |         |  |         |  |         | 
|Assets under management by AXA at December
      31,(a)            |         |  |         |  |         | 
|Managed on behalf of third
      parties                           | 391,690 |  | 372,931 |  | 505,833 | 
|Separate accounts assets                                           | 65,158  |  | 58,887  |  | 80,581  | 
|Other invested assets                                              | 211 562 |  | 204,857 |  | 210,557 | 
|                                                                   |         |  |         |  |         | 
|TOTAL                                                              | 668,410 |  | 636,674 |  | 796,971 | 
|                                                                   |         |  |         |  |         | 
|Commissions and fees earned
      for the years ended December 31, |         |  |         |  |        
|Alliance Capital                                                   | 2,416   |  | 2,903   |  | 3,347   | 
|AXA Investment Managers                                            | 783     |  | 820     |  | 696     | 
|National Mutual Fund Management
      (b)                          |        |  |        |  | 57      | 
|                                                                   |         |  |         |  |         | 
|SUB-TOTAL                                                          | 3,199   |  | 3,724   |  | 4,100   | 
|                                                                   |         |  |         |  |         | 
|Intercompany eliminations                                          | (277)   |  | (313)   |  | (370)   | 
|                                                                   |         |  |         |  |         | 
|CONTRIBUTION TO AXAs CONSOLIDATED                                 |         |  |         |  |         | 
|GROSS PREMIUMS AND FINANCIAL SERVICES
      REVENUES               | 2,922   |  | 3,411   |  | 3,730   | 
|                                                                   |         |  |         |  |         | 

|(a) | Based on estimated fair value at the dates indicated.
      Assets under management presented in this table are based on asset management
      companies only; AXA Group (including insurance companies) assets under management
      amounted to respectively775 billion,742
      billion and910 billion for the years ended December
      31, 2003, 2002 and 2001.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | As of January 1, 2002, the financial information in respect
      of National Mutual Funds Management is presented within the Australian/
      New Zealand Life & Savings operations.                                                                                                                                                                                   

The Asset Management industry remains highly fragmented, with no single competitor, or any small group of competitors, dominating the worldwide market. AXAs asset management operations are subject to substantial competition in all aspects of its business due, in part, to the relatively low barriers to entry. The competitive factors include the range of investment products offered, the investment performance of such products and the quality of services provided to clients.

ALLIANCE CAPITAL

Alliance Capital is a subsidiary of AXA Financial and is a leading global investment management firm in the United States. At March 31, 2004, AXA Financial owned, directly and indirectly, approximatively 57.3% of the issued and outstanding units of Alliance Capital and approximatively 1.8% of the issued and outstanding units of Alliance Holdings (the immediate Parent Company of Alliance Capital). Alliance Capital provides diversified investment management and related services to individual investors, private clients and to a variety of institutional clients, including Equitable Life (one of Alliance Capitals largest institutional clients) as well as unaffiliated entities such as corporate and public employee pension funds, endowment funds, and U.S. and foreign governments.

Alliance Capital provides diversified asset management and related services globally to a broad range of clients including:

- Management
    of separate account, hedge funds and other investment vehicles for private
    clients (such as, high net worth individuals, trusts and estates, charitable
    foundations);
- Management
    of mutual funds sponsored by Alliance Capital, its subsidiaries and affiliates
    for individual investors;
- Management
    of investments on behalf of institutional investors; and
- Investment
    research and advisory services for institutional investors.

/47



In 2000, Alliance Capital acquired the business of Sanford C. Bernstein Inc. (Bernstein), which complemented Alliance Capitals growth equity investment orientation with a highly regarded value equity investment capability, institutional research capabilities and a strong private client business portfolio. In connection with this acquisition, AXA Financial agreed to provide liquidity to the former shareholders of Bernstein who received 40.8 million private Alliance Capital units (the Bernstein Units) over an eight-year period following a two-year lock-out period in October 2002. In November 2002, AXA Financial acquired 8.16 million of the Bernstein Units and on March 5, 2004, a subsidiary of AXA Financial acquired a additional 8.16 million Bernstein Units. The remaining Bernstein Units may be sold to AXA Financial at the prevailing market price over the period ending in 2009. Generally, not more than 20% of the original number of Bernstein Units may be put to AXA Financial in any one annual period.

In September 2003, it was publicly reported in the United States that the Office of the New York State Attorney General (NYAG) and the SEC were investigating practices in the mutual fund industry identified as market timing and late trading of mutual fund shares. In connection with this investigation, Alliance Capital announced on September 30, 2003 that it had been contacted by these regulators, and provided full cooperation. This led to an agreement on December 18, 2003 with the two regulators, including compensation to fund shareholders for the adverse affects of market timing, and the implementation of strengthened governance. In connection with these events, Alliance Capital recorded a charge of292 million ($330 million) against its 2003 income, with an impact on AXA Group of104 million net income (Group share at current exchange rates). In addition, as part of the settlement, Alliance Capital agreed to lower its fees on domestic equity mutual funds by 20% for the next five years, with an estimated impact on revenues of $70 million for 2004. For additional information on this matter, see - Additional factors which may affect AXAs business - Asset Management - Alliance Market timing investigations in Item 4 of this Annual Report.

As at December 31, 2003, Alliance Capital had376 billion of assets under management, including327 billion of assets managed on behalf of third party clients (2002:369 billion and322 billion, respectively). Excluding exchange rates impact, assets under management in Alliance Capital were up by 23% to475 billion at December 31, 2003, as compared to387 billion at December 31, 2002.

AXA IM

AXA IM is one of the largest Asset Management companies based in Europe. AXA IMs clients include both (i) institutional investors and (ii) individual investors. AXA IM provides diversified Asset Management and related services globally to (i) mutual funds managed by AXA IM, which are distributed through AXAs insurance subsidiaries in respect of their insurance-related invested assets and separate account (unit-linked) assets, AXAs distribution networks and AXA IMs own sales team and external distributors.

During 2002, AXA IM and AXA Rosenberg, a subsidiary of AXA IM specializing in the management of equities, merged their Asian offices. In addition, in 2001, AXA IM exercised its option to acquire an additional ownership interest in AXA Rosenberg for approximately U.S.$30 million, increasing its equity interest from approximately 47% to approximately 75%. As part of this agreement, and due to AXA Rosenbergs operating performance during 2002, AXA made an additional payment of approximately U.S.$25 million, in 2003, which brought the transaction to a total amount of U.S.$56 million. This transaction is also subject to an earn-out agreement whereby additional consideration may be paid up until the end of 2005 that is contingent upon the future operating performance of AXA Rosenberg.

/48



In 2002 and 2003, AXA Investment Managers reorganised its securities investment management teams which resulted in a transfer of assets backing UK, French, Luxembourg, Dutch and German funds, including the transfert of U.S.$9 billion to AXA Rosenberg. In conjunction with the transfers, investment processes have been adapted to more fully integrate AXA Rosenberg. As a result, the delegation of portfolios has enabled the creation of more focused management capabilities enabling AXA Investment Managers to further develop its expertise as a multi-specialist asset manager.

As at December 31, 2003, AXA IM had292 billion of assets under management, including64 billion of assets managed on behalf of third party clients, of which6 billion was managed for the Mutuelles AXA (2002:268 billion and51 billion, respectively, of which5 billion was managed for the Mutuelles AXA).

OTHER FINANCIAL SERVICES SEGMENT

The operations in the Other Financial Services segment are conducted primarily in Belgium and in France. For the year ended December 31, 2003, the Other Financial Services segment accounted for0.8 billion (2002:1.0 billion).

The segment operations principally include:

AXA Bank Belgium.A subsidiary of AXA Belgium that offers a comprehensive range of financial services to individuals and small businesses. It has a network of a thousand of independent bank agents that support the sale of products offered by AXA Belgium and AXA IM.

AXA Banque and AXA Crédit.Based in Paris,AXA Banquedelivers banking services dedicated to AXA. Its main activities include cash and securities flows management and bank account services to AXAs existing clients and distribution networks, as well as to direct clients. In 2002, AXA Banque merged with Banque Directe, which was purchased the same year from BNP Paribas. Banque Directe was a provider of online banking services and complements AXAs existing financial offering in France.AXA Créditprovides short-term loans to customers of AXAs French insurance operations.

INSURANCE-RELATED INVESTED ASSETS

The assets supporting AXAs insurance operations (included within the three segments: the Life & Savings segment, the Property & Casualty segment and the International Insurance segment) consist of a diversified portfolio of investments. These assets are managed principally by AXAs asset management subsidiaries: Alliance Capital and AXA IM. These assets consist of (i)general accountassets whereby the insurer generally bears the investment risk and reward, and (ii)separate account (unit-linked)assets, whereby the investment risk and reward is principally transferred to the policyholder.

The discussion below concerns the general account investment assets of AXAs insurance operations, which are referred to in this annual report as insurance-related invested assets.

The general account liabilities of AXAs Life & Savings operations can be divided into two primary types, participating and non-participating. Forparticipating products,the investment results of the underlying assets determine, to a large extent, the return to the policyholder that is either reflected as an increase in future policy benefits or paid out in cash in the year the bonus is credited to the policyholder. The insurers profits on such business are earned from investment management, net of policyholders participation, mortality and other charges. Fornon-participating or interest-sensitive products,the insurers profits are earned from a positive spread between the investment return, the crediting or reserve interest rate, and mortality.

/49



Although
  all the general account assets of each insurer support all of that insurers
  liabilities, the insurers have developed asset-liability management techniques
  with separate investment objectives for specific classes of product liabilities.
  As part of this approach, insurers develop investment guidelines for each product
  line that form the basis for investment strategies to manage such product lines
  investment return and liquidity requirements, consistent with managements
  overall investment objectives for the insurance related investment assets. Investments
  frequently meet the investment objectives of more than one class of product
  liabilities whereby each class of business may be allocated on a pro rata basis
  across the investment portfolio.

AXA
  routinely monitors and evaluates the status of its investments in light of current
  and anticipated future economic conditions and trends, and other factors. The
  strategic allocation of assets is generally determined through asset-liability
  analyses for both Life & Savings and Property & Casualty businesses.
  The strategy may differ across the geographical territories and the different
  lines of businesses depending on the existing investment mix, the availability
  of alternative investment vehicles and the underlying nature and duration of
  the in-force insurance contracts. Further information on how AXA manages investment
  risk is provided in Item 11 - Quantitative and Qualitative Disclosures
  About Market Risk.

At
  December 31, 2003, based on the net carrying vaue of invested assets1,
  the net book of the insurance-related invested assets supporting the general
  account Life & Savings operations primarily consisted of fixed maturity
  investments (including equity holdings in fixed maturity-based mutual funds)
  and equity investments of 69% and 14%, respectively (2002: 68% and 13%, respectively).
  At such date, the insurance-related invested assets supporting the Property
  & Casualty operations primarily consisted of fixed maturity investments
  (including equity holdings in fixed maturity-based mutual funds) and equity
  investments of 56% and 23%, respectively (2002: 53% and 27%, respectively).

|(1) | Excluding assets backing UK With-Profit contracts,
      assets backing unit-linked contracts and investments in affiliated companies
      (Equity Method).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

/50



The
  following table presents AXAs consolidated insurance-related invested
  assets, by insurance segment at December 31, 2003.

|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|------------------------------------------- | -------------- |  | ------------------- |  | ------------ |  | -------------------- |  | ------------- |  | ------ |  | ------------ |  | ------- |  | ------------ |  | ------ | 
|Insurance
        - related invested assets |               
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|                                            |                |  |                     |  |              |  | At December 31, 2003 |  |               |  |        |  |              | 
|                                            |                |  |                     |  |              |  |                      |  | International |  |        |  |              |  |         |  |              | 
|                                            | Life & Savings |  | Property & Casualty |  | Insurance    |  | Total                |  | % oftotal     | 
|(in euro millions,                          | Net carrying   |  | Market              |  | Net carrying |  | Market               |  | Net carrying  |  | Market |  | Net carrying |  | Market  |  | Net carrying |  | Market | 
|except percentages)                         | value(a)       |  | value               |  | value(a)     |  | value                |  | value(a)      |  | value  |  | value(a)     |  | value   |  | value(a)     |  | value  | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Fixed maturities                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|(a) Held to maturity                        |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|and available for sale                      | 109,514        |  | 116,693             |  | 15,800       |  | 16,663               |  | 4,933         |  | 5,112  |  | 130,247      |  | 138,467 |  | 61%          |  | 63%    | 
| French government                         | 21,214         |  | 23,593              |  | 2,314        |  | 2,583                |  | 369           |  | 396    |  | 23,897       |  | 26,572  |  | 10%          |  | 11%    | 
| Foreign government                        | 27,718         |  | 29,197              |  | 7,441        |  | 7,791                |  | 1,651         |  | 1,694  |  | 36,809       |  | 38,681  |  | 16%          |  | 16%    | 
| Local governments                         | 3,281          |  | 3,446               |  | 851          |  | 892                  |  | 43            |  | 44     |  | 4,175        |  | 4,382   |  | 2%           |  | 2%     | 
| Government                                |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|controlled corporations                     | 7,895          |  | 8,414               |  | 1,732        |  | 1,792                |  | 690           |  | 724    |  | 10,317       |  | 10,930  |  | 4%           |  | 5%     | 
| Non-government                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|controlled corporation                      | 42,288         |  | 44,665              |  | 2,552        |  | 2,667                |  | 1,883         |  | 1,948  |  | 46,722       |  | 49,279  |  | 20%          |  | 20%    | 
| Mortgage-backed securities                | 5,860          |  | 5,990               |  | 526          |  | 548                  |  | 163           |  | 166    |  | 6,549        |  | 6,704   |  | 3%           |  | 3%     | 
| Other                                     | 1,258          |  | 1,388               |  | 384          |  | 390                  |  | 136           |  | 141    |  | 1,778        |  | 1,919   |  | 1%           |  | 1%     | 
|(b) Allocated to UK With-Profit           |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|business-trading(b)                         | 14,989         |  | 14,989              |  |             |  |                     |  |              |  |       |  | 14,989       |  | 14,989  |  | 7%           |  | 6%     | 
|(c) Trading securities(c)                   | 2,575          |  | 2,575               |  |             |  |                     |  |              |  |       |  | 2,575        |  | 2,575   |  | 1%           |  | 1%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Total fixed maturities                      | 127,078        |  | 134,257             |  | 15,800       |  | 16,663               |  | 4,933         |  | 5,112  |  | 147,811      |  | 156,032 |  | 64%          |  | 65%    | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Equity investments, including               |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|holdings in mutual funds                    |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|(a) Available-for-sale                      | 39,913         |  | 39,631              |  | 9,743        |  | 9,490                |  | 1,408         |  | 1,359  |  | 51,063       |  | 50,480  |  | 22%          |  | 21%    | 
|(b) Allocated to UK With-Profit           |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|business-trading (b)                        | 9,486          |  | 9,486               |  |             |  |                     |  |              |  |       |  | 9,486        |  | 9,486   |  | 4%           |  | 4%     | 
|(c) Trading securities (c)                  | 1,274          |  | 1,274               |  |             |  |                     |  |              |  |       |  | 1,274        |  | 1,274   |  | 1%           |  | 1%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Total equity investments,including          |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|holdings in mutual funds                    | 50,672         |  | 50,391              |  | 9,743        |  | 9,490                |  | 1,408         |  | 1,359  |  | 61,823       |  | 61,240  |  | 27%          |  | 25%    | 
|Of which equity
      holdings in fixed     |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|maturity-based
      mutual funds           | 16,233         |  | 16,470              |  | 3,398        |  | 3,426                |  | 252           |  | 268    |  | 19,883       |  | 20,165  |  | 9%           |  | 9%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Investment in participating interests       | 1,060          |  | 1,568               |  | 1,639        |  | 1,836                |  | 98            |  | 161    |  | 2,797        |  | 3,565   |  | 1%           |  | 2%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|TOTAL(b) (d)                                | 178,811        |  | 186,216             |  | 27,182       |  | 27,989               |  | 6,439         |  | 6,632  |  | 212,431      |  | 220,837 |  | 92%          |  | 91%    | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |       
|Real estate                                 | 9,235          |  | 10,932              |  | 2,318        |  | 2,808                |  | 174           |  | 242    |  | 11,727       |  | 13,982  |  | 5%           |  | 6%     | 
|Of which allocated
      to UK              |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|With-Profit
      business-trading (b)    | 2,822          |  | 2,822               |  |             |  |                     |  |              |  |       |  | 2,822        |  | 2,822   |  | 1%           |  | 1%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Loans and other Investments                 | 16,304         |  | 16,879              |  | 654          |  | 672                  |  | 50            |  | 41     |  | 17,009       |  | 17,591  |  | 7%           |  | 7%     | 
|Of which allocated
      to UK              |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|With-Profit
      business-trading(b)     | 37             |  | 37                  |  |             |  |                     |  |              |  |       |  | 37           |  | 37      |  | 0%           |  | 0%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|Cash and cash equivalents                   | 10,243         |  | 10,243              |  | 3,915        |  | 3,915                |  | 2,288         |  | 2,288  |  | 16,445       |  | 16,445  |  | 7%           |  | 7%     | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|INVESTED ASSETS                             | 214,594        |  | 224,270             |  | 34,068       |  | 35,383               |  | 8,951         |  | 9,203  |  | 257,613      |  | 268,856 |  |             |  |       | 
|Of which allocated
      to UK              |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|With-Profit
      business-trading(b)     | 27,335         |  | 27,335              |  |             |  |                     |  |              |  |       |  | 27,335       |  | 27,335  |  | 12%          |  | 11%    | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|INVESTED ASSETS EXCLUDING                   |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |        | 
|UK WITH-PROFIT                            | 187,259        |  | 196,936             |  | 34,068       |  | 35,383               |  | 8,951         |  | 9,203  |  | 230,278      |  | 241,521 |  | 100%         |  | 100%   | 
|                                            |                |  |                     |  |              |  |                      |  |               |  |        |  |              |  |         |  |              |  |       

|(a) | Amounts are net of valuation allowances. For details on
      valuation allowances see note 6 to AXAs consolidated financial statements.                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | These amounts exclude separate account (unit-linked) assets
      and investments in affiliated companies accounted for under the equity method.
      Assets allocated to UK With-Profit business are carried at estimated
      fair value in the consolidated balance sheet of AXA.
|(c) | Trading securities are carried at estimated fair value
      and represent assets that support insurance liabilities, in which the value
      of such liabilities is determined in part in reference to the market value
      of such assets.                                         
|(d) | Refer to notes 2 and 6 to AXAs consolidated financial
      statements included in this annual report that set out the investment valuation
      methodology.                                                                                                                         

/51



For
  additional information on the type of assets in which AXA invests and the related
  net investment results for each of the three years ended December 31, 2003,
  see notes 6, 7, 8 and 20 to the consolidated financial statements included elsewhere
  in this annual report.

As
  at December 31, 2003, AXA did not have any other equity and/or fixed maturity
  investment in any one issuer that was in aggregate 10% or more of AXAs
  total shareholders equity, or2,340
  million.

Based
  on insurance-related invested assets, AXAsfixed
  maturity and equity investmentsare
  predominantly publicly traded. In respect of these investments, at December
  31, 2003, 84% (versus 85% in 2002) of the fixed maturity investments and 90%
  (versus 91% in 2002) of the equity investments were held by AXAs principal
  insurance operations in France, the United States, the United Kingdom, Germany,
  Belgium and Japan.

More
  specifically, the insurance-related invested assets backing the insurance liabilities
  in these operations were predominantly holdings in domestic investments, or
  in the local currency of the liabilities except for Japan, where the allocation
  is more diversified.

In
  respect of AXAs consolidated holdings in fixed maturity and equity securities,
  the breakdown of these investment holdings by industry sector and as at the
  dates indicated:

|                                |                 |  |      | 
|------------------------------- | --------------- |  | ---- | 
|                                | At December 31, | 
|Industry Sector Beakdown        | 2003            |  | 2002 | 
|                                |                 |  |      | 
|Financial Services              | 21%             |  | 20%  | 
|Manufacturing / Pharmaceuticals | 6%              |  | 7%   | 
|Utilities                       | 4%              |  | 4%   | 
|Technology & Telecommunications | 3%              |  | 4%   | 
|Government institutions         | 36%             |  | 35%  | 
|Other Direct holdings           | 19%             |  | 21%  | 
|Investment in mutual funds      | 11%             |  | 9%   | 
|                                |                 |  |      | 
|Total                           | 100%            |  | 100% | 
|                                |                 |  |      | 

Overall,
  the fixed maturity and equity investments together with real estate, mortgages
  and loans are concentrated in the local markets in which AXAs principal
  subsidiaries operate.

Derivatives.AXA
  uses derivative instruments to minimize adverse fluctuations in interest rates,
  foreign exchange rates and equity prices. The basis for which AXA manages these
  risks, the sensitivities associated with managing these types of risks, and
  the potential impact on the AXA consolidated financial results are set out in
  further detail in Item 11
  - Quantitative and Qualitative Disclosures About Market Risk and in note
  25 to the consolidated financial statements included elsewhere in this annual
  report.

Net
  investment return on insurance-related assets.The
  net investment return on insurance-related assets by major operating entity
  are presented within the segment information provided in Item 5 - Operating
  and Financial Review and Prospects and note 20 to AXAs consolidated
  financial statements.

/52



PROPERTY
  & CASUALTY CLAIMS RESERVES

ESTABLISHMENT
  OF CLAIMS RESERVES

AXA
  is required by applicable insurance laws and regulations, and generally accepted
  accounting principles to establish reserves for outstanding claims (claims which
  have not yet been settled) and associated claims expenses that arise from its
  property & casualty and international insurance operations. AXA establishes
  its gross insurance liabilities, that is, its claims reserves, by product, type
  of insurance coverage and year, and charges them to income as incurred.

Claims
  reserves (also referred to as loss reserves) fall into two categories
  namely:

- Reserves
    for reported claims and claims expenses.These
    reserves are for outstanding claims which have not yet been settled and are
    based on undiscounted estimates of the future claims payments that will be
    made in respect of the reported claims, including the expenses relating to
    the settlement of such claims; and
- Reserves
    for incurred but not yet reported (IBNR) claims and claims expenses.IBNR
    reserves are established on an undiscounted basis, to recognize the estimated
    cost of losses that have occurred but have not yet been notified to AXA. These
    reserves, like the reserves for reported claims and claims expenses, are established
    to recognize the estimated costs, including the expenses associated with claims
    settlement, necessary to bring claims to final settlement.

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

As
  a result, actual losses may deviate from the original gross reserves established.
  Consequently, the reserve may be re-estimated on the base of information available
  at that time. Any adjustment resulting from a change in claims reserves is recorded
  in the financial statements of the period.

AXA
  continually reviews the adequacy of the established claims reserves, including
  emerging claims development, and actual claims experience compared to the original
  assumptions used to estimate initial gross claims reserve. Based on current
  information available in the preparation of the consolidated financial statements
  included elsewhere in this annual report, AXA considers that these provisions
  are sufficient.

With
  respect to AXAs foreign property & casualty and international insurance
  operations, the claims reserves are established and monitored in the local currency
  in which the property & casualty entity operates. The claims reserves are
  translated into AXAs reporting currency (Euro) using the year-end exchange
  rates. The effect of foreign exchange on the claims reserves is presented in
  note 15 Insurance Liabilities to the consolidated financial statements
  included elsewhere in this annual report.

The
  information within this section presents separately (i) AXAs property
  & casualty insurance operations representing the Property & Casualty
  Segment operations and AXA Corporate Solutions Assurance from the International
  Insurance segment, and (ii) AXA RE business from the International Insurance
  segment.

/53



As
  in prior years, AXA RE is presented separately because:

|(i)   | This business consists of insurance assumed
      from other insurers,                                                                                                                                                                                                                                                                  
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | These programs are monitored separately within the reinsurance
      operations, and the type of insurance and the nature of the risks and exposures
      covered is different compared to the direct insurance coverage provided
      by AXAs Property & Casualty insurance operations, and AXA Corporate
      Solutions Assurance,
|(iii) | A
      portion of this business is reinsured to other reinsurers through retrocession
      programs which are monitored separately within the reinsurance operations,
      and                                                                                                                                                       
|(iv)  | The claims are accounted for on an underwriting year basis
      covering a 24-month period rather than on an accident year basis covering
      a 12-month period.                                                                                                                                                                     

PROPERTY
  & CASUALTY RESERVES NOT INCLUDED IN LOSS DEVELOPMENT TABLES

AXA
  does not discount its reserves for claims and claims expenses except for disability
  claims for which final settlement has been agreed and the payments are generally
  fixed over a period of time. The disability claims reserves have not been included
  in the Loss Reserve Development Table, as these are similar to structured settlements.

AXAs
  French property & casualty operations underwrite construction coverage with
  a ten-year contract term. In accordance with the French regulations, a specific
  provision is added to the claims reserves based on methodology established by
  the French government. This reserve is in addition to each single notified claim.
  The construction reserves and catastrophe equalization reserves were excluded
  from the Loss Reserve Development table as such reserves provide no indication
  as to how claims have been reserved (initially) and the outcome upon settlement
  of such claims in future periods based on the underwriting and associated reserving
  methodologies adopted by AXA.

In
  addition, certain AXA property & casualty operations are required by local
  regulations, in the countries in which they operate to establish equalization
  reserves specific to catastrophe risks, see - Additional Factors which
  may affect AXAs Business - Regulation for further details.

The
  property & casualty loss reserves that were excluded from the Loss Reserve
  Development Table represented 14.4% of total gross property & casualty insurance
  liabilities at December 31, 2003 (2002: 12.9%). For further information, refer
  to the Reconciliation of Loss Reserves to Consolidated Financial Statements
  table following the Loss Reserve Development tables.

LOSS
  RESERVE DEVELOPMENT

The
  loss reserve development table presents the claims reserve development for calendar
  years 1993 through 2003, as determined in accordance with French GAAP. The top
  line entitled gross reserves for unpaid claims and claims expenses
  represents the original gross claims reserve liability reported at the balance
  sheet date for the year indicated. The upper portion of the table entitled paid
  (cumulative) represents the cumulative amount paid as of the end of each
  succeeding year with respect to the original gross claims reserve liability
  reported. The lower portion of the table entitled Reserve re-estimated
  represents the previously recorded liability as adjusted (that is, re-estimated)
  based on claims experience as of the end of each succeeding year. The estimate
  is increased or decreased, as more information becomes known in future periods
  relating to unsettled claims. For example, the gross claims reserve as at December
  31, 1994 was originally5,595
  and increased by9,742
  million to15,337
  million primarily due to the UAP acquisition in 1997. By the end of 2003, cumulative
  amounts paid was9,079
  million and the original gross claims reserve had been re-estimated to be11,835
  million at December 31, 2003. The cumulative redundancy (deficiency)
  for each year represents the aggregate amount by which the original gross claims
  reserve liability as of that year-end has changed in subsequent periods.

/54



|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|-------------------------------------------------------------------------------------------------------------------------------- | --------------- |  | ------ |  | ------ |  | ------ |  | ------- |  | ------ |  | ------- |  | ------ |  | ------ |  | ------ |  | ------ | 
|Loss
      Reserve Development Table: Property & Casualty
      including International Insurance operations (except for AXA RE) |                
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|                                                                                                                                 | At December 31, | 
|(in
      euro millions except percentages)                                                                                      | 1993            |  | 1994   |  | 1995   |  | 1996   |  | 1997(b) |  | 1998   |  | 1999(c) |  | 2000   |  | 2001   |  | 2002   |  | 2003   | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Gross
      reserves for unpaid claims and claims expenses developed initially(d)                                                | 4,932           |  | 5,595  |  | 5,712  |  | 5,847  |  | 20,371  |  | 20,941 |  | 26,656  |  | 26,916 |  | 28,636 |  | 28,465 |  | 27,825 | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Gross
      reserves for unpaid claims and claims expenses developed in 2003 (adjusted
      for subsequent acquisitions)(d)     | 13,713          |  | 15,337 |  | 15,083 |  | 19,206 |  | 22,208  |  | 23,013 |  | 26,063  |  | 26,995 |  | 27,287 |  | 27,302 |  | na     | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Paid (cumulative) at:                                                                                                            |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|One year later                                                                                                                   | 1,394           |  | 1,419  |  | 1,305  |  | 1,388  |  | 4,737   |  | 4,745  |  | 7,727   |  | 6,807  |  | 6,715  |  | 6,371  |  |        | 
|Two years later                                                                                                                  | 2,051           |  | 2,044  |  | 1,684  |  | 5,759  |  | 6,632   |  | 6,818  |  | 11,184  |  | 10,302 |  | 9,900  |  |        |  |        | 
|Three years later                                                                                                                | 2,454           |  | 2,368  |  | 6,898  |  | 7,327  |  | 8,087   |  | 9,361  |  | 13,474  |  | 12,378 |  |        |  |        |  |        | 
|Four years later                                                                                                                 | 2,684           |  | 7,082  |  | 8,123  |  | 8,351  |  | 10,338  |  | 10,632 |  | 14,798  |  |        |  |        |  |        |  |        | 
|Five years later                                                                                                                 | 7,767           |  | 8,089  |  | 8,917  |  | 10,619 |  | 11,218  |  | 11,384 |  |         |  |        |  |        |  |        |  |        | 
|Six years later                                                                                                                  | 8,442           |  | 8,591  |  | 9,075  |  | 11,187 |  | 11,512  |  |        |  |         |  |        |  |        |  |        |  |        | 
|Seven years later                                                                                                                | 8,806           |  | 8,799  |  | 9,615  |  | 11,387 |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Eight years later                                                                                                                | 8,850           |  | 9,079  |  | 9,660  |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Nine years later                                                                                                                 | 9,084           |  | 9,079  |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Ten years later                                                                                                                  | 9,050           |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Reserve re-estimated at:                                                                                                         |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|One year later                                                                                                                   | 4,835           |  | 5,303  |  | 5,607  |  | 5,537  |  | 19,425  |  | 19,040 |  | 23,041  |  | 27,069 |  | 27,425 |  | 26,856 |  |        | 
|Two years later                                                                                                                  | 4,680           |  | 5,177  |  | 5,477  |  | 13,881 |  | 17,510  |  | 19,407 |  | 26,294  |  | 25,919 |  | 25,718 |  |        |  |        | 
|Three years later                                                                                                                | 4,810           |  | 5,278  |  | 13,376 |  | 13,864 |  | 17,971  |  | 22,048 |  | 25,542  |  | 24,864 |  |        |  |        |  |        | 
|Four years later                                                                                                                 | 4,803           |  | 12,353 |  | 13,303 |  | 14,214 |  | 20,162  |  | 21,485 |  | 24,409  |  |        |  |        |  |        |  |        | 
|Five years later                                                                                                                 | 11,801          |  | 12,160 |  | 13,730 |  | 16,742 |  | 19,873  |  | 20,804 |  |         |  |        |  |        |  |        |  |        | 
|Six years later                                                                                                                  | 11,699          |  | 12,490 |  | 13,472 |  | 16,439 |  | 19,052  |  |        |  |         |  |        |  |        |  |        |  |        | 
|Seven years later                                                                                                                | 11,997          |  | 12,323 |  | 13,273 |  | 16,024 |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Eight years later                                                                                                                | 11,663          |  | 12,166 |  | 12,905 |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Nine years later                                                                                                                 | 11,652          |  | 11,835 |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Ten years later                                                                                                                  | 11,304          |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 
|Cumulative redundancy (deficiency)                                                                                               |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |       
|from the initial gross reserves in excess                                                                                        |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |       
|of re-estimated gross reserves:                                                                                                  |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |       
|Amount(a)                                                                                                                        | 2,409           |  | 3,502  |  | 2,178  |  | 3,182  |  | 3,156   |  | 2,209  |  | 1,654   |  | 2,131  |  | 1,569  |  | 446    |  | na     | 
|Percent(a)                                                                                                                       | 17.6%           |  | 22.8%  |  | 14.4%  |  | 16.6%  |  | 14.2%   |  | 9.6%   |  | 6.3%    |  | 7.9%   |  | 5.7%   |  | 1.6%   |  | na     | 
|                                                                                                                                 |                 |  |        |  |        |  |        |  |         |  |        |  |         |  |        |  |        |  |        |  |        | 

|(a) | It is not appropriate to extrapolate future redundancies
      or future deficiencies based on the loss reserve development presented in
      the table as conditions and trends that have affected the development of
      the liability in prior periods may not necessarily occur in the future periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | AXA acquired Compagnie UAP (UAP) on January
      1, 1997. The operations of AXA and UAP were integrated in 1998. At the date
      of acquisition, UAP had net reserves of euro 13.7 billion. The outstanding
      claims reserves and claim expenses of UAPs property & casualty
      operations are included in the year end reserves as at December, 31, 1997
      and thereafter. Cumulative payments and reserve development for the 1998
      year and thereafter include the development of the integrated property &
      casualty liabilities of AXA, including UAP, as loss development data specific
      to UAP is not available and there is no reasonable basis of allocating cumulative
      payments and reserves re-estimated between AXA and UAP post-acquisition.
|(c) | AXA acquired GRE in May 1999. The operations of GRE have
      been integrated within AXA. At time of acquisition the gross reserves totaled 5.6
      billion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | In 2003, the company AXA Corporate Solution Insurance
      UK was transferred from AXA Corporate Solutions Assurance to AXA RE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The
  majority of the business of the property & casualty insurance operations
  is short tail and, therefore, losses develop and are paid relatively quickly.
  In 2003, approximately 39% of the claims reserves were paid in the year that
  the claim event occurred (2002: 37%).

Note
  15 Insurance Liabilities to the consolidated financial statements
  includes: (i) a reconciliation of beginning to ending gross outstanding claims
  reserves including claim expenses for each of the three years ended December
  31, 2003 and (ii) the effect on income relating to changes in claims reserves
  for each of the three years ended December 31, 2003 under the caption increase
  (decrease) in provision attributable to prior years.

In
  respect of the direct insurance business in 2003, there were no reportable changes
  in the claims payment patterns. In addition (i) there have been no significant
  changes in assumptions during the current year and (ii) in 2003, the company
  AXA Corporate Solution Insurance US was transferred from the large risks insurance
  activities to the reinsurance business with total claims reserves of459
  million at December 31, 2003. See Item 5 - Operating and Financial Review
  and Prospects for further information.

/55





|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|--------------------------------------------- | ----- |  | ----- |  | ------- |  | ----- |  | --------------- |  | ----- |  | ----- |  | ----- |  | ------- |  | ------- |  | -------
|Loss
      reserve development table: AXA RE 
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|                                              |       |  |       |  |         |  |       |  | At December 31, |  |       |  |       |  |       |  |        
|(in euro millions, except percentages)        | 1993  |  | 1994  |  | 1995(d) |  | 1996  |  | 1997            |  | 1998  |  | 1999  |  | 2000  |  | 2001(e) |  | 2002    |  | 2003(f)
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Gross reserves for claims expenses in         |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Balance Sheet developed initially(b)          | 1,184 |  | 1,496 |  | 2,451   |  | 2,646 |  | 2,880           |  | 3,060 |  | 3,396 |  | 3,455 |  | 5,868   |  | 4,778   |  | 4,200  
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Gross reserves for claims expenses in         |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Balance Sheet developed in 2003(f)            | 1,298 |  | 1,626 |  | 2,576   |  | 2,778 |  | 3,010           |  | 3,298 |  | 3,620 |  | 3,660 |  | 6,356   |  | 5,220   |  | 4,200  
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Initial retroceded reserves                   | (107) |  | (201) |  | (262)   |  | (196) |  | (285)           |  | (416) |  | (430) |  | (393) |  | (1,652) |  | (1,020) |  |        
|Retroceded reserves in 2003(f)                | (157) |  | (265) |  | (320)   |  | (257) |  | (342)           |  | (516) |  | (533) |  | (498) |  | (2,055) |  | (1,386) |  | (853)  
|Initial net claims reserves in excess         |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|of (less than) re-estimated net               |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|claims reserves:                              | 1,141 |  | 1,361 |  | 2,256   |  | 2,521 |  | 2,668           |  | 2,782 |  | 3,088 |  | 3,163 |  | 4,302   |  | 3,834   |  | 3,347  
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Paid (cumulative) at:                         |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|One year later                                | 293   |  | 374   |  | 602     |  | 615   |  | 583             |  | 956   |  | 1,165 |  | 1,218 |  | 1,987   |  | 1,441   |  |        
|Two years later                               | 473   |  | 566   |  | 1,008   |  | 965   |  | 1,094           |  | 1,594 |  | 1,893 |  | 1,860 |  | 3,198   |  |         |  |        
|Three years later                             | 593   |  | 737   |  | 1,221   |  | 1,230 |  | 1,430           |  | 2,000 |  | 2,265 |  | 2,449 |  |         |  |         |  |        
|Four years later                              | 706   |  | 849   |  | 1,410   |  | 1,427 |  | 1,685           |  | 2,232 |  | 2,779 |  |       |  |         |  |         |  |        
|Five years later                              | 784   |  | 935   |  | 1,548   |  | 1,586 |  | 1,815           |  | 2,677 |  |       |  |       |  |         |  |         |  |        
|Six years later                               | 851   |  | 1,037 |  | 1,677   |  | 1,689 |  | 2,101           |  |       |  |       |  |       |  |         |  |         |  |        
|Seven years later                             | 932   |  | 1,106 |  | 1,759   |  | 1,953 |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Eight years later                             | 991   |  | 1,156 |  | 2,000   |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Nine years later                              | 1,032 |  | 1,288 |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Ten years later                               | 1,212 |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Reserve re-estimated at:                      |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|One year later                                | 1,368 |  | 1,558 |  | 2,811   |  | 2,970 |  | 2,945           |  | 3,743 |  | 3,969 |  | 4,199 |  | 5,922   |  | 5,012   |  |        
|Two years later                               | 1,326 |  | 1,549 |  | 2,917   |  | 2,829 |  | 3,159           |  | 3,817 |  | 4,105 |  | 4,061 |  | 6,183   |  |         |  |        
|Three years later                             | 1,329 |  | 1,675 |  | 2,774   |  | 2,891 |  | 3,168           |  | 3,772 |  | 3,955 |  | 4,034 |  |         |  |         |  |        
|Four years later                              | 1,428 |  | 1,643 |  | 2,818   |  | 2,844 |  | 3,045           |  | 3,643 |  | 4,027 |  |       |  |         |  |         |  |        
|Five years later                              | 1,403 |  | 1,653 |  | 2,755   |  | 2,754 |  | 2,941           |  | 3,722 |  |       |  |       |  |         |  |         |  |        
|Six years later                               | 1,413 |  | 1,681 |  | 2,678   |  | 2,612 |  | 2,964           |  |       |  |       |  |       |  |         |  |         |  |        
|Seven years later                             | 1,473 |  | 1,622 |  | 2,558   |  | 2,692 |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Eight years later                             | 1,422 |  | 1,552 |  | 2,653   |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Nine years later                              | 1,360 |  | 1,688 |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Ten years later                               | 1,480 |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Cumulative redundancy (deficiency)            |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|from the initial gross claims reserves        |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|in excess of (less than) re-estimated         |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|gross claims reserves                         | (183) |  | (62)  |  | (77)    |  | 86    |  | 46              |  | (425) |  | (407) |  | (374) |  | 174     |  | 208     |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Re-estimated retroceded                       |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|reserves                                      | 199   |  | 228   |  | 342     |  | 340   |  | 434             |  | 587   |  | 537   |  | 473   |  | 1,662   |  | 1,219   |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Premium adjustment (c)                        | 259   |  | 254   |  | 507     |  | 540   |  | 600             |  | 658   |  | 943   |  | 1,168 |  | 1,232   |  | 1,079   |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Re-estimated net claims                       |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|reserves:                                     | 1,023 |  | 1,206 |  | 1,804   |  | 1,812 |  | 1,930           |  | 2,477 |  | 2,547 |  | 2,393 |  | 3,289   |  | 2,714   |  |        
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Initial net claims reserves in excess of      |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         | 
|(less than) re-estimated net claims reserves: |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         | 
|Amount (a)                                    | 118   |  | 156   |  | 452     |  | 709   |  | 738             |  | 304   |  | 541   |  | 769   |  | 1,013   |  | 1,120   |  | na     
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        
|Percent of original net reserve (a)           | 10.4% |  | 11.4% |  | 20.0%   |  | 28.1% |  | 27.7%           |  | 11.0% |  | 17.5% |  | 24.3% |  | 23.6%   |  | 29.2%   |  | na     
|                                              |       |  |       |  |         |  |       |  |                 |  |       |  |       |  |       |  |         |  |         |  |        

|(a) | It is not appropriate to extrapolate future redundancies
      or future deficiencies based on the loss reserve development presented in
      the table as conditions and trends that have affected the development of
      the liability in prior periods may not necessarily occur in the future periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The loss reserve development table is presented on an
      underwriting year basis for AXA RE business. Accordingly reserves re-estimated
      and the excess of re-estimated reserves in excess of the original reserves
      include reserves for losses occurring up to twelve months subsequent to
      the original year-end. For example, if an underwriting year reinsurance
      contract term was from January 1 to December 31, 1998 it may cover underlying
      policies with terms beginning both on January 1, 1998 and December 31, 1998.
      Losses incurred on underlying policies beginning on January 1, 1998 could
      occur as early as January 1, 1998 while losses incurred on underlying policies
      beginning on December 31, 1998 could occur as late as December 31, 1999.
|(c) | Represents premium earned subsequent to the accounting
      year end and premium reinstatements / experience-rated premiums received
      and accrued from the ceding insurers as assumed losses were incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d) | Includes the claims reserves of Abeille Re acquired in
      1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | In 2001, the claims reserves of AXA RE were adversely
      affected by the September 11th attacks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f) | In 2003, the company AXA Corporate Solution Insurance
      US was transferred from AXA Corporate Solutions Assurance to AXA RE (total
      claims reserves transferred amounted to459 million).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

/56



RECONCILIATION
  OF LOSS RESERVES DEVELOPED TO CONSOLIDATED FINANCIAL STATEMENTS

The
  following table reconciles the gross insurance liabilities, that is, the gross
  claims reserves including claim expenses, in the Loss Development Tables presented
  above to that presented in the AXAs consolidated financial statements
  in accordance with French GAAP as at the dates indicated (refer to note 15 Insurance
  Liabilities to the consolidated financial statements included elsewhere
  in this annual report).

|                                                                        |                 |  |        | 
|----------------------------------------------------------------------- | --------------- |  | ------ | 
|                                                                        | At December 31, | 
|(in euro millions)                                                      | 2003            |  | 2002   | 
|                                                                        |                 |  |        | 
|Total gross claims reserves developed:                                  |                 |  |        | 
|Property & Casualty (including AXA Corporate Solutions
      Assurance) | 27,825          |  | 28,465 | 
|AXA RE                                                                  | 4,200           |  | 4,778  | 
|                                                                        |                 |  |        | 
|Total gross claims and other reserves developed                         | 32,025          |  | 33,243 | 
|                                                                        |                 |  |        | 
|Gross claims and other reserves not developed:                          |                 |  |        | 
|Catastrophe equalization reserves                                       | 397             |  | 327    | 
|Other reserves (a)                                                      | 4,990           |  | 4,604  | 
|                                                                        |                 |  |        | 
|Total gross claims and other reserves excluding Life
      & Savings    | 37,412          |  | 38,175 | 
|                                                                        |                 |  |        | 
|Claims reserves for Life & Savings Segment                              | 7,624           |  | 7,556  | 
|                                                                        |                 |  |        | 
|Total gross claims and other reserves                                   | 45,036          |  | 45,731 | 
|                                                                        |                 |  |        | 
|(a) Represents mainly disability claims and construction reserves.      |                 |  |        | 
|                                                                        |                 |  |        | 

ENVIRONMENTAL,
  ASBESTOS AND OTHER EXPOSURES

Environmental,
  asbestos and other related exposures are not material to AXA. Further details
  are provided in note 15 Insurance Liabilities to the consolidated
  financial statements included elsewhere in this annual report.

ADDITIONAL
  FACTORS WHICH MAY AFFECT AXAS BUSINESS

For
  information relating to certain additional matters that may effect AXAs
  business, see Item 3 - Key Information - Risk factors and Item
  8 - Legal Proceedings included elsewhere in this annual report.

REGULATION

AXAs
  principal operations are located in Western Europe, North America and the Asia-Pacific
  region, and to a lesser extent, in Africa, South America and the Middle East.
  In these jurisdictions, AXA is generally subject to comprehensive regulation
  and supervision, particularly with respect to its insurance and investment management
  operations.

Insurance
  Operations

While
  the extent and nature of regulation varies from country to country, most jurisdictions
  in which AXAs insurance subsidiaries operate have laws and regulations
  governing standards of solvency, levels of reserves, permitted types and concentrations
  of investments, business conduct to be maintained by insurance companies as
  well as agent licensing, approval of policy forms and, for certain lines of
  insurance, approval or filing of rates. In certain jurisdictions, regulations
  limit sales commissions and certain other marketing expenses that may be incurred
  by the insurer. In general, insurers are required to file detailed annual financial
  statements with their supervisory agencies in each of the jurisdictions in which
  they do business. Such agencies may conduct regular examinations of the insurers

/57



operations
  and accounts and make requests for particular information from the insurer.
  Certain jurisdictions also require registration and periodic reporting by holding
  companies that control a licensed insurer. This holding company legislation
  typically requires periodic disclosure concerning the corporation that controls
  the licensed insurer and other affiliated companies, including prior approval
  of transactions between the insurer and other affiliates such as inter-corporate
  transfers of assets and payment of dividends by the controlled insurer. In general,
  these regulatory schemes are designed to protect the interests of policyholders
  rather than security holders.

Europe

The
  regulatory systems governing insurers in France, Germany, the United Kingdom
  (UK), Belgium and other European jurisdictions where AXA does business
  are comprehensive and generally are designed to protect the interests of policyholders
  rather than those of security holders. In Europe, AXA operates in most major
  markets through free-standing subsidiaries which are subject to a regulatory
  scheme based on the European Union (EU) insurance directives on
  life insurance and insurance other than life insurance. These directives were
  implemented in France, Germany, the UK and certain other jurisdictions through
  legislation that became effective in July 1994 and are founded on the home
  country control principle according to which the ongoing regulation of
  insurance companies, including their non-home country insurance operations (whether
  direct or through branches), is the responsibility of the home country insurance
  regulatory authority. The home country insurance regulator monitors compliance
  with applicable regulations including regulations governing solvency, actuarial
  reserves and investment of assets. Selling activities of non-home country insurance
  operations, however, are generally regulated by the regulator in the country
  in which the sale of the insurance product takes place. As a result of the implementation
  of these directives, an insurance company that has been licensed to conduct
  insurance business in one jurisdiction of the EU may do business directly or
  through branches in all other jurisdictions of the EU without being subject
  to licensing requirements under the laws of the other jurisdictions.

The
  EU has also adopted various directives concerning solvency margin requirements
  for insurers and insurance groups. An EU directive dated October 27, 1998 requires
  insurance groups to calculate a consolidated solvency margin for periods ending
  after December 31, 2001. This directive was transposed in French law under an
  ordinance dated August 29, 2001, decreed on March 14, 2002, and has been applicable
  since 2002. Under this directive as adopted in French law, AXA must establish
  appropriate internal controls to ensure solvency sufficient to cover all of
  the Groups insurance liabilities, inform the French Insurance regulatory
  authorities annually of certain intra-group transactions, and calculate on a
  consolidated basis the capital needed to meet the respective solvency requirements
  of the Groups insurance subsidiaries. Similar group solvency requirements
  are required to be fulfilled by intermediate holding companies that own Group
  insurance subsidiaries in different EU jurisdictions. In addition, there are
  ongoing discussions in the EU and in individual EU member states concerning
  regulation and supervision of financial conglomerates. The EU proposed a directive
  that would require assessment of the solvency of a financial conglomerate on
  the group level, supervision of risk concentration and intra-group transactions,
  and prevention of double-leveraging of the capital of the holding or parent
  company, i.e. once in the holding or parent company and a second time in the
  subsidiary (double gearing). The directive was adopted in 2002 and
  is expected to be implemented into French law in 2005. The AXA Group is a financial
  conglomerate within the meaning of this directive. In addition to other applicable
  regulatory requirements, in France, Germany, the UK, and certain other European
  jurisdictions, property and casualty insurers are required to maintain equalisation
  reserves to protect against the impact of large claims and catastrophes. The
  basis on which these equalisation reserves are established is set out in the
  local country regulations based on pre-established formulas applicable to certain
  lines of business and may be capped at a maximum level.

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In
  Germany, one of AXAs Germany subsidiaries, AXA Versicherung AG, has been
  among the German insurers subject to an investigation being conducted by German
  competition authorities which is focused on certain alleged anticompetitive
  practices among leading German industrial non-life issuers. This
  investigation was commenced in mid-2002 and is on-going. Based on information
  currently available to it, management is not in a position to predict with any
  certainty the outcome of this investigation, however, possible sanctions may
  include substantial fines.

In
  the UK, one of AXA UKs subsidiaries, AXA Sun Life, published financial
  promotions for one of its products during the period between December 2001 and
  April 2003 which contained hypothetical past performance figures. Due to errors
  in compiling these figures, the past performance was overstated. The effect
  of this was publication of potentially misleading financial promotions being
  issued to AXA Sun Life customers. AXA Sun Life intends to offer redress to affected
  policy holders (both in-force and lapsed) to offer a refund of premiums with
  interest. Certain business partners may also be entitled to compensation with
  respect to any lost future commissions from this business. Management of AXA
  Sun Life cannot predict with certainty at this time the financial impact of
  these matters. In terms of the general UK regulatory environment, there have
  been several changes following the implementation of the FSMA and the issuance
  of the regulators Handbook of Rules and Guidance in December 2001. At
  this stage, the most significant changes relate to the requirement to have appropriate
  systems and controls in place to manage the business. Further major changes
  are also planned in 2004 to prudential regulation, when an integrated regime
  for insurers, banks and investment managers is introduced, and in 2005 when
  conduct of business rules are introduced for non-life business. Further changes
  to the regulatory regime for UK life business are being considered, including:
  (i) the manner in which UK With-Profits business is managed, sold
  and reported on, and (ii) distribution of investment products (including With-Profits
  business). The U.K. government has also adopted legislation relating to employee
  pension schemes, which became effective in April 2001 and imposed a limit on
  the fee that insurance companies are allowed to charge for administering Stakeholders
  Pensions, the simplified individual pensions promoted by the new legislation.
  As a result of this legislative change, UK life insurers, including AXAs
  U.K. subsidiary, have experienced increased pricing and competitive pressure
  with respect to these types of products. UK Regulators have also been imposing
  increasingly stringent capital requirements on insurers, including our UK subsidiary,
  and new regulatory measures to assess capital adequacy including reporting to
  regulators on the basis of a realistic balance sheet with a market
  consistent valuation approach for assets and liabilities.

United
  States

In
  the United States, AXAs insurance operations are subject to regulation
  and supervision by all the various states and territories. Within the United
  States, the method of regulation varies but generally has its source in statutes
  that delegate regulatory and supervisory powers to an insurance commissioner.
  While regulation varies by jurisdiction, most jurisdictions have comprehensive
  laws and regulations governing approval of policy forms and rates, the standards
  of solvency that must be met and maintained (including risk based capital measurements),
  the establishment of reserves, the licensing of insurers and their agents, sales
  practices by agents, the nature of and limitations on investments, restrictions
  on the size of risks which may be insured under a single policy, deposits of
  securities for the benefit of policy-holders, methods of accounting, periodic
  examinations of the affairs of insurance companies, and the form and content
  of reports of financial condition and results of operations to be filed. While
  the regulation of the insurance business remains principally at the state level
  in the United States, the adoption of the Gramm-Leach-Bliley Financial Modernization
  Act of 1999 (the Gramm-Leach-Bliley Act) eliminated many of the
  barriers that formerly separated the banking, insurance and securities industries
  in the United States and also imposed certain new requirements on insurers and
  other financial

/59



institutions
  operating in the U.S., including consumer protections regarding security and
  confidentiality of non-public personal information. This legislation allows
  the formation of diversified financial services holding companies in the U.S.
  that can provide a broad array of financial products and services to their customers.
  In addition, the legislation permits insurers and other financial services companies
  to acquire banks, and expands permitted banking activities to encompass the
  insurance business. Certain of AXAs US insurance, broker-dealer and investment
  management subsidiaries, including Equitable Life, and certain policies and
  contracts offered by them are subject to regulation under the Federal securities
  laws administered by the SEC and under certain state securities laws. The SEC
  conducts regular examinations of the operations of these companies, and from
  time to time makes requests for particular information from them. The SEC, other
  governmental regulatory authorities, including state securities administrators,
  and the National Association of Securities Dealers (NASD) may institute
  administrative or judicial proceedings which may result in censure, fines, the
  issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer
  or member, its officers or employees or other similar consequences.

Several
  U.S states, including New York, regulate transactions between an insurer and
  its affiliates under insurance holding company acts. These acts contain certain
  reporting requirements and restrictions on provision of services and on transactions,
  such as asset transfers, loans and shareholder dividend payments by insurers.
  State insurance regulators also have the discretionary authority to limit or
  prohibit new issuances of business to policyholders within their jurisdiction
  when, in their judgment, such regulators determine that the issuing insurer
  is not maintaining adequate statutory surplus or capital. Life insurers in the
  United States are also subject to risk-based capital (RBC) guidelines
  which provide a method of measuring the adjusted capital (statutory capital
  and surplus plus asset valuation allowance and other adjustments) that a life
  insurance company should have for regulatory purposes taking into account the
  risk characteristics of the companys investments and products. Equitable
  Life and AXAs other U.S. life insurance subsidiaries expect that the statutory
  surplus will continue to be in excess of the minimum RBC levels required to
  avoid regulatory action.

In
  January 1998, the Florida Attorney General and the Florida Office of Insurance
  Regulation (formerly known as the Florida Department of Insurance) (OIR)
  issued subpoenas to Equitable Life, and in December 1999, the Florida Attorney
  General issued an additional subpoena to Equitable Life, in each case requesting,
  among other things, documents relating to various sales practices. Equitable
  Life cooperated fully with the Florida Attorney General and OIR and in July
  2003 executed a settlement agreement with the Florida Attorney General and a
  consent order with the OIR. Pursuant to the settlement agreement and the consent
  order, Equitable Life paid the costs of the investigation and implemented an
  Outreach Plan in Florida. The purpose of the Outreach Plan is to
  identify those customers, if any, who have questions or concerns about their
  life insurance policies involving certain sales practices. Based on the results
  of the Outreach Plan to date, Equitable Life does not believe that there were
  any widespread or systemic deficiencies with regard to such sales practices.

In
  addition, a number of states in the US, including New York, California and Florida,
  have enacted legislation requiring disclosure of extensive information concerning
  Holocaust era insurance policies sold in Europe prior to and during the Second
  World War. While these statutes vary and certain of them provide exemption for
  companies such as AXA that participate in the International Commission on Holocaust
  Era Insurance Claims, the ultimate sanction under certain of these statutes
  for failure to disclose the required information is revocation of an insurers
  license to engage in the insurance business in the concerned state. Although
  each of AXAs U.S. insurance subsidiaries intends to comply with these
  laws with respect to its own activities, the ability of AXA and its European
  affiliates to comply may be impacted by various factors including the availability
  of relevant information after more than 50 years and privacy laws in effect

/60



in
  various European countries. Any failure to comply with these laws could result
  in state regulatory authorities seeking to take enforcement actions against
  AXA and its U.S. affiliates, including Equitable Life. Litigation challenging
  the validity of the California legislation concluded on June 23, 2003 when the
  U.S. Supreme Court, in a 5-4 decision, struck down California Holocaust law
  on grounds that the law violates the U.S. constitution because it interferes
  with the Presidents conduct of U.S. foreign policy. Since that decision
  various federal legislative initiatives similar to the Californian legislation
  have been introduced in the US Congress. To date, none of these initiatives
  have been enacted. Management cannot predict with certainty, however, whether
  such federal legislative initiatives may be adopted in the future or whether
  US insurance regulatory authorities may undertake new legislative, regulatory
  or related initiatives in connection with this matter. For additional information
  on these matters, see Note 28 Litigation in AXAs consolidated
  financial statements included in Item 18 of this Annual Report.

The
  privacy provisions of the Gramm-Leach-Bliley Act became fully effective in 2001.
  These provisions establish new consumer protections regarding the security and
  confidentiality of non-public personal information and require full disclosure
  of the privacy policies of financial institutions to their consumer customers.
  There is also legislation pending in the United States Congress and various
  states designed to provide additional privacy protections to consumer customers
  of financial institutions. These statutes and similar legislation or regulations
  in other jurisdictions could impact AXAs ability to market its products
  or otherwise limit the nature or scope of AXAs insurance and financial
  services operations in the U.S.

There
  are a number of existing, newly enacted or recently proposed Federal tax initiatives
  that may significantly affect AXAs US life insurance subsidiaries. In
  June 2001, legislation was enacted which, among other things, provides several
  years of lower rates for estate, gift and generation skipping taxes (GST)
  as well as one year of estate and GST repeal (in 2010) before a return to 2001
  rates for the year 2011 and thereafter. Other provisions of the legislation
  increased amounts which may be contributed to tax qualified retirement plans
  and could have a positive impact on funding levels of tax qualified retirement
  products. In 2003, reductions in income tax rates on long-term capital gains
  and qualifying corporate dividends were enacted which could adversely impact
  the relative attractiveness of cash value life insurance and annuity products
  (and may adversely impact the sales of such products) relative to other investment
  alternatives which may qualify for these lower rates. Recently, legislation
  has been proposed regarding accelerating and making permanent the repeal of
  the estate and generation skipping taxes. If enacted, this legislation would
  have an adverse impact on sales of life insurance in connection with estate
  planning. Other provisions of the proposed legislation and provisions of recently
  issued U.S. Treasury regulations relate to the business use of life insurance,
  split-dollar arrangements, creation of new tax favored savings accounts and
  modifications to qualified plan rules. These provisions could adversely affect
  the sale of life insurance to businesses, as well as the attractiveness of qualified
  plan arrangements, cash value life insurance and annuities. Management cannot
  predict what other proposals may be made, what legislation, if any, may be introduced
  or enacted or what the effect of any such legislation might be.

Asia-Pacific
  and Other Jurisdictions

The
  other jurisdictions in which AXA operates, including those in the Asia-Pacific
  region, generally also have comprehensive regulatory schemes and AXA must satisfy
  the local regulatory requirements in each of these jurisdictions. In general,
  insurance licenses issued by local authorities are subject to revocation and/or
  modification by those authorities. Consequently, AXAs insurance subsidiaries
  could be prevented from conducting business in certain of the jurisdictions
  in which they currently operate should they not meet such local regulatory requirements.
  In addition to licensing requirements, AXAs insurance operations in these
  jurisdictions are also generally regulated

/61



with
  respect to currency, policy terms and language, amount and types of security
  deposits, amount and type of reserves, amount and type of local investment and
  the share of profits to be paid to policyholders on participating policies.
  In certain jurisdictions, regulations governing constitution of technical reserves
  and similar regulations may prevent payment of dividends to shareholders and/or
  repatriation of assets.

Asset
  Management

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

Alliance
  Capital and certain of its subsidiaries as well as certain U.S. subsidiaries
  of AXA Investment Managers and Equitable Life are investment advisers registered
  under the United States Investment Advisers Act of 1940 (the Investment
  Advisers Act). Each of Alliances U.S. mutual funds is registered
  with the SEC under the U.S. Investment Company Act of 1940 (the Investment
  Company Act) and the shares of most of these funds are qualified for sale
  in all states in the United States and the District of Columbia, except for
  U.S. funds offered only to residents of a particular state. Certain subsidiaries
  of Alliance Capital and Equitable Life are also registered with the SEC as transfer
  agents and broker-dealers that are subject to minimum net capital requirements.
  Transactions between Equitable Life and Alliance Capital are subject to applicable
  provisions of the New York Insurance Law and transactions between AXA Investment
  Managers and its insurance company clients are subject to various insurance
  law regulations of the various jurisdictions where these clients are domiciled.
  These regulations generally require diversification of invested assets, impose
  limitations on investments in certain asset classes and also generally require
  that the terms of transactions between the investment manager and its client
  be fair and equitable, that charges or fees for services performed be reasonable
  and that certain other standards be met. Fees must be determined either with
  reference to fees charged to unaffiliated clients for similar services or, in
  certain cases, which include ancillary service agreements, based on cost reimbursement.
  In addition, under the New York Insurance Law and regulations certain investment
  advisory agreements and ancillary administrative services agreements between
  Equitable Life and Alliance Capital are subject to approval by the New York
  Superintendent of Insurance within a prescribed notice period.

Alliance
  Market Timing Investigations.Certain
  regulators in the United States including the SEC and state attorneys general
  (including, in the case of Alliance, the Office of the New York State Attorney
  General (NYAG)) have been investigating practices in the mutual
  fund industry identified as market timing and late trading
  of mutual fund shares and have requested that Alliance provide information to
  them. Alliance has cooperated and will continue to cooperate with all of these
  authorities. In connection with investigations by the SEC and NYAG, the board
  of directors of the general partner of Alliance (the Alliance Board)
  appointed a special committee (the Special Committee), consisting
  of all of the independent directors of the Alliance Board to direct and oversee
  a comprehensive review of the facts and circumstances relating to the issues
  being investigated by the SEC, the NYAG and other interested authorities. The
  Alliance Board authorized the Special Committee to retain such advisers as it
  deems necessary to assist it in the performance of its duties, and it has retained
  its own legal counsel to so assist it. Information about

/62



the
  initial results of the internal investigation and the activities of the Special
  Committee are set forth in Alliances Form 10-Q for the quarter ended September
  30, 2003 and Form 10-K for the year ended December 31, 2003.

On
  December 18, 2003, Alliance reached terms with the SEC for the resolution of
  regulatory claims against Alliance with respect to market timing. The agreement
  with the SEC is reflected in an Order Instituting Administrative and Cease-and-Desist
  Proceedings pursuant to Sections 203(e) and 203(k) of the Investment Advisers
  Act and Sections 9(b) and 9(f) of the Investment Company Act, Making Findings
  and Imposing Remedial Sanctions and a Cease-and-Desist Order of the Commission
  (as amended on January 15, 2004, the Order). The Order found that
  Alliance maintained relationships with certain investors who were permitted
  to engage in market timing trades in certain domestic mutual funds sponsored
  by Alliance in return for or in connection with making investments (which were
  not actively traded) in other Alliance products, including hedge funds and mutual
  funds, for which it received advisory fees (Market Timing Relationships).
  The Order also stated that the SEC determined to accept an Offer of Settlement
  submitted by Alliance. Alliance concurrently reached an agreement in principle
  with the NYAG, which is subject to final, definitive documentation. These and
  related matters are the subject of an ongoing investigation by the Special Committee
  and its counsel. On February 10, 2004, Alliance received (i) a subpoena duces
  tecum from the Office of the Attorney General of the State of West Virginia
  and (ii) a request for information from the Office of the State Auditor, Securities
  Commission, for the State of West Virginia (together, the Information
  Requests). The Information Requests call for Alliance to produce documents
  concerning, among other things, any market timing or late trading in Alliance
  sponsored mutual funds.

Among
  the key provisions of the Order and the agreement with the NYAG (each, an Agreement)
  are the following. Under both Agreements, Alliance must establish a $250 million
  fund to compensate fund shareholders for the adverse effect of market timing.
  Of the $250 million fund, the Agreements characterize $150 million as disgorgement
  and $100 million as a penalty. The Agreement with the NYAG requires a weighted
  average reduction in fees of 20% with respect to investment advisory agreements
  with Alliances sponsored U.S. long-term open-end retail funds for a minimum
  of five years, which commenced on January 1, 2004. This reduction in fees is
  expected to reduce Alliances revenues by approximately $70 million in
  2004.

Under
  the Agreements, the boards of the U.S. funds, all of which have already moved
  to elect independent chairmen from among their independent directors, will also
  have independent directors that comprise at least 75% of each board, and will
  add a senior officer and any needed staff to assist the boards in their oversight
  of compliance, fiduciary issues and conflicts of interest.

Alliance
  has retained the services of an Independent Distribution Consultant, who is
  subject to the approval of the staff of the SEC and to the independent directors
  of the U.S. funds. The Independent Distribution Consultant has been retained
  to create a plan for the distribution of the $250 million fund to mutual fund
  shareholders. To the extent the Independent Distribution Consultant concludes
  that the harm to mutual fund shareholders caused by market timing exceeds $200
  million, Alliance will be required to contribute additional monies to the restitution
  fund. The plan will be submitted to the SEC and Alliance for approval. After
  the SEC and management of Alliance approve the distribution plan, it will be
  published and the public will be afforded an opportunity to comment. After the
  comment period has ended, the SEC will issue an order approving the final plan.
  Restitution payments under the plan are not likely to be made prior to the fall
  of 2004.

/63



The
  terms and conditions of the Agreements also include, among others: formation
  of a Code of Ethics Oversight Committee, composed of senior executives of Alliances
  operating businesses, to oversee all matters relating to issues arising under
  the Alliance Capital Code of Ethics; establishment of an Internal Compliance
  Controls Committee, chaired by Alliances Chief Compliance Officer, which
  shall review compliance issues throughout Alliance, endeavor to develop solutions
  to those issues as they may arise from time to time, and oversee implementation
  of those solutions; establishment of a company ombudsman to whom Alliance employees
  may convey concerns about Alliance business matters that they believe involve
  matters of ethics or questionable practices; engagement of an Independent Compliance
  Consultant who shall conduct a comprehensive review of Alliances supervisory,
  compliance, and other policies and procedures designed to prevent and detect
  conflicts of interest, breaches of fiduciary duty, breaches of the Code of Ethics
  and Federal securities law violations by Alliance and its employees; and commencing
  in 2005, and biannually thereafter, a compliance review of Alliance Capital
  by an independent third party.

Alliance
  recorded a pre-tax charge to income of $190 million for the quarter ended September
  30, 2003 to cover restitution, litigation and other costs associated with these
  investigations and other litigation. Alliance recorded an additional $140 million
  pre-tax charge against its fourth quarter 2003 earnings in connection with these
  matters. As a result of these charges, the board of directors of the general
  partner of Alliance and Alliance Holding determined not to pay a distribution
  to their respective unitholders for fourth quarter 2003. Distributions are expected
  to resume for first quarter 2004, with payout policy returning to traditional
  levels in relation to cash flow for the second quarter 2004. For more information
  about the effect of the $250 million fund, the related charges and the fee reduction
  on Alliances results of operations, financial condition and distributions,
  see Managements Discussion and Analysis of Financial Condition and
  Results of Operations in Item 7 of Alliances Form 10-K for the year
  ended December 31, 2003.

Revenue
  Sharing.Alliance
  and approximately twelve other investment management firms were publicly mentioned
  in connection with the settlement by the SEC of charges that Morgan Stanley
  violated Federal securities laws relating to its receipt of compensation for
  selling specific mutual funds and the disclosure of such compensation. The SEC
  has indicated publicly that, among other things, it is considering enforcement
  action in connection with mutual funds disclosure of such arrangements
  and in connection with the practice of considering mutual fund sales in the
  direction of brokerage commissions from fund portfolio transactions. The SEC
  has issued subpoenas to Alliance in connection with this matter and Alliance
  has provided documents and other information to the SEC and is cooperating fully
  with its investigation.

Other

As
  a publicly-traded company listed both on the ParisBourse and the New York Stock
  Exchange, AXA is subject to numerous laws, rules and regulations governing a
  variety of matters. These include (i) timely and accurate disclosure of information
  to investors, (ii) presentation of financial information in accordance with
  both French GAAP and US GAAP requirements, (iii) restrictions on presentations
  of non-GAAP measures in the US, auditor independence requirements (including
  prohibitions on auditors furnishing certain types of non-audit services), (iv)
  numerous corporate governance requirements (including independence requirements
  for audit committee members), (v) certification of certain public reports by
  AXAs Chief Executive Officer and Chief Financial Officer, and (vi) requirements
  to evaluate, document, and report on AXAs internal accounting and disclosure
  controls and procedures. The scope and impact of these requirements on the day-to-day
  operations of AXA has increased significantly over the past two years

/64



with
  the adoption of the Sarbanes Oxley Act in the United States in 2002 and the
  adoption of similar legislation in other jurisdictions, including the Financial
  Security Law (la loi de securite financiere) in France in 2003. While the spirit
  of these laws is very similar, their technical requirements sometimes conflict.
  Management has devoted very substantial resources to insure compliance with
  both the letter and spirit of these laws over the last two years and anticipates
  that considerable resources will continue to be devoted to this area in the
  future.

Additional
  information on regulatory matters

A
  more detailed description of certain matters involving AXA Financial, Inc. and
  its subsidiaries (including Equitable Life and Alliance) is included in the
  annual reports on Form 10-K for the year ended December 31, 2003 and subsequent
  reports on Form 10-Q, respectively, of AXA Financial, Inc. (SEC file no. 1-11166),
  Equitable Life (SEC file no. 0-25280) and Alliance Capital (SEC file no. 1-9818)
  filed with the SEC (collectively, the Subsidiary SEC Reports). The
  Subsidiary SEC Reports are publicly available and copies can be obtained through
  the SECs EDGAR system (www.sec.gov/edgar), at the SECs public reference
  rooms at 450 Fifth St., N.W., Washington, D.C. 20549 or at the SECs other
  public reference rooms in New York and Chicago, or on the websites of these
  subsidiaries.

PROPERTY

The
  Companys headquarters are located in an office building located at 25
  Avenue Matignon 75008 Paris, France, which is owned by an affiliate of the Company.
  In addition to its registered head office, the Company has staff in other locations
  around Paris including at 21 and 23 Avenue Matignon 75008 Paris, France. The
  Company also has major operating subsidiaries with headquarters located in other
  countries including France, the United States, the United Kingdom, Germany,
  Belgium, Australia and Japan. The headquarters of these subsidiaries are held
  on either a leasehold or a freehold basis.

AXA
  also holds numerous investment properties in connection with its insurance and
  financial services operations.

/65



Item
  5: Operating and Financial Review and Prospects

You
  should read the following discussion together with AXAs audited consolidated
  financial statements and the related notes included elsewhere in this annual
  report. The audited consolidated financial statements have been prepared in
  accordance with French GAAP, which principles are described in note 2 to the
  consolidated financial statements. French GAAP differs in certain material respects
  from U.S. GAAP. A summary of the material differences between French GAAP and
  U.S. GAAP relevant to AXA, and, additional U.S. GAAP disclosures are provided
  in notes 33 and 34 to the consolidated financial statements. As indicated in
  note 33, in 2002, the U.S. GAAP adjustments as of and for the year ended December
  31, 2001 were restated for the accounting for other-than-temporary declines
  in value for securities, which reduced AXAs 2001 U.S. GAAP consolidated
  net income; but with no change to AXAs U.S. GAAP consolidated shareholders
  equity at December 31, 2001.

Certain
  information discussed below and elsewhere in this annual report includes forward-looking
  statements that involve risks and uncertainties. See Special Note Regarding
  Forward-Looking Statements provided in the beginning of this annual report
  and Item 3-Key Information-Risk Factors for a discussion of important
  factors that could cause actual results to differ materially from the results
  described in or implied by the forward-looking statements contained in this
  annual report.

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

Overview

The
  Operating and Financial review and Prospects provides certain information on
  markets for the current year and a discussion and analysis of AXAs operating
  performance for the years ended 2003, 2002 and 2001 as reported under French
  GAAP with certain additional U.S. GAAP commentary as set out below.

- The
    information on the market conditions applicable to the current year focuses
    , mainly on the financial markets and insurance markets conditions for the
    main countries in which AXA operates.
- In
    addition, main operating highlights of the year are specific to AXA, we provide
    a summary of the principal acquisitions and disposals and capital and financing
    operations that occurred during the year, as well as important events subsequent
    to December 31, 2003.
- An
    overview of critical accounting policies is provided setting out the accounting
    policies that use assumptions and estimates to prepare the consolidated financial
    statements.

The
  consolidated operating results section is based on French GAAP financial
  statements and is composed of two main parts: (i) Group gross consolidated revenues
  for the year ended December 31, 2003 compared to December 31, 2002, and for
  the year ended December 31, 2002 compared to December 31, 2001, for the Group
  and by operating segment; (ii) Group consolidated results for the year ended
  December 31, 2003 compared to December 31, 2002,

/66



and
  for the year ended December 31, 2002 compared to December 31, 2001 for the Group
  and operating segment. In addition, specific commentary and analysis is provided
  for each operating segment i.e. Life & Savings, Property & Casualty,
  International Insurance, Asset management segment and Other financial services,
  as well as Holdings companies non-operating segment. In addition, for each insurance
  operating segment, general accounts investment results are provided for the
  principal accounts assets.

Additional
  information is provided in the Liquidity and capital resources section,
  describing AXAs operations sources and uses of funds, solvency margin
  requirements, supplementary information on contractual obligations and specific
  information relating to off-balance sheet arrangements, and consolidated cash
  flow for the year ended December 31, 2003 compared to December 31, 2002, and
  for the year ended December 31, 2002 compared to December 31, 2001.

Information
  is also provided under Other matters specific to (i) impairment
  of investments, (ii) high level commentary on the reconciliation from French
  GAAP to US GAAP.

Finally
  a glossary of certain technical terms is provided at the end of this section.

Market
  conditions in 2003

FINANCIAL
  MARKETS

2003
  saw a reversal of the downturn that had persisted in the financial markets for
  the previous three years running, with the Morgan Stanley Capital Index (MSCI)
  World Index posting a gain of 30.3%. The first solid steps in a synchronized
  global recovery led by the United States, combined with the recovery in corporate
  earnings, helped the worlds stock markets to turn the corner. The recovery
  began in March, after the US and its allies commenced military operations in
  Iraq. On the currency front, the US dollar continued throughout 2003 the downward
  slide it began in 2002. The euro was once again the strongest of the worlds
  main currencies in 2003.

STOCK
  MARKETS

The
  recovery was global after the lowest points reached in March. In local currency
  terms, the US S&P 500 advanced by 26.3%, while the Japanese Nikkei was up
  24.4%. In Europe, the Stoxx 50 rose by 16%, the CAC 40 by 16% and the FTSE 100
  index by 13.6%, while the German DAX was up 37%.

BOND
  MARKETS

The
  performance of bond markets was rather low in 2003. The yield on the US 10-year
  T-bond went from 3.85% to 4.25%, the German Bund from 4.20% to 4.25%, the British
  gilt from 4.43% to 4.80%, the French OAT from 4.27% to 4.25% and the Japanese
  JGB from 0.90% to 1.35%.

FOREIGN
  CURRENCY EXCHANGE RATES AND OTHER PERIOD-TO-PERIOD COMPARISONS

In
  2003, the Euro continued its appreciation against other currencies, especially
  against the US Dollar (+20%), the Yen (+8.5%) and the Sterling (+8.2%).

/67



The
  year end and average exchange rates used in the preparation of AXAs consolidated
  financial statements in euro are provided in Item 3  Key Information 
  Exchange Rate Information. AXA provides on a regular basis certain period-to-period
  comparisons calculated on aconstant
  exchange rate basisto
  eliminate the effects of changes in exchange rates between the euro and other
  currencies. In this context, AXA recalculated the financial information as follows:
  the data for the current year period were restated using the prevailing foreign
  currency exchange rate for the same period in the prior year.

For
  information purposes and in respect of AXAs principal non-Euro-based life
  insurance operations, an analysis is provided below to provide an indication
  of the impact of foreign currency fluctuations on premium growth.

|                                                   |       |  |       |  |       | 
|-------------------------------------------------- | ----- |  | ----- |  | ----- | 
|                                                   | U.S.  |  | UK    |  | Japan | 
|                                                   |       |  |       |  |       | 
|Premium growth in original currency (2003 vs 2002) | 29%   |  | (6%)  |  | 7%    | 
|Foreign exchange impact                            | (21%) |  | (8%)  |  | (12%) | 
|                                                   |       |  |       |  |       | 
|Premium growth as reported in Euros                | 8%    |  | (15%) |  | (5%)  | 
|                                                   |       |  |       |  |       | 

In
  addition, AXA provides on a regular basis certain period-to-period comparisons
  calculated on acomparable
  basisto
  eliminate the effects of changes in foreign exchange as described above and
  changes in AXAs scope of consolidation to eliminate the results of acquisitions,
  disposals and business transfer(constant
  structural basis)and
  of changes in accounting principles(constant
  methodological basis),in
  one of the two periods being compared.

Insurance
  and Asset Management Markets

LIFE
  & SAVINGS

France.2003
  was a year of recovery for the French Life & Savings markets. Although not
  as strong as during 1999 (+13%) and 2000 (+20%), premium growth reached an estimated
  +9% as compared to +2% in 2002 and a decrease of 7% in 2001. The pace
  of growth accelerated towards the end of the year. Increase in individual business
  premiums reached +8% while group business (mainly group retirement) increased
  by +20%, fuelled by additional retirement premiums from large companies. Similar
  to 2002 trends, general account premiums were up +13% as customers continued
  to favor these products as perceived as less volatile. Meanwhile, the rate of
  decrease in unit linked gross premiums slowed down, as financial markets were
  less volatile (7% in 2003 compared to 32% in 2002).

United
  States.In
  2003, U.S. investors responded favorably to the recovery in the equity market
  and the availability of products with features offering guarantees. Interest
  rates remained low and provided economic stimulus. In the Annuity market, industry
  sales of variable annuities were up 9.5%, driven by the stronger equity market
  and the popularity of guaranteed minimum income and death benefits, while industry
  fixed annuity sales decreased 23% as a result of lower interest rates. In the
  Life Insurance market, variable life insurance sales remained weak. Industry
  Variable Life sales were down 37% from 2002. The Variable Life business generally
  lags behind the movement in the equity market. Sales of Life Insurance products
  with fixed returns, such as Universal Life, were strong throughout 2003. Industry
  Universal Life sales were up 25%. Industry fixed Whole Life insurance sales
  were also up (9%), while Term insurance sales were flat since 2002. Management
  believes that the stronger equity market is likely to drive higher sales of
  variable annuities and could start improving sales of variable life insurance.

/68



United
  Kingdom.New
  annualized business (new regular premiums plus 10% of single premiums) fell
  in 2003 in contrast to growth of 2.3% in 2002 and 14.1% in 2001. This was largely
  the result of continued adverse stock-market performance in the early part of
  the year coupled with stock-market volatility even as the markets began to recover.
  With sales of both investment and pension products being hit, the principal
  growth area in 2003 was protection, in particular term assurance. Sales of With
  Profits Bonds, the largest product sector in 2002, collapsed in 2003 as falling
  stock markets reduced capital available to finance new business at the levels
  of previous years and consumers lost confidence in the With Profits concept.
  Management believe that it will take some time for that lost With-Profits
  business to be redirected into other life bond products. While overall sales
  of Group Pensions have fallen, there has been a change in the types of product
  sold, as many employers have closed defined benefit schemes and moved to lower
  cost defined contribution schemes. Independent Financial Advisers continued
  to be the principal sales channel in 2003 accounting for around 70% of new business
  The HM Treasury will define the product design for the new suite of Sandler
  products, including a price cap. The HM Treasury has indicated that it will
  not announce its thinking until the FSA has concluded work on reviewing the
  sales process, which is unlikely before May 2004. The industry has lobbied the
  HM Treasury very hard to increase the 1% price cap proposed by Sandler.

Asia
  / Pacific.

Japan.The
  Japanese Life insurance market experienced declining in-force business for the
  eighth consecutive year (a premium income reduction of 3% compared to Japan
  fiscal year 2002) influenced by a lack of customer confidence due to solvency
  concerns and the low interest rate environment. In the midst of these difficulties,
  the share of foreign Life insurers in the Japanese market was 17%, (a 3.4 point
  increase compared to fiscal year 2002) and AXA Japan reached the 10th position
  in the Japanese Life insurance industry with a 3.1% market share (based on premium
  income).

Australia.In
  Australia and New Zealand, the savings related investment sector continued to
  be the growth area due to the ageing population and continued government support
  for self-funded retirement. Retail savings and investment sectors were adversely
  impacted in the first half-of the year due to the war in Iraq. This investor
  uncertainty was reflected in the move from equities and growth products to more
  defensive income style products over the year. Despite this uncertainty, the
  retail managed fund market grew 11% (slightly below previously estimated grow
  of 13%).

Hong
  Kong.The
  Hong Kong Life insurance market experienced strong growth in 2003, for the 9
  months to September 2003, the market for individual life new business annual
  premium equivalent increased by 15% compared to the same period in 2002. Despite
  a partial slowdown in the overall market during the first half of 2003 due to
  SARS, AXA China Region experienced growth in sales, with a 23% increase (9 months
  to September) of individual life new business. Customers are now re-focusing
  their investment strategies towards equity-based investment linked business
  as a result of the rebound in equity markets. The Hong Kong equity market (Hang
  Seng Index) grew 31% during the second half of the year.

Germany.In
  Life & Savings, new business of regular premiums grew by 13.3% to8.0
  billion, while single premiums increased by 12.3% to8.3
  billion. In 2003, in line with the increase in the maximum contribution to the
  state pension scheme, new business for individual endowment products increased
  significantly (2.6
  billion or +30.8%) whereas annuity products grew only by 15.2% (2.7
  billion). Increased awareness for the need of private pension schemes has also
  pushed sales of single premiums group annuity products (2.4
  billion or +37.3%). While the state funded individual pensions products (so-called
  Riester products) still remain far below expectations, representing less

/69



than
  2% of regular premiums new business, there is strong increase in demand for
  product of Pensionskasse (group pension funds). All in all, premium
  growth is expected to be at 3.6% in 2003, this excludes group pension business
  for which market figures are not available.

In
  Health:Ongoing
  difficulties of the public health insurance system are continuing to push private
  health insurance. There are two types of market-share-winners: mutual insurers
  with low-price-image and manufacturers with innovative products and strong position
  in the broker market. Overall health market is expected to grow by 7.0% in 2003.

Belgium.The
  downward trend on unit-linked business experienced in 2001 and 2002 continued
  in 2003: unit-linked plummeted 40% in 2003 (slightly less than the previous
  estimate of 47%) after falling by 16% in 2001 and falling by 32% in 2002. Consumers
  turned to safer insurance products with guaranteed rates (+25% in 2001, +39%
  in 2002 and +64% in 2003), whereby life products grew 26% overall in 2003 (less
  than the previous estimate of 31% growth) and short term bank savings accounts
  increased by 17% (greater than the previously estimated of 13%). The overall
  Life & Savings market growth was estimated at +26%.

Southern
  Europe.In
  2003, the institutionalSpanishinsurance
  market faced the end of the externalization of pensions funds products (34%).
  Unit-linked products increased by 14% benefiting from financial markets recovery.
  However the future of this business is uncertain due to a change in tax regulation.
  InItaly,the
  market has continued growing over 2003: written premiums grew by 15% as compared
  to the same period last year , and new business grew by 13%. The new business
  growth was mainly driven by index-linked products and traditional saving products,
  particularly single-premium. InPortugalmarket
  grew by 18.2% to5.4
  billion, mainly driven by the increase of group products, which benefited mostly
  bank-insurers.

PROPERTY
  & CASUALTY

France.The
  French Property and Casualty market growth rate was higher (+8%) in 2003 than
  in 2002 and 2001 (+7% for each year). In commercial lines, the main factor for
  this improvement was the increase in rates notably as regards the liability
  and industrial property risks, as the claims charges remained at a high level
  and reinsurance costs significantly increased. Although to a lesser extent,
  growth was also significant for personal lines, as the number of contracts increased
  and rates moderately increased.

Germany.In
  2003, total Property & Casualty business increased by 2.8% in all lines.
  In motor line, gross written premiums, covering more than 40% of total Property
  & Casualty, increased by 2.4% to16.1
  billion. Due to the absence of catastrophes and major losses, and owing to favorable
  climatic conditions, claims paid for current year (all motor lines aggregated)
  decreased by 4.0%, mainly in motor liability (7.4%). Property is the second
  largest Property & Casualty business with8.9
  billion gross written premiums (+6.5%). More restrictive underwriting clauses
  as well as the absence of natural disaster year-to-date, have led to a substantial
  reduction in claims expenditures. General Liability lines showed a 3.6% increase
  in gross written premiums to4.0
  billion. In accident, gross written premiums increased by 2.8% to2.9
  billion.

United
  Kingdom.The
  UK market has enjoyed a positive underwriting environment throughout 2003 with
  hard market conditions in Commercial lines in the first three quarters driving
  double digit growth across AXAs SME market.

/70



Competition
  increased in the fourth quarter particularly in Commercial Motor and Property
  classes. Rating increases on Liability classes continued to be strong across
  the year with increases of up to 35%. In Personal Lines Motor rates increased
  by 0.5%, as the market cycle turned downwards, and Household by 3%. Across the
  year, most carriers will also have benefited from the benign weather experienced
  in 2003 with no major weather events.

Belgium.The
  Belgian Property & Casualty market grew by 6% in 2003 (against 7% in 2002).
  This significant increase, compared to an average annual growth of 3% for the
  last 10 years, is primarily due to the motor line by +6% (previously estimated
  at +5%) (accounting for 36% of total Property & Casualty) and household
  (+8% in 2003), and both benefited from rates increases. The Workers compensation
  market showed growth of 4% (previously estimated at 2%) in 2003 as the Belgian
  economy softened.

Southern
  Europe.TheSpanishmarket
  grew by 9% to24
  billion in a favorable economic environment. In spite of a 7% growth, the motor
  line confirmed the slow-down which started in the second half of 2002 as a result
  of strong price competition. Household and health businesses increased respectively
  by 14% and 9%. InItaly,the
  insurance market in 2003 was influenced by the Italian government request to
  limit tariff increases on compulsory Motor Third-Party Liability cover. After
  a 4% to 5% increase in average premium in February, most companies left their
  tariffs unchanged. Motor third-party liability grew by 7.4% in 2003 while other
  lines grew by 6.4%. Agency networks continued to dominate the market, maintaining
  their 85% market share in 2003 against direct underwriters (mainly in motor)
  and brokers (mainly in other lines). The introduction in July of the patente
  a punti, a driving license where points are deducted upon offences, contributed
  to a reduction in severe car accidents on Italian roads. InPortugal,market
  grew by 5.3%. Motor business, which represented nearly half of written premiums,
  increased by 4.5% to1.9
  billion. Workers compensation, which totaled 20% of the P&C insurance market,
  grew by 2.6% to0.8
  billion.

INTERNATIONAL
  INSURANCE

On
  the reinsurance side, after the large claims experience and the financial market
  crisis in 2001, a progressive stabilization of prices is under way. The bulk
  of AXA REs portfolio  Property, Marine and Aviation  showed
  stable rates and no capacity issues. The rest of the portfolio  Motor
  and Casualty  benefited from additional rate increases. The share of non-proportional
  business is growing again. Competition amongst reinsurers is coming from the
  growing size of Bermudian companies. As in 2002, reinsurance has not been hit
  by exceptional claims in 2003.

On
  the large risks insurance market, in the context of a favorable claims experience,
  further rate increases and restructuring of large Corporate Insurance programs
  (through franchise agreements and other contract clauses) were conducted, especially
  in liability, and on a lesser extend in property, motor and marine. Only the
  aviation market softened, in the context of a reduced airlines activity.

ASSET
  MANAGEMENT

After
  a slow start to the year, a strong climb by equity markets in 2003 provided
  a positive background for the industry, demonstrated by the S&P 500, which
  advanced by nearly 29% during the year. Those investors, who either left or
  reduced their activity in equity markets during the past few years, began to
  return or increase their activity, albeit cautiously. In the second half of
  the year, the market timing and late trading investigations carried out by the
  regulatory authorities, in particular the SEC and the Office of the New York
  Attorney General became a focal point for both US retail investors and the investment
  management companies offering mutual funds.

/71



December
  31, 2003 Operating Highlights

MAIN
  EVENTS

EXECUTIVE
  SUMMARY

AXAs
  key businesses recorded very strong operating performances while maintaining
  their growth potential.

- Life
    & SavingsNew
    Business Contribution improved by 4% to Euro 675 million, or +16% at constant
    exchange rates, and separate account assets increased 12% to Euro 101 billion,
    up 25% at constant exchange rates, signaling a return to favor of unit-linked
    products.
- Property
    & Casualtycombined
    ratio strongly improved by 4.0 points on a comparable basis to 101.4%, ahead
    of the 103.3% target.
- A
    successful turn-around occurred inInternational
    Insurancewith
    earnings up318
    million to142
    million in 2003.
- Assets
    under managementwere
    up 4% to Euro 775 billion at year-end 2003, or +17% on a constant exchange
    rate basis, benefiting from strong net inflows of Euro 20 billion, as well
    as market appreciation.

ACQUISITIONS
  AND DISPOSALS

DISPOSALS

On
  January 8, 2003, AXA Asia Pacific Holdings completed the sale of its 50% interest
  inMembers
  Equityto
  Industry Funds Services. The proceeds from the sale were53
  million, with a net realized capital gain on the sale of12
  million (Group share).

InAustria/Hungary,AXA
  Konzern had announced on December 18, 2002 the terms of its discussions with
  UNIQA Versicherung AG, the first Life and fourth Non-Life Insurer in this country,
  for the sale of its business. This transaction was signed in December 2002,
  and finalized on June 4, 2003. The amount of the realized capital gain accounted
  for in 2003 was37
  million.

AXA
  Bank Belgium soldAuxifina,one
  of its subsidiaries dealing with consumer credit, which client population was
  not consistent with its core business population. The realized capital gain
  was+15
  million gross and net Group share.

On
  July 1, AXA Germany sold its stake (49.9%) in Colonia Re J.V. to General Re.
  This agreement ends a fruitful period of collaboration with General Re in Germany,
  which lasted more than eight years through a joint venture agreement and is
  in line with AXA Germanys strategy to focus on its core business. Proceeds
  from the sale were701
  million. In full-year 2003 accounts, the related capital gain amounted to11.3
  million.

CAPITAL
  AND FINANCING OPERATIONS

FINANCING
  OPERATIONS

Issuance
  of undated subordinated notes

On
  May 7, 2003 AXA issued U.S.$500 million of undated subordinated callable fixed
  rate notes under its existing5.0
  billion Euro Medium Term Note program. The notes were issued at an issue price
  of 100% and bear interest at the rate of 7.10% per annum, payable quarterly
  in arrear. The Company may, at its option and in certain circumstances redeem
  the notes, at par on or after November 7, 2008 or prior to this date in the
  event of certain tax or regulatory events. Furthermore, during the second half
  year, AXA issued private placement debt securitries totaling approximately

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500
  million from its Medium Term Note program. These issues, which are callable
  undated subordinated notes, allow to partly anticipate the refinancing of debt
  maturing in 2004 and 2005, whilst benefiting from unprecedented favorable market
  conditions and improving AXAs liquidity by further extending the average
  maturity of its debt.

Bonds
  redeemable in shares or in cash [Obligations Remboursables en Actions ou en
  Numéraire (ORANs)]

AXA
  decided to finance the proposed acquisition of MONY for an amount of1.4
  billion, by issuing ORANs, which are bonds redeemable either in shares or in
  cash. The ORANs were issued upon the exercise of warrants allocated free of
  charge by AXA to its shareholders. Shareholders on record at close of business
  on September 19, 2003 were allocated, free of charge, one warrant for each share
  held resulting in the issue by AXA of 1,763,924,947 warrants. 16 warrants entitled
  warrant holders to subscribe one ORAN against payment of Euro 12.75 per ORAN
  corresponding to the issue of 110,245,309 ORANs for a total of Euro 1,405,627,690.

Each
  ORAN issued will be automatically redeemed by the issuance of one new ordinary
  AXA share following the closing date of the acquisition. If the acquisition
  is not completed, and at the latest on December 21, 2004, the ORANs will be
  redeemed in cash, at par with accrued interest of 2.4% prorata temporis.

CAPITAL
  OPERATIONS

The
  AXA Group has for several years offered to its employees, in and outside France,
  the opportunity to subscribe for shares issued by way of capital increase reserved
  for employees. In 2003, employees invested188
  million (respectively13
  million in July and175
  million in December). The 2003 offerings led to the issuance of 15.1 million
  shares. At December 31, 2003, the total number of shares in issue amounts to
  1,778 million, and employee shareholders represent approximately 4.8% of the
  outstanding share capital of AXA as compared to 4% as of December 31, 2002.

Please
  refer to - Liquidity and Capital Resources included elsewhere within
  this section of the annual report for further information.

Events
  subsequent to December 31, 2003

On
  September 17, 2003, AXA announced that the Board of Directors of its U.S. subsidiary,AXA
  Financial Inc.had
  reached an agreement with the Board of Directors ofMONY,
  a life insurance company based in New York. The agreement approved a merger
  of the two companies, with AXA Financial acquiring 100% of MONY for $1.5 billion
  in cash. As per the agreement, Monys shareholders will receive $31 per
  share upon consummation of the merger plus a dividend of 0.33 to 0.35 cents
  per share. This deal is consistent with the Groups global strategy, and
  will enable AXA Financial to add considerably to its distribution network, expand
  its product range, increase assets under management and to gain highly qualified
  staff and additional customers. The transaction was approved by MONYs
  shareholders on May 18, 2004, but remains subject to receipt of required regularory
  approvals from the local insurance and banking authorities.

On
  January 2, 2004, AXA concluded the disposal of insurance brokerage operations
  activities in the Netherlands,Unirobe,through
  a management buy-out. The proceeds for the sale will amount to126
  million, and the related capital gain is estimated to105
  million.

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On
  January 23, 2004, AXA concluded with BBVA Group an agreement under which AXA
  will acquire the 50% stake of BBVA in its subsidiary Hilo Direct Seguros y Reaseguros
  S.A.(Direct
  Seguros).After
  this transaction, AXA will hold 100% of Direct Seguros. The purchase price will
  amount to49
  million. The transaction is subject to the approval of the Spanish insurance
  and competition regulatory bodies.

In
  January and February 2004, AXA issued private placement debt securities of $375
  million under its5.0
  billion Medium Term Note program.

In
  connection with Alliance Capitals acquisition of the business of Sanford
  Bernstein in 2002, there was a liquidity agreement provided to the former shareholders
  of Sanford Bernstein pursuant to which they can put to AXA Financial in any
  one period up to 20% of the original Alliance Capital units issued to such shareholders.
  On March 5, 2004, the former shareholders of Sanford C. Bernstein exercised
  their rights to sell 8.16 million Alliance Units. As a consequence, the ownership
  interest of AXA Financial in Alliance Capital at this date increased by 3 percent
  from 56% to 59%.

AXA
  Germany sold on April 20, 2004 its building society AXA Bausparkasse to BHW
   a German competitor, specialised in savings plans for the financing of
  the purchase of real estate properties. This sale was subject to the approval
  by the German anti-trust authorities, which was obtained in June 2004. In addition,
  a distribution agreement has been concluded with BHW. The expected impact of
  this sale on AXA's consolidated accounts is a capital loss of22
  million (net Group share).

At
  the general meeting of shareholders of AXA held on April 21, 2004, the shareholders
  approved the dividend in respect of 2003 of0.38
  per ordinary share, or676
  million, based on the number of shares outstanding at December 31, 2003. The
  approved dividend will be paid in 2004.

Critical
  Accounting Policies

The
  results of AXA are sensitive to the accounting policies, assumptions and estimates
  that underlie the preparation of its consolidated financial statements. The
  accounting policies used in the preparation of the consolidated financial statements
  in accordance with French GAAP are set out in Note 2 in the notes to the consolidated
  financial statements under Item 18 of this annual report. The notes to the consolidated
  financial statements also contain a summary of (i) recently issued accounting
  pronouncements, including those not yet adopted, and (ii) significant differences
  in accounting policies between French GAAP and U.S. GAAP.

Certain
  of AXAs accounting policies under French GAAP and U.S. GAAP require the
  use of estimates and assumptions that may involve a degree of judgment that
  could affect amounts reported in AXAs consolidated financial statements.
  Many of these policies estimates and related judgments are common in the insurance
  and financial services industries. In applying these policies, management makes
  subjective and complex judgments that may require estimates about matters that
  are inherently uncertain. These estimates may be based on historical experience
  and on various other assumptions that are believed to be reasonable under the
  circumstances. Consequently, actual experience or current estimates could differ
  significantly from the previous estimates due to changes in assumptions and
  financial market or, economic or other conditions. Such differences would be
  reflected in the financial statements (when appropriate) and could impact AXAs
  financial results and conditions.

The
  accounting policies that are deemed critical to AXAs operations results
  and financial position, in terms of materiality

/74



and
  the degree of judgment and estimation involved, are summarized below. The statements
  below contain forward-looking statements within the meaning of the U.S. Private
  Securities Litigation Reform Act. See Special Note Regarding Forward-looking
  Statements included in the beginning of this annual report.

AXAs
  principalinvestmentsfor
  its insurance related assets are in fixed maturity and equity securities. Under
  French GAAP, these securities are carried at amortized cost or historical cost
  unless impaired, whereas under U.S. GAAP these securities are stated at fair
  value unless otherwise indicated. The basis for measuring fair value may require
  utilization of investment valuation methodologies, such as discounted cash flows
  analysis, if quoted market prices are not readily available. Approximately 19%
  of AXAs total investments in debt and equity securities represented unquoted
  securities at December 31, 2003. The assessment of whether impairment has occurred
  is based on a security-by-security evaluation and will depend on, but not be
  limited to, (i) the length of time or the extent to which an unrealized loss
  position exists, (ii) whether the issuer has been experiencing significant financial
  difficulties, (iii) factors specific to an industry sector or sub-sector, and
  (iv) whether AXA intends to hold the security until recovery in value. The level
  of impairment losses can be expected to increase when economic conditions worsen
  and decrease when economic conditions improve. Under French GAAP, the scope
  of an impairment review is based on market volatility, and (i) the recoverable
  value, which is not, except in certain circumstances, the market value at year
  end but rather a value determined based on the net worth, future cash flows
  and specific considerations relating to the industry sector /or activities of
  the issuer, and (ii) ability and intent to hold the security until the market
  value recovers. These allowances may be reversed in future periods if the facts,
  circumstances and information available to management warrant such course of
  action. Consequently, the assessment of whether impairments have occurred is
  based on evaluation of the issuer and its future earnings potential, including
  near-term prospects of recovery. Under U.S. GAAP, the determination of impairment
  is based on market value at year end and also may include a certain level of
  evaluation by management in assessing prospects of near-term recovery. Assessing
  an issuers near-term prospects may be difficult and involve many judgments
  and assumptions. The use of, and changes to, different methodologies and assumptions
  may have a material effect on AXAs consolidated operating results under
  U.S. GAAP as compared to French GAAP.

AXA
  enters intoderivative
  transactionsprimarily
  to hedge interest rate risk, foreign currency risk and change in equity price
  risk. AXAs financial results are impacted by (i) changes in fair value
  of derivatives not in qualifying as hedges for accounting purposes, (ii) gains
  or losses on the hedges, and (iii) hedges not adequately covering the anticipated
  exposure. As AXA manages its hedging strategies to meet the hedging requirements
  as set forth under French GAAP basis, certain economic hedging relationships
  established by AXA could not be designated as qualifying U.S. GAAP hedges and,
  therefore, such derivatives are accounted for as trading instruments creating
  additional income statement volatility under U.S. GAAP.

TheInsurance
  liabilities, gross of reinsuranceis
  the largest liability in AXAs consolidated financial statements (58% of
  total liabilities at December 31, 2003), representing amounts payable under
  insurance policies, including traditional life insurance contracts, immediate
  annuities and health insurance contracts. Generally, amounts are payable over
  an extended period of time and the profitability of the products is dependent
  on the pricing of the products. The principal assumptions used in pricing these
  policies and in the establishment of liabilities for future policy benefits
  are mortality, morbidity, expenses, policy lapse and surrender rates, investment
  returns, interest crediting rates to policyholders and inflation. Differences
  between the actual experience and assumptions used in pricing the policies and
  in the establishment of liabilities result in variances in profit and could
  result in losses. Determination of the liabilities in respect of guaranteed
  minimum income benefit and death benefit features (GMIBs and GMDBs) is based
  on models that involve estimates and judgments, including those regarding expected
  market rates of return and volatility, contracts surrender rates and mortality.

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AXAs
  insurance liabilities also includeunpaid
  claims and claim expenses(15%
  of total liabilities at December 31, 2003). The property & casualty claims
  reserves are determined on a basis to cover the total cost of settling an insurance
  claim. With the exception of disability annuities, that are deemed structured
  settlements, the claims reserves are not discounted. The claims reserves include
  the claims incurred and reported in the accounting period, claims incurred but
  not reported (IBNR) in the accounting period and costs associated
  with the claims settlement management. The claims reserve is based upon estimates
  of the expected losses for all lines of business taking into consideration managements
  judgment on the anticipated level of inflation, regulatory risks and the trends
  in cost and frequency of claims, actual against estimated claims experience,
  other known trends and development, and local regulatory requirements.

The
  costs of acquiring new and renewal business that vary with and are primarily
  related to the production of new business are specifically identified and deferred
  by establishing an asset, referred to asdeferred
  policy acquisition costs (DAC).The
  extent to which acquisition costs are deferred is a significant factor in that
  business reported profitability in any given period. In addition, and
  in respect of in-force insurance business acquired in a business combination,
  the present value of future profits attributable to that business is recorded
  at acquisition date, beingValue
  of Purchased Life Business in Force (VBI).In
  principal, the value of insurance liabilities at date of acquisition net of
  VBI represents the estimated fair value of such business on such date. The extent
  to which VBI is calculated will depend on assumptions used to estimate the future
  profitability of the contracts acquired including the discount rate used. In
  respect of amortization of DAC and VBI on certain types of insurance contracts,
  the amortization may be affected by changes in estimated gross profits or margins
  principally related to investment return, mortality and expense margins, lapse
  rates and anticipated surrender charges. Should revisions to estimated gross
  profits or margins be required, the effect is reflected in earnings in the accounting
  period that the assumptions are revised. Recoverability is assessed at least
  on an annual basis.

AXA
  providesdefined
  benefit pension plansin
  various forms covering eligible employees across its operations. There are several
  assumptions that impact the actuarial calculation of pension plan obligations
  (that is, the projected benefit obligation) and, therefore, the net periodic
  pension cost reflected in the financial statements. The net periodic pension
  cost is the aggregation of the compensation cost of benefits promised, interest
  cost resulting from deferred payment of those benefits, and investment results
  of assets dedicated to fund those benefits. Each cost component is based on
  best estimates of long-term actuarial and investment return assumptions. Actual
  experience different from that assumed generally is recognized prospectively
  over future periods. In addition and under U.S. GAAP only, an additional minimum
  pension liability is recognized if the accumulated benefit obligation (ABO)
  is in excess of the fair value of plan assets at measurement date (as measured
  separately for each defined benefit plan). The ABO represents the measurement
  of pension obligations relating to services performed by active, terminated,
  and retired employees and uses the same assumptions as used for the projected
  benefit obligation except for the fact that it does not take account of future
  salary increases through to retirement date but instead determines the value
  of the obligation based on past and current salary levels at the current measurement
  date. The after-tax charge for the additional minimum liability, if any, is
  recognized in accumulated other comprehensive income (a separate component of
  shareholders equity) and not through operating results. The assumptions
  used may differ from actual result due to changing financial market and economic
  conditions, changes to terms and conditions of the plans, and longevity of participants.

AXA
  reviewsgoodwillarising
  from business combinations when there is an indication that impairment may have
  taken place, or at a minimum on an annual basis. At December 31, 2003, the goodwill
  asset totaled12,874
  million.

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Indications
  of impairment include any events or changes in circumstances that indicate that
  the carrying amount of goodwill may not be recoverable and, therefore, there
  is an element of judgment in (i) evaluating when the indication of an impairment
  is significant enough to require a full test to be undertaken, and (ii) determining
  the fair value to be used to assess recoverability of the carrying value. The
  valuation techniques include market quotations and expected discounted cash
  flows taking account of current shareholder net assets value plus future profitability
  on business in-force and profitability value on future new business. As at December
  31, 2003, the goodwill asset impairment test did not indicate that this asset
  was impaired. However, future tests may be based upon different assumptions
  and market/economic conditions, which may or may not result in impairment of
  this asset in future periods. In addition, changes in market, economic or other
  conditions may affect the value of goodwill. Should impairment occur, any loss
  could reduce materially the value of the goodwill asset with a corresponding
  charge recorded against income.

Under
  French GAAP, valuation allowances are recorded against deferred tax assets unless
  under an economic approach (based on thorough analysis of future statutory profits)
  thedeferred
  tax assetsare
  deemed recoverable. US GAAP gives greater weight to previous cumulative losses
  than the outlook for future profitability when determining whether deferred
  taxes are realizable.

In
  respect ofScope
  of Consolidation,AXA
  includes in its French GAAP consolidated financial statements the accounts and
  activities of the holding companies and AXA subsidiaries (see Note 3 to the
  consolidated financial statements included elsewhere in this annual report).
  Consolidation is based on whether AXA exercises controlling influence, which
  is presumed when AXA directly or indirectly holds at least 40% of the voting
  rights and no other shareholder directly or indirectly holds a percentage interest
  greater than that held by AXA. However, in accordance with French GAAP certain
  activities involving structured investment transactions, real estate joint ventures
  and limited partnerships arrangements may not be consolidated if such investments
  are principally held by AXAs insurance entities. Under the U.S GAAP voting
  interest model, consolidation is based on whether AXA has a majority interest
  based on voting rights (direct or indirectly held) of more than 50%, regardless
  of whether or not such interest are held by the insurance entities. In addition
  and in respect of variable interest entities, even though AXA may not hold more
  than 50% of the voting rights of the entity, AXA may be deemed to be the primary
  beneficiary and, therefore, may be required to consolidate such investment vehicles
  under the U.S. GAAP variable interest model. The accounting rules
  for the determination of the primary beneficiary are complex and require evaluation
  of the contractual rights and obligations associated with each party involved
  in the entity, an estimate of the entitys expected losses and expected
  residual returns and the allocation of such estimates to each party. All significant
  intercompany transactions and balances except those with discontinued operations
  are eliminated in consolidation.

Consolidated
  Operating Results

In
  2003, the Life & Savings segment did not include any longer the contribution
  of the UK health activities, presented from January 1, 2003 in the Property
  & Casualty segment. UK health activities accounted for1,134
  million and1,156
  million of gross written premiums in 2002 and 2001 respectively, and for52
  million and22
  million of net income Group share in 2002 and 2001 respectively. As a consequence,
  pro forma financial data for 2002 and 2001 figures are provided and commentaries
  presented here below are based on a constant structural basis.

/77



CONSOLIDATED
  GROSS REVENUES

The table below
  presents gross revenues by segment after the elimination of inter-company transactions
  for the periods indicated.



|                                                    |                          |  |        |  |        | 
|--------------------------------------------------- | ------------------------ |  | ------ |  | ------ | 
|Consolidated
      gross revenues(a)                |                         
|                                                    |                          |  |        |  |        | 
|                                                    | Years ended December 31, | 
|(in euro millions)                                  | 2003                     |  | 2002   |  | 2001   | 
|                                                    |                          |  |        |  |        | 
|Life & Savings                                      | 46,799                   |  | 48,586 |  | 48,399 | 
|Property & Casualty                                 | 17,098                   |  | 15,948 |  | 15,896 | 
|International Insurance                             | 3,972                    |  | 5,762  |  | 5,678  | 
|Asset Management                                    | 2,922                    |  | 3,411  |  | 3,730  | 
|Other Financial Services                            | 836                      |  | 1,020  |  | 1,128  | 
|                                                    |                          |  |        |  |        | 
|TOTAL                                               | 71,628                   |  | 74,727 |  | 74,832 | 
|                                                    |                          |  |        |  |        | 
|(a) After elimination of intercompany transactions. |                          |  |        |  |        | 
|                                                    |                          |  |        |  |        | 

The following
  commentary on segment contribution to AXAs consolidated gross revenues
  is based on financial data after the elimination of inter-company transactions,
  as detailed in Note 32 segment information in the notes to the consolidated
  financial statements included elsewhere in this annual report.

YEAR ENDED DECEMBER
  31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Consolidated
  gross revenuesfor
  the full-year 2003 were71,628
  million, down by 4.1% on a current basis, mainly as a result of thesignificant
  appreciation of the Euromainly
  against US dollar, Yen and British pound (5.5
  billion impact or 7.4%). Other scopes differences compared to the same
  period last year (sale of AXA Austria, AXA Hungary, AXA Australia Health activities,
  and International insurance business in run-off in the United States) also contributed
  to the decrease (1.4
  billion).

On a comparable
  basis,consolidated
  revenues were up +5.3%, showing a sustained growth throughout the year.

Life & Savingsrevenues
  growth was+8.5%,with
  positive performance recorded in most countries, in particular in theUnited
  States(+29.1%),Belgium(+25.9%),Germany(+9.2%),France(+4.4%)
  andJapan(+6.2%);
  this growth was partly offset by the decrease in theUK(11.2%)
  mainly as a result of AXAs withdrawal from the With-Profit
  bonds market since July 2002, followed by significant reductions in the overall
  With-Profit bond market, and inSpain(44%)
  since 2002 revenues had benefited from large Group single contracts relative
  to pension fund outsourcing. TheUSrevenues
  were favorably impacted by the strong sales of the Variable Annuity Accumulator
  Series launched in April 2002, despite large Institutional Separate Account
  premiums related to Equitable Life benefit plans registered in 2002 (excluding
  this item, revenues grew by +35%).Belgium
  and Germanybenefited
  from a high level of sales on non-unit linked products, interest-linked products
  in Belgium and Group pension funds in Germany (newly established Pensionskasse).Japanrevenues
  growth was driven by continued conversions progress, higher margins on individual
  health sales, strategic bancassurance agreements, partly compensated by lower
  Group pension transfers.Francebenefited
  from growth in individual general accounts premiums and new Group business.

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Property
  & Casualty:gross
  written premiums were up +4%, showing good performance in all major countries,
  especially in France (+5.9%), the UK (+3.6%). This growth was achieved through
  successful rates increases and positive net inflows despite the continuing application
  of strict underwriting policies. Personal lines grew by +3%. This was attributable
  to both the Motor business (+2%) especially in France, Germany, and Belgium,
  due to a combination of moderate rates increases and portfolio growth, and the
  non-Motor business (+4%) mainly in the UK benefiting from new partnerships agreements.
  Commercial lines also grew by +8%, mainly attributable to France and the UK,
  due to significant tariff increases in all lines of business, combined with
  a strict underwriting policy and portfolio pruning.

International
  insurancerevenues
  were down 10.9%, pulled by AXA RE (17.7%), reflecting (i) continued
  stringent underwriting policy aiming at reducing the risk exposure of the portfolio
  while focusing the P&C portfolio on more profitable business, and (ii) a
  2002 non-recurring revision on prior year premiums (+271
  million). AXA Corporate Solutions Assurance also showed a 3.9% decrease,
  reflecting lower premiums on Aviation, reduced exposure to selected business
  lines, and a decrease in property line following the reshuffling of the UK portfolio,
  only partly offset by the growth in the Casualty line due to rates adjustments
  and new business.

Asset
  managementfees,
  commissions and other revenues were nearly flat at 0.3%, both in Alliance
  Capital (-0.4%) and AXA Investment Managers (+0.5%), recovering in the second
  half of the year due to stronger equity markets.

Other
  financial servicesdecrease
  in revenues (19.2%) was mainly attributable to AXA Bank Belgium (21.8%),
  as a result of lower revenues on off balance-sheet products, on inter-bank operations
  and on fixed income portfolio, despite higher volume of mortgage loans.

YEAR
  ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Consolidated
  gross revenueswere
  down by105
  million to74,727
  million in 2002, or a decrease of 0.14%. The decrease was mainly due to negative
  impacts from:

- A
    stronger euro currency, primarily against the yen and U.S.dollar (on a constant
    exchange rate, consolidated gross revenues would have been2,136
    million higher).
- Starting
    January 1, 2002, the de-consolidation or change in consolidation
    method for small entities (for which premiums did not exceed 0.15% of AXAs
    consolidated gross revenues), amounting to532
    million. AXA now accounts for the following as investments under the equity
    method: Turkey Life & Savings and Property & Casualty operations,
    Hong Kong and Singapore Property & Casualty operations and Direct Seguros
    in Spain.

On
  a comparable basis,consolidated
  gross revenues increased by 4.6%.

Life
  & Savings Segment.Gross
  revenues were stable year on year (or were up by 5.5% on a comparable basis).
  The United States (up by 15.4%) had very good performance primarily due to strong
  sales on the new variable annuity product launched in April 2002 and to strong
  first quarter sales of a new Fixed Annuity product (SPDA) launched in September
  2001. Japan (up by 28.8%) was driven by a sharp increase in Group pension premiums
  following acquisition of additional shares in several large contracts. This
  strong growth was partly offset by a lower performance from France (down by
  5.4%) and the UK (down by 6.5%), as both were strongly impacted by poor stock
  market conditions driving customers away from unit-linked product sales. This
  trend was accelerated in the UK by the withdrawal from the With-Profit
  bond market in July 2002, consistent with the long held strategy of prudent
  financial management of financial strength.

/79



Property
  & Casualty Segment.Gross
  written premiums were relatively stable year on year (or up by 5.7% on a comparable
  basis), which included strong performance in the UK (up by 12.6%) and France
  (up by 6.3%), driven by strong rates increases, combined with limited effects
  of stricter underwriting policies.

International
  Insurance Segment.Gross
  revenues were relatively stable year on year (or up by 4.6% on a comparable
  basis): AXA Corporate Solutions (up by 4.1%), due to the favorable impact of
  rate increases, partly offset by a decrease in Reinsurance, mainly due to 2001
  non-recurring premiums (September 11, 2001 reinstatement premiums).

Asset
  Management Segment.Gross
  revenues were down by 8.6% (or a decline by 7.2% on a comparable basis). The
  decrease was mainly attributable to Alliance Capital (down by 8.4%), where the
  drop in the financial markets impacted the value of assets under management.
  Despite these unfavorable effects, overall, the Groups asset managers
  collected7.8
  billion of net new money.

CONSOLIDATED
  NET INCOME

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

|                                                   |                          |  |          |  |          | 
|-------------------------------------------------- | ------------------------ |  | -------- |  | -------- | 
|Net Income                                         |                         
|                                                   |                          |  |          |  |          | 
|                                                   | Years ended December 31, | 
|(in euro millions)                                 | 2003                     |  | 2002     |  | 2001     | 
|                                                   |                          |  |          |  |          | 
|Gross written premiums                             | 67,306                   |  | 69,723   |  | 69,471   | 
|Bank revenues                                      | 820                      |  | 1,012    |  | 1,127    | 
|Fees, commissions and other revenues               | 3,503                    |  | 3,992    |  | 4,234    | 
|                                                   |                          |  |          |  |          | 
|Gross revenues                                     | 71,628                   |  | 74,727   |  | 74,832   | 
|                                                   |                          |  |          |  |          | 
|Change in unearned premium reserves                | 320                      |  | (382)    |  | (355)    | 
|Net investment result (a)                          | 26,935                   |  | (8,713)  |  | (1,244)  | 
|                                                   |                          |  |          |  |          | 
|Total revenues                                     | 98,883                   |  | 65,632   |  | 73,233   | 
|                                                   |                          |  |          |  |          | 
|Insurance benefits and claims                      | (81,317)                 |  | (47,922) |  | (56,668) | 
|Reinsurance ceded, net                             | (1,113)                  |  | (523)    |  | 1,163    | 
|Insurance acquisition expenses                     | (5,798)                  |  | (5,891)  |  | (6,394)  | 
|Bank operating expenses                            | (502)                    |  | (600)    |  | (838)    | 
|Administrative expenses                            | (7,567)                  |  | (8,098)  |  | (8,775)  | 
|                                                   |                          |  |          |  |          | 
|Income before income tax expense                   | 2,587                    |  | 2,597    |  | 1,721    | 
|                                                   |                          |  |          |  |          | 
|Income tax expense                                 | (536)                    |  | (426)    |  | (45)     | 
|Equity in income (loss) of unconsolidated entities | 41                       |  | 23       |  | 17       | 
|Minority interests                                 | (243)                    |  | (368)    |  | (385)    | 
|Goodwill amortization                              | (844)                    |  | (877)    |  | (788)    | 
|                                                   |                          |  |          |  |          | 
|NET INCOME                                         | 1,005                    |  | 949      |  | 520      | 
|                                                   |                          |  |          |  |          | 

|(a) | For the periods ended December 31, 2003, 2002, and 2001,
      the change in fair value of separate accounts had impacted the net investment
      result for respectively Euro +14,949 million, Euro -17,576 million and Euro
      -11,613 million and insurance benefits and claims respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/80



|                         |                          |  |       |  |       | 
|------------------------ | ------------------------ |  | ----- |  | ----- | 
|Net Income               |                         
|                         |                          |  |       |  |       | 
|                         | Years ended December 31, | 
|(in euro millions)       | 2003                     |  | 2002  |  | 2001  | 
|                         |                          |  |       |  |       | 
|Life & Savings           | 671                      |  | 1,063 |  | 922   | 
|Property & Casualty      | 448                      |  | (19)  |  | 52    | 
|International Insurance  | 142                      |  | (176) |  | (386) | 
|                         |                          |  |       |  |       | 
|Total Insurance          | 1,261                    |  | 869   |  | 588   | 
|                         |                          |  |       |  |       | 
|Asset Management         | (24)                     |  | 218   |  | 153   | 
|Other Financial Services | 138                      |  | 119   |  | 97    | 
|                         |                          |  |       |  |       | 
|Total Financial services | 115                      |  | 337   |  | 250   | 
|                         |                          |  |       |  |       | 
|Holding companies        | (371)                    |  | (257) |  | (318) | 
|                         |                          |  |       |  |       | 
|NET INCOME               | 1,005                    |  | 949   |  | 520   | 
|                         |                          |  |       |  |       | 

YEAR ENDED DECEMBER
  31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

The 2003net
  incomereached1,005
  million, or a+56
  million increase compared to 2002, mainly due to higher operating results, partly
  offset by the unfavorable impact of exchange rates (115
  million), principally in the Life & Savings segment (126
  million).

Goodwill amortizationdecreased
  by34
  million, favorably impacted by the strengthening of euro against foreign currencies
  (+48
  million impact), primarily US dollar and Yen. On a constant exchange rate basis,
  goodwill amortization increased by14
  million.

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

Life &
  Savings Segment

The contribution
  to AXAs 2003 consolidated net income was671
  million, down by392
  million (or341
  million excluding UK Health business presented from January 1, 2003 in the Property
  & Casualty segment). This decrease was partly attributable to the unfavorable
  impact of exchange rates fluctuation (126
  million, of which138
  million related to the United States). At constant exchange rates, the decrease
  was215
  million The decrease was mainly attributable to the (i) United Kingdom (242
  million) driven by a lower technical margin and the impact of 2002 non-recurring
  tax profits, (ii) Japan (206
  million) mainly as a result of an additional valuation allowance on deferred
  tax asset and higher other than temporary impairment on assets, and Germany
  (31
  million) due to higher other than temporary impairment on assets. These unfavorable
  items were partly offset by an improvement in the United States (+200
  million) as a result of higher technical results, and higher net investment
  gains, and in Hong-Kong (+85
  million) due to higher net capital gains.

Property &
  Casualty Segment

The contribution
  to AXAs 2003 consolidated net income was448
  million, up by467
  million (or415
  million including UK Health business). This increase was attributable to most
  entities mainly as a result of significantly improved operational performance.
  The Group combined ratio improved by 5 points to 101.4%, or 4 points on a constant
  structural basis1,
  mainly driven by an improvement of the accounting all accident years loss ratio
  by 4 points or 3.7 points on a constant structural basis to 74.3%. This performance
  was partly offset by lower earnings in Germany (104
  million), mainly as a result of lower investment income.

(1) Including
  UK health activities.

/81



International
  Insurance Segment

The
  contribution to AXAs 2003 consolidated net income was142
  million, compared to a loss of176
  million in 2002, or an increase of+318
  million. This improvement was reflected in both Reinsurance and large risk operations
  improved technical results. Their contribution to the318
  million was195
  million and116
  million for AXA RE and AXA Corporate Solutions Assurance respectively.

Asset
  Management Segment

The
  contribution to AXAs 2003 consolidated net income was24
  million, down by242
  million compared to 2002. This trend was mainly due to Alliance Capital, showing
  a256
  million decrease, or264
  million at constant exchange rates. Alliance Capital was unfavorably impacted
  by (i) the non repeated impact of the 2002 exceptional profit related to the
  exercise by the former shareholders of Sanford Bernstein of their liquidity
  put option (148
  million net Group share impact), and (ii) a charge recorded in 2003 for legal
  proceedings and mutual funds investigation settlement matters (124
  million net Group share impact, at constant exchange rates).

Other
  Financial Services Segment

The
  contribution to AXAs 2003 consolidated net income was138
  million, up by20
  million. This improvement was mainly attributable to AXA Bank Belgium (+47
  million) due to higher capital gains, partly offset by French Banks (6
  million) in connection with the integration cost of Banque Directe, and other
  entities (21
  million), which benefited from a lower level of positive run-off development.

The
  activities from theholding
  companiesresulted
  in a net loss of371
  million in 2003 as compared to a net loss of257
  million in 2002. The increase in the net loss was mainly due to AXA S.A (higher
  financial charges), other French holdings (high level of capital gains in 2002),
  and Australia New Zealand holdings (sale of AXA Asia Pacific Holdings
  health operations in August 2002), partly offset by a significant improvement
  in Germany holdings (higher capital gains and lower tax charge).

YEAR
  ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

The
  2002net
  incomeof949
  million was significantly higher as compared to 2001, or an increase of429
  million. The 2002 net income included:

- The cost of September 11, 2001 U.S. terrorist attacks in 2001 was 846
    million (before tax and net of reinsurance), or a 561 million impact
    against net income. A further 143 million (before tax and net of reinsurance)
    or 89 million net Group share, was accounted for in the International
    Insurance Segment in the first half of 2002 due to the complexity of the claims
    and the time lag in reporting the information to the ceding company.

The
  2002 net income also included235
  million fromexceptional
  operationsrelating
  to:

- The
    capital gain of87
    million realized on the sale of AXA Asia Pacific Holdings health activities,
    and
- An
    exceptional profit of148
    million in Alliance Capital, as a result of the partial release (277
    million) of the provision set up in 2000 to offset the dilution gain when
    acquiring Sanford C. Bernstein, Inc. This release was due to the buy-back
    of 8.16 million private units in Alliance Capital to the former shareholders
    of Sanford Bernstein, after these shareholders exercised their liquidity put
    option; it generated an additional goodwill, which was entirely amortized
    over the year (129
    million at average exchange rate).

/82



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

Life
  & Savings segment

The
  contribution to AXAs consolidated net income (increased by141
  million to1,063
  million in 2002) was mainly due to lower valuation allowances on equity securities
  as compared to 2001.

Property
  & Casualty segment

The
  combined ratio strongly improved by 6 points to 106.5% from 112.5%, or 5.7 points
  on a comparable basis (excluding the UK Discontinued business now presented
  in the International Insurance segment), reflecting a strong technical improvement
  in all major entities, driven by the impacts of stricter underwriting measures
  and rate increases, and despite the impact of natural disasters in 2002. There
  was better operational performance in all major countries that was negatively
  impacted by the lower level of net capital gains in connection with the continuing
  unfavorable global financial market conditions. Overall, the Property &
  Casualty segment had a net loss of19
  million, down by71
  million as compared to 2001.

International
  Insurance segment

The
  contribution to AXAs consolidated net income improved from a net loss
  of406
  million in 2001 to a net loss of176
  million in 2002. This improvement was mainly due to (i) lower cost in 2002 compared
  to 2001 primarily in respect of the U.S. terrorist attacks on September 11,
  2001 (89
  million in 2002 as compared to515
  million in 2001).

Asset
  Management segment

The
  contribution to AXAs consolidated net income in 2002 increased by65
  million to218
  million mainly due to Alliance Capital, in respect of an increase primarily
  due to the buyback of Alliance Capital units in connection with the Sanford
  C. Bernstein transaction partly offset by additional amortization of goodwill
  related to the Bernstein transaction and lower margins in light of the continued
  decline in equity markets.

Other
  Financial Services segment

The
  contribution to net income in 2002 of119
  million (or an increase of22
  million as compared to 2001) was due to a lower level of goodwill amortization
  (down by36
  million) that was partly offset by a decrease in income before income tax expense
  mainly due to AXA Bank Belgium and the French banks.

The
  activities from theholding
  companiesresulted
  in a net loss of257
  million in 2002 as compared to a net loss of318
  million in 2001. The results include a one-off profit from the sale of AXA Asia
  Pacific Holdings health operations in August 2002 and lower interest expense
  in 2002, that was partly offset by a sharp decrease in net capital gains of145
  million.

/83



CONSOLIDATED
  SHAREHOLDERS EQUITY

At
  December 31, 2003, consolidated shareholders equity totaled23.4
  billion. The movement in shareholders equity since December 31, 2000 is
  presented in the table below:

|                                                                     |                      |  |                    |                    |  | 
|-------------------------------------------------------------------- | -------------------- |  | ------------------ | ------------------ |  | 
|                                                                     |                      |  |                    | Number of ordinary | 
|                                                                     | Shareholders Equity |  | shares outstanding |                   
|                                                                     | (in euro millions)   |  | (in millions)      |                   
|                                                                     |                      |  |                    |                    |  | 
|At December 31, 2000                                                 | 24,322               |  |                    | 1,665              |  | 
| Impact of New French
      GAAP restatements                       | (593)                |  |                    |                   |  | 
| Conversion of 4.5%
      mandatorily convertible bonds at maturity | 320                  |  |                    | 29                 |  | 
| Capital increase
      in January 2001 (buyout of remaining        |                      |  |                    |                    |  | 
|AXA
      Financial, Inc. Common shares outstanding) (a)             | 737                  |  |                    | 20                 |  | 
| Impact of change
      in methodology                              |                      |  |                    |                    |  | 
|(AXA
      Equity & Law Inherited Estate)                            | (79)                 |  |                    |                   |  | 
| Exercise of share
      options                                    | 31                   |  |                    | 3                  |  | 
| Capital increase
      (Employee share purchase program)           | 321                  |  |                    | 18                 |  | 
| Cash dividend                                                      | (1,053)              |  |                    |                   |  | 
| Impact of foreign
      currency fluctuations                      | 300                  |  |                    |                   |  | 
| Other                                                              | (49)                 |  |                    |                   |  | 
|                                                                     |                      |  |                    |                    |  | 
|December 31, 2001 (before net income
      for the year)             | 24,259               |  |                    | 1,734              |  | 
| Net income for
      the year 2001                                 | 520                  |  |                    |                   |  | 
|At December 31, 2001                                                 | 24,780               |  |                    | 1,734              |  | 
| Capital increase
      (Employee share purchase program)           | 254                  |  |                    | 27                 |  | 
| Exercise of share
      options                                    | 8                    |  |                    | 1                  |  | 
| Cash dividend                                                      | (1,117)              |  |                    |                   |  | 
| Impact of foreign
      currency fluctuations                      | (1,197)              |  |                    |                   |  | 
| Other                                                              | 34                   |  |                    |                   |  | 
|                                                                     |                      |  |                    |                    |  | 
|December 31, 2002 (before net income
      for the year)             | 22,762               |  |                    | 1,762              |  | 
| Net Income                                                         | 949                  |  |                    |                   |  | 
|At December 31, 2002                                                 | 23,711               |  |                    | 1,762              |  | 
| Employee stock
      purchase program (July and December 2003)     | 189                  |  |                    | 15                 |  | 
| Exercise of share
      options                                    | 8                    |  |                    | 1                  |  | 
| Cash dividends
      (b)                                           | (680)                |  |                    |                   |  | 
| Impact of foreign
      currency fluctuations                      | (985)                |  |                    |                   |  | 
| Other (c)                                                          | 154                  |  |                    |                   |  | 
|                                                                     |                      |  |                    |                    |  | 
|December 31, 2003 (before net income
      for the year)             | 22,397               |  |                    | 1,778              |  | 
| Net Income                                                         | 1,005                |  |                    |                   |  | 
|At December 31, 2003                                                 | 23,401               |  |                    | 1,778              |  | 
|                                                                     |                      |  |                    |                    |  | 

|(a) | In connection with the December 2000 buyout of minority
      interests in AXA Financial.                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes the cash dividend paid of599
      million and supplemental tax charge arising from such distribution of81
      million.                                                                                                                                                                                                                                                                                                                                       
|(c) | Including181 million in counterpart
      of an exceptional amortization of a goodwill which was offset against shareholders
      equity in 1997 at the time of purchase of Germany operations by the Group.
      This exceptional amortization of goodwill has been posted following the
      release of a provision set-up at the time of acquisition, this release was
      due to the disposal, during 2003, of KölnischeRückversicherung
      JV to General Ré.

/84





EARNINGS PER SHARE (EPS)

|                                         |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 
|---------------------------------------- |  | --------- |  | ------------- | ------------ | ----- | -------------- | ------------- | ------- |  | ----- |  | ------------- |  |  | ---- |  | 
|                                         |  | Full Year |  |               | Var. FY 2003 |      
|(in euro millions except ordinary shares |  | 2003      |  | 2002          |              |       | versus FY 2002 |              
|in millions and percentages)             |  | Basic     |  | Fully diluted |              | Basic |                | Fully diluted |         |  | Basic |  | Fully diluted | 
|                                         |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 
|Net income                               |  | 1,005     |  | 1,005         |              |       | 949            |               | 949     |  |       |  |              |  |  |     |  | 
|                                         |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 
|Weighted average number                  |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 
|of shares outstanding                    |  | 1,763.7   |  | 1,790.1       |              |       | 1,736.1        |               | 1,739.1 |  |       |  |              |  |  |     |  | 
|                                         |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 
|Net income Per Ordinary Share            |  | 0.57      |  | 0.56          |              |       | 0.55           |               | 0.55    |  |       |  | 4.2%          |  |  | 2.9% |  | 
|                                         |  |           |  |               |              |       |                |               |         |  |       |  |               |  |  |      |  | 

RETURN ON EQUITY (ROE)

|                                   |        |  |        |  |        |  |               |  |               |  |  |  | 
|---------------------------------- | ------ |  | ------ |  | ------ |  | ------------- |  | ------------- |  |  |  | 
|(in euro millions                  | FY     |  | FY     |  | FY     |  | Var. FY 2003/ |  | Var. FY 2002/ | 
|except variations in basis points) | 2003   |  | 2002   |  | 2001   |  | FY 2002       |  | FY 2001       | 
|                                   |        |  |        |  |        |  |               |  |               | 
|Net income                         | 1,005  |  | 949    |  | 520    |  |              |  |              | 
|Average Shareholders
      equity | 22,958 |  | 23,643 |  | 24,323 |  |              |  |              | 
|                                   |        |  |        |  |        |  |               |  |               |  |  | 
|Annualized ROE                     | 4.4%   |  | 4.0%   |  | 2.1%   |  | 0.4 bp        |  | 1.9 bp        | 
|                                   |        |  |        |  |        |  |               |  |               | 

Life &
  Savings segment

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

|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|-------------------------------------------------------- | ----------------------- |  | ------------ |  | ---------- | -------- | -------- |  | ---------- |  |  | -------- | 
|Life
      & Savings Segment(a)                         
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|                                                         | Year ended December 31, | 
|                                                         |                         |  | 2002         |  | 2001       |         
|                                                         |                         |  | FAS 131      |  | French     |          | FAS 131  |  | French    
|(in euro millions)                                       | 2003                    |  | basis(b) (d) |  | GAAP basis |          | basis(b) |  | GAAP basis
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Gross written premiums                                   | 46,299                  |  | 46,972       |  |            | 48,080   |          |  | 46,811     |  |  | 47,921   | 
|Fees, commissions and other revenues                     | 513                     |  | 513          |  |            | 539      |          |  | 441        |  |  | 486      | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Gross revenues                                           | 46,812                  |  | 47,485       |  |            | 48,619   |          |  | 47,251     |  |  | 48,407   | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Change in unearned premium reserves                      | (6)                     |  | (7)          |  |            | (16)     |          |  | 16         |  |  | (2)      | 
|Net investment result (c)                                | 25,773                  |  | (10,672)     |  |            | (10,684) |          |  | (3,546)    |  |  | (3,531)  | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Total revenues                                           | 72,579                  |  | 36,805       |  |            | 37,920   |          |  | 43,721     |  |  | 44,875   | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Insurance benefits and claims (b)                        | (65,926)                |  | (30,120)     |  |            | (30,958) |          |  | (35,861)   |  |  | (36,744) | 
|Reinsurance ceded, net                                   | 84                      |  | 289          |  |            | 288      |          |  | 138        |  |  | 139      | 
|Insurance acquisition expenses                           | (2,797)                 |  | (2,738)      |  |            | (2,806)  |          |  | (3,119)    |  |  | (3,193)  | 
|Administrative expenses                                  | (2,457)                 |  | (2,741)      |  |            | (2,868)  |          |  | (3,172)    |  |  | (3,326)  | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Income before income tax expense                         | 1,483                   |  | 1,495        |  |            | 1,575    |          |  | 1,708      |  |  | 1,751    | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|Income tax expense                                       | (289)                   |  | (98)         |  |            | (119)    |          |  | (469)      |  |  | (481)    | 
|Equity in income (loss) of unconsolidated
      entities | 19                      |  | (7)          |  |            | (7)      |          |  | 16         |  |  | 16       | 
|Minority interests                                       | (119)                   |  | (68)         |  |            | (68)     |          |  | (48)       |  |  | (48)     | 
|Goodwill amortization                                    | (423)                   |  | (312)        |  |            | (319)    |          |  | (307)      |  |  | (315)    | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 
|NET INCOME                                               | 671                     |  | 1,012        |  |            | 1,063    |          |  | 900        |  |  | 922      | 
|                                                         |                         |  |              |  |            |          |          |  |            |  |  |          | 

|(a) | Before elimination of intercompany transactions.                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | UK Health business has been transferred to UK Property
      & Casualty segment. Consequently FY 2002 and FY 2001 have been represented
      to exclude UK Health business.                                                                                                               
|(c) | For the periods ended December 31, 2003, 2002, and 2001,
      the change in fair value of separate accounts had impacted the net investment
      result for respectively+14,949 million,17,576
      million and11,613 million and insurance benefits
      and claims respectively.
|(d) | In reference to FASB Statement 131, Segment Information
      (FAS 131).                                                                                                                                                                                                               

/85



|                                            |                          |  |          |  |            |        |          |  |            |  | 
|------------------------------------------- | ------------------------ |  | -------- |  | ---------- | ------ | -------- |  | ---------- |  | 
|Gross Revenues                             
|                                            |                          |  |          |  |            |        |          |  |            |  | 
|                                            | Years ended December 31, | 
|                                            |                          |  | 2002     |  | 2001      
|                                            |                          |  | FAS 131  |  | French     |        | FAS 131  |  | French    
|(in euro millions)                          | 2003                     |  | basis(b) |  | GAAP basis |        | basis(b) |  | GAAP basis
|                                            |                          |  |          |  |            |        |          |  |            |  | 
|France                                      | 10,890                   |  | 10,432   |  |            | 10,432 |          |  | 11,001     |  | 
|United States (a)                           | 13,732                   |  | 12,726   |  |            | 12,726 |          |  | 11,642     |  | 
|United Kingdom (a)                          | 5,831                    |  | 7,228    |  |            | 8,362  |          |  | 7,930      |  | 
|Japan                                       | 6,078                    |  | 6,428    |  |            | 6,428  |          |  | 5,475      |  | 
|Germany                                     | 3,428                    |  | 3,141    |  |            | 3,141  |          |  | 2,998      |  | 
|Belgium                                     | 2,050                    |  | 1,629    |  |            | 1,629  |          |  | 1,686      |  | 
|Others countries                            | 4,802                    |  | 5,900    |  |            | 5,900  |          |  | 6,520      |  | 
|                                            |                          |  |          |  |            |        |          |  |            |  | 
|TOTAL                                       | 46,812                   |  | 47,485   |  |            | 48,619 |          |  | 47,251     |  | 
|                                            |                          |  |          |  |            |        |          |  |            |  | 
|Intercompany transactions                   | (13)                     |  | (33)     |  |            | (33)   |          |  | (8)        |  | 
|                                            |                          |  |          |  |            |        |          |  |            |  | 
|Contribution to consolidated gross revenues | 46,799                   |  | 47,452   |  |            | 48,586 |          |  | 47,243     |  | 
|                                            |                          |  |          |  |            |        |          |  |            |  | 

|(a) | Gross written premiums, plus fees, commissions and other
      revenues.                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | UK Health business has been transferred to UK Property
      & Casualty segment. Consequently FY 2002 and FY 2001 have been restated
      to exclude UK Health business.



|                   |                          |  |          |  |            |       |          |  |            |  |  |      
|------------------ | ------------------------ |  | -------- |  | ---------- | ----- | -------- |  | ---------- |  |  | -----
|Net Income         |                         
|                   |                          |  |          |  |            |       |          |  |            |  |  |      
|                   | Years ended December 31, | 
|                   |                          |  | 2002     |  | 2001      
|                   |                          |  | FAS 131  |  | French     |       | FAS 131  |  | French    
|(in euro millions) | 2003                     |  | basis(b) |  | GAAP basis |       | basis(b) |  | GAAP basis
|                   |                          |  |          |  |            |       |          |  |            |  |  |      
|France             | 422                      |  | 429      |  |            | 429   |          |  | 342        |  |  | 342  
|United States      | 433                      |  | 370      |  |            | 370   |          |  | 367        |  |  | 367  
|United Kingdom     | (4)                      |  | 241      |  |            | 293   |          |  | 87         |  |  | 109  
|Japan              | (275)                    |  | (102)    |  |            | (102) |          |  | (161)      |  |  | (161)
|Germany            | (33)                     |  | (3)      |  |            | (3)   |          |  | 19         |  |  | 19   
|Belgium            | (60)                     |  | 2        |  |            | 2     |          |  | 59         |  |  | 59   
|Others countries   | 189                      |  | 75       |  |            | 75    |          |  | 187        |  |  | 187  
|                   |                          |  |          |  |            |       |          |  |            |  |  |      
|TOTAL              | 671                      |  | 1,012    |  |            | 1,063 |          |  | 900        |  |  | 922  
|                   |                          |  |          |  |            |       |          |  |            |  |  |      

|(a) | UK Health business has been transferred to UK Property
      & Casualty segment. Consequently FY 2002 and FY 2001 have been restated
      to exclude UK Health business.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
  2003, the Life & Savings segment accounted for 65% of AXAs consolidated
  gross revenues after elimination of intercompany transactions (stable compared
  to 2002 and 2001). The Life & Savings Segment was the primary contributor
  to AXAs 2003 (67%), 2002 and 2001 consolidated net income.

In
  2003, the Life & Savings segment did not include any longer the contribution
  of the UK health activities, presented from January 1, 2003 in the Property
  & Casualty segment. UK health activities accounted for1,134
  million and1,156
  million of gross written premiums in 2002 and 2001 respectively, and for52
  million and22
  million of net income Group share in 2002 and 2001 respectively. As a consequence,
  financial data for 2002 and 2001 is also provided under a FAS 131 basis
  (i.e. excluding the UK Health business) and commentaries presented here below
  are based on a constant structural basis.

/86



In
  2002, the operating results for the Life & Savings segment included the
  mutual fund sales business in Australia and New Zealand that were included in
  prior periods in the Asset Management segment under NMFM. The prior periods
  have not been restated for this change as the impact was not material.

The
  year on year commentaries below are based on the operating results of the segment
  before elimination of intercompany transactions (refer to Note 32 Segment
  information to the consolidated financial statements included elsewhere
  in this annual report for further information).

YEAR
  ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Gross
  revenues(before
  elimination of intercompany transactions) decreased by1,806
  million to46,812
  million, or672
  million on a constant structural basis1.
  This was mainly attributable to the unfavorable impact of exchange rates fluctuation
  (4,208
  million), largely offset by higher sales (+3,536
  million) at constant exchange rates.

This
  growth at constant exchange rates stemmed from the following countries: The
  United States (+3,709
  million to13,732
  million, or +29%), which continued to be driven by strong sales of the Variable
  Annuity Accumulator Series product;

- France
    (+458
    million to10,890
    million, or +4.4%), due to continued growth in individual general account
    premiums and new Group business;
- Japan
    (+396
    million to6,078
    million, or +6.1%), as a result of higher margin individual health sales,
    continued conversion programs and strategic bancassurance agreements, mitigated
    by a slowdown of Group pension transfers; and
- Belgium
    (+421
    million to2,050
    million, or +25.9%), and Germany Life and Health (+287
    million to3,428
    million or +9.1%), driven by strong sales of non-unit linked products.

These
  improvements were partly offset by a decrease in revenues in the following principal
  countries:

- In
    the United Kingdom (812
    million to5,831
    million, or 11.2%), following AXAs withdrawal from the With-Profit
    bonds market since July 2002. AXA responded to this by focusing on cautious
    investment products, which continue to drive sales performance in unsettled
    market conditions, and this resulted in higher sales of unit-linked bonds;
    AXA has begun to enhance its product range and will continue to mobilize its
    sales force to mitigate these market conditions in the mid term. New business
    on an Annual Premium Equivalent basis (APE) in the second half of the year
    2003 was 12% higher than in the same period in 2002;
- In
    Spain (375
    million to470
    million or 44%) since 2002 revenues had benefited from large group single
    premium contracts relative to pension fund outsourcing; and
- In
    Australia health activities (326
    million) and Austria and Hungary (123
    million), since these businesses were sold respectively in August 2002 and
    January 2003.

The
  net investment resultsignificantly
  improved by36,445
  million to25,773
  million in 2003. This increase was primarily attributable to:

- A positive change in fair value of separate account and UK With-Profit assets
    in 2003 of +14,949 million and +1,134 million respectively, as
    compared to negative impacts in 2002 (17,576 million and 3,444
    million respectively). This evolution was due to the partial recovery of stock
    markets The corresponding change in liabilities is shown in the Insurance
    benefits and claims below.(1) Excluding UK Health activities in 2002.

/87



- Lower
    net investment income by423
    million mainly stemming from the United States (491
    million). The decrease in the US was principally due to the unfavorable impact
    of exchange rates fluctuation of420
    million and lower investment yields. This deterioration was partly offset
    by improvements in Belgium (+67
    million) due to a higher level of technical reserves and higher dividend income
    and in the United Kingdom and Japan, the net investment result was up by+185
    million mainly on fixed maturity securities following the capital restructuring
    of AXA Sun Life funds in 2002, and+62
    million as a result of higher asset balance, partly offset by the impact of
    exchange rates fluctuation (respectively163
    million and64
    million). At constant exchange rates, investment income increased by+257
    million.
- Higher
    net capital losses in 2003 of849
    million compared to614
    million in 2002. This234
    million decrease reflected a higher other-than-temporary impairment charge
    on equity securities before tax and policyholders participation (915
    million), partly offset by lower impairment charge on fixed maturity securities
    (21
    million) and a higher level of net realized capital gains (660
    million).

The
  2003 impairment charge on equity securities of1,353
  million before allocation to policyholders participation and tax was principally
  from the following operations: Germany (565
  million), Japan (332
  million), Belgium (174
  million), France (160
  million), Italy (46
  million), and the United States (43
  million), as compared to438
  million charge in 2002 mainly due to: Belgium (112
  million), Hong-Kong (101
  million), Japan (62
  million), the United States (28
  million), France (24
  million), and the United Kingdom (23
  million).

The
  2003 impairment charge on fixed maturity securities of340
  million before allocation to policyholders participation and tax was principally
  from the following operations: United States (61
  million), Japan (176
  million), and Germany (92
  million). In 2002, it amounted to360
  million, principally attributable to the United States operations.

Net
  realized capital gains reached844
  million, showing a+660
  million increase. They included176
  million related to the disposal of Credit Lyonnais shares, of which109
  million in France,53
  million in the United Kingdom, and 14
  million in Belgium. Excluding this item, they were up+484
  million. This increase primarily related to equity securities (+567
  million), reflecting the recovery of financial markets, in France, Japan, Hong-Kong,
  and AXA Australia, which showed improved investment gains reflecting the favorable
  impact of the recovery of stock markets on trading assets. Germany also recorded
  higher capital gains, mainly on fixed maturity securities following the restructuring
  of its portfolio to better match assets liability durations. These improvements
  were partially offset by lower realized capital gains on real estate (278
  million), mainly attributable to the United States as 2002 benefited from higher
  gains and Spain as AXA Seguros had benefited in 2002 of large realized capital
  gains on real estate.

Insurance
  benefits and claimsincreased
  by35,806
  million to65,926
  million. This increase was mainly due to the operating growth in volumes, to
  the above-mentioned increase in change in fair value of separate account (unit
  linked) assets (mainly in France, the United States and the United Kingdom),
  and to the change in fair value of UK With-Profit assets. Furthermore, some
  entities recorded additional reserve strengthening, especially the UK, where
  non recurring strengthening of reserves were recorded as follows: (i)138
  million across a number of classes of business following a review of mortality
  and morbidity experience and model refinements, (ii)52
  million due to changes in the valuation of unit liabilities, and (iii)25
  million related to possible endowment miss-selling obligation on a best estimate
  basis at the date of the closing. This was partially offset by lower allocation
  to policyholders participation as a result of a higher impairment charge
  as described above.

/88



Total
  expenses includeacquisition
  cost and administrative expenses,which
  decreased by225
  million, or an increase by202
  million at constant exchange rates. This increase was mainly attributable to
  a higher level of commissions in the United States, Germany and in France consistent
  with strong new business, and in Japan from the combination of higher new business
  and change in product mix. As a result, acquisition cost increase by270
  million at constant exchange rates. This was partly offset by a reduction in
  administrative expenses by68
  million, as a result of the continuous efforts in most countries to reduce the
  cost base.

Income
  tax expenseincreased
  by191
  million to289
  million. The increase was mainly due to (i) France (77
  million), as a result of an increase in taxable income at full income tax rate,
  a lower proportion of income being taxed at nil or reduced rate; (ii) the United
  States (38
  million), as a result of higher taxable income and the absence of the 2002 tax
  benefit following settlement with IRS (152
  million), partly offset by a195
  million reduction resulting from the review of deferred tax position related
  to prior periods; (iii) the United Kingdom (95
  million) mainly as a result of the absence of the 2002 release of distribution
  tax recorded on the inherited estate attributed to AXA (111
  million), partly compensated by lower taxable income; (iv) Japan (32
  million), mainly driven by a149
  million tax valuation allowance on AXA Japans tax loss carry forward (compared
  to40
  million in 2002), partly compensated by lower taxable income; this was partially
  offset by a decreased tax charge in Germany (42
  million), as a result of lower taxable income.

Goodwill
  amortizationincreased
  by111
  million to423
  million, mainly as a result of an exceptional amortization in the United States
  of the goodwill recorded in 2000 when acquiring the minority interest of AXA
  Financial (106
  million). In 2003, following the review of deferred tax positions, AXA Financial
  recorded a non-recurring profit, which was partly offset by an exceptional amortization
  of the goodwill corresponding to the deferred tax positions related to periods,
  prior to AXAs 1992 acquisition of The Equitable Companies Incorporated.

Net
  incomedecreased
  by341
  million to671
  million. This decrease was partly attributable to theunfavorable
  impact of exchange rates fluctuation(126
  million, of which138
  million related to the United States). At constant exchange rates, the decrease
  was215
  million, and was mainly attributable to theUnited
  Kingdom(242
  million) driven by a lower technical margin following insurance reserves strengthening
  and the impact of 2002 non-recurring tax profits,Japan(206
  million) mainly as a result of an additional valuation allowance on deferred
  tax asset and higher valuation allowance on equity securities and fixed maturities,
  andGermany(31
  million) due to higher other than temporary impairment on equity securities
  and fixed maturities. These unfavorable items were partly offset by an improvement
  in theUnited
  States(+200
  million) as a result of higher technical results, and higher net investment
  gains, and inHong
  Kong(+85
  million) due to higher net capital gains.

YEAR
  ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Gross
  revenues(before
  elimination of inter-company transactions) increased by212
  million in 2002 as compared to 2001, mainly due to higher sales as discussed
  below.

In
  the United States, gross revenues increased by1,084
  million, or 9% (or 15% on a constant exchange rate basis). In particular, the
  company experienced strong sales in respect of its Variable Annuity Accumulation
  Series product line launched on April 1, 2002, and to high first quarter sales
  of the fixed annuity product (SDPA) launched in September 2001.

/89



In
  Japan, gross revenues increased by953
  million, or 17% (29% on a constant exchange rate basis), driven by sustained
  efforts to increase the sales of higher margin individual Health and Life products
  and the strong growth in Group pension business.

In
  Germany, gross revenues were up by143
  million, driven by an increase in non-unit linked investment and savings products
  (up by 8% and representing 97% of total investment and savings premiums) and
  a 13% increase in premiums from health business (22% of Germanys gross
  written premiums) due to continued adjustments to premium rates (24% increase
  in new business as well as higher customer loyalty due to changes in policy
  features).

These
  increases in gross revenues also included Spain (up by320
  million due to large group single premium contracts relative to pension fund
  outsourcing) and Italy (up by194
  million benefiting from a bank insurance distribution agreement signed in 2001).

The
  increases discussed above were partly offset by decreases in gross revenues
  from the operations in the UK (724
  million), France (569
  million), Australia/New-Zealand (660
  million) and Hong Kong (417
  million). The decreases in the UK and France were mainly attributable to continued
  unfavorable financial market performance, resulting in a lack of consumer confidence
  in equity backed products, including unit-linked products. In Australia/New
  Zealand the decrease was primarily due to the change in reporting year end in
  2001 that resulted in 15 months of activity included in the 2001 operating results.

In
  addition and consistent with its long held strategy of prudent financial management
  of its financial strength, the UK life and savings operations withdrew from
  the With Profit bond market in July 2002.

Net
  Investment resultdecreased
  by7,153
  million in 2002 as compared to 2001. This decrease was mainly due to (i) a decrease
  of6,365
  million relating to the change in fair value of separate accounts (unit linked)
  assets and UK With-Profit assets due to the decrease in the stock markets (the
  corresponding change in liabilities is shown in the Insurance benefits
  and Claims below) (ii) lower investment income by410
  million and (iii) a decrease in net investment gains by379
  million.

The
  2002 investment income was410
  million lower as compared to 2001 principally due to Japan (lower by352
  million due to lower bond yields in 2002 as a result of the 2001 restructuring
  of the bond portfolio in order to lower the risk profile).

The
  2002 net investment loss of661
  million was higher by379
  million as compared to 2001. This result was primarily attributable to (i) Australia,
  which had a319
  million decrease mainly reflecting the impact of declining equity markets on
  trading assets, (ii) Germany, which recorded48
  million in capital losses in 2002 as compared to realized capital gains of178
  million in 2001, (iii) France (lower by194
  million to89
  million) mainly on equity securities (down by228
  million) that was partly offset by a113
  million gain on the sale of shares in SIMCO (a French-listed real estate company),
  and (iv) the United States mainly due to realized capital losses of119
  million as gains on the sale of real estate (up by72
  million) were more than offset by higher losses on telecommunications, airlines
  and energy sector bonds. However, Japan recorded net investment gains of54
  million in 2002 as compared to net investment losses of-551
  million in 2001 (a change of605
  million), primarily due to the absence of a large valuation allowance (62
  million recorded in 2002 as compared to478
  million recorded in 2001) and 2001 included a higher level of net capital losses
  due to the portfolio restructuring.

/90



Overall,
  this decrease included a lower level of other-than-temporary impairment of equity
  securities of261
  million in 2002, as compared to a699
  million gross impairment charge recorded in 2001. The 2002 impairment charge
  of438
  million before allocation to policyholders participation and tax was principally
  from the following operations: Belgium (112
  million), Hong Kong (101
  million), Japan (62
  million), the United States (28
  million), France (24
  million), and the United Kingdom (23
  million), as compared to699
  million charge in 2001 mainly due to Japan (478
  million).

Insurance
  benefits and claimsdecreased
  by5,786
  million in 2002 as compared to 2001. This decrease was mainly due to the above-mentioned
  decrease in change in fair value of separate account (unit linked) assets and
  UK With-Profit assets, and a decrease in interest crediting/policyholders
  participation rates on certain types of insurance contracts due to the fall
  in asset values, both of which have a direct impact on the valuation of the
  underlying liabilities. This decrease was partly offset by a net increase in
  reserves primarily attributable to new business (i) in the U.S, from net sales
  in respect of certain variable and fixed annuity products launched in 2002 and
  2001, and (ii) in Japan, which had an increase in insurance reserves by1,294
  million in 2002 following the subscription of additional shares of Group pension
  contracts and losses resulting from anticipated conversions of customers from
  its medical term product in 2003. In addition, there was an increase in insurance
  reserves by159
  million (gross) relating to guaranteed minimum income benefit and death benefit
  features on variable annuity products (GMIB and GMDB)
  in 2002.

Total
  expenses includeinsurance
  acquisition expenses and administrative expenses,which
  decreased by387
  million and by458
  million, respectively, in 2002 as compared to 2001. The overall decrease was
  mainly driven by overall cost reduction actions implemented throughout the Group.
  In the U.S., administrative expenses decreased by255
  million in 2002 as compared to 2001 principally due to (i) overall net cost
  reductions of175
  million, in particular lower salary expense and consulting fees, and (ii) the
  absence of a118
  million charge for severance costs related to staff reductions incurred in 2001.
  Total expenses in the UK decreased by168
  million due to reduction in costs and lower volume of new business. In France,
  total expenses decreased by123
  million, mainly attributable to distribution expenses that were down by64
  million on group Life & Health business as a result of the new line of mortgage
  guarantee business successfully marketed in 2002. On savings products, distribution
  costs were down by18
  million mainly due to reduced sales. Other management expenses decreased by37
  million attributable to the AXA France cost cutting program resulting in reduced
  IT, advertising and consulting expenses.

Income
  tax expensedecreased
  by362
  million to119
  million in 2002 as compared to 2001. The decrease in income tax expense was
  mainly due the U.S. and the UK, which saw decreases of253
  million and128
  million, respectively. The decrease in the U.S. was due to a161
  million benefit resulting from the favorable treatment of certain tax matters
  related to separate account investment activity arising during the 1997-2001
  tax years and settlement with the U.S. Internal Revenue Service with respect
  to such tax matters for the 1992-1996 tax years, as well as the impact of lower
  pre-tax income. In the UK, distribution tax that was previously recorded on
  the inherited estate attributed to AXA was released in 2002 with a positive
  impact of111
  million as, in accordance with the scheme governing the financial reorganization,
  such inherited estate will not be distributed in the foreseeable future. This
  decrease was partly offset by an increase in income tax expense in Japan by101
  million mainly from the large increase in operating income before tax and the
  strengthening of the valuation allowance on deferred tax assets of40
  million.

Net
  incomeincreased
  by141
  million to1,063
  million in 2002 as compared to 2001, or an increase of 13%. This increase was
  primarily due to improvements in France (up87
  million), Japan (up54
  million) and the United Kingdom (up184
  million), which included a lower level of valuations allowances on equity securities
  in 2002 as compared to

/91



2000. These improvements
  were partly offset by Belgium (down57
  million), Germany (down22
  million), the Netherlands (down73
  million), and Italy (down34
  million). Goodwill amortization remained stable in 2002 as compared to 2001.

ANALYSIS OF
  INSURANCE GENERAL ACCOUNT INVESTMENT RESULTS

The following
  table summarizes the net investment results of AXAs Life & Savings
  operations for the principal categories of general account assets for the periods
  indicated. Certain invested assets and associated net investment results are
  not included, and net investment income is not reduced for investment expenses
  or interest expense on short-term and long-term debt. Accordingly, the net investment
  results summarized in the following table are not directly comparable to the
  net investment results discussed above.

|                                     |                          |  |         |  |         |  |         | 
|------------------------------------ | ------------------------ |  | ------- |  | ------- |  | ------- | 
|Life & Savings(a)                   
|                                     |                          |  |         |  |         |  |         | 
|                                     | Years ended December 31, | 
|                                     | 2003                     |  | 2002    |  | 2001    | 
|(in euro millions)                   | Yields                   |  | Amount  |  | Yields  |  | Amount  | 
|                                     |                          |  |         |  |         |  |         | 
|Fixed maturity investments:          |                          |  |         |  |         |  |         | 
|Net investment income                | 5.5%                     |  | 7,084   |  | 5.8%    |  | 7,336   | 
|Net realized gains (losses)          | 0.0%                     |  | (7)     |  | 0.4%    |  | 532     | 
|Net investment
      results         | 5.5%                     |  | 7,078   |  | 6.2%    |  | 7,868   | 
|Related assets at year end           |                          |  | 127,503 |  |         |  | 129,019 | 
|                                     |                          |  |         |  |         |  |         | 
|Equity investments                   |                          |  |         |  |         |  |         | 
|(including participating interests): |                          |  |         |  |         |  |         | 
|Net investment income                | 3.5%                     |  | 1,762   |  | 2.9%    |  | 1,545   | 
|Net realized gains (losses)          | 0.4%                     |  | 142     |  | (10.0%) |  | (5,047) | 
|Net investment
      results         | 3.9%                     |  | 1,904   |  | (7.0%)  |  | (3,502) | 
|Related assets at year end           |                          |  | 51,732  |  |         |  | 48,175  | 
|                                     |                          |  |         |  |         |  |         | 
|Real estate:                         |                          |  |         |  |         |  |         | 
|Net investment income                | 6.5%                     |  | 621     |  | 6.4%    |  | 667     | 
|Net realized gains (losses)          | 1.6%                     |  | 156     |  | 4.6%    |  | 474     | 
|Net investment
      results         | 8.1%                     |  | 777     |  | 11.1%   |  | 1,140   | 
|Related assets at year end           |                          |  | 9,237   |  |         |  | 10,100  | 
|                                     |                          |  |         |  |         |  |         | 
|Loans:                               |                          |  |         |  |         |  |         | 
|Net investment income                | 5.8%                     |  | 1,196   |  | 6.1%    |  | 1,385   | 
|Net realized gains (losses)          | (0.2%)                   |  | (36)    |  | (0.5%)  |  | (106)   | 
|Net investment
      results         | 5.6%                     |  | 1,160   |  | 5.6%    |  | 1,279   | 
|Related assets at year end           |                          |  | 20,258  |  |         |  | 20,991  | 
|                                     |                          |  |         |  |         |  |         | 
|Other assets                         |                          |  |         |  |         |  |         | 
|and cash and cash equivalents:       |                          |  |         |  |         |  |         | 
|Net investment income                | 4.1%                     |  | 455     |  | 5.7%    |  | 678     | 
|Net realized gains (losses)          | 0.2%                     |  | 21      |  | 0.4%    |  | 43      | 
|Net investment
      results         | 4.3%                     |  | 476     |  | 6.1%    |  | 721     | 
|Related assets at year end           |                          |  | 10,416  |  |         |  | 11,233  | 
|                                     |                          |  |         |  |         |  |         | 
|Total invested assets:               |                          |  |         |  |         |  |         | 
|Net investment income                | 5.1%                     |  | 11,118  |  | 5.2%    |  | 11,612  | 
|Net realized gains (losses)          | 0.1%                     |  | 277     |  | (1.9%)  |  | (4,105) | 
|Net investment
      results         | 5.2%                     |  | 11,395  |  | 3.3%    |  | 7,507   | 
|Total Invested assets at year end    |                          |  | 219,146 |  |         |  | 219,518 | 
|                                     |                          |  |         |  |         |  |         | 

|(a) | The investment yields were calculated on a constant structual
      basis using the average net carrying value of invested assets (for each
      category) in the period. The realized gains were net of realized losses
      and included the net change in valuation allowances on impaired assets as
      well as the unrealized gains and losses on investments carried at market
      value, notably the assets supporting the UK With-Profit contracts.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/92



Property
  & Casualty segment

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

|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|-------------------------------------------------- | ------------------------ |  | -------- |  | ---------- | -------- | -------- |  | ---------- |  |  | -------- |  | 
|Property
      & Casualty Segment(a)               |                          | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|                                                   | Years ended December 31, |  |         
|                                                   |                          |  | 2002     |  | 2001       |         
|                                                   |                          |  | FAS 131  |  | French     |          | FAS 131  |  | French     | 
|(in euro millions)                                 | 2003                     |  | basis(b) |  | GAAP basis |          | basis(c) |  | GAAP basis | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Gross written premiums                             | 17,093                   |  | 17,077   |  |            | 15,969   |          |  | 17,003     |  |  | 15,925   |  | 
|Fees, commissions and other revenues               | 35                       |  | 38       |  |            | 12       |          |  | 68         |  |  | 2        |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Gross revenues                                     | 17,128                   |  | 17,115   |  |            | 15,981   |          |  | 17,071     |  |  | 15,928   |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Change in unearned premium reserves                | (231)                    |  | (315)    |  |            | (307)    |          |  | (167)      |  |  | (115)    |  | 
|Net investment result                              | 1,075                    |  | 1,218    |  |            | 1,230    |          |  | 1,884      |  |  | 1,916    |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Total revenues                                     | 17,972                   |  | 18,018   |  |            | 16,904   |          |  | 18,788     |  |  | 17,729   |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Insurance benefits and claims                      | (12,060)                 |  | (12,876) |  |            | (12,038) |          |  | (13,765)   |  |  | (13,007) |  | 
|Reinsurance ceded, net                             | (495)                    |  | (231)    |  |            | (229)    |          |  | (99)       |  |  | (112)    |  | 
|Insurance acquisition expenses                     | (2,727)                  |  | (2,822)  |  |            | (2,754)  |          |  | (2,936)    |  |  | (2,868)  |  | 
|Administrative expenses                            | (1,865)                  |  | (1,785)  |  |            | (1,658)  |          |  | (1,978)    |  |  | (1,803)  |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Income before income tax expense                   | 826                      |  | 305      |  |            | 224      |          |  | 10         |  |  | (60)     |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|Income tax (expense) benefit                       | (194)                    |  | (175)    |  |            | (153)    |          |  | 241        |  |  | 262      |  | 
|Equity in income (loss) of unconsolidated entities | 24                       |  | 19       |  |            | 19       |          |  | 5          |  |  | 5        |  | 
|Minority interests                                 | (35)                     |  | 3        |  |            | 3        |          |  | (22)       |  |  | (22)     |  | 
|Goodwill amortization                              | (172)                    |  | (120)    |  |            | (113)    |          |  | (141)      |  |  | (133)    |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 
|NET INCOME                                         | 448                      |  | 33       |  |            | (19)     |          |  | 94         |  |  | 52       |  | 
|                                                   |                          |  |          |  |            |          |          |  |            |  |  |          |  | 

|(a) | Before elimination of intercompany transactions.                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | UK Health business has been transferred from
      Life & Savings segments. Consequently FY 2002 has been restated to include
      UK Health business.
|(c) | (i) UK Discontinued business has been transferred
      to International Insurance segment.                                                            
|    | (ii)                                                                                                                                                   

|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|------------------------------------------- | ------ |  | ------------------------ |  | ---------- | ------ | -------- |  | ---------- |  |  | ------
|Gross Revenues(a)                           |        | 
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|                                            |        |  | Years ended December 31, |  |           
|                                            |        |  | 2002                     |  |            | 2001   |          | 
|                                            |        |  | FAS 131                  |  | French     |        | FAS 131  |  | French     | 
|(in euro millions)                          | 2003   |  | basis(b)                 |  | GAAP basis |        | basis(c) |  | GAAP basis | 
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|France                                      | 4,640  |  | 4,383                    |  |            | 4,383  |          |  | 4,171      |  |  | 4,171 
|Germany                                     | 2,852  |  | 2,867                    |  |            | 2,867  |          |  | 3,165      |  |  | 3,165 
|United Kingdom                              | 3,676  |  | 3,884                    |  |            | 2,749  |          |  | 3,624      |  |  | 2,480 
|Belgium                                     | 1,413  |  | 1,401                    |  |            | 1,401  |          |  | 1,331      |  |  | 1,331 
|Others countries                            | 4,547  |  | 4,581                    |  |            | 4,581  |          |  | 4,781      |  |  | 4,781 
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|TOTAL                                       | 17,128 |  | 17,115                   |  |            | 15,981 |          |  | 17,071     |  |  | 15,928
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|Intercompany transactions                   | (30)   |  | (33)                     |  |            | (33)   |          |  | (35)       |  |  | (31)  
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       
|Contribution to consolidated gross revenues | 17,098 |  | 17,082                   |  |            | 15,948 |          |  | 17,036     |  |  | 15,896
|                                            |        |  |                          |  |            |        |          |  |            |  |  |       

|(a) | Gross written premiums, plus fees, commissions
      and other revenues.                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | UK Health business has been transferred from
      Life & Savings segments. Consequently FY 2002 has been restated to include
      UK Health business.
|(c) | (i) UK Discontinued business has been transferred
      to International Insurance segment.                                                            
|    | (ii)                                                                                                                                                   

/93



|                                       |                          |  |          |  |            |        |          |  |            |  |  |       
|-------------------------------------- | ------------------------ |  | -------- |  | ---------- | ------ | -------- |  | ---------- |  |  | ------
|AXA Group - Ratios                     |                         
|                                       |                          |  |          |  |            |        |          |  |            |  |  |       
|                                       | Years ended December 31, | 
|                                       |                          |  | 2002     |  | 2001       |       
|                                       |                          |  | FAS 131  |  | French     |        | FAS 131  |  | French     | 
|(in %)                                 | 2003                     |  | basis(a) |  | GAAP basis |        | basis(b) |  | GAAP basis | 
|                                       |                          |  |          |  |            |        |          |  |            |  |  |       
|Current accident year loss ratio (net) | 75.8%                    |  | 79.0%    |  |            | 80.1%  |          |  | 84.0%      |  |  | 84.2% 
|All accident year loss ratio (net)     | 74.3%                    |  | 78.0%    |  |            | 78.3%  |          |  | 82.3%      |  |  | 83.0% 
|Expense ratio                          | 27.2%                    |  | 27.4%    |  |            | 28.1%  |          |  | 29.7%      |  |  | 29.5% 
|Combined ratio                         | 101.4%                   |  | 105.4%   |  |            | 106.5% |          |  | 112.1%     |  |  | 112.5%
|                                       |                          |  |          |  |            |        |          |  |            |  |  |       

|(a) | UK Health business has been transferred from
      Life & Savings segments. Consequently FY 2002 has been restated to include
      UK Health business.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | (i) UK Discontinued business has been transferred
      to International Insurance segment.                                                            
|    | (ii)                                                                                                                                                   



|                   |       |  |                          |  |            |       |          |  |            |  |  |       |  | 
|------------------ | ----- |  | ------------------------ |  | ---------- | ----- | -------- |  | ---------- |  |  | ----- |  | 
|Net Income        
|                   |       |  |                          |  |            |       |          |  |            |  |  |       |  | 
|                   |       |  | Years ended December 31,
|                   |       |  | 2002                     |  | 2001       |       |         
|                   |       |  | FAS 131                  |  | French     |       | FAS 131  |  | French     | 
|(in euro millions) | 2003  |  | basis(b)                 |  | GAAP basis |       | basis(b) |  | GAAP basis | 
|                   |       |  |                          |  |            |       |          |  |            |  |  |       |  | 
|France             | 258   |  | 229                      |  |            | 229   |          |  | 258        |  |  | 258   |  | 
|Germany            | (154) |  | (50)                     |  |            | (50)  |          |  | 51         |  |  | 51    |  | 
|United Kingdom     | (28)  |  | (168)                    |  |            | (220) |          |  | (126)      |  |  | (169) |  | 
|Belgium            | 100   |  | (47)                     |  |            | (47)  |          |  | (22)       |  |  | (22)  |  | 
|Others countries   | 271   |  | 70                       |  |            | 70    |          |  | (67)       |  |  | (67)  |  | 
|                   |       |  |                          |  |            |       |          |  |            |  |  |       |  | 
|TOTAL              | 448   |  | 33                       |  |            | (19)  |          |  | 94         |  |  | 52    |  | 
|                   |       |  |                          |  |            |       |          |  |            |  |  |       |  | 

|(a) | UK Health business has been transferred from
      Life & Savings segments. Consequently FY 2002 has been restated to include
      UK Health business.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | (i) UK Discontinued business has been transferred
      to International Insurance segment.                                                            
|    | (ii)                                                                                                                                                   

In
  2003, the Property & Casualty Segment accounted for 24% of AXAs consolidated
  gross revenues after elimination of intercompany transactions (2002 and 2001:
  21%). The Property & Casualty segment had a positive contribution to AXAs
  2003 consolidated net income of 45% (negative contribution in 2002: -2% and
  positive contribution in 2001: 10%). This segment showed a significant operational
  improvement in 2003.

In
  2003, the Property & Casualty segment included the contribution of the UK
  health activities, previously presented in the Life & Savings segment. UK
  health activities accounted for1,134
  million and1,156
  million of gross written premiums in 2002 and 2001 respectively, and for52
  million and22
  million of net income Group share in 2002 and 2001 respectively. As a consequence,
  financial data for 2002 and 2001 is also provided under a FAS 131 basis
  (i.e. excluding the UK Health business) and commentaries presented here below
  are based on a constant structural basis.

In
  2002, certain discontinued U.K. Property and Casualty business was transferred
  to the International Insurance segment. Consequently, 2001 financial data is
  also provided under FAS 131 basis for the UK operations for 2002
  versus 2001 comparative purposes versus 2001.

The
  year on year commentaries below are based on the operating results of the segment
  before elimination of inter-company transactions (refer to Note 32 Segment
  information to the consolidated financial statements included elsewhere
  in this annual report for further information).

/94



YEAR
  ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Gross
  revenues(before
  elimination of intercompany transactions) increased by1,147
  million to17,128
  million in 2003 or13
  million on a constant structural basis1.
  This evolution was the result of higher revenues (+433
  million) at constant exchange rates, partly offset by the unfavorable impact
  of exchange rates fluctuations (
  421 million).

This
  growth at constant exchange rates was primarily attributable to:

- France
    (+257
    million to4,640
    million, up +6%), in both personal (up 5%) and commercial lines (up 9%), driven
    by successful rates increases and a strict underwriting policy combined with
    positive inflows.
- The
    United Kingdom including Health business (+161
    million to3,676
    million or4,045
    million at constant exchange rates, up +4%), especially in general insurance
    (+6%). This growth reflected successful rate increases and new business acquisition
    in commercial lines (up +16%), partly offset by a decrease in personal lines
    (5%) mainly as a result of a decrease in the Motor business, reflecting
    continued strict underwriting policy.
- Belgium
    (+13
    million to1,413
    million, up +0.7%), mainly driven by personal lines, especially on Motor following
    rates increases.
- Italy
    (+60
    million to1,088
    million, up +6%) driven by personal motor (with a return in 2003 to positive
    net inflows after significant losses in 2002 due to portfolio cleaning measures
    and rates increases), and general liability.
- Spain
    (+96
    million to1,166
    million, up +9%) reflecting an increase in personal lines (+6%) following
    rates increases, and in commercial property (+54%) and mechanical warranties
    (+34%) since both lines benefited from new agreements with major brokers.
- Canada
    (+68
    million to761
    million or812
    million at constant exchange rates, up +9%), due to rates increases in all
    lines of business following the hardening of the market.
- Other
    smaller improvements in other countries, mainly Japan (+28
    million to94
    million or104
    million at constant exchange rates, up +37%) mainly driven by motor business
    growth, and Morocco (+12
    million to155
    million or 142
    million at constant exchange rates, up +9%), partly offset by a slight decrease
    in Germany (15
    million to 2,852 million or  0.5%), mainly due to continued portfolio
    pruning.

These
  improvements were partly offset by a decrease in revenues in Austria and Hungary
  (272
  million), since these businesses were sold respectively in August 2002 and January
  2003.

Net
  investment resultdecreased
  by143
  million to1,075
  million in 2003. This evolution was mainly attributable to: (i) Lower net investment
  income (131
  million to1,279
  million) mainly attributable to Germany (118
  million) as a result of lower yields on bonds portfolio and lower dividend income,
  and the impact of exchange rates fluctuation (18
  million) in the United Kingdom. (ii) Slightly lower net capital gains and losses
  (12
  million) as a result of a higher charge for impairment of equity securities
  (139
  million to496
  million) and a charge for impairment on fixed maturities (24
  million) nearly offset by higher realized capital gains (+152
  million to204
  million).

The
  2003 impairment charge on equity securities of496
  million before tax was principally from the following operations: Germany (156
  million), France (142
  million), Belgium (120
  million), the United Kingdom (42
  million), Spain (12
  million), and Morocco (18
  million), as compared to356
  million charge in 2002 mainly due to: the UK (116
  million), in Belgium (97
  million), in Italy (35
  million), Germany (29
  million, excluding private equity investments), Spain (23
  million) and France (19
  million). The 2003 impairment charge on fixed maturity securities of24
  million before tax was principally from Germany.

(1)
  Including UK Health activities in 2002.

/95



Net
  realized capital gains reached316
  million, showing a+152
  million increase. They included256
  million related to the disposal of Credit Lyonnais shares, of which137
  million in France,84
  million in Belgium,21
  million in Italy and14
  million in Spain. Excluding this item, they decreased104
  million. This decrease primarily related to equity securities (
  44 million), in France (
  44 million), Germany (37
  million), and the United Kingdom (38
  million), partly offset by improved investment gains in Morocco (63
  million). Italy also accounted for lower realized gains on fixed maturities
  and real estate for respectively45
  million and23
  million as 2002 had benefited from large realized gains on these types of securities.

Insurance
  benefits and claimsdecreased
  by816
  million to12,060
  million in 2003. This evolution reflected a significant improvement in operational
  performance in most countries, as discussed below.

In
  France, current accident year loss ratio improved from 78.7% in 2002 to 78.4%
  in 2003. There was favorable experience trend in personal motor was partly offset
  by the occurrence of large claims in industrial risks as well as significant
  weather-related events and the increase in reinsurance costs of commercial lines.
  All accident years loss ratio decreased by 0.8 point as a result of an improved
  current accident year loss ratio and overall more favorable loss reserve development
  that totaled to+17
  million in 2003 as compared to6
  million in 2002. In 2003, loss development was positive in the property and
  natural catastrophes lines, partly offset by a25
  million adjustment in motor annuity reserves mainly as a consequence of a compulsory
  decrease (25 basis points at 2.50%) in discount rate due to decreasing
  French interest rates.

In
  Germany, the net technical result showed a significant improvement by212
  million to877
  million, mainly driven by significant improvements in the current accident year
  loss ratio as a result of tariff increases coupled with successful and ongoing
  portfolio pruning both in personal and commercial lines. Current accident year
  loss ratio: the 10.2 points improvement to 76% was partly driven by restructuring
  efforts in motor and tariff increases. In addition, 2003 was not affected by
  large natural catastrophes. All accident years loss ratio improved by 7.5 points
  to 69.5%, as a result of lower current accident year loss ratio partly compensated
  by lower positive development on prior years.

In
  the United Kingdom, the current accident year loss ratio improved by 5.4 points
  to 67.9%, mainly due to an improvement in (i) household following non-recurring
  2002 weather losses, (ii) property as a result of both rates increases and decrease
  in claims frequency, (iii) liability due to rate increases, and (iv) a favorable
  claims performance in the Health business. The all accident years loss ratio
  improved by 5.2 points to 72.0% as a result of better current accident year
  loss ratio.

In
  Ireland, the loss ratio improved by 10.5 points to 70.4% resulting from the
  lower motor claims frequency and a strong improvement in the profitability of
  household business due largely to the absence of any significant weather catastrophes
  in the current year, together with favorable movement in prior year claim reserves.

In
  Belgium, the current year loss ratio improved by 6.3 points to 82.4% due to
  a lower claim frequency for most lines and specific to commercial property business,
  a significant decrease in large claim costs. The all accident years loss ratio
  improved by 5.8 points to 74.3%, in line with the current year loss ratio.

In
  Italy, further improvement in claims experience following portfolio cleaning
  measures and tariff increases allowed for a 1.8 point on the loss ratio.

/96



Net
  result of reinsurance cededdecreased
  by264
  million to a loss of
  495 million. This decrease was mainly attributable to Germany (110
  million) as a result of better loss reserve development since no major losses
  occurred in 2003 (impact of floods in 2002), and the United Kingdom (83
  million) due to the non-repeated impact in 2003 of reserve strengthening accounted
  for in 2002.

Total
  expenses includeinsurance
  acquisition expenses and administrative expenses,which
  decreased slightly by 15
  million After excluding the effects of foreign currency, which had a favorable
  impact of129
  million (113
  million specifically from the United Kingdom operations) expenses increased
  by114
  million in 2003. This increase was primarily due to France, Germany and the
  United Kingdom, partly offset by Belgium. In France, expenses increased by44
  million mainly due to higher business volumes in 2003. In Germany, expenses
  included a50
  million provision for rental risk, and an additional18
  million early retirement provision, while 2002 expenses included a provision
  for early retirement for41
  million. In the United Kingdom, the favorable impact of lower general expenses
  resulting from tight cost control and efficiency improvements was offset by
  a higher pension charge, and higher earned commissions driven by the growth
  in commercial business. In Belgium, further expense reductions were achieved
  allowing for a decrease of the expense ratio by 0.2 point to 29.4%.

Income
  tax expenseincreased
  by19
  million to194
  million. This increase was driven by (i) higher pre-tax income in most countries
  (+521
  million for the whole segment) except in Germany, where the tax charge decreased
  partly as a result of lower pre-tax income, (ii) partly offset by the following
  items: (a) in France a lower tax charge (16
  million) was recorded despite pre-tax income slightly increased, due to the
  fact that earnings taxed at reduced rate were higher in 2003 than in 2002; (b)
  in Belgium, tax charge only increased marginally (12
  million) due to the fact that net capital gains on equity securities are not
  taxable, to the implementation in 2003 of the taxation of dividends, partially
  offset by a 6 points decrease of the local tax rate to 33.99%; (c) in Germany,
  a tax provision was released for58
  million, following the disposal of Colonia Re J.V. participation to General
  Re in 2003. This release was offset by an exceptional amortization of goodwill,
  since this provision was set-up in 1997 when acquiring the German operations;
  (d) In Italy, non-recurring tax gains were recorded (29
  million), driven by the release of the residual allowance on tax loss carry-forward,
  reflecting the restored profitability of the motor line, and by a higher tax
  benefit from the legal restructuring of AXA subsidiaries in Italy.

Goodwill
  amortizationincreased
  by52
  million to172
  million in 2003, mainly as a result of the exceptional amortization in Germany
  for57
  million as discussed above.

Net
  incomeincreased
  by415
  million to448
  million in 2003. This increase was attributable to most entities mainly as a
  result of significantly improved operational performance. The Group combined
  ratio improved by 5 points, or 4 points on a constant structural basis1.
  This performance was partly offset by lower result in Germany (104
  million), mainly as a result of lower investment income.

YEAR
  ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Gross
  revenues(before
  elimination of inter-company transactions) increased by53
  million in 2002 as compared to 2001 actual. The increase in gross revenues was
  mainly due to an increase in premiums in France (in both personal and commercial
  insurance lines) of212
  million, an increase in the UK (principally in commercial insurance lines) of
   269
  million and, to a lesser extent, increases in Belgium of70
  million, Spain of70
  million and Ireland of62
  million.

(1)
  Including UK health activities.

/97



This
  trend was attributable to both increases in premium rates (specifically in France)
  and a general increase in volume during a period in which strict underwriting
  policies have been maintained. This overall increase was partly offset by (i)
  a decrease in premiums from the German operations by298
  million primarily from the transfer of certain large industrial contract business
  to AXA Corporate Solutions (International Insurance segment), (ii) a54
  million decrease in premiums from the Italian operations due to stricter underwriting
  policies resulting in a loss of business in the personal motor line, and (iii)
  a322
  million decrease in premiums from other countries, principally Morocco and Portugal.

Net
  investment resultdecreased
  by686
  million in 2002 as compared to 2001 actual. The decrease was mainly due to (i)
  lower investment income (decrease of168
  million) from lower dividend yields and bond yields specifically in Germany
  (down by33
  million) and the UK (down by54
  million), (ii) lower net realized gains on the sale of investments principally
  from France (down by198
  million to70
  million), Germany (down by105
  million to 55
  million) the UK (down to68
  million), and Belgium (down by61
  million), and (iii) a gross impairment charge of356
  million on equity securities principally in the UK (116
  million), in Belgium (97
  million), in Italy (35
  million), Germany (29
  million), Spain (23
  million) and France (19
  million), or a total of276
  million net Group share.

Insurance
  benefits and claimsdecreased
  by969
  million in 2002 as compared to 2001 actual, primarily across the principal property
  & casualty operations in France, Germany, the UK and Belgium (as discussed
  below). In addition, the decrease was partly due to the fact that Turkey, Singapore
  and Hong Kong Property & Casualty operations were no longer consolidated
  but accounted for under the equity method effective from January 1, 2002 on
  the basis of materiality (decrease in reserves by246
  million).

In
  France, the current accident year loss ratio improved by 2.3 points to 78.7%
  in 2002 (2001: 81%) mainly due to improvements in the commercial line business
  current accident year loss ratio net of reinsurance by 5.6 points. This improvement
  was primarily from rate increases and a decrease in claims management expenses.
  The current year accident loss ratio net of reinsurance for the personal lines
  business was basically unchanged from the prior year. The deterioration in the
  personal lines business (specifically natural disasters branch) principally
  due to the September 2002 floods in the South of France was largely offset by
  improvement in the personal motor line attributable to lower frequency of bodily
  injury claims.

In
  Germany, the current accident year loss ratio improved by 4.5 points to 86.2%
  in 2002 (2001: 90.7%), driven by a portfolio-restructuring program and a lower
  number of large claims in commercial lines business despite heavy storms and
  flood claims in 2002 in both the personal and commercial insurance lines. The
  all accident year loss ratio improved by 10.8 points due to the improvement
  of the current accident year loss ratio and the favorable development of the
  run-off result in the direct business.

In
  the UK, the current accident year loss ratio improved by 4.7 points to 72.5%
  in 2002 (2001: 77.2%), primarily in personal and commercial motor and commercial
  property, despite a pre-tax charge of32
  million for severe weather-related claims in 2002. The improvements were mainly
  due to a focus on new profitable business, customer retention activities and
  premium rate increases, including the implementation of new pricing models for
  Intermediary

/98



business.
  The all accident year loss ratio net of reinsurance improved by 0.7 point to
  78.7%. The positive effect of the current year was partly offset by prior year
  negative development, principally in respect of the increasing cost of large
  injury losses in the liability account. The prior year negative development
  follows a case-by-case review of large claim liabilities on personal injury
  classes during the second half of 2002.

In
  Belgium, the current accident year loss ratio improved by 5.9 points to 88.7%
  (2001: 94.6%), primarily due to a decrease in claim frequency for most lines,
  in particular motor and commercial workers compensation that was partly
  offset by a deterioration in household line as it suffered from storms in February
  and October 2002.

Total
  expenses includeinsurance
  acquisition expenses and administrative expenses,which
  decreased by 114
  million and145
  million, respectively, in 2002 as compared to 2001 actual. The overall decrease
  was due primarily to successful cost cutting programs that reduced management
  expenses (i) in France (down by26
  million), primarily in Information Technology, advertising and consulting, (ii)
  in Germany (down by117
  million), mainly the reduction of personnel charges and Information Technology
  costs as well as a strong decrease in professional services and marketing expenses
  that was partly offset by a41
  million early retirement provision in 2002, and to a lesser extent, (iii) in
  the UK and Belgium.

Income
  tax expensein
  2002 of153
  million represented a change of415
  million, as compared to an income tax benefit of253
  million in 2001 actual. This change was primarily due to an increase in income
  taxes of357
  million in Germany, as 2001 benefited from a273
  million release of deferred tax liabilities primarily due to the German tax
  reform and the use of a tax loss carry forward of64
  million. In addition, there was a43
  million increase in income tax expense in Belgium, mainly due to (i) a decrease
  of recoverable deferred tax assets, in relation to a tax reform voted at the
  end of year 2002, (ii) an increase in pre-tax operating results, and (iii) change
  in the tax allocation between Life & Savings and Property & Casualty
  segments.

Net
  incomefrom
  the Property & Casualty Segments was a loss of19
  million, down by71
  million as compared to 2001 actual net income of52
  million. Restated for the transfer of certain U.K. business to the International
  Insurance segment in 2002, the decrease would have been90
  million. In all major countries, earnings benefited from (i) a better operational
  performance, and (ii) a decrease in goodwill amortization by20
  million to113
  million, principally in the UK and Germany. This was more than offset by the
  lower level of net realized gains in connection with the continuing unfavorable
  global financial market conditions, specifically (i) in the United Kingdom (down
  by 51
  million), reflecting the lower net investment result in 2002, (ii) in France
  (down29
  million), due to a decline in net investment gains, and (iii) in Belgium (down25
  million), reflecting lower capital gains and a higher tax charge.

ANALYSIS
  OF INVESTMENT RESULTS

The
  following table summarizes the net investment results of the Property &
  Casualty operations for the principal categories of invested assets for the
  periods indicated. Certain invested assets and associated net investment results
  are not included, and net investment income is not reduced for investment expenses
  or interest expense on short-term and long-term debt. Accordingly, the net investment
  results summarized in the following table are not directly comparable to the
  net investment results discussed above.

/99



|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|------------------------------------ | ------------------------------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ | 
|Property
      & Casualty(a)         |                               
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|                                     | Years ended December
      31, | 
|                                     | 2003                           |  | 2002   |  | 2001   | 
|(in euro millions)                   | Yields                         |  | Amount |  | Yields |  | Amount |  | Yields |  | Amount | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Fixed maturity investments:          |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 5.2%                           |  | 787    |  | 5.7%   |  | 849    |  | 5.9%   |  | 909    | 
|Net realized gains (losses)          | 0.0%                           |  | 5      |  | 0.6%   |  | 88     |  | 0.7%   |  | 106    | 
|Net investment
      results         | 5.2%                           |  | 792    |  | 6.3%   |  | 937    |  | 6.5%   |  | 1,014  | 
|Related assets at year end           |                                |  | 15,832 |  |        |  | 14,059 |  |        |  | 15,726 | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Equity investments                   |                                |  |        |  |        |  |        |  |        |  |        | 
|(including participating interests): |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 3.1%                           |  | 353    |  | 3.0%   |  | 348    |  | 3.5%   |  | 403    | 
|Net realized gains (losses)          | (2.5%)                         |  | (273)  |  | (2.6%) |  | (298)  |  | 2.2%   |  | 252    | 
|Net investment results               | 0.6%                           |  | 80     |  | 0.4%   |  | 49     |  | 5.7%   |  | 655    | 
|Related assets at year end           |                                |  | 11,382 |  |        |  | 11,358 |  |        |  | 11,636 | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Real estate:                         |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 5.7%                           |  | 134    |  | 5.9%   |  | 139    |  | 6.6%   |  | 145    | 
|Net realized gains (losses)          | 2.9%                           |  | 68     |  | 3.2%   |  | 75     |  | 0.9%   |  | 19     | 
|Net investment results               | 8.6%                           |  | 202    |  | 9.2%   |  | 214    |  | 7.5%   |  | 164    | 
|Related assets at year end           |                                |  | 2,319  |  |        |  | 2,393  |  |        |  | 2,278  | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Loans:                               |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 3.1%                           |  | 51     |  | 6.8%   |  | 113    |  | 9.0%   |  | 80     | 
|Net realized gains (losses)          | (0.0%)                         |  | (1)    |  | (0.1%) |  | (1)    |  | (0.5%) |  | (4)    | 
|Net investment results               | 3.0%                           |  | 50     |  | 6.7%   |  | 111    |  | 8.5%   |  | 76     | 
|Related assets at year end           |                                |  | 1,668  |  |        |  | 1,629  |  |        |  | 915    | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Other assets                         |                                |  |        |  |        |  |        |  |        |  |        | 
|and cash and cash equivalents:       |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 3.1%                           |  | 113    |  | 2.5%   |  | 75     |  | 6.0%   |  | 160    | 
|Net realized gains (losses)          | (0.1%)                         |  | (4)    |  | (0.3%) |  | (9)    |  | 0.0%   |  | (0)    | 
|Net investment
      results         | 3.0%                           |  | 110    |  | 2.2%   |  | 66     |  | 6.0%   |  | 160    | 
|Related assets at year end           |                                |  | 3,931  |  |        |  | 3,282  |  |        |  | 2,529  | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 
|Total invested assets:               |                                |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 4.2%                           |  | 1,438  |  | 4.6%   |  | 1,523  |  | 5.2%   |  | 1,696  | 
|Net realized gains (losses)          | (0.6%)                         |  | (204)  |  | (0.4%) |  | (145)  |  | 1.1%   |  | 373    | 
|Net investment
      results         | 3.6%                           |  | 1,234  |  | 4.1%   |  | 1,377  |  | 6.3%   |  | 2,068  | 
|Total Invested assets at year end    |                                |  | 35,132 |  |        |  | 32,721 |  |        |  | 33,083 | 
|                                     |                                |  |        |  |        |  |        |  |        |  |        | 

|(a) | The investment yields were calculated on a constant structual
      basis using the average net carrying value of invested assets (for each
      category) in the period. The realized gains were net of realized losses
      and included the net change in valuation allowances on impaired assets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/100



International
  Insurance segment

In 2003, the presentation of international insurance segment results was amended as follows:

- Reinsurance operations (AXA RE), large risks international insurance (AXA Corporate Solutions Assurance) and AXA Cessions, are now presented separately. This decision was initiated in 2002 and finalized in 2003. As a consequence, financial data for 2002 figures is provided separately for these 3 components in tables below. For each of these components, no separate figures are available for 2001. As a result, only commentaries based on 2003 and 2002 figures are provided below.
- During 2003, large risks operations of AXA Corporate Solutions Assurance were legally transferred by AXA RE to AXA France. In this context, reporting segments were aligned: AXA Corporate Solutions Insurance US was transferred from AXA Corporate Solutions Assurance to AXA RE, and run off entities have been transferred from AXA Corporate Solutions Assurance to other transnational activities.

As a consequence, commentaries presented here below are based on a constant structural basis.

The following table presents the gross revenues and net income for the International Insurance segment for the periods indicated.

|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|------------------------------------------- | ----- |  | ------------------------ |  | ------------- | ----- | -------- |  | ------------- |  |  | -----
|Gross Revenues(a)                           |       | 
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|                                            |       |  | Years ended December 31, | 
|                                            |       |  | 2002                     |  | 2001          |      
|                                            |       |  | FAS 131                  |  | French        |       | FAS 131  |  | French        | 
|(in euro millions)                          | 2003  |  | basis(b)                 |  | GAAP basis(d) |       | basis(c) |  | GAAP basis(b) | 
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|AXA RE                                      | 1,918 |  | 3,609                    |  |               | 3,513 |          |  | 3,633         |  |  | 3,573
|AXA Corporate Solutions Assurance           | 1,571 |  | 1,654                    |  |               | 1,762 |          |  | 1,616         |  |  | 1,704
|AXA Cession                                 | 87    |  | 100                      |  |               | 100   |          |  | 30            |  |  | 30   
|AXA Assistance                              | 482   |  | 465                      |  |               | 465   |          |  | 434           |  |  | 434  
|Other                                       | 23    |  | 43                       |  |               | 31    |          |  | 53            |  |  | 10   
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|TOTAL                                       | 4,081 |  | 5,872                    |  |               | 5,872 |          |  | 5,767         |  |  | 5,751
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|Intercompany transactions                   | (109) |  | (110)                    |  |               | (110) |          |  | (73)          |  |  | (73) 
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      
|Contribution to consolidated gross revenues | 3,972 |  | 5,762                    |  |               | 5,762 |          |  | 5,695         |  |  | 5,678
|                                            |       |  |                          |  |               |       |          |  |               |  |  |      

|(a) | Gross written premiums, plus fees, commissions and other
      revenues.                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | (i) Run off entities transferred from AXA Corporate Solutions
      Assurance to other transnational activities.(ii) Transfer of AXA Corporate Solutions Insurance US from AXA Corporate
      Solutions Assurance to AXA RE.                                                                                                                                          
|(c) | (i) UK Discontinued business has been transferred from
      Property & Casualty segment to other transational activities.(ii) Run off entities transferred from AXA Corporate Solutions Assurance
      to other transnational activities.(iii) Transfer of AXA Corporate Solutions Assurance US from AXA Corporate
      Solutions Assurance to AXA RE.              
|(d) | In 2003, the previous segment AXA Corporate Solutions
      was split between reinsurance operations (AXA RE), large risks international
      insurance (AXA Corporate Solutions Assurance) and AXA Cessions; 2002 and
      2001 figures presented on these lines correspond to the part attributed
      to each of these businesses when the split was performed.

/101



|                                  |      |  |                          |  |               |          |  |               |       |  |  |       |  | 
|--------------------------------- | ---- |  | ------------------------ |  | ------------- | -------- |  | ------------- | ----- |  |  | ----- |  | 
|Net Income                       
|                                  |      |  |                          |  |               |          |  |               |       |  |  |       |  | 
|                                  |      |  | Years ended December 31, | 
|                                  |      |  |                          |  |               | 2002     |  |               |       |  |  | 2001  |  | 
|                                  |      |  | FAS 131                  |  | French        | FAS 131  |  | French        |      
|(in euro millions)                | 2003 |  | basis(a)                 |  | GAAP basis(c) | basis(b) |  | GAAP basis(c) |      
|                                  |      |  |                          |  |               |          |  |               |       |  |  |       |  | 
|AXA RE                            | 142  |  | (53)                     |  |               | (41)     |  |               | (265) |  |  | (273) |  | 
|AXA Corporate Solutions Assurance | (5)  |  | (121)                    |  |               | (123)    |  |               | (99)  |  |  | (92)  |  | 
|AXA Cession                       | 16   |  | (4)                      |  |               | (4)      |  |               | 8     |  |  | 8     |  | 
|AXA Assistance                    | 14   |  | 1                        |  |               | 1        |  |               | 12    |  |  | 12    |  | 
|Other                             | (25) |  | 2                        |  |               | (8)      |  |               | (61)  |  |  | (41)  |  | 
|                                  |      |  |                          |  |               |          |  |               |       |  |  |       |  | 
|TOTAL                             | 142  |  | (176)                    |  |               | (176)    |  |               | (406) |  |  | (386) |  | 
|                                  |      |  |                          |  |               |          |  |               |       |  |  |       |  | 

|(a) | ii(i) Run off entities have been transferred from
      AXA Corporate Solution Assurance to other transnational activities.i(ii)
      Transfer of AXA Corporate Solutions Insurance US from AXA Corporate Solution
      Assurance to AXA RE.                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | ii(i) UK Discontinued business has been transferred
      from Property & Casualty segment to other transnational activities.i(ii) Run off entities have been transferred from AXA Corporate
      Solutions Assurance to other transnational activities. (iii) Transfer of
      AXA Corporate Solutions Insurance US from AXA Corporate Solutions Assurance
      to AXA RE.
|(c) | In 2003, the previous segment AXA Corporate Solutions
      was split between reinsurance operations (AXA RE), large risks international
      insurance (AXA Corporate Solutions Assurance) and AXA Cessions; 2002 and
      2001 figures presented on these lines correspond to the part attributed
      to each of these businesses when the split was performed.       

In 2003, the International Insurance segment accounted for 6% of AXAs consolidated gross revenues after elimination of intercompany transactions (2002 and 2001: 8%). The International Insurance segment had a positive contribution to AXAs 2003 consolidated net income of 14% (negative contributions in 2002: 19% and 2001: 74%).

|                                                              |  |         |       |         |                          |  |                      |       |  | 
|------------------------------------------------------------- |  | ------- | ----- | ------- | ------------------------ |  | -------------------- | ----- |  | 
|AXA RE(a)                                                    
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|                                                              |  |         |       |         | Years ended December 31,
|                                                              |  |         |       |         | 2002                     | 
|(in euro millions)                                            |  |         | 2003  |         | FAS 131 basis(b)         |  | French GAAP basis(c) |      
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Gross written premiums                                        |  |         | 1,918 |         | 3,603                    |  |                      | 3,507 |  | 
|Fees, commissions and other revenues                          |  |         | 0     |         | 6                        |  |                      | 6     |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Gross revenues                                                |  |         | 1,918 |         | 3,609                    |  |                      | 3,513 |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Change in unearned premium reserves                           |  |         | 558   |         | (3)                      |  |                      | (37)  |  | 
|Net investment result                                         |  |         | 236   |         | 273                      |  |                      | 265   |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Total revenues                                                |  |         | 2,712 |         | 3,879                    |  |                      | 3,742 |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Insurance benefits and claims, net of reinsurance
      ceded |  | (2,307) |       | (3,630) |                          |  | (3,519)              |       | 
|Insurance acquisition expenses                                |  | (122)   |       | (178)   |                          |  | (170)                |       | 
|Administrative expenses                                       |  |         | (111) |         | (130)                    |  |                      | (116) |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Operating Income                                              |  |         | 171   |         | (60)                     |  |                      | (64)  |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|Income tax expense / benefit                                  |  | (18)    |       | 43      |                          |  | 59                   |       | 
|Equity in income (loss) of unconsolidated
      entities      |  | 0       |       | (1)     |                          |  | (1)                  |       | 
|Minority interests                                            |  | (7)     |       | (9)     |                          |  | (9)                  |       | 
|Goodwill amortization                                         |  |         | (5)   |         | (26)                     |  |                      | (26)  |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 
|NET INCOME                                                    |  |         | 142   |         | (53)                     |  |                      | (41)  |  | 
|                                                              |  |         |       |         |                          |  |                      |       |  | 

|(a) | Before elimination of intercompany transactions.                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Transfer of AXA Corporate Solutions Insurance US from AXA
      Corporate Solutions Assurance to AXA RE.                                                                                                                                                                                                                                                      
|(c) | In 2003, the previous segment AXA Corporate Solutions
      was split between reinsurance operations (AXA RE), large risks international
      insurance (AXA Corporate Solutions Assurance) and AXA Cessions; 2002 figures
      presented on these lines correspond to the part attributed to each of these
      businesses when the split was performed.

/102



|                                                       |       |  |                          |  |                      |        |  | 
|------------------------------------------------------ | ----- |  | ------------------------ |  | -------------------- | ------ |  | 
|AXA RE                                                
|                                                       |       |  |                          |  |                      |        |  | 
|                                                       |       |  | Years ended December 31, | 
|                                                       |       |  | 2002                     |  |                     
|(in euro millions)                                     | 2003  |  | FAS 131 basis(d) (e)     |  | French GAAP basis(f) |       
|                                                       |       |  |                          |  |                      |        |  | 
|Earned premiums (gross)                                | 2,476 |  | 3,600                    |  |                      | 3,471  |  | 
|Attritional current year loss ratio (a) (b)            | 69.8% |  | 71.1%                    |  |                      | 72.3%  |  | 
|Attritional all accident year loss ratio (a)
      (b) | 75.1% |  | 74.1%                    |  |                      | 75.3%  |  | 
|Loss ratio (a) (c)                                     | 91.1% |  | 101.2%                   |  |                      | 102.1% |  | 
|                                                       |       |  |                          |  |                      |        |  | 
|Net technical result (excluding fees)                  | 169   |  | (30)                     |  |                      | (49)   |  | 
|                                                       |       |  |                          |  |                      |        |  | 
|Expense ratio                                          | 12.3% |  | 13.0%                    |  |                      | 12.2%  |  | 
|Net investment results                                 | 236   |  | 273                      |  |                      | 265    |  | 
|                                                       |       |  |                          |  |                      |        |  | 
|Operating Income                                       | 171   |  | (60)                     |  |                      | (64)   |  | 
|                                                       |       |  |                          |  |                      |        |  | 

|(a) | Net of ceded reinsurance (cession and retrocession).                                                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Attritional data exclude (i) major losses in claims charge
      and (ii) coverscost in ceded premiums.                                                                                                                                                                                                                                                                             
|(c) | (Attritional claims charge and major losses cost on all
      accident years) divided by (net earned premiums, net of all reinsurance
      costs including covers).                                                                                                                                                                                                                 
|(d) | Revised on the attritional ratios take into account (i)
      the transfer of AXA Corporate Solutions Insurance US from AXA Corporate
      Solutions Assurance to AXA RE, (ii) the creation of a specific account to
      track premium revisions on prior years, and (iii) a refined allocation of
      prior years results from reinsurance between premiums and claims impacts.
|(e) | Revised on the loss ratio and the expense ratio takes
      into account a methodological change in the allocation of prior results
      from reinsurance
      between premiums and claims impacts.                                                                                                                                                                                
|(f) | In 2003, the previous segment AXA Corporate Solutions
      was split between reinsurance operations (AXA RE), large risks international
      insurance (AXA Corporate Solutions Assurance) and AXA Cessions; 2002 figures
      presented on these lines correspond to the part attributed to each of these
      businesses when the split was performed.                       

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Gross revenuesdecreased by1,691 million on a constant structural basis down to+1,918 million or a decrease by1,575 million on a comparable basis (constant exchange rate and structure). This evolution was in line with the strategic repositioning of the company and mainly driven by lower current year Property & Casualty net written premiums (83% of reinsurance activity) which decreased by 27% on a comparable basis, including a 42% decrease on proportional business at393 million, in line with AXA REs stringent underwriting policy aiming at (i) reducing the portfolio risk exposure whilst (ii) focusing the Property & Casualty portfolio on the highest profitability businesses, such as Property Cat.

Change in unearned premium reservesreached558 million, up by+561 million. This trend was driven by the impact of the significant drop in gross revenues between 2002 and 2003, having induced a lower allowance to unearned premium reserves, and release of the reserve recorded in 2002.

Net investment resultdecreased by37 million to236 million. This evolution reflected a65 million decrease in exchange rate result which favorably impacted 2002 accounts and (ii) a+30 million increase in net capital gains, mainly related to the sale of Crédit Lyonnais shares for35 million.

Insurance benefits and claims, net of reinsurance cededdecreased by1,323 million to2,307 million. This decrease consisted mainly in lower insurance benefits and claims (1,152 million), and a higher result on reinsurance ceded (+171 million).

/103



Thenet technical result(excluding fees) increased by+198 million to+169 million in 2003, mainly explained by the following:

- the Property & Casualty net attritional current year loss ratio improved by 7.5 points to 61.9% on a comparable basis1, however not fully offsetting the volume impact due to lower earned premiums; the Property & Casualty net attritional margin on current accident year thus decreased by121 million on a comparable basis;
- the cost of cover programs decreased by+127 million to301 million, resulting from the reshaping of the protection structure in line with the change in underwriting policy leading notably to a reduced portfolio risk exposure.
- 2003 major losses cost decreased by+25 million, at50 million.
- the technical result on non-life business on prior years improved by+275 million, mainly due to the fact that 2002 accounted for (i) unfavorable development of claims, including the September 2001 events claim (143 million net of reinsurance and gross of tax) and (ii) adverse developments following an extensive reserving review performed in 2002;
- Life net technical result significantly decreased by108 million mainly reflecting the impact of a change in underlying assumptions.

Thus the improvement in the overall (Property & Casualty and Life) attritional current year ratio was limited to 1.3 point at 69.8%. Overall, the claims ratio for all accident years (net of reinsurance) improved by 10.2 points to 91.1% in 2003. Excluding the September 11th terrorist attacks, this improvement would be  4.8 points.

Result on reinsurance ceded improved by171 million, mainly as a result of lower premiums ceded following the review of reinsurance programs.

Total expensesinclude administrative and brokerage expenses. They decreased by75 million to233 million, primarily driven by a+56 million reduction in brokerage expenses.

Net incomesignificantly improved by195 million to142 million, reflecting improved technical result despite lower net investment result.

|(1) | Restatements compared to figures published in 2002 are due to a refined allocation of earned premiums between current and prior years, minor accounting impacts due to the separation of AXA Corporate Solutions into two separate segments (AXA RE and AXA Corporate Solutions Assurance), and the entrance of ACS Insurance Company US in the AXA RE scope in 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/104



AXA
  CORPORATE SOLUTIONS ASSURANCE

|                                                        |         |  |                          |  |                      |         |  | 
|------------------------------------------------------- | ------- |  | ------------------------ |  | -------------------- | ------- |  | 
|AXA
      Corporate Solutions Assurance(a)             
|                                                        |         |  |                          |  |                      |         |  | 
|                                                        |         |  | Years ended December 31, | 
|                                                        |         |  | 2002                     |  |                     
|(in euro millions)                                      | 2003    |  | FAS 131 basis(b)         |  | French GAAP basis(c) |        
|                                                        |         |  |                          |  |                      |         |  | 
|Gross written premiums                                  | 1,556   |  | 1,643                    |  |                      | 1,741   |  | 
|Fees, commissions and other revenues                    | 15      |  | 11                       |  |                      | 22      |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Gross revenues                                          | 1,571   |  | 1,654                    |  |                      | 1,762   |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Change in unearned premium reserves                     | 8       |  | (60)                     |  |                      | (23)    |  | 
|Net investment result                                   | 42      |  | 21                       |  |                      | 43      |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Total revenues                                          | 1,620   |  | 1,615                    |  |                      | 1,783   |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Insurance benefits and claims, net of reinsurance ceded | (1,418) |  | (1,535)                  |  |                      | (1,650) |  | 
|Insurance acquisition expenses                          | (100)   |  | (112)                    |  |                      | (123)   |  | 
|Administrative expenses                                 | (96)    |  | (92)                     |  |                      | (119)   |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Operating Income                                        | 6       |  | (123)                    |  |                      | (109)   |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|Income tax expense / benefit                            | (11)    |  | 1                        |  |                      | (16)    |  | 
|Equity in income (loss) of unconsolidated entities      | 0       |  | 0                        |  |                      | 0       |  | 
|Minority interests                                      | 0       |  | 2                        |  |                      | 2       |  | 
|Goodwill amortization                                   | 0       |  | 2                        |  |                      | 2       |  | 
|                                                        |         |  |                          |  |                      |         |  | 
|NET INCOME                                              | (5)     |  | (121)                    |  |                      | (123)   |  | 
|                                                        |         |  |                          |  |                      |         |  | 

|(a) | Before elimination of intercompany transactions.                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | i(i) Run off entities have been transferred
      from AXA Corporate Solutions Assurance to other transnational activities.                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                          
|(c) | In 2003, the previous segment AXA Corporate
      Solutions was split between reinsurance operations (AXA RE), large
      risks international insurance (AXA Corporate Solutions Assurance) and AXA
      Cessions; 2002 figures presented on these lines correspond to the part attributed
      to each of these businesses when the split was performed.

|                                                       |                          |  |                  |  |                      |       |  | 
|------------------------------------------------------ | ------------------------ |  | ---------------- |  | -------------------- | ----- |  | 
|AXA
      Corporate Solutions Assurance                |                         
|                                                       |                          |  |                  |  |                      |       |  | 
|                                                       | Years ended December 31, | 
|                                                       |                          |  | 2002             | 
|(in euro millions)                                     | 2003                     |  | FAS 131 basis(b) |  | French GAAP basis(g) |      
|                                                       |                          |  |                  |  |                      |       |  | 
|Earned premiums (gross)                                | 1,563                    |  | 1,583            |  |                      | 1,718 |  | 
|Attritional current year loss ratio (a) (b)            |                         |  |                 |  |                      | 76.5% |  | 
|Attritional all accident year loss ratio (a)
      (b) |                         |  |                 |  |                      | 74.5% |  | 
|Loss ratio (a) (c)                                     |                         |  |                 |  |                      | 93.4% |  | 
|Current accident year loss ratio (net) (e)             | 90.2%                    |  | 99.4%            |  |                      |      |  | 
|All accident year loss ratio (net)                     | 89.9%                    |  | 96.3%            |  |                      |      |  | 
|                                                       |                          |  |                  |  |                      |       |  | 
|Net technical result (excluding fees)                  | 145                      |  | 48               |  |                      | 68    |  | 
|                                                       |                          |  |                  |  |                      |       |  | 
|Expense ratio (f)                                      | 12.4%                    |  | 12.8%            |  |                      | 23.8% |  | 
|Net investment results                                 | 42                       |  | 21               |  |                      | 43    |  | 
|                                                       |                          |  |                  |  |                      |       |  | 
|Operating Income                                       | 6                        |  | (123)            |  |                      | (109) |  | 
|                                                       |                          |  |                  |  |                      |       |  | 

|(a) | Net of ceded reinsurance (cession and retrocession).                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Attritional data exclude (i) major losses
      in claims charge and (ii) coverscost in ceded premiums.                                                                                                                                                                                                                                                      
|(c) | (Attritional claims charge and major losses
      cost on all accident years) divided by (net earned premiums).                                                                                                                                                                                                                                               
|(d) | (i) Run off entities transferred from AXA
      Corporate Solutions Assurance to other transnational activities.                                                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                                                                                          
|(e) | Current accident year claims charges (including
      claims handling expenses) / Current accident year earned revenues (excluding
      premium adjustments on previous years).                                                                                                                                                                              
|(f) | 2002 as published expense ratio was based
      on net of reinsurance earned premiums, whereas 2003 and pro forma 2002 expense
      ratios are based on gross earned revenues.                                                                                                                                                                               
|(g) | In 2003, the previous segment AXA Corporate
      Solutions was split between reinsurance operations (AXA RE), large
      risks international insurance (AXA Corporate Solutions Assurance) and AXA
      Cessions; 2002 figures presented on these lines correspond to the part attributed
      to each of these businesses when the split was performed.

/105



YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Gross
  revenuesdecreased
  by83
  million on a constant structural basis down to+1,571
  million or a decrease by 64
  million on a comparable basis (constant exchange rate and structure). Strong
  rate increases and new business, particularly on French lines (Property +23%,
  Casualty +24%), were more than offset by lower premiums in Aviation (38%)
  as well as reduced exposure to selected business lines and the reshuffling of
  the UK portfolio especially in Property (60%) and Casualty (33%).

Net investment resultincreased by20 million at42 million. It included realized capital gains on the sale of Crédit Lyonnais shares in 2003 (38 million), but was still impacted by impairment valuation allowances for68 million on equity securities (as compared to88 million in 2002). Investment income remained stable.

Insurance benefits and claims net of reinsurance cededdecreased by116 million to a1,418 million. This decrease consisted mainly in a lower insurance benefits and claims (350 million), partly offset by a lower result on reinsurance ceded (234 million).

The net technical result on current accident year improved by152 million to147 million, mainly due to strict underwriting policies applied throughout all branches, the restructuring of the UK portfolio and a lower claims charge for large losses (+63 million). Accordingly, the current accident year loss ratio improved by 10.2 points at 90.2%. The net technical result on previous accident years,14 million, decreased by50 million, as 2002 had been positively impacted by the review of file-by-file cases. Accordingly, thenet technical result(including fees) increased by101 million to160 million with a 6.4 points improvement in the claim ratio for all accident years (net of reinsurance) to 89.9%.

The decrease in net result on reinsurance ceded was mainly attributable to the improvement of loss reserve development.

Total expensesinclude administrative and acquisition expenses. They decreased by8 million, mainly driven by lower acquisition expenses.

Net incomeimproved by116 million to a loss of5 million, reflecting improved technical result despite a still significant level of impairment valuation allowances.

AXA
  CESSIONS

2003 COMPARED TO 2002

Gross revenuesdecreased by13 million to87 million.Net incomewas up+20 million to16 million, as 2002 was negatively impacted by risk reserves strengthening. This was partly offset by lower positive reserve development.

/106



ASSISTANCE

2003 COMPARED TO 2002

Gross revenuesincreased by17 million to482 million, driven by growth in the European area, mainly the subscription of new contracts in Germany, a growth in the UK National healthcare service business, and a significant growth in Italy.Net incomeincreased by13 million to14 million in 2003, explained by (i) non-recurring 2002 significant bad debt provisions, and (ii) improvement of technical margins.

2002 COMPARED TO 2001

Gross revenuesincreased by 11% on a comparable basis to391 million (net of inter-company eliminations), mainly attributable to the European area due to the strong increase of 19.5% in the UK National Healthcare Service business.Net incomedecreased by11 million to1 million in 2002 as compared to 2001. The deterioration was mainly due to strengthening of bad debt provisions.

OTHER

2003 COMPARED TO 2002

Net incomefrom the other transnational Insurance operations decreased by26 million to a loss of25 million. This was mainly due to lower investment result (48 million before tax) due to both the decrease of the volumes of reserves of the entities in run-off, and several non-recurring capital gains in 2002, partly offset by lower reserves strengthening.

2002 COMPARED TO 2001

Net incomefrom the other transnational Insurance operations increased from a net loss of(41) million to a net loss of(8) million in 2002 as compared to 2001. This improvement was primarily due to Saint Georges Re. A3 million net gain was recorded in 2002, or an increase by36 million as compared to 2001, mainly explained by (i) the losses related to the GRE businesses in run-off accounted for last year34 million, and (ii)4 million realized capital gains in real estate in 2002. In addition, there was an improvement of9 million associated with the UK discontinued business primarily due to lower loss reserve development compared to 2001 (transferred into the International Insurance Segment in 2002).

/107



ANALYSIS
  OF INVESTMENT RESULTS

The following table summarizes the net investment results of the International Insurance operations for the principal categories of invested assets for the periods indicated. Certain invested assets and associated net investment results are not included, and net investment income is not reduced for investment expenses or interest expense on short-term and long-term debt. Accordingly, the net investment results summarized in the following table are not directly comparable to the net investment results discussed above.



|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|------------------------------------ | ------------------------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ | 
|International
      Insurance(a)     |                         
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|                                     | Years ended December 31, | 
|                                     | 2003                     |  | 2002   |  | 2001   | 
|(in euro millions)                   | Yields                   |  | Amount |  | Yields |  | Amount |  | Yields |  | Amount | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Fixed maturity investments:          |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 5.1%                     |  | 261    |  | 5.7%   |  | 278    |  | 6.6%   |  | 303    | 
|Net realized gains (losses)          | 1.0%                     |  | 53     |  | 2.2%   |  | 106    |  | 2.1%   |  | 95     | 
|Net investment results               | 6.2%                     |  | 314    |  | 7.8%   |  | 383    |  | 8.6%   |  | 397    | 
|Related assets at year end           |                          |  | 4,936  |  |        |  | 5,206  |  |        |  | 4,506  | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Equity investments                   |                          |  |        |  |        |  |        |  |        |  |        | 
|(including participating interests): |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 1.5%                     |  | 24     |  | 1.4%   |  | 23     |  | 1.7%   |  | 29     | 
|Net realized gains (losses)          | (0.9%)                   |  | (13)   |  | (6.8%) |  | (113)  |  | (2.1%) |  | (37)   | 
|Net investment results               | 0.7%                     |  | 11     |  | (5.4%) |  | (90)   |  | (0.4%) |  | (8)    | 
|Related assets at year end           |                          |  | 1,506  |  |        |  | 1,554  |  |        |  | 1,779  | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Real estate:                         |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 4.3%                     |  | 8      |  | 6.8%   |  | 18     |  | 6.8%   |  | 23     | 
|Net realized gains (losses)          | 0.0%                     |  | (0)    |  | 2.9%   |  | 8      |  | (2.5%) |  | (8)    | 
|Net investment results               | 4.3%                     |  | 8      |  | 9.7%   |  | 26     |  | 4.3%   |  | 14     | 
|Related assets at year end           |                          |  | 174    |  |        |  | 227    |  |        |  | 309    | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Loans:                               |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 5.2%                     |  | 29     |  | 5.7%   |  | 30     |  | 10.3%  |  | 6      | 
|Net realized gains (losses)          | 0.0%                     |  | 0      |  | (0.0%) |  | (0)    |  | 0.0%   |  | 0      | 
|Net investment results               | 5.2%                     |  | 29     |  | 5.7%   |  | 30     |  | 10.3%  |  | 6      | 
|Related assets at year end           |                          |  | 630    |  |        |  | 504    |  |        |  | 58     | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Other assets                         |                          |  |        |  |        |  |        |  |        |  |        | 
|and cash and cash equivalents:       |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 3.0%                     |  | 64     |  | 3.9%   |  | 69     |  | 4.9%   |  | 67     | 
|Net realized gains (losses)          | (0.9%)                   |  | (20)   |  | 3.0%   |  | 53     |  | 0.8%   |  | 11     | 
|Net investment results               | 2.1%                     |  | 43     |  | 6.9%   |  | 122    |  | 5.7%   |  | 78     | 
|Related assets at year end           |                          |  | 2,292  |  |        |  | 1,897  |  |        |  | 1,597  | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 
|Total invested assets:               |                          |  |        |  |        |  |        |  |        |  |        | 
|Net investment income                | 4.1%                     |  | 386    |  | 4.6%   |  | 418    |  | 5.3%   |  | 428    | 
|Net realized gains (losses)          | 0.2%                     |  | 20     |  | 0.6%   |  | 54     |  | 0.8%   |  | 60     | 
|Net investment results               | 4.3%                     |  | 406    |  | 5.2%   |  | 472    |  | 6.0%   |  | 488    | 
|Total Invested assets at year end    |                          |  | 9,537  |  |        |  | 9,388  |  |        |  | 8,249  | 
|                                     |                          |  |        |  |        |  |        |  |        |  |        | 

|(a) | The investment yields were calculated on a constant structual
      basis using the average net carrying value of invested assets (for each
      category) in the period. The realized gains were net of realized losses
      and included the net change in valuation allowances on impaired assets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/108



Asset Management
  segment

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

|                                            |                          |  |       |  |       | 
|------------------------------------------- | ------------------------ |  | ----- |  | ----- | 
|Gross Revenues                             
|                                            |                          |  |       |  |       | 
|                                            | Years ended December 31,
|(in euro millions)                          | 2003                     |  | 2002  |  | 2001  | 
|                                            |                          |  |       |  |       | 
|Alliance Capital                            | 2,416                    |  | 2,903 |  | 3,347 | 
|AXA Investment Managers                     | 783                      |  | 820   |  | 696   | 
|National Mutual Funds Management (a)        | 0                        |  | 0     |  | 57    | 
|                                            |                          |  |       |  |       | 
|TOTAL                                       | 3,199                    |  | 3,724 |  | 4,100 | 
|                                            |                          |  |       |  |       | 
|Intercompany transactions                   | (277)                    |  | (313) |  | (370) | 
|                                            |                          |  |       |  |       | 
|Contribution to consolidated gross revenues | 2,922                    |  | 3,411 |  | 3,730 | 
|                                            |                          |  |       |  |       | 

|(a) | The activities of NMFM which were not transferred to the
      joint venture managed by Alliance Capital are closely aligned with activities
      within the Australian/New Zealand Life and Savings segment, and hence have
      been reclassified to the Life & Savings segment starting from 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                 |                          |  |      |  |      | 
|-------------------------------- | ------------------------ |  | ---- |  | ---- | 
|Net Income                      
|                                 |                          |  |      |  |      | 
|                                 | Years ended December 31,
|(in euro millions)               | 2003                     |  | 2002 |  | 2001 | 
|                                 |                          |  |      |  |      | 
|Alliance Capital                 | (89)                     |  | 167  |  | 90   | 
|AXA Investment Managers          | 65                       |  | 51   |  | 48   | 
|National Mutual Funds Management | 0                        |  | 0    |  | 15   | 
|                                 |                          |  |      |  |      | 
|TOTAL                            | (24)                     |  | 218  |  | 153  | 
|                                 |                          |  |      |  |      | 

In 2003, the Asset Management segment accounted for 4% of AXAs consolidated gross revenues after elimination of intercompany transactions (2002 and 2001: 5%). The Asset Management segment had a negative contribution to AXAs 2003 consolidated net income of 2% (positive contributions in 2002: 23% and 2001: 30%); mainly attributable to Alliance Capital.

/109



ALLIANCE
  CAPITAL

The operating results for Alliance Capital are presented below for the periods indicated. This information below is before any elimination of inter-company transactions.

|                                                     |                          |  |         |  |         | 
|---------------------------------------------------- | ------------------------ |  | ------- |  | ------- | 
|Asset Management Operations - Alliance Capital(a)   
|                                                     |                          |  |         | 
|                                                     | Years ended December 31,
|(in euro millions)                                   | 2003                     |  | 2002    |  | 2001    | 
|                                                     |                          |  |         |  |         | 
|Fees, commissions and other revenues                 | 2,416                    |  | 2,903   |  | 3,347   | 
|                                                     |                          |  |         |  |         | 
|Gross revenues                                       | 2,416                    |  | 2,903   |  | 3,347   | 
|                                                     |                          |  |         |  |         | 
|Net investment result                                | (41)                     |  | 224     |  | (55)    | 
|                                                     |                          |  |         |  |         | 
|Total revenues                                       | 2,375                    |  | 3,127   |  | 3,292   | 
|                                                     |                          |  |         |  |         | 
|Administrative expenses                              | (2,100)                  |  | (2,236) |  | (2,470) | 
|                                                     |                          |  |         |  |         | 
|Income before income tax expense                     | 275                      |  | 891     |  | 822     | 
|                                                     |                          |  |         |  |         | 
|Income tax expense                                   | (62)                     |  | (102)   |  | (132)   | 
|Minority interests                                   | (72)                     |  | (230)   |  | (325)   | 
|Goodwill amortization                                | (230)                    |  | (392)   |  | (275)   | 
|                                                     |                          |  |         |  |         | 
|NET INCOME                                           | (89)                     |  | 167     |  | 90      | 
|                                                     |                          |  |         |  |         | 
|Average exchange rate: 1,00
      =                 | $1.13                    |  | 0.95    |  | 0.89    | 
|                                                     |                          |  |         |  |         | 
|(a) Before elimination of intercompany transactions. |                          |  |         |  |         | 
|                                                     |                          |  |         |  |         | 

The year on year commentaries below are based on the operating results of the segment before elimination of inter-company transactions (refer to Note 32 Segment information to the consolidated financial statements included elsewhere in this annual report for further information).

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Assets under Management(AUM) were up by7 billion to376 billion at December 31, 2003, mainly driven by positive market impact (+71 billion) and net new money (+7 billion) partly offset by adverse foreign exchange rates impact (71 billion). At constant exchange rates, AUM increased by +23%. Net inflows totaled7 billion and were attributable to net new money of9 billion,4 billion and6 billion for Institutional, Private Client, and retail sectors, respectively. Retail outflows were predominantly coming from cash management products ( 4 billion).

Gross revenues(before elimination of inter-company transactions) were down by487 million to2,416 million in 2003, or nearly stable (0.4%) at constant exchange rates. This was mainly due to lower institutional research fees and distribution revenues, partially offset by higher performance fees from strong investment returns. Institutional research fees decreased by 9% due to lower NYSE transaction volumes and pricing pressures.

Net investment resultdecreased by265 million to41 million in 2003, compared to224 million in 2002. 2002 net investment result benefited from an exceptional item related to a partial release (277 million) of the provision set up in 2000 to offset the dilution gain in connection with the acquisition of Sanford C. Bernstein, Inc. Excluding this item, and on a constant exchange rates basis, net investment result was nearly stable (+4 million).

/110



Administrative expensesdecreased by136 million to 2,100 million in 2003, or an increase of+277 million at constant exchange rates. This deterioration was mainly attributable to a291 million (243 million at 2003 exchange rates) charge for legal proceedings and mutual funds investigation settlement matters recorded at the end of September and December 2003. This unfavorable item was partly offset by lower promotion expenses

Income tax expensedecreased by40 million or28 million at constant exchange rates, mainly driven by lower operating income.

Goodwill amortizationdecreased by162 million, or126 million on a constant exchange rates basis. This was mainly due to the 2002 exceptional impact of the amortization over the year of an additional goodwill generated in Alliance Capital (129 million impact in 2002), following the exercise by the former shareholders of Sanford Bernstein of their liquidity put option.

Net incomedecreased by256 million to89 million. At constant exchange rates, the decrease (264 million) was mainly due to (i) the exceptional  impact of the 2002 exceptional profit related to the exercise by the former shareholders of Sanford Bernstein of their liquidity put option (148 million net Group share impact), and (ii) the charge recorded in 2003 for legal proceedings and mutual funds investigation settlement matters (124 million net Group share impact).

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Assets under Management(AUM) decreased by144 billion to369 billion at December 31, 2002, a decrease of69 billion or 15% on a constant exchange rate basis as compared to 2001. The decrease was mainly due to adverse impact in respect of unfavorable stock market conditions. Net outflows totaled4.5 billion and were attributable to outflows in retail of12.7 billion (of which6.5 billion in net cash management outflows), partially offset by private clients and institutional net new money of4.2 billion and4.0 billion, respectively.

Gross revenues(before elimination of inter-company transactions) were down by443 million in 2002 as compared to 2001, or a decrease of 8% on a constant exchange rate basis, due to lower distribution revenues and advisory fees, in line with lower average AUM, down 8% as compared to 2001. Institutional research services grew by 11% driven by expanded research coverage and broader trading capabilities.

Net investment resultincreased to224 million in 2002 as compared to55 million in 2001 mainly due to an exceptional item related to a partial release (277 million) of the provision set up in 2000 to offset the dilution gain in connection with the acquisition of Sanford C. Bernstein, Inc. This release was due to the buy-back of 8.16 million private units in Alliance Capital to the former shareholders of Sanford C. Bernstein, Inc., after these shareholders exercised their liquidity put option: it generated an additional goodwill, which was entirely amortized over the year (129 million at average exchange rate) as discussed below.

Administrative expensesdecreased by234 million in 2002 as compared to 2001, or down 4% on a constant exchange rate basis. The decrease in expenses was primarily due to lower cash compensation and promotion expenses, partially offset by higher Bernstein acquisition-related expenses (higher deferred compensation and rent), and legal costs.

/111



Net incomeincreased by77 million to167 million in 2002 as compared to 2001. The increase was primarily due to the buyback of Alliance Capital units in connection with the Sanford C. Bernstein transaction, partly reduced by (i) an increase in goodwill amortization of117 million (129 million at average exchange rate) following the buyback, as previously discussed, less5 million due to foreign exchange rate fluctuations, and (ii) the impact of lower revenues and average AUM due to the declining market environment.

As a result of the acquisition of 8.16 million private units, AXA Financials ownership interest in Alliance Capital increased by 3 points from approximately 53% at year-end 2001 to 56% at year-end 2002.

AXA INVESTMENT MANAGERS (AXA IM)

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



|                                                               |                          |  |       |  |       | 
|-------------------------------------------------------------- | ------------------------ |  | ----- |  | ----- | 
|Asset
      Management Operations - AXA Investment Managers(a) |                         
|                                                               |                          |  |       |  |       | 
|                                                               | Years ended December 31, | 
|(in euro millions)                                             | 2003                     |  | 2002  |  | 2001  | 
|                                                               |                          |  |       |  |       | 
|Fees, commissions and other revenues                           | 783                      |  | 820   |  | 696   | 
|                                                               |                          |  |       |  |       | 
|Gross revenues                                                 | 783                      |  | 820   |  | 696   | 
|                                                               |                          |  |       |  |       | 
|Net investment result                                          | 13                       |  | 9     |  | 12    | 
|                                                               |                          |  |       |  |       | 
|Total revenues                                                 | 796                      |  | 830   |  | 708   | 
|                                                               |                          |  |       |  |       | 
|Administrative expenses                                        | (669)                    |  | (716) |  | (602) | 
|                                                               |                          |  |       |  |       | 
|Income before income tax expense                               | 127                      |  | 114   |  | 106   | 
|                                                               |                          |  |       |  |       | 
|Income tax expense                                             | (36)                     |  | (38)  |  | (34)  | 
|Minority interests                                             | (14)                     |  | (12)  |  | (13)  | 
|Goodwill amortization                                          | (11)                     |  | (13)  |  | (10)  | 
|                                                               |                          |  |       |  |       | 
|NET INCOME                                                     | 65                       |  | 51    |  | 48    | 
|                                                               |                          |  |       |  |       | 
|(a) Before elimination of intercompany
      transactions.     |                          |  |       |  |       | 
|                                                               |                          |  |       |  |       | 

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Assets under Management(AUM) reached292 billion, up by24 billion compared to December 31, 2002. This improvement was mainly driven by positive market effect (+19 billion) and net new money (+13 billion), partly offset by adverse exchange rates impact (8 billion). At constant exchange rates, AUM increased by +12%. Positive net new money mainly stemmed from the Institutional segment, especially structured products and international equities.

Gross revenues(before elimination of intercompany transactions, i.e. including fees earned from AXA insurance companies) were down by37 million in 2003 as compared to 2002, or stable at constant exchange rates. After elimination of inter-company transactions, gross revenues increased by 1%. After exclusion of fees retroceded to distributors, net revenues increased by 4% at constant exchange rates to554 million. This increase stemmed from higher management fees (+8%) stemming from higher average AUM (+5%) and slightly average fees (mainly higher Unit Linked fees and higher Institutional weight), partly offset by lower performance fees (24%).

Net investment resultreached13 million, nearly flat compared to 2002.

/112



Administrative expensesdecreased by46 million compared to 2002, to669 million. Excluding commissions paid to third party agents, they decreased by20 million, or a slight increase of6 million at constant exchange rates.

Net incomeincrease by15 million to65 million, reflecting mainly higher net revenues.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Assets Under Management(AUM) declined by9 billion to268 billion at December 31, 2002, with net new money inflows (12 billion) more than offset by market depreciation (13 billion) and net negative impact of foreign exchange movements (8 billion).

Gross revenues(before elimination of inter-company transactions) reached820 million, down 1.4% on a comparable basis. After elimination of inter-company transactions, gross revenues decreased by 1.4% on a comparable basis to633 million. Most of the decrease related to lower management and front-end fees collected by AXA IM on behalf of some unit-linked and retail products external distributors. After exclusion of fees retro-ceded to distributors, net revenues increased by 11% on a comparable basis to563 million. This increase was mainly driven by higher net management fees (up27 million or 5%), stemming from higher average AUM (up 1.2%, at274 billion) and from a favorable change in product mix towards higher-fee products, combined with higher real estate transaction fees (up20 million), while performance fees grew by5 million, notably from AXA Rosenberg.

Administrative expenses,excluding commissions paid to third party agents, increased by57 million in 2002 as compared to 2001, or an increase of40 million on a comparable basis. This increase was principally due to higher personnel expenses by24 million in relation with business growth, and to higher marketing costs by6 million. The main other changes included an increase in premises costs by4 million and in depreciation by5 million, which were offset by a reduction in consulting fees and IT expenses of7 million and5 million, respectively.

Net incomeincreased by3 million to51 million in 2002 as compared to 2001.

Other
  Financial Services Segment

The tables below present the gross revenues and net income for the Other Financial Services segment for the periods indicated:

|                                            |                          |  |       |  |       | 
|------------------------------------------- | ------------------------ |  | ----- |  | ----- | 
|Gross Revenues                             
|                                            |                          |  |       |  |       | 
|                                            | Years ended December 31, | 
|(in euro millions)                          | 2003                     |  | 2002  |  | 2001  | 
|                                            |                          |  |       |  |       | 
|French banks                                | 142                      |  | 137   |  | 198   | 
|German banks                                | 136                      |  | 133   |  | 114   | 
|AXA Bank Belgium                            | 551                      |  | 723   |  | 767   | 
|Other                                       | 37                       |  | 52    |  | 89    | 
|                                            |                          |  |       |  |       | 
|TOTAL                                       | 866                      |  | 1,046 |  | 1,168 | 
|                                            |                          |  |       |  |       | 
|Intercompany transactions                   | (30)                     |  | (26)  |  | (40)  | 
|                                            |                          |  |       |  |       | 
|Contribution to consolidated gross revenues | 836                      |  | 1,020 |  | 1,128 | 
|                                            |                          |  |       |  |       | 

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|                   |                          |  |      |  |      | 
|------------------ | ------------------------ |  | ---- |  | ---- | 
|Net Income        
|                   |                          |  |      |  |      | 
|                   | Years ended December 31, | 
|(in euro millions) | 2003                     |  | 2002 |  | 2001 | 
|                   |                          |  |      |  |      | 
|French banks       | (20)                     |  | (14) |  | 15   | 
|German banks       | 0                        |  | 2    |  | (1)  | 
|AXA Bank Belgium   | 80                       |  | 33   |  | 48   | 
|Other              | 78                       |  | 99   |  | 36   | 
|                   |                          |  |      |  |      | 
|TOTAL              | 138                      |  | 119  |  | 97   | 
|                   |                          |  |      |  |      | 

In 2003, Other Financial Services Segment accounted for 1% of AXAs consolidated gross revenues after elimination of inter-company transactions (2002: 1% and 2001: 2%). The segment contributed 14% to AXAs consolidated 2003 net income (2002: 13% and 2001: 19%).

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Gross revenues(before elimination of intercompagny transactions) decreased by180 million, mainly attributable to AXA Bank Belgium (172 million). This was mainly due to lower revenues on inter-bank operations and fixed income portfolio, despite higher volume of mortgage loans.

Net incomeincreased by20 million to138 million in 2003. This improvement was primarily due to higher net income in AXA Bank Belgium (+47 million to80 million), mainly due to higher capital gains of which13 million related to the sale of Crédit Lyonnais shares. The increase was partly offset by lower net income in French Banks (6 million) due to integration cost of Banque Directe partly offset by the exceptional impact of Banque Directe one-off goodwill amortization in 2002 (13 million), and (iii) lower positive run-off development in CFP sub-group (16 million), although it remained significantly positive in 2003.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Net incomeincreased by22 million to119 million in 2002 (2001:97 million and 2000:121 million), primarily due to a lower goodwill amortization in 2002 (down to14 million) as compared to 2001. This impact was partly offset by (i) the decrease in contribution from the French banks (decrease by18 million), mainly due to the transfer of the securities management activity outside the Group in July 2001 and to the losses linked to Banque Directe (acquired from BNP Paribas in 2002) as well as integration costs, and (ii) AXA Bank Belgium 2002 operating result decreased, as 2001 result included a release of provisions for corporate loans and general banking provisions.

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Holding
  Company Activities

The Holding Company activities consist of AXAs non-operating companies, including mainly AXA (the Company) being the parent company for AXA Group, AXA France Assurance, AXA Financial, AXA Asia Pacific Holdings and AXA UK Holdings. The net (loss) income from these activities are presented in the table below for the periods indicated.

|                               |                          |  |       |  |       | 
|------------------------------ | ------------------------ |  | ----- |  | ----- | 
|Net Income                    
|                               |                          |  |       |  |       | 
|                               | Years ended December 31, | 
|(in euro millions)             | 2003                     |  | 2002  |  | 2001  | 
|                               |                          |  |       |  |       | 
|AXA, The Company               | (225)                    |  | (162) |  | (218) | 
|Other French holding companies | (9)                      |  | 69    |  | 120   | 
|Foreign holding companies      | (137)                    |  | (164) |  | (220) | 
|                               |                          |  |       |  |       | 
|TOTAL                          | (371)                    |  | (257) |  | (318) | 
|                               |                          |  |       |  |       | 

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Net incomedecreased by114 million in 2003 to a loss of371 million in 2003. This trend was primarily attributable to (i) AXA SA (63 million), mainly impacted by an increase of financial charges (62 million) partly due to a shift from variable rates to fixed rates to protect future financial charges, (ii) other French Holding companies (78 million) stemming from the absence in 2003 of net capital gains compared to a high level of capital gains in previous year, and (iii) Australia/New-Zealand holding (75 million) as 2002 benefited from a87 million capital gain on the sale of health activities. These unfavorable items were partly compensated by a higher net income in the German holding companies (+86 million). This increase was mainly due to higher capital gains mainly explained by the sale of Colonia Re J.V., the joint venture with General Re (+10 million), to a lower tax charge (57 million) despite higher operating income as 2002 was unfavorably impacted by change in fiscal regime (29 million), and as 2003 benefited from a non-recurring profit (17 million) arising from the release of a tax provision set up when acquiring German operations, in connection with the sale in 2003 of AXAs participation in Colonia Re J.V., and to higher investment income.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Net incomeincreased by61 million in 2002 as compared to 2001 due primarily to (i) a one-off profit on the sale of AXA Health of87 million (net group share) in August 2002, and (ii) decrease in interest expense by117 million mainly in AXA, the Company, (down by137 million) due to a lower interest charge, as a result of declining interest rates and the strengthening of the euro against mostly U.S. dollar, Japanese yen and Pound Sterling. This impact was partly offset by (i) a combined decrease in net realized capital gains by AXA (the company) and the other French holding companies of129 million as compared to 2001, and (ii) a deterioration of28 million by the German holding companies as compared to 2001 arising from revised German tax rules.

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Liquidity
  and Capital Resources

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

The Company and each of its major operating subsidiaries are responsible for financing their operations. The Company, as the holding company for the AXA Group, coordinates these activities and, in this role, participates in financing the operations of certain subsidiaries. Certain of AXAs subsidiaries, including AXA France Assurance, AXA Financial Inc., AXA Asia Pacific Holdings and AXA UK Holdings are also holding companies and are dependent on dividends received from their own subsidiaries for funds to meet their obligations. In addition, some of AXAs principal subsidiaries are subject to restrictions on the amount of dividends and debt repayments that can be paid. Based on the information currently available, AXA does not believe that such restrictions constitute a material limitation on its ability to meet its obligations or pay dividends.

AXAS
  INSURANCE OPERATIONS

The principal sources of funds for AXAs insurance operations are premiums, investment income and proceeds from sales of invested assets. The major uses of these funds are to pay policyholder benefits, claims and claims expenses, policy surrenders and other operating expenses, and to purchase investments. The liquidity of insurance operations is affected by, among other things, the overall quality of AXAs investments and the ability of AXA to realize the carrying value of its investments to meet policyholder benefits and insurance claims as they fall due.

LIFE & SAVINGS

Liquidity needs can also be affected by fluctuations in the level of surrenders, withdrawals and guarantees to policy-holders in the form of minimum income benefits or death benefits specifically on variable annuity business (see Item 4  Information on the Company  Life & Savings  Surrenders).

AXAs investment strategy is designed to match the net investment results (the investment yield) and the estimated maturity of its investments with expected payments on insurance contracts. AXA regularly monitors the valuation and maturity of its investments and the performance of its financial assets. Financial market performance may affect the level of surrenders and withdrawals on life insurance policies, as well as projected immediate and long-term cash needs. AXA adjusts its investment portfolios to reflect such considerations.

PROPERTY & CASUALTY AND INTERNATIONAL INSURANCE

Liquidity needs can be affected by actual claims experience if significantly different from the estimated claims experience (see Item 4  Information on the Company Property & Casualty - Claims Reserves).

Insurance cash flows are generally positive and can be slightly negative in the case of exceptional events. A portion of the assets is invested in liquid, short-term bonds and other listed securities in order to avoid additional liquidity risk that may arise from such events. In the event of large catastrophic or other losses, AXAs Property & Casualty operations would be able to liquidate a certain amount of their investment portfolios.

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ASSET MANAGEMENT AND FINANCIAL SERVICES

The
  principal sources of liquidity relating to these operations are operating cash
  flows, proceeds from the issuance of ordinary shares (where applicable), credit
  facilities and other borrowings from credit institutions. The
  financing needs of asset management subsidiaries arise from their activities,
  which require working capital, in particular to finance prepaid commissions
  on some mutual fund-type products.

SOURCES
  OF LIQUIDITY

At
  December 31, 2003, AXAs consolidated balance sheet included cash and cash
  equivalents of19.4
  billion (2002: 18
  billion), excluding bank overdrafts of1.0
  billion in 2003, (2002:1.1
  billion). The Company (statutory accounts) had cash and cash equivalents of1.851
  billion at December 31, 2003 versus195
  million a year earlier. This increase was primarily due to1.4
  billion from the investment of funds raised through the issue of ORANs (bonds
  redeemable in shares or cash) in the fourth quarter of 2003, intended to finance
  the contemplated acquisition of MONY in the United States. The Company did not
  have any amounts outstanding on bank overdrafts at December 31, 2003.

On a consolidated basis, the aggregate principal payments required to be made on subordinated and non-subordinated debt instruments issued for 2004 and the four years thereafter amount to2,394 million (including1,389 million relating to ORANs ) in 2004,684 million in 2005,339 million in 2006,3 million in 2007 and397 million in 2008. The remaining9.793 million matures after 2008. Amounts owed to credit institutions are generally payable on demand, except those of the Company. Off-balance sheet commitments are discussed in Note 30 to the consolidated financial statements.

As part of its risk management, AXA has for a number of years carefully monitored to contractual clauses, particularly those that may cause debts to become repayable before due date. A large proportion of AXAs debts consists of subordinated bonds that do not feature any early redemption clauses, except in the event of liquidation. Early redemption clauses (puts, default triggers, rating triggers) are in general avoided by AXA. However, when market practice makes them unavoidable, AXA has a centralized method of monitoring these clauses. AXA is not currently party to early redemption clauses that management believe could reasonably be expected to have a material adverse affect on AXAs consolidated financial position taken as a whole.

SUBORDINATED DEBT

At
  December 31, 2003, the Company (statutory accounts) had outstanding subordinated
  debt of8,119
  million, or  7,592
  million taking into account a527
  million reduction for the impact of foreign exchange derivative instruments.

On a consolidated basis at December 31, 2003, AXAs total outstanding subordinated debt totaled8,980 million, after taking into account all intra-group eliminations, or8,453 million after taking into account a527 million decrease relating to foreign exchange derivative instruments (2002:8,589 million,8,300 million and289 million respectively).

The increase of153 million in 2003 (after the impact of foreign exchange derivative instruments), or555 million at constant exchange rates, was mainly due to the following factors. As part of the Companys5.0 billion EMTN (Euro Medium Term Note) program, AXA issued $500 million (396 million) of fixed-rate undated subordinated bonds in May 2003, and500 million of perpetual bonds through private placement in the second half of 2003. In addition, there was new subordinated debt issued by AXA Bank Belgium, aiming at refinancing its loan production. This increase was partly offset by the repayment of AXA Japans external debt (144 million) and a positive impact from foreign exchange derivatives (238 million) due to the strengthening of euro against other currencies.

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At December 31, 2003, the potential number of ordinary shares to be issued upon conversion of AXAs total outstanding subordinated convertible debt was around 64.0 million (2002: 64.0 million).

For further information, refer to Notes 18 and 22 to the consolidated financial statements.

NON-SUBORDINATED DEBT INSTRUMENTS

At
  December 31, 2003, the Company (statutory accounts) had outstanding non-subordinated
  debt instruments of3,423
  million, an increase of1,457
  million from1,966
  million at December 31, 2002. Most of this outstanding debt at December 31,
  2003 and 2002 was classified as financing debt. The increase in 2003 was mainly
  due to the issue of  1,406
  million of ORAN bonds (1,389
  million after the elimination of intercompany transaction)  see here-below.

On a consolidated basis, AXAs total outstanding issued non-subordinated debt amounted to5,156 million at December 31, 2003, an increase of474 million from the4,682 million figure a year earlier. Of the total non-subordinated debt outstanding at December 31, 2003, the amounts classified as financing debt and operating debt equaled4,459 million and697 million, respectively (2002:3,622 million, and1,060 million respectively). On a constant exchange rate basis, the increase was864 million and was primarily due to the following factors:

- Financing debt increased by1,161 million. This was mainly due to ORANs issued following the exercise of warrants allocated free of charge, to shareholders as part of the contemplated acquisition of MONY (1,389 million after the elimination of intra-group financing). This was partly offset by the redemption of258 million of 6% mandatory convertible bonds issued by AXA Colonia Konzern Finance in 1998, and the partial redemption of AXA Financials senior bonds (73 million).
- Operating debt decreased by297 million, mainly as a result of a316 million fall in operating debt in AXA Banque which, after the absorption of Banque Directe, became a net lender in the market. As a result, AXA Banque repaid its debts without raising new funds in the market. This decrease was partly offset by an increase in other operating debts, particularly following the entry of Vendôme Haussmann into the scope of consolidation, leading to an increase of95 million.

Of AXAs total outstanding debt at December 31, 2003, short-term debt (maturity of 1 year or less) equaled2,355 million, of which1,789 million related to the Company (mainly consisting of ORAN bonds). In connection with the contemplated acquisition of MONY Group Inc  a life insurance company based in New York, also known as MONY , AXA decided to finance this proposed transaction by issuing ORAN bonds (bonds redeemable in shares or cash), for an amount of1.4 billion. The ORAN were issued upon the exercise of warrants allocated free of charge by AXA to its shareholders.

Those owning shares on September 19, 2003 received a warrant for every share held. As a result, 1,763,924,947 warrants were issued. These warrants gave holders the right to subscribe one ORAN bond at a price of12.75 for every 16 warrants held. As a result, 110,245,309 ORANs were issued for a total amount of1,405,627,690.

Each ORAN will be automatically redeemed by the issuance of one new ordinary AXA share following the closing date of the acquisition. If the acquisition is not completed, and at the latest by December 21, 2004, the ORANs will be redeemed in cash at par, with accrued interest of 2.4% prorate temporis.

For further information see Note 22 to the consolidated financial statements.

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AMOUNTS OWED TO CREDIT INSTITUTIONS

On a consolidated basis at December 31, 2003, amounts owed by the Company and its subsidiaries to credit institutions totaled3,851 million as compared to5,018 million at December 31, 2002, or a decrease of1,167 million. Of the total amounts owed to credit institutions outstanding at December 31, 2003, financing and operating debts (including bank overdrafts for1,016 million), represented29 million and3,822 million, respectively. The decrease of1,167 million was attributable primarily to the following items:

- In 2003, AXA Bank Belgiums debt fell by480 million since financing needs were essentially fed through current accounts with the National Bank of Belgium.
- AXA Banques operating debt fell by142 million, and Colonia Bausparkasses by160 million, mainly due to the reduction in regulatory liquidity requirements for real estate companies introduced early 2003.
- AXA entirely repaid a254 million bank loan.
- Bank overdrafts were reduced by around60 million across the whole group.

For further information refer to Note 19 to the consolidated financial statements.

ISSUANCE OF ORDINARY SHARES

On May 9, 2001, in AXAs annual general meeting of shareholders, shareholders approved a four-for-one split of AXAs ordinary shares and two-for-one split of AXAs American Depository Shares (ADS). As a result, the ratio of AXA ADSs to AXA ordinary shares changed from one ADS representing one-half of an ordinary share to one ADS representing one ordinary share.

The information provided below is given on a post 4-for-1 stock split basis.

Since 1994, AXA has regularly offered shares to its employees. In 2003, AXA employees invested a total of188 million in the employee stock ownership program (13 million in July 2003 and175 million in December 2003) resulting in the issuance of 15.1 million AXA ordinary shares. At December 31, 2003, AXA employees held approximately 4.8% of AXA ordinary shares (including ADSs) compared to 4% at December 31, 2002.

In addition, during 2003, approximately 0.8 million ordinary shares were issued in connection with the exercise of AXA share options in 2003 (2002: 0.8 million ordinary shares).

In 2003, the number of AXA ordinary shares held in treasury fell slightly, by 0.9 million with respect to December 31, 2002 (1.3 million shares were sold and 0.4 million acquired during 2003). At December 31, 2003, AXA held approximately 29.6 million of its ordinary shares at a book value of473 million (2002:489 million), or 1.8% of the total outstanding ordinary shares (unchanged relative to 2002). These shares are allocated principally to the AXA Financial stock-option program, where options have been granted to AXA Financial employees to acquire AXA ADSs.

DIVIDENDS RECEIVED

Dividends paid to the Company were approximately1,109 million in 2003 (2002:1,481 million, 2001:1,882 million), of which approximately250 million were in currencies other than the euro (2002:387 million, 2001:410 million). The net decrease in dividends received during 2003 related principally to a decrease in dividends received from (i) AXA Konzern AG, which reduced its dividend payment by132 million, (ii) AXA Holdings Belgium, which paid no

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dividend
  in 2003 versus177
  million in 2002, (iii) AXA Financial, which reduced its dividend by128
  million and (iv) AXA Participations II, which cut its dividend by80
  million to147
  million. This decrease was partly offset by (i) a 102
  million increase in the dividend paid by AXA France Assurance to580
  million and (ii) a non-recurring dividend of52
  million paid by Compagnie Financière de Paris in 2003.

The Company is not subject to restrictions on dividend payments, provided that its accumulated profits are sufficient to cover them. However, some subsidiaries, particularly insurance companies, are subject to restrictions on the amount of dividends they can pay to shareholders. For more information on these restrictions, see Note 34 to the consolidated financial statements and Risks Factors in Item 3 of this annual report.

The Company anticipates that cash dividends received from operating subsidiaries will continue to cover its operating expenses including planned capital investment in existing operations, interest payments on its outstanding debt and borrowings, and dividend payments during each of the next three years. AXA expects that anticipated investments in subsidiaries and existing operations, future acquisitions and strategic investments will be funded from available cash flow remaining after payments of dividends, debt service and operating expenses, proceeds from the sale of non-strategic assets and businesses and future issues of debt and equity securities.

USES
  OF FUNDS

Interest paid by the Company in 2003 totaled487 million (2002:564 million, 2001:635 million) or252 million after derivative instruments used to hedge the Companys financial charges (2002:311 million, 2001:606 million). The Companys annual interest expense is expected to be approximately350 million, after taking into account hedging instruments, during each of the next three years. On a consolidated basis, total interest paid in cash in 2003 was835 million (2002:894 million, 2001:913 million) or600 million after derivative instruments (2002:641 million).

Dividends paid to AXA shareholders in 2003 totaled599 million in respect of the 2002 financial year, or0.34 per ordinary share, versus0.56 per share paid in respect of the 2001 financial year (971 million in total). All dividends in respect of the financial years ended in 2002 and 2001 were paid in cash.

SOLVENCY
  MARGINS AND RISK BASED CAPITAL

Each insurance company within AXA is required by regulations in the local jurisdictions to maintain minimum levels of capital adequacy and solvency margin. The primary objective of the solvency margin requirements is to protect policyholders. AXAs insurance subsidiaries are in compliance with the applicable solvency requirements.

The solvency and capital adequacy margins in general are calculated based on a formula that contains variables for expenses, inflation, investment earnings, death, disability claims, surrenders, premium dormancy and policyholder options, distribution of assets among investment categories, and the matching of specific categories of assets and liabilities.

In
  addition, a European Directive dated October 27, 1998 requires a consolidated
  solvency calculation effective for periods ending on or after December 31, 2001.
  France transposed this directive under an ordinance dated August 29, 2001, decreed
  on March 14, 2002 and applicable from 2002. The
  new requirements are regulated in France by the Commission de Contrôles
  des Assurances, des Mutuelles, et des Institutions de Prévoyance.

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Certain AXA subsidiaries with financial services activities must comply with various French and European regulations that require each to maintain, depending on its area of activity (bank, credit establishment or other), a minimum liquidity ratio or a minimum solvency ratio.

On this basis, and taking into account future profits as advised by the 2002.12 Directive dated from March 5, 2002, the adjusted solvency ratio is approximately 212% at December 31, 2003, compared to 172% at December 31, 2002. If Solvency I rules, which are deemed to be effective as of January 1, 2004, were applied, AXAs European consolidated solvency margin would be 205% based on December 31, 2003 estimates.

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

A schedule of future payments under certain material contractual obligations for AXA Group is set out in the table below as at December 31, 2003.

|                        |        |  |                        |  |           |       |           |     |             |       | 
|----------------------- | ------ |  | ---------------------- |  | --------- | ----- | --------- | --- | ----------- | ----- | 
|Contractual obligations |        |  | Payments due by period | 
|                        | Total  |  | Less than 1 year       |  | 1-3 years |       | 3-5 years |     | More than   |      
|(in euro millions)      |        |  | (a)                    |  | (b)       |       | (c)       |     | 5 years (d) |      
|                        |        |  |                        |  |           |       |           |     |             |       | 
|Subordinated debt       | 8,452  |  | 38                     |  |           | 336   |           | 50  |             | 8,028 | 
|Non subordinated debt   | 5,156  |  | 2,355                  |  |           | 686   |           | 351 |             | 1,764 | 
|                        |        |  |                        |  |           |       |           |     |             |       | 
|TOTAL                   | 13,608 |  | 2,393                  |  |           | 1,022 |           | 401 |             | 9,792 | 
|                        |        |  |                        |  |           |       |           |     |             |       | 

|(a) | Relates to payments due in 2004.               
|--- | -----------------------------------------------
|(b) | Relates to payments due in 2005 and 2006.      
|(c) | Relates to payments due in 2007 and 2008.      
|(d) | Relates to payments due in 2009 and thereafter.

This table includes subordinated debt issued by AXA (the Company) and its subsidiaries and non- subordinated debt issued by AXA (the Company) refer to detailed disclosure in notes 14 and 18 to the consolidated financial statements included in Item 18 to this Annual Report.

As described above, AXA also has amounts borrowed from credit institutions, amounting to3,851 million (including bank overdrafts for1,016 million). Of the total amounts owed nearly all of the arrangements are payable on demand, except those of the company.

AXA also has contractual obligations: (i) to policyholders and/or designated beneficiaries in respect of life, health, retirement contracts and other savings-related contracts, and (ii) to policyholders in respect of property & casualty contracts including cover for 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 of insurable loss events. In addition, from time to time, AXA the Company and or its subsidiaries may become involved in contractual arrangements to which an unconsolidated entity is a party, which may assume many different forms such as, guarantees, subordinated retained interests in assets transferred, derivative instruments, obligations under variable

/121



interest entities including special purpose entities and other contingent arrangements. Information on contingent commitments material to AXA can be found in Notes to the consolidated financial statements included elsewhere in this annual report, specifically, Note 14 for subordinated debt, Note 18 for debt instrument issued and Note 19 for amounts owed to credit institutions, Note 26 for details on off balance sheet commitments given for the time periods as presented above, Notes 27 and 34 (h) for unfunded commitments specific to variable interest entities including special purpose entities. Specific to our U.S operations, AXA Financial has obligations under contingent commitments at December 31, 2003, including: Equitable Lifes and Alliance Capitals respective revolving credit facilities and commercial paper programs; Alliance Capitals US$ 100 million Extensible Commercial Notes program; insurance operations US$ 170 million letters of credit; Alliance Capitals US$ 125 million guarantee on behalf of SCBL, a wholly-owned support services subsidiary of Alliance Capital and AXA Financials guarantees or commitments to provide equity financing to certain limited partnerships of US$ 343 million.

Our subsidiary, Alliance Capital has a US$ 166 million accrual for compensation and benefits, of which approximately US$ 72 million is expected to be paid in 2005-2006, US$ 27 million in 2007-2008 and the rest thereafter.

AXA is also exposed to potential risk related to its own ceded reinsurance arrangements either by AXAs insurance companies (via AXA Cessions) or by AXAs RE. Therefore, AXA is exposed to potential risk with other insurers and to insurance guaranty fund laws in all 50 states in the United States of America, the District of Columbia and Puerto Rico. Under these laws, insurers doing business in these states can be assessed amounts up to prescribed limits to protect policyholders of companies that become impaired or insolvent. Similar policyholder protection mechanisms also exist in other countries in which AXA operates, such as, the United Kingdom and Japan (see Item 4 Additional factors  Regulation). In the aftermath of the September 11, 2001 terrorist attacks, while traditional indicators continue to be used to monitor insurers financial position, the ability of otherwise fiscally health insurers, or even the insurance industry, to absorb further catastrophic losses of such a nature cannot be predicted.

SUBSEQUENT EVENTS AFTER DECEMBER 31, 2003, AFFECTING AXAS LIQUIDITY

Refer to Note 35 to the Consolidated Financial Statements included under Item 18 to this annual report.

CONSOLIDATED CASH FLOWS

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Net
  cash provided by operating activities totaled15.3
  billion for the year ended December 31, 2003 (2002: 14.3
  billion). Net cash provided from operating activities in 2003 was1
  billion higher than the prior year in line with improved operational performances.
  A growth in gross revenues was experienced in two of AXAs major markets:
  i) Life & Savings - notably due to strong sales in the United States following
  the launch of a variable annuity product, and in Belgium and Germany that benefited
  from a high level of sales on non unit-linked products, interest-linked products
  in Belgium and group pension funds in Germany, ii) Property & Casualty 
  showing good performance especially in France and in the UK through successful
  rates increase and positive net inflows. Additionally, there was a favorable
  impact in relation to claims and expense management evolution, the combined
  ratio for the Group dropping 3 basis points over the prior year.

Net cash used in investing activities was13.1 billion for the year ended December 31, 2003 (2002: net cash used of10.8 billion). The increase in cash used in investing activities compared to the prior year is mainly due to the reversal

/122



of the downturn that had persisted in the financial markets for three years running. The first solid steps in a synchronized global recovery led by the United States, combined with the recovery in corporate earnings, helped the global s stock markets to recover to a certain extent . The recovery of the stock market was overall after the lowest points reached in March 2003.

Net cash provided by financing activities totaled0.6 billion for the year ended December 31, 2003 (2002: net cash used of2.1 billion). This position is due (i) to ORANs issued following the exercise of warrants allocated free of charge, to shareholders as part of contemplated acquisition of MONY (1,4 billion), (ii) the issue by AXA of0.4 billion of fixed-rate undated subordinated bonds in May 2003 and (iii)0.5 billion of perpetual bonds through private placement in the second half of 2003.

The net impact of the foreign currency fluctuations was a decrease of approximately0.7 billion in net cash for the year ended December 31, 2003 (2002: decrease of0.8 billion). The net change was due to a strengthening of the Euro against most currencies, notably the United States dollar, the Japanese yen and British pound sterling. The operating, investing and financing activities described above, as well as the impact of foreign exchange and change in scope of consolidation, resulted in an increase in net cash and cash equivalents of1.9 billion in 2003 (2002: increase of0.5 billion).

At December 31, 2003, total consolidated gross cash and cash equivalents amounted to19.4 billion, or net cash and cash equivalents of18.4 billion after deducting bank overdrafts that were classified under amounts owed to credit institutions in AXAs consolidated balance sheet (2002:17.6 billion and16.5 billion net of bank overdrafts, respectively).

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Net
  cash provided by operating activities totaled14.3
  billion for the year ended December 31, 2002 (2001:12.8
  billion). Net cash provided from operating activities in 2002 was1.5
  billion higher than the prior year in line with improved operational performances.
  A growth in gross revenues was experienced in three of AXAs major markets:
  (i) Life & Savings notably due to strong sales in the United States following
  the launch of a variable annuity product, and in Japan from the acquisition
  of additional shares in group pensions;(ii) Property & Casualty and (iii)
  International Insurance, both of which were favorably impacted by tariff increases.
  Additionally, there was a favorable impact in relation to claims and expense
  management evolution, the combined ratio for the Group dropping 6 basis points
  over the prior year.

Net cash used in investing activities was10.8 billion for the year ended December 31, 2002 (2001: net cash used of20.8 billion). The decline in cash used in investing activities compared to the prior year is a function of the difficult and volatile investment environment experienced throughout 2002, notably the large decline in equity markets, which directly adversely impacted the level of funds available for re-investment associated with the UK With Profit portfolio.

Net cash used in financing activities totaled2.1 billion for the year ended December 31, 2002 (2001: net cash used of1.6 billion). 2002 was similar to 2001in that the majority of the financing activity related to refinancing the Groups existing debt facilities. This increase in the repayment of debt facilities was primarily due to (i) amounts owed to credit institutions for AXA Bank Belgium, which uses repurchase securities in order to manage the varying liquidity position of the bank and (ii) the refinancing of the Companys existing short-term debt (notably the Companys commercial paper issued in 2000) partly financed by the drawdown by the Company of approximately500 million from its existing3.0 billion Euro Medium Term Note program.

/123



The net impact of the foreign currency fluctuations was a decrease of approximately0.8 billion in net cash for the year ended December 31, 2002 (2001: decrease of0.5 billion). The net change was due to a strengthening of the Euro against most currencies, notably the United States dollar, the Japanese yen and British pound sterling. The operating, investing and financing activities described above, as well as the impact of foreign exchange and change in scope of consolidation, resulted in an increase in net cash and cash equivalents of0.5 billion in 2002 (2001: decrease of10.0 billion).

At December 31, 2002, total consolidated gross cash and cash equivalents amounted to17.6 billion, or net cash and cash equivalents of16.5 billion after deducting bank overdrafts that were classified under amounts owed to credit institutions in AXAs consolidated balance sheet (2001:17.6 billion and16.0 billion net of bank overdrafts, respectively).

Other Matters

ADDITIONAL
  INFORMATION ON IMPAIRMENT OF INVESTMENTS (FRENCH GAAP)

AXAs principal invested assets are in fixed maturity and equity securities, including holdings in mutual funds. Under French GAAP these invested assets are held at amortized cost and historical cost, respectively, net of valuation allowances except for certain fixed maturity and equity securities that are stated at estimated fair value, as they are held to support participating insurance contracts whereby the unrealized gains and losses on such invested assets are included in the determination of the insurance liabilities in respect of participating insurance contracts. For publicly listed fixed maturity and equity securities, fair values are determined based on quoted market prices. For non-publicly listed fixed maturity and equity securities and other invested assets, the basis for measuring fair value may require utilization of investment valuation methodologies such as discounted cash flow analysis and/or reference to quoted prices for similar securities.

|                                                                                             |                      |  |                      | 
|-------------------------------------------------------------------------------------------- | -------------------- |  | -------------------- | 
|Total
      invested assets, including participating interests (excluding separate accounts) |                     
|                                                                                             |                      |  |                      | 
|(in euro billions, except percentages)                                                       | At December 31, 2003 |  | At December 31, 2002 | 
|                                                                                             |                      |  |                      | 
|Insurance activities                                                                         | 241.2                |  | 97%                  | 
|Non-insurance activities                                                                     | 8.1                  |  | 3%                   | 
|                                                                                             |                      |  |                      | 
|Total consolidated invested assets                                                           | 249.3                |  | 100%                 | 
|                                                                                             |                      |  |                      | 
|(which exclude investments in affiliated companies                                           |                      |  |                      | 
|and separate account assets)                                                                 |                      |  |                      | 
|Analysed as follows:                                                                         |                      |  |                      | 
| Fixed maturity securities (a)                                                              | 154.4                |  | 62%                  | 
| Equity securities (b) (c)                                                                  | 62.4                 |  | 25%                  | 
| Real estate; mortgages, policies and other loans;                                          |                      |  |                      | 
|and investments in participating interests                                                   | 32.5                 |  | 13%                  | 
|                                                                                             |                      |  |                      | 
|                                                                                             | 249.3                |  | 100%                 | 
|                                                                                             |                      |  |                      | 

|(a) | In 2003, approximately 17% were not publicly-listed securities
      with a carrying value of26.1 billion (2002: approximately
      15% were not publicly-listed securities with a carrying value of23.3
      billion).                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In 2003, approximately 28% were not publicly-listed securities
      with a carrying value of17.7 billion (2002: approximately
      27% were not publicly-listed securities with a carrying value of15.5
      billion), including investments in mutual funds.
|(c) | Includes holdings in mutual funds, including funds that
      invest in fixed maturity securities, see Note 6 Investments
      to the consolidated financial statements included elsewhere in this annual
      report.                                        

/124



AXA records an investment impairment charge when it believes an investment has experienced a decline in fair value that is other-than-temporary. Identifying those situations requires judgment by management and includes an assessment of subjective as well as objective factors including, but not limited to, the duration and extent to which the fair value of a particular security has been depressed; the financial condition, cash flows, and near term earnings potential of the issuer; and any particular problems affecting the issuers industry sector, as well as AXAs ability and intent to retain the investment to allow sufficient time for any anticipated recovery in fair value. These impairment charges were recorded based on evaluation of the facts and circumstances specific to individual fixed maturity and equity securities and, in the judgment of management, such facts and circumstances did not impact the carrying values of other material investments held by AXAs operations. Increases in defaults, credit downgrades, and overall declines in the global financial markets have contributed to an increase in impairments on AXAs investment assets in 2003 and 2002 as compared to prior years.

In 2003 and in accordance with French GAAP, AXA recorded valuation allowances for other-than-temporary impairments before allocation to participating benefits, DAC/VBI amortization, minority interests and taxes as set out below:

- equity securities of1,982 million (2002:1,147 million), and
- fixed maturity securities of368 million (2002:361 million).

There are a number of risks and uncertainties inherent in our assessment methodology described above. Recorded impairments represent the best judgment of management at the time they are made based on the facts and circumstances known to management at that time. Consequently, the amount of any valuation allowance in respect of individually identified impaired fixed maturity and equity investments can be expected to change over time. Based on new information available in future periods, management may adjust the valuation allowance to reflect improvements or further deterioration in economic, financial market, credit or other conditions. Such adjustments are recorded as credits to or charges against AXAs consolidated operating results.

Gross unrealized gains and gross unrealized losses under French GAAP for AXAs fixed maturity and equity investment holdings at December 31, 2003 and 2002 are set out below.

|                          |                 |  |       | 
|------------------------- | --------------- |  | ----- | 
|                          | At December 31, | 
|(in euro billions)        | 2003            |  | 2002  | 
|                          |                 |  |       | 
|Fixed Maturity securities |                 |  |       | 
|Gross unrealized gains    | 8.7             |  | 9.6   | 
|Gross unrealized losses   | (0.4)           |  | (0.7) | 
|                          |                 |  |       | 
|Equity securities         |                 |  |       | 
|Gross unrealized gains    | 2.2             |  | 1.6   | 
|Gross unrealized losses   | (2.7)           |  | (6.8) | 
|                          |                 |  |       | 

In the case of unrealized and unrecognized losses, management concluded that based on the methodology described above, including the ability and intent to hold the securities in question, these securities did not have an other-than temporary decline in value. In addition, the amount of such unrealized gains and losses may not represent the actual impact on AXAs consolidated operating results in any one period, as such amounts are presented before allocation to participating life insurance contracts (as a change in future policy benefits), DAC / VBI amortization, minority interests and taxes.

/125



Reconciliation
  of French GAAP to U.S. GAAP

SIGNIFICANT
  ACCOUNTING POLICIES

The notes to the consolidated financial statements contain a summary of AXAs significant accounting policies under French GAAP (see note 2) and a discussion of the differences between French GAAP and U.S. GAAP, which materially affect the determination of AXAs consolidated net income and shareholders equity, including a discussion of recently issued accounting pronouncements (see notes 33 and 34). Most of these policies are considered to be important to the portrayal of AXAs consolidated financial position and consolidated operating results, especially those which require (i) the use of estimates and assumptions, for example, in respect of establishing insurance future policy benefits and claims reserves, or (ii) management to make difficult, complex or subjective judgments.

2002
  RESTATEMENT OF 2001 INFORMATION

As indicated in note 33 to the consolidated financial statements, in 2002, the U.S. GAAP adjustments as of and for the year ended December 31, 2001 were restated for the accounting for other-than-temporary declines in value for investment securities, which reduced AXAs 2001 U.S. GAAP consolidated net income by1,128 million to356 million. These adjustments did not impact AXAs U.S. GAAP consolidated shareholders equity at December 31, 2001 because AXA had already recorded the unrealized effect of the decreased market value of its investment securities through Other comprehensive income (a separate component within shareholders equity) in that period.

|                                                             |                          |  |         |  |          |  | 
|------------------------------------------------------------ | ------------------------ |  | ------- |  | -------- |  | 
|                                                             | Years ended December 31, | 
|                                                             |                          |  |         |  | 2001     | 
|(in euro millions)                                           | 2003                     |  | 2002    |  | Restated | 
|                                                             |                          |  |         |  |          |  | 
|CONSOLIDATED NET INCOME IN ACCORDANCE WITH FRENCH
      GAAP | 1,005                    |  | 949     |  | 520      |  | 
|                                                             |                          |  |         |  |          |  | 
|Adjustments to U.S. GAAP(a)                                  | 2,668                    |  | (3,536) |  | (164)    |  | 
|                                                             |                          |  |         |  |          |  | 
|CONSOLIDATED NET INCOME IN ACCORDANCE WITH U.S. GAAP(b)      | 3,673                    |  | (2,588) |  | 356      |  | 
|                                                             |                          |  |         |  |          |  | 

|(a) | 2002 includes profit booked in Alliance Capital of148
      million in French GAAP not recognized in U.S. GAAP, which included277
      million from the partial release of the dilution profit offset by129
      million relating to the associated amortization of goodwill.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | All operating results are from continuing operations.                                                                                                                                                                                                                             



|                                             |                                |  |        |  |      | 
|-------------------------------------------- | ------------------------------ |  | ------ |  | ---- | 
|Net
      income per ordinary shares        
|                                             |                                |  |        |  |      | 
|                                             | Years
      ended December 31, | 
|(in
      euro per share)                    | 2003                           |  | 2002   |  | 2001 | 
|                                             |                                |  |        |  |      | 
|                                             |                                |  |        |  |      | 
|Amounts
      in accordance with French GAAP |                                |  |        |  |      | 
|Basic                                        | 0.57                           |  | 0.55   |  | 0.30 | 
|Diluted                                      | 0.56                           |  | 0.55   |  | 0.32 | 
|                                             |                                |  |        |  |      | 
|                                             |                                |  |        |  |      | 
|Amounts
      in accordance with U.S. GAAP   |                                |  |        |  |      | 
|Basic                                        | 2.12                           |  | (1.52) |  | 0.21 | 
|Diluted                                      | 2.06                           |  | (1.52) |  | 0.21 | 
|                                             |                                |  |        |  |      | 

/126



YEAR
  ENDED DECEMBER 31, 2003

Net income for 2003 under U.S. GAAP was3,673 million, or2,668 million higher than net income under French GAAP.

This increase was principally due to:

- The
    impact of accounting for derivatives and hedging activities (+752
    million), and notably the application of FAS 133, which in particular caused
    changes in the market value of various derivative instruments to be included
    within net income under U.S. GAAP.
- The
    fact that goodwill is no longer amortized from 2002 (+562
    million).
- The
    partial recovery in the financial markets and its positive impact on investments
    in mutual funds, which are included at market value under U.S. GAAP (+475
    million).
- A
    lower level of other-than-temporary impairment charges on equity securities
    under U.S. GAAP as compared to French GAAP (+675
    million). The differences between U.S. and French GAAP led to the recording
    of373
    million net Group share of valuation allowances under U.S. GAAP as opposed
    to1,048
    million under French GAAP (net Group share).
- A
    net release of valuation allowance against deferred tax asset (+343
    million) recorded under U.S. GAAP in 2002 by AXA Japan because the overall
    deferred tax asset balance decreased.
- The
    recognition of the disposal gain on the Australian health insurance business
    (+93
    million), which was recognized in 2002 under French GAAP but in 2003 under
    U.S. GAAP given the terms and condition of such disposal.
- The
    cancellation under U.S. GAAP of the profit recorded by AXA Financial under
    French GAAP (89
    million), relating to a review of deferred tax positions, and to the compensation
    charge arising on AXAs employee stock purchase plan in AXA SA (
    46 million).
- A
    difference in deferred tax recognition of29
    million relating to the United Kingdom entities. Under French GAAP, deferred
    income taxes are required to be recognized in respect of distributions if
    the distribution is not going to be made in the foreseeable future and the
    ability to make such a distribution is at the control of management, whereas
    under U.S. GAAP, deferred income taxes arising on distributions are recorded
    in full if subject to local tax upon distribution (inside tax basis) even
    if the distribution is not going to be made in the foreseeable future and
    the ability to make such a distribution is under the control of management).

/127



YEAR
  ENDED DECEMBER 31, 2002

The 2002 U.S. GAAP net income amounted to a loss of2,587 million, or1,639 million lower than the French GAAP net income. This decrease was principally due to:

- The
    impact relating to impaired securities under U.S. GAAP in 2002 was an additional
    loss of1,656
    million (net Group share impact). The difference is primarily attributable
    to differences in conditions when an investment is presumed to be impaired,
    especially during volatile market conditions, and the amount recorded for
    impairment.
- The
    unfavorable impact of financial markets trends (i) on the value of investments
    in mutual funds and real estate companies, consolidated under U.S. GAAP at
    their market value (1,008
    million), and (ii) on the profit emerging from the UK With-Profit
    funds, of which 10% is recognized in the U.S. GAAP net income (decrease by274
    million).
- An
    additional valuation allowance recorded under U.S. GAAP in respect of deferred
    tax assets in the Japanese life insurance operations (1,014
    million) as FAS 109 gives greater weight to previous cumulative losses than
    the outlook for future profitability when determining whether deferred taxes
    can be realized.
- Under
    French GAAP, deferred income taxes are not required to be recognized in respect
    of distributions if the distribution is not going to be made in the foreseeable
    future and the ability to make such a distribution is at the control of management.
    Under U.S. GAAP, deferred income taxes arising on distributions are recorded
    in full if subject to local tax upon distribution (inside tax basis) even
    if the distribution is not going to be made in the foreseeable future and
    the ability to make such a distribution is under the control of management.
    In 2002, a deferred tax liability existed under U.S. GAAP of345
    million in respect of a local UK tax on future fund distributions.
- The
    elimination under U.S. GAAP of (i) the exceptional profit accounted for by
    Alliance Capital under French GAAP (148
    million) relating to the partial release of the dilution profit set up at
    the time of acquisition of Sanford Bernstein offset by associated additional
    goodwill amortization, as under U.S. GAAP, this dilution profit was entirely
    accounted within shareholders equity, and (ii) the realized gain on
    the disposal of AXA Australia health activities (87
    million).
- The
    valuation difference between French GAAP and U.S. GAAP (decrease by119
    million) on contracts that reinsure guaranteed minimum income benefit features
    respectively in AXA Financial (reinsurance ceded) and AXA Corporate Solutions
    (reinsurance accepted), as these contracts are derivative instruments that
    are accounted for at fair value under U.S. GAAP.
- These
    unfavorable items were partly offset by the fact that goodwill is no longer
    amortized from 2002 (increase by  588
    million), and by the overall impact of fair value accounting for derivatives
    under FAS 133 (increase by  412
    million).

Additional information on financial data on a U.S GAAP basis is presented in Item 18 Note 34 (k).

/128



Glossary

COMPARABLE
  BASIS

On a comparable basis means that the data for the current year period were restated using the prevailing foreign currency exchange rate for the same period oftheprior year (constant exchange ratebasis) and eliminated the results of acquisitions, disposals and business transfer (constant structuralbasis) and of changes in accounting principles (constant methodologicalbasis), in one of the two periods being compared.

Net investment resultincludes the following items: Net investment income, Realized capital gains and losses, and Valuation allowances and release in respect of impaired invested assets.

Current
  accident year loss ratio(Property
  & Casualty) net of reinsurance, is the ratio of:

(i) (Current year
  claims charge gross of reinsurance + claims-handling costs + result of reinsurance
  ceded on current accident year), to
  (ii) Earned premiums, gross of reinsurance.

All accident
  years loss ratio(Property
  & Casualty) net of reinsurance, is the ratio of:(i) (All accident
  years claims charge gross of reinsurance + claims-handling costs + result of
  reinsurance ceded on all accident years), to
  (ii) Earned premiums, gross of reinsurance.

Thecombined ratiois the sum of (i) the expense ratio and (ii) the loss ratio (all accident years).

SPECIFIC
  TO AXA RE

Coversare specific reinsurance treaties, bought to protect all or a portion of the companys portfolio againstmajor losses.Depending on the contractual features of each cover treaty, if such losses do not occur over the insured period, a profit commission (or no-claim bonus) may be paid to the ceding company. In general, thecost of a coveris accrued (or by extension earned) ratably over the treaty period.

Major lossesare defined as any event whose net ultimate cost is greater than $50 million (approx. 3% of AXA RE consolidated shareholders equity); theNet ultimate costis the result of the claim cost (net of reinsurance) minus the reinstatement premiums (net of reinsurance).

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.

/129



Item
  6: Directors, Senior Management and Employees

In 1997, AXA chose an organizational structure with a Supervisory Board and a Management Board. This form of corporate governance, which separates the powers of management from those of supervision, is considered to offer one of the most balanced frameworks governing the exercise of corporate power. In its role of directing and managing AXA, the Management Board is assisted by AXAs Executive Committee.

Supervisory Board

The Supervisory Board oversees management of the Company and the AXA Group and answers to the shareholders. The Supervisory Board also names the Chairman and the members of the Management Board. In order to align the personal interests of Supervisory Board members with those of the Group, each Supervisory Board member must own shares of the Company at least equivalent in value to the directors fees received during the course of the year.

The general principles of organization, the mode of functioning and the compensation of the Supervisory Board are formalized in a code of internal operating rules and procedures. According to these rules and procedures, the Supervisory Board meets at least five times a year.

At December 31, 2003, the Supervisory Board consisted of 13 members, appointed by the shareholders. Currently, four members of the Supervisory Board are not French nationals.

At the Companys annual general meeting on April 30, 2003, the shareholders reappointed Messrs Jean-René Fourtou, Jacques Calvet, David Dautresme, Henri Hottinguer, Gérard Mestrallet and Alfred von Oppenheim to the Supervisory Board. In addition, a new member was appointed: Mr. Ezra Suleiman.

Acting on the recommendation of the Selection Committee, the Supervisory Board recommended that the Management Board ask AXAs shareholders to reappoint Claude Bébéar to the Supervisory Board for an additional four year term at the Companys annual general meeting on April 21, 2004. The Shareholders adopted this resolution at the Companys annual general meeting.

As of December 31, 2003, share ownership by current and former Group employees, exceeded 3% of AXAs total outstanding ordinary shares. Accordingly, the Management Board, with the prior authorization of the Supervisory Board and in accordance with French law, recommended that the Companys annual general meeting on April 21, 2004 amend thestatutsof AXA to enable shareholders to appoint a representative of the Groups employee shareholders to the Supervisory Board for a four-year term. The Shareholders adopted this resolution and appointed Mr. Jacques Tabourot as the member of the Supervisory Board representing the Groups employee shareholders for a four year term. Following this appointment, the Supervisory Board consists of 14 members.

Supervisory Board members are selected on the basis of their acknowledged competence, experience, complementary skills and experience, and their ability to supervise a company such as AXA.

Acting on the recommendations of the Selection Committee, the Supervisory Board has reviewed the status of all its members for compliance with the recommendations contained in the Bouton Report on corporate governance in French publicly traded companies and, for members of the Audit Committee, with the provisions of the US Sarbanes Oxley Act.

According to the criteria set forth in the Bouton Report, 9 of the 14 Supervisory Board members are independent: Messrs Thierry Breton, Jacques Calvet, David Dautresme, Anthony Hamilton, Henri Hottinguer, Gérard Mestrallet, Alfred von Oppenheim, Bruno Roger and Ezra Suleiman.

The Supervisory Board is taking all necessary measures to ensure that the members of the Audit Committee will be independent in accordance with the criteria set out in the Sarbanes Oxley Act which take effect from July 31, 2005.

/130



|Name              | Office                                                                                   | Present principal occupation
      or employment                                                                                                                                                                                                                                                                                                                                                  | First appointment
      /
|----------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------
|(and age)         | presently
      held                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                   | term of office           
|                 
|Claude BEBEAR     | Chairman of the                                                                          | Chairman and CEO of Finaxa;Director or
      member of the Supervisory Board of AXA Financial (United States), BNP Paribas,
      Vivendi Universal and the AXA Mutuals                                                                                                                                                                                                                           | April 2004 /             
|(68)              | Supervisory Board                                                                        | April 2008                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Jean-René FOURTOU | Vice-Chairman of the                                                                     | Chairman and CEO of Vivendi
      Universal;Chairman of the Supervisory Board of Groupe Canal+, Director
      of Aventis, AXA Financial (United States) and Cap Gemini                                                                                                                                                                                                                           | April 1990 /             
|(64)              | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Thierry BRETON    | Member of the                                                                            | Chairman and CEO of France Telecom;Chairman
      of the Board of Directors of Thomson SA and Orange; Director or member of
      the Supervisory Board of Thomson, Schneider Electric and Dexia                                                                                                                                                                                                  | May 2001 /               
|(49) (1)          | Supervisory Board                                                                        | May 2005                                                                                                                                                                                                                                                                                                                                                                                         
|                 
|Jacques CALVET    | Member of the                                                                            | Chairman of the Supervisory
      Committee of Bazar de lHôtel de Ville(BHV);Vice-Chairman
      of the Supervisory Board of Galeries Lafayette;Vice-Chairman of the Board
      of Directors of VIVARTE; Director or memberof the Supervisory Board of Société
      Générale and Société Foncière Lyonnaise                                                                                    | January 1997
      /     
|(72) (1)          | Supervisory Board                                                                        | April 2005                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|David DAUTRESME   | Member of the                                                                            | Senior advisor of Lazard Frères;Chairman
      of Montech Expansion (Euris Group); Director or member of the Supervisory
      Board of Casino, Club Méditerranée and Fimalac; Managing partner
      of DD Finance                                                                                                                                                                               | April 1990 /             
|(70) (1)          | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Anthony HAMILTON  | Member of the                                                                            | Chairman of Fox Pitt, Kelton
      Group Limited (UK); AXA UK Plc (UK)and AXA Equity and Law (UK);Director or member of the Supervisory Board of AXA Financial (United
      States); Pinault-Printemps-Redoute, Swiss Re Capital Markets Limited (UK),
      Binley Limited (UK) and CX Reinsurance                                                                                              | January 1996
      /     
|(62) (1)          | Supervisory Board                                                                        | May 2005                                                                                                                                                                                                                                                                                                                                                                                         
|                 
|Henri HOTTINGUER  | Member of the                                                                            | Chairman and CEO of Sofibus;Chairman
      of the Supervisory Board of Crédit Suisse Hottinguer et Emba NV (The
      Netherlands); Vice-Chairman of Gaspee (Switzerland); Chairman of the Board
      of Hottinguer Capital Corp. (United States); Senior Chief Officer and Director
      of Financière Hottinguer and dIntercom; Director of FINAXA,
      AXA France IARD and AXA France Vie | June 1988 /              
|(69) (1)          | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Henri LACHMANN    | Member of the                                                                            | Chairman and CEO of Schneider
      Electric;Director or member of the Supervisory Board of FINAXA, Vivendi
      Universal, Groupe Norbert Dentressangle and the AXA Mutuals                                                                                                                                                                                                                     | May 1996 /               
|(65)              | Supervisory Board                                                                        | May 2005                                                                                                                                                                                                                                                                                                                                                                                         
|                 
|Gérard MESTRALLET | Member of the                                                                            | Chairman and CEO of Suez;Chairman of
      Suez-Tractebel (Belgium) and Hisusa (Spain); Vice-Chairman of Sociedad General
      de Aguas de Barcelona (Spain); Director or member of the Supervisory Board
      of Compagnie de Saint-Gobain, Crédit Agricole S.A., Taittinger, Pargesa
      Holding S.A. (Switzerland) and Electrabel (Belgique)                                               | January 1997 /           
|(55) (1)          | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Alfred von        | Member of the                                                                            | Chairman of the Supervisory
      Board of Banque Sal Oppenheim jr &Cie KgaA(Germany) and
      Chairman of the Board of Directors of Banque Sal Oppenheim jr. & Cie
      AG (Switzerland) and Sal. Oppenheim jr. & Cie. Luxembourg S.A.; Member
      of the Supervisory Board of AXA Konzern AG (Germany)                                                                                      | January 1997
      /     
|OPPENHEIM         | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|(69) (1)          |                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                  
|                 
|Michel PEBEREAU   | Member of the                                                                            | Chairman of BNP Paribas;Director or member
      of the Supervisory Board of Saint Gobain, Total, Lafarge, BNP Paribas UK
      (United Kingdom) and Dresdner Bank AG Francfort (Germany)                                                                                                                                                                                                         | January 1997 /           
|(62)              | Supervisory Board                                                                        | May 2005                                                                                                                                                                                                                                                                                                                                                                                         
|                 
|Bruno ROGER       | Member of the                                                                            | Chairman of Lazard Frères
      (SAS);Director or member of the Supervisory Board of Eurazeo, Compagnie
      de Saint Gobain, Pinault Printemps Redoute, Cap Gemini Ernst &Young
      and Sofina (Belgium)                                                                                                                                                                                      | January 1997
      /     
|(70) (1)          | Supervisory Board                                                                        | May 2005                                                                                                                                                                                                                                                                                                                                                                                         
|                 
|Ezra SULEIMAN     | Member of the                                                                            | Professor of Politics and Chairman of the
      Committee for EuropeanStudies, Princeton University;Associate
      professor, Institut dEtudes Politiques, Paris                                                                                                                                                                                                                                | April 2003 /             
|(62) (1)          | Supervisory Board                                                                        | April 2007                                                                                                                                                                                                                                                                                                                                                                                       
|                 
|Jacques TABOUROT  | Member of the Supervisory Board and representing
      the Groups employee shareholders | Lecturerin Banking and Finance at Panthéon
      Assas University in Paris                                                                                                                                                                                                                                                                                                                        | April 2004 /             
|(58) (1)          |                                                                                          | April 2008                                                                                                                                                                                                                                                                                                                                                                                       
|                  |                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                   |                          

|(1) | Independent according to criteria of Bouton
      Report. Under the is criteria, members of the Supervisory Board are not
      considered independent in the event that they are:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                  
|    |                                                                                                                                                                                  

131



SUPERVISORY
  BOARD

Under
  French law, a Supervisory Board may consist of no less than three and no more
  than eighteen members. French company law provides, however, that a Supervisory
  Board may temporarily consist of up to twenty-four members in particular circumstances,
  such as in the event of a merger, for a period of up to three years. Members
  of the Companys Supervisory Board generally are appointed for a four-year
  term and appoint a Chairman and a Vice-Chairman from among their members. The
  Chairman calls and presides over the meetings of the Supervisory Board. The
  members of the Supervisory Board may be removed from office at any time without
  notice or indemnity by decision of a majority of shareholders present at a duty
  convened shareholders meeting. Pursuant to French company law, any change
  in the composition of the Management Board or the Supervisory Board caused by
  the removal, resignation or death of one or more of their members must be disclosed
  to the public within one month of that change. French company law does not allow
  for cumulative voting.

The Supervisory Board has an oversight role and is not responsible for day-to day management of the Company which is the responsibility of the Management Board.  In accordance with French laws and regulations, specified transactions, such as the sale of real property and the granting of security interets over collateral, or issuing warrants or guarantees must be approved by the Supervisory Board. In addition, according to the Companysstatutscertain decisions of the Management Board, including decisions on capital increases, the establishment of share repurchase programs, significant financing operations, mergers and acquisitions with a value exceeding500 million, strategic partnership agreements, amendments to the Companysstatuts,and the distribution of dividends are subject to the prior authorization of the Supervisory Board.

Prior to each Supervisory Board meeting, usually eight days in advance, board documentation is sent to members. This documentation includes information on :

- the Groups operations, as presented in a quarterly report of the Management Board, a press review, and a share price performance report, and
- reports from committee meetings that have occurred since the prior Supervisory Board meeting.

Along with the agenda, this documentation may also contain information on issues relating to the Groups operating procedures, consisting either of presentations concerning an operating companys strategy and priorities, or specific presentations (brand, transversal projects etc.). The Groups principal executive officers are also invited to attend Board meetings from time to time to present their business area, objectives and results.

Training courses and specific meetings are organised for members of the Supervisory Board as necessary. Certain members of the Supervisory Board have requested and received training in the Groups various business areas and have attended presentations on certain Group companies. In 2003, Thierry Breton and Ezra Suleiman, in particular, participated in these training sessions.

In 2003, the Supervisory Board met seven times. The overall attendance rate was 86%.

In addition to regular dialogue between members concerning the operations of the Supervisory Board, the Supervisory Board carried out a self-assessment procedure in late 2002 comprising individual interviews and a specially devised questionnaire. The Supervisory Board then analysed the results of the self-review procedure. The results

/132



of the review highlighted the quality of dialogue and debate between Supervisory Board members, the Groups executive officers and the Management Board. It also highlighted the effectiveness of Supervisory Board meetings and its committee meetings. Some areas for improvement were noted, and these were implemented in 2003, particularly in terms of making the composition of the Supervisory Board younger and more international.

In 2003, the Supervisory Board focused principally on the following issues:

- the
    conclusions of the self-assessment procedure,
- proposed
    changes to the Supervisory Boards internal regulations, the composition
    of its committees and a review of each members independence,
- the
    preparation and implementation of succession plans for Management Board members,
    and the division of duties between these members,
- accounts
    and budgets including the various options for closing the Companys 2002
    accounts, the 2002 financial statements, interim financial statements for
    2003, Audit Committee and external auditors reports on the Companys
    financial statements,
- draft
    management reports and draft resolutions to be presented at the shareholders
    meeting,
- Group
    strategy for the next three years,
- the
    strategy of certain Group companies, particularly AXA Corporate Solutions,
    the Belgian business and AXA RE,
- progress
    in implementing the Groups transversal projects and the results of the
    Group cost-cutting program,
- the
    Groups activity, via the Management Boards quarterly presentation
    concerning the activities of the Groups various companies, and
- work
    carried out by the Boards four Committees, discussed below, which is
    reported to the Supervisory Board by the respective Committee Chairmen. The
    conclusions of these reports were discussed in Supervisory Board meetings.

SUPERVISORY
  BOARD COMMITTEES

Since 1990, AXA has established committees of the Supervisory Board which have implemented the corporate governance principles of the Group.

In January 1997, when AXA adopted its current structure consisting of a Supervisory Board and a Management Board, the Supervisory Board confirmed the organization of four special committees. The Supervisory Board designates the members as well as the President and defines the responsibilities of these committees.

The Supervisory Board has the benefit of an Audit Committee, a Finance Committee, a Compensation Committee and a Selection Committee.

Each Committee issues opinions, proposals and recommendations and is empowered to undertake or cause to be undertaken such reviews as it deems necessary to clarify Supervisory Board proceedings. Each Committee can decide to invite outside participants or other persons of its choice to participate in its meetings.

Reports on Committee findings are delivered by Committee Chairmen at the ensuing Supervisory Board meeting. The general principles of organization, the conduct and the compensation of each committee are formalized in the Supervisory Boards code of internal operating rules and procedures.

/133



The Audit Committeewas composed of 3 members at December 31, 2003, all of whom will be independent in accordance with the criteria set out in the Sarbanes-Oxley Act: Messrs Jacques Calvet (Chairman), David Dautresme and Alfred von Oppenheim. In early 2004, Messrs Thierry Breton and Gérard Mestrallet, who will also be independent in accordance with the criteria set out in the Sarbanes-Oxley Acts, became members of the Audit Committee.

- The
    role of the Audit Committee is to examine the Companys interim and annual
    financial statements before they are presented to the Supervisory Board, as
    well as other financial documents of the Company in connection with the accounts
    for each reporting period.
- The
    Committee controls the appointment of the Companys independent auditors
    and approves the independent auditors audit plan, the results of their
    audits, their recommendations and planned follow-up steps.
- Events
    that may expose AXA to material risks are referred to the Audit Committee
    by the Management Board or by the independent auditors.
- The
    Audit Committee is also informed of accounting practices in force at AXA,
    and it reviews projected changes in accounting policy or method.
- The
    Audit Committee also reviews the program and goals of AXAs Central Audit
    Department and reviews reports produced by this department or by firms that
    it may mandate from time to time. The Committee also reviews the goals and
    plans of subsidiary audit departments. The Committee may, at its discretion,
    also request that internal and external audits be carried out.
- The
    Committee alerts the management of AXA and, if it deems necessary, the annual
    general meeting of AXAs shareholders on any subject that may have an
    impact on AXAs consolidated financial position.
- The
    Audit Committee may also examine any and all matters it deems appropriate
    and report to the Supervisory Board.

In addition to internal regulations of the Supervisory Board, the Audit Committee has adopted an audit committee charter, which highlight certain of its duties. In particular, the Audit Committee:

- works
    with the Management Board and AXAs Central Audit Department to review
    the internal audit guidelines and internal audit operations,
- reviews
    and approves the annual Group audit plan,
- holds
    separate meetings with the head of Central Audit Department,
- controls
    the appointment of external auditors and is consulted as to subsidiary external
    auditors, and
- assesses
    the independence of external auditors by examining their relationships with
    the AXA Group and, in particular, by verifying the accuracy and completeness
    of invoices submitted for audit work.

The principal subjects considered by the Audit Committee in 2003 are indicated below:

- annual
    and interim financial statements,
- status
    of the Group audit function,
- review
    and approval of external auditors audit plan,
- reappointment
    of external auditors,
- implications
    of the Sarbanes-Oxley Act and recent French legislation (the French New Economic
    Regulations), and
- monitoring
    of certain specific risks.

The Audit Committee held seven meetings in 2003. The overall attendance rate was 70%.

/134



The Finance Committeewas composed of the following six members at December 31, 2003, four of whom are independent in accordance with the Bouton criteria:  Messrs Claude Bébéar (Chairman), Thierry Breton, Jacques Calvet, Gérard Mestrallet, Alfred von Oppenheim and Michel Pébereau. In early 2004, Henri Lachman replaced Gérard Mestrallet.

The Finance Committee:

- reviews
    proposed sales of securities, assets or real estate when the sale price exceeds
    the authority delegated to the Management Board by the Supervisory Board;
- examines
    all proposed material financial transactions involving AXA that are proposed
    by the Management Board; and
- examines
    the broad outlines governing AXAs asset management policy and, more
    generally, all issues that pertain to AXAs investment management policy.

The primary subjects considered by the Finance Committee in 2003 are indicated below:

- AXAs
    financial structure,
- AXAs
    asset management,
- potential
    acquisitions and disposals,
- AXAs
    risk management analysis, and
- foreign
    exchange and interest risk hedging.

The Finance Committee held three meetings in 2003. The overall attendance rate was 80%.

The Selection Committeewas composed of the following four members at December 31, 2003, two of whom are independent in accordance with the Bouton criteria: Messrs Jean-René Fourtou (Chairman), Gérard Mestrallet, Michel Pébereau, Bruno Roger. In early 2004, Ezra Suleiman became a member.

The Selection Committee:

- formulates
    proposals for the Supervisory Board with respect to nominations of members
    for the Supervisory Board and the Management Board, their respective Chairman
    and Vice Chairman, as well as the members of Supervisory Board Committees
    and their respective Chairmen; and
- is
    kept informed of appointments of AXAs principal executives and officers,
    and, in particular, of the Executive Officers.

The Selection Committee held two meetings in 2003. The global attendance rate was 67%.

The primary subject considered by the Selection Committee in 2003 was the composition of Supervisory Board members and their independence.

In 2002, the Committee reviewed the Management Board succession plan and decided to propose the implementation of this plan to the Supervisory Board during 2003. The Committee proposed the appointment of Denis Duverne to replace Gérard de La Martinière and Claude Brunet to replace Françoise Colloch. The Supervisory Board approved these changes.

/135



In 2003, the Selection Committee used the services of a specialist outside consultant, which helped in its search for new Supervisory Board members according to the previously-determined criteria of age, nationality, sex, cultural background and experience.

The Compensation Committeewas composed of the following four members at December 31, 2003, three of whom are independent in accordance with the Bouton criteria: Henri Hottinguer (Chairman), David Dautresme, Jean-René Fourtou, and Anthony Hamilton.

The Compensation Committee:

- recommends
    to the Supervisory Board compensation levels for the members of the Management
    Board, the amount of directors fees for Supervisory Board members (which are
    subject to approval of the Companys shareholders), as well as proposed
    grants of AXA stock options (which may be either subscription or purchase
    options) to members of the Management Board;
- reviews
    all Management Board recommendations pertaining to the principles and procedures
    governing the compensation of AXA executives and proposed grants of AXA stock
    options (which may be either subscription or purchase options) to employees;
- is
    also informed by the Management Board of compensation levels set by the Boards
    of Directors of the Companys subsidiaries.

The Compensation Committee met five times in 2003. The overall attendance rate was 80%.

MANAGEMENT BOARD

The Companys business is managed by a Management Board(Directoire).The Management Board meets weekly to discuss and act on strategic matters and/or day-to-day management of the Group. It operates on a collegial basis.

On the recommendation of the Selection Committee, on January 15, 2003, the Supervisory Board re-appointed or appointed the following members of the Management Board to new three-year terms:

|                           
|---------------------------
|Name and Age               
|                           
|Henri de Castries (49)     
|Claude Brunet (46)         
|                           
|Christopher Condron (56)   
|Denis Duverne (50)         
|François
      Pierson (56)
|                           

Françoise Colloch retired at the end of May 2003. Her duties were assumed by Claude Brunet.

Gérard de La Martinière, formerly a member of AXAs Management Board, was elected Chairman of theFédération Française des Sociétés dAssurances(FFSA) on May 13, 2003. His appointment took effect immediately and at this date he resigned from all his functions and mandates within AXA Group. His successor is Denis Duverne.

/136



Under French law, the Management Board of a listed company may be composed of up to seven members that are appointed by the Supervisory Board. Members of the Management Board may be re-appointed without any limitation for additional terms. The Supervisory Board appoints one of the members of the Management Board as Chairman for a period corresponding to his term as member of the Management Board.  Any member of the Companys Management Board may be removed from office by a decision of a majority of AXAs shareholders present at a duty convened shareholders meeting or by a majority vote of the Companys Supervisory Board. Removal without cause or reason may constitute grounds for a claim for damages. Removal of a member of the Management Board does not automatically result in the termination of that members employment contract with AXA. The Chairman of the Management Board may be removed from his position as Chairman (but not from his position as a member of the Management Board) by a vote of the majority of the members of the Supervisory Board, at a valid meeting of the Supervisory Board.

Under French law, the Management Board has responsibility for day-to-day management of the Company and has broad authority to take actions in the name of the Company within the scope of the corporate purpose, subject to the authority expressly reserved by law to the shareholders and the Supervisory Board.  The Chairman of the Management Board or any of its members who has been granted the same authority may represent the Company in transactions with third parties. Any limitation on the powers of the Management Board is not enforceable against third parties, who may bring legal action against the Company to enforce commitments made in its name by the Chairman of the Management Board or any other member granted the same authority to represent the Company, provided that the necessary publicity requirements with respect to the power of these persons to represent the Company have been met.

Members of the Management Board may, with the approval of the Supervisory Board, assign among themselves specific tasks and positions in relation to the management of the Company. Despite any such allocation of tasks, members of the Management Board are still under an obligation to meet regularly to discuss essential management issues related to the Company and to exercise the requisite due diligence in managing the business and affairs of the Company. The Management Board may at its discretion entrust one or more of its members or any non-member with special assignments, whether of a permanent or temporary nature, and grant the necessary powers to allow the assignee to perform his or her task.

The Management Board reports to the Supervisory Board either orally or in writing summarizing the major developments in the management of the Company.  Within three months following the end of the year, the Management Board must submit the final accounts and the consolidated financial statements of AXA to the Supervisory Board for review. The Management Board also submits a proposal to the Supervisory Board with respect to the allocation of the earnings for the fiscal year.

The members of the Management Board need not be shareholders; however, they must be individuals.

The Supervisory Board must appoint one of the members of the Management Board as Chairman.  Each Management Board member is assigned responsibility for a specific aspect of Company management.

Currently none of the members of AXAs Management Board serve as directors of companies outside the AXA Group.

/137



EXECUTIVE
  OFFICERS

The Executive Committee is the body responsible for discussing and executing the Groups strategy. Its composition reflects the structure of the Group because the Executive Committee is composed of members of the Management Board and the heads of the operating business units discussed below.

The 15 members of the Executive Committee meet once each quarter in the context of quarterly business reviews (QBRs). These QBRs were implemented in 2000 and are designed to:

- examine the performance of the operating business units in a transparent and coherent context: tracking operating activities and the status of various projects in accordance with key performance indicators defined with members of the Management Board,
- measure the progress of the Groups transversal projects, and
- exchange important strategic orientations of the Group.

The table below sets forth, as of April 30, 2004, the names of the Companys executive officers, their current principal position within the AXA Group and the year of their initial designation as executive officers:

|                    |                                                                                  |               | 
|------------------- | -------------------------------------------------------------------------------- | ------------- | 
|                    |                                                                                  | Executive     | 
|Name                | Current positions                                                                | officer since | 
|                    |                                                                                  |               | 
|Bruce Calvert       | Chairman of Alliance Capital (United States)                                     | 2001          | 
|                    |                                                                                  |               | 
|Michel Pinault*     | Head of Institutional Relations                                                  | 1997          | 
|                    |                                                                                  |               | 
|François Pierson    | Member of the Management Board, Chief Executive
      Officer of AXA France,     |              
|                    | Head of Large Risks, Assistance and AXA Canada (Canada)                          | 2001          | 
|                    |                                                                                  |               | 
|Nicolas Moreau      | Chief Executive Officer of AXA Investment Managers                               | 2003          | 
|                    |                                                                                  |               | 
|Claude Brunet       | Member of the Management Board in charge of Transversal Operations               |               | 
|                    | and Projects, Human Resources, Communications and Branding                       | 2001          | 
|                    |                                                                                  |               | 
|Christopher Condron | Member of the Management Board, Chief Executive
      Officer of AXA Financial   |              
|                    | (United States)                                                                  | 2001          | 
|                    |                                                                                  |               | 
|Henri de Castries   | Chairman of the Management Board                                                 | 1991          | 
|                    |                                                                                  |               | 
|Alfred Bouckaert    | Chief Executive Officer of AXA Belgium (Belgium)                                 | 1999          | 
|                    |                                                                                  |               | 
|Stanley Tulin       | Vice Chairman and Chief Financial Officer of AXA Financial
      (United States) | 2000          | 
|                    |                                                                                  |               | 
|Philippe Donnet     | Chief Executive Officer of AXA Japan (Japan)                                     | 2001          | 
|                    |                                                                                  |               | 
|Les Owen            | Group Chief Executive of AXA Asia Pacific Holdings Australasia
      and Asia    |               | 
|                    | (excluding Japan)                                                                |               | 
|                    | Head of Asia Pacific business unit (excluding Japan)                             | 1999          | 
|                    |                                                                                  |               | 
|Claus-Michael Dill  | Chairman of the Management Board of AXA Konzern (Germany)                        | 1999          | 
|                    |                                                                                  |               | 
|Dennis Holt         | Chief Executive Officer of AXA UK (United Kingdom)                               | 2001          | 
|                    |                                                                                  |               | 
|Denis Duverne       | Member of the Management Board in charge of Finance,                             |               | 
|                    | Control and Strategy                                                             | 2000          | 
|                    |                                                                                  |               | 
|Jean-Raymond Abat   | Chief Executive Officer of AXA Seguros (Spain)                                   |               | 
|                    | and head of the Mediterranean region                                             | 2003          | 
|                    |                                                                                  |               | 

* Until the beginning of 2004, Michel Pinault was Head of the Asia Pacific business unit (excluding Japan).

/138



AXA is organized in nine operating business units with the head of each unit reporting directly to the Management Board and its Chairman. These units are as follows:

|                   
|-------------------
|Name               
|                   
|Alfred Bouckaert   
|Nicolas Moreau     
|Claus Michael Dill 
|Christopher Condron
|Les Owen           
|François Pierson   
|Dennis Holt        
|Jean-Raymond Abat  
|Philippe Donnet    
|                   

DIRECTORS
  SERVICE CONTRACTS

Mr. Christopher Condron who became a Chief Executive Officer of AXA Financial and a member of AXAs Management Board on July 4, 2001 entered into an employment agreement with AXA Financial that provides certain benefits including a severance benefit in the event that his employment with AXA Financial is terminated under certain circumstances. A copy of Mr. Condrons employment agreement is filed as Exhibit 10.16 to AXA Financials Form 10-Q the quarter ended June 30, 2001.

/139



EMPLOYEES

The table below sets forth the number of salaried employees of the AXA Group over the past three years broken down by line of business and geographic region:

|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|--------------------------------------- | --------------- |  | --------------- | ------ | ---------------- |  | --------------- |  |  | ------ |  | 
|Salaried Employees                      | At December 31, |  | At December 31, |        | As at January 1, |  | At December 31, | 
|                                        | 2001            |  | 2002,           |        | 2003 (a)         |  | 2003            | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|Insurance                               | 81,908          |  |                 | 70,127 |                  |  | 67,340          |  |  | 64,939 |  | 
|France (b)                              | 18,540          |  |                 | 17,869 |                  |  | 17,254          |  |  | 16,168 |  | 
|United States (d)                       | 5,461           |  |                 | 5,276  |                  |  | 5,024           |  |  | 4,866  |  | 
|Japan (c)                               | 9,201           |  |                 | 3,135  |                  |  | 3,135           |  |  | 3,047  |  | 
|United Kingdom                          | 12,170          |  |                 | 10,868 |                  |  | 10,458          |  |  | 10,794 |  | 
|Germany                                 | 8,710           |  |                 | 8,462  |                  |  | 8,174           |  |  | 7,654  |  | 
|Belgium (including AXA Bank Belgium)(e) | 5,695           |  |                 | 5,381  |                  |  | 5,175           |  |  | 4,969  |  | 
|Other countries                         | 16,655          |  |                 | 13,685 |                  |  | 12,669          |  |  | 11,933 |  | 
|Of which Australia/New Zealand          | 3,051           |  |                 | 2,922  |                  |  | 2,828           |  |  | 2,355  |  | 
|Of which The Netherlands(d)             | 1,770           |  |                 | 960    |                  |  | 960             |  |  | 905    |  | 
|Of which Spain                          | 2,480           |  |                 | 1,900  |                  |  | 1,900           |  |  | 1,807  |  | 
|Of which Canada                         | 1,939           |  |                 | 1,847  |                  |  | 1,847           |  |  | 1,779  |  | 
|Of which Italy                          | 1,306           |  |                 | 1,302  |                  |  | 1,302           |  |  | 1,277  |  | 
|Of which Portugal                       | 1,327           |  |                 | 1,304  |                  |  | 1,304           |  |  | 1,250  |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|International insurance                 | 5,476           |  |                 | 5,451  |                  |  | 5,451           |  |  | 5,508  |  | 
|AXA RE                                  | 985             |  |                 | 895    |                  |  | 812             |  |  | 738    |  | 
|AXA Corporate Solutions Assurance       | 1,466           |  |                 | 1,529  |                  |  | 1,469           |  |  | 1,327  |  | 
|AXA Cessions                            | 64              |  |                 | 66     |                  |  | 66              |  |  | 79     |  | 
|AXA Assistance                          | 2,961           |  |                 | 2,961  |                  |  | 2,961           |  |  | 3,182  |  | 
|Other transnational activities          | 0               |  |                 | 0      |                  |  | 143             |  |  | 182    |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|Asset management                        | 6,679           |  |                 | 6,271  |                  |  | 6,326           |  |  | 6,241  |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|Alliance Capital                        | 4,505           |  |                 | 4,145  |                  |  | 4,145           |  |  | 4,078  |  | 
|AXA Investment Managers                 | 2,075           |  |                 | 2,126  |                  |  | 2,181           |  |  | 2,163  |  | 
|National Mutual Fund Management         | 99              |  |                 | 0      |                  |  | 0               |  |  | 0      |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|Other Financial Services                | 622             |  |                 | 836    |                  |  | 836             |  |  | 776    |  | 
|(excluding AXA Bank Belgium)(e)         |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|France                                  | 264             |  |                 | 510    |                  |  | 510             |  |  | 476    |  | 
|Germany                                 | 358             |  |                 | 326    |                  |  | 326             |  |  | 300    |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|Services Group                          | 598             |  |                 | 711    |                  |  | 711             |  |  | 679    |  | 
|AXA Technology and AXA Group Solutions  | 344             |  |                 | 197    |                  |  | 2,062           |  |  | 1,949  |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 
|TOTAL                                   | 90,151          |  |                 | 78,142 |                  |  | 77,275          |  |  | 74,584 |  | 
|                                        |                 |  |                 |        |                  |  |                 |  |  |        |  | 

Personnel of non-consolidated companies or companies accounted for using the equity method are not included in the above table. Personnel of companies proportionally consolidated are included, pro-rata, in accordance with the percentage of consolidation.

|(a) | The personnel at January 1, 2003 are included
      on a constant structural basis in relation to personnel at December 31,
      2002:                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                       
|(b) | Following a portfolio management agreement,
      a portion of the personnel of 4 AXAs "Mutuelles" (not in AXA s
      consolidated financial statements) is included in the France insurance and
      financial services activities.               
|(c) | In 2001, Japan salaried employees included
      respectively 5,947 salaried sales force by mistake.                                                                                                                                                   
|(d) | As at December 31, 2001, United States salaried
      employees were under estimated (115 p.) and The Netherlands salaried employees
      over estimated
      (669 p.) (in 2001, figures included salaried employees form a brokerage
      network).
|(e) | Employees of AXA Belgium provide services
      in common for both the insurance activities and the bank activities. Consequently,
      split is not available.                                                                                       

/140



COMPENSATION

The general principles of AXAs executive compensation policy have been reviewed and approved by the Compensation Committee of the AXA Supervisory Board.  This policy applies to all executive officers of the Company and is adapted to local regulations and practices under the supervision of the Boards of Directors and compensation committees of the Companys subsidiaries. The effective application of these principles is regularly reviewed by the Compensation Committee of the Supervisory Board.

Executive compensation consists of both a fixed and a variable component. The fixed component is targeted to be within the lower quartile of the market. The variable component is linked to AXAs global performance, local company performance, and the realisation of the executives individual objectives, weighted to reflect the different levels of responsibility.

The variable portion is designed to represent the principal component of the executives annual global compensation such that, in the case of successful attainment of the objectives, the compensation levels of AXA executives will be in the upper range of the going market rate.

The fixed remuneration of the Chairman of the Management Board (500,000) has not changed since his nomination in May 2000. His variable remuneration is calculated on the basis of a predefined target (2,000,000) and includes three components :

- Group
    results (earnings per share and underlying earnings);
- The
    performance of the AXA share compared to its competitors; and
- Individual
    performance assessed by the Compensation Committee based on specific objectives
    set at the beginning of the year.

The
  variable remuneration amounts awarded to the Chairman of the Management Board
  demonstrate the variability of these remuneration component and reflect the
  impact of the crisis in the sector over the past three years:

- Variable
    remuneration for the year 2000:1,381,373
    paid in 2001
- Variable
    remuneration for the year 2001:635,817
    paid in 2002
- Variable
    remuneration for the year 2002:1,353,487
    paid in 2003
- Variable
    remuneration for the year 2003:1,742,108
    paid in 2004.

For other members of the Management Board, four elements are considered :

- Group
    results (earnings per share and underlying earnings).
- The
    performance of the AXA share compared to its competitors.
- The
    performance of the business unit or functional area they are responsible for,
    measured against objectives set at the beginning of the year, and
- Individual
    performance assessed against specific objectives set at the beginning of the
    year.

When target variable remuneration levels are set (remuneration obtained for achieved performance), the part linked to Group results is more important for members of the Management Board than for other members of the Executive Committee. Performance hurdles (floor and ceiling) are set to ensure true variability of the remuneration.

/141



The following table sets forth:

- Gross
    compensation paid for services rendered in 2003 (column e), including fixed
    compensation paid in 2003 (column a); variable compensation paid in 2004 for
    services rendered in 2003 (including expatriation allowances payable in 2004)
    (column b); directors fees paid in 2003 (column c); and benefits in
    kind for the year ended 2003 (column d); and
- Gross
    compensation paid during 2003 (column g), including fixed compensation paid
    in 2003 (column a); variable compensation earned in 2002 and paid in 2003
    (column f) (including expatriation allowances paid in 2003) (column f); directors
    fees paid in 2003 (column c); and benefits in kind for services rendered in
    2003 (column d); and
- Gross
    compensation paid in 2002, i.e. fixed compensation paid in 2002, the variable
    component earned in 2001 and paid in 2002 (including expatriation allowances
    paid in 2003), any directors fees paid in 2002 and benefits in kind
    for the year 2002.

The presentation in the table below also permits a comparison of the variable compensation amounts paid for services rendered in 2003 versus amounts paid for services rendered in 2002.

|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|----------------------- | ------------- |  | ----------- |  | ---------- | ------- | ------- | --------- | --------------------- | --------- | ----------- | --------- | --------------------- | --------- | ----------- | --------- | ---------- | 
|                        | Fixed         |  | Variable    |  | Directors | Benefit |         | Total     |                       | Variable  |             | Total     |                       | Variable  |             | Total     |           
|                        | component     |  | component   |  | fees       |         | in kind |           | compensation          |           | component   |           | compensation          |           | component   |           | component  | 
|                        | for 2003 paid |  | in 2003 () |  | paid in    |         | 2003    |           | paid in respect       |           | paid        |           | paid                  |           | paid        |           | paid in    | 
|                        | in 2003 ()   |  |             |  | 2003 (    | )       | ()     |           | of 2003 ()           |           | in 2003 () |           | in 2003 ()           |           | in 2002 () |           | 2002 ()   | 
|                        | (a)           |  | (b)         |  | (c)        |         | (d)     |           | (e) = (a)+(b)+(c)+(d) |           | (f)         |           | (g) = (a)+(f)+(c)+(d) |           |             |           |            | 
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|Members of the          |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|Management Board        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|H. de Castries (France) | 500,000       |  | 1,807,898   |  | 175,969    |         | 4,150   |           | 2,488,017             |           | 1,419,277   |           | 2,099,396             |           | 719,967     |           | 1,329,146  | 
|C. Brunet (France)1     | 320,000       |  | 762,839     |  | 53,895     |         | 3,331   |           | 1,140,064             |           | 498,695     |           | 875,920               |           | 237,560     |           | 518,345    | 
|D. Duverne (France)2    | 320,000       |  | 814,688     |  | 40,242     |         | 4,150   |           | 1,179,080             |           | 539,015     |           | 903,407               |           | 272,604     |           | 584,571    | 
|C. Condron              |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|(United States)3        | 852,804       |  | 4,420,000   |  | 0          | 327,279 |         | 5,600,083 |                       | 3,359,200 |             | 4,539,283 |                       | 4,240,000 |             | 5,510,233 |           
|F. Pierson (France)     | 375,000       |  | 814,878     |  | 163,121    |         | 14,687  |           | 1,367,686             |           | 746,856     |           | 1,299,664             |           | 368,930     |           | 810,654    | 
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|Members of the          |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|Executive Committee     |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|J.R. Abat (Spain) 4 5   | 196,717       |  | 428,200     |  | 17,973     |         | 23,757  |           | 666,647               |           | 302,385     |           | 540,832               |           | 172,594     |           | 417,182    | 
|A. Bouckaert (Belgium)  | 450,000       |  | 515,880     |  | 127,852    |         | 2,276   |           | 1,096,008             |           | 293,776     |           | 873,904               |           | 162,950     |           | 708,433    | 
|B. Calvert              |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|(United States)6        | 252,452       |  | 0           |  | 0          |         | 0       |           | 252,452               |           | 0           |           | 252,452               |           | 3,094,000   |           | 3,385,500  | 
|C.M. Dill (Germany)     | 550,000       |  | 938,604     |  | 91,918     |         | 19,838  |           | 1,600,361             |           | 650,992     |           | 1,312,748             |           | 390,000     |           | 929,702    | 
|P. Donnet (Japan)7      | 288,754       |  | 625,884     |  | 16,422     | 196,896 |         | 1,127,957 |                       | 393,022   |             | 895,095   |                       | 218,907   |             | 578,086   |           
|D. Holt                 |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|(United Kingdom)        | 570,938       |  | 647,280     |  | 0          |         | 27,817  |           | 1,246,034             |           | 570,938     |           | 1,169,692             |           | 477,000     |           | 1,084,121  | 
|N. Moreau (France)8     | 288,120       |  | 781,214     |  | 91,666     |         | 3,330   |           | 1,164,330             |           | 500,380     |           | 883,496               |           | 417,306     |           | 717,874    | 
|L. Owen (Australia)9    | 696,000       |  | 870,000     |  | 0          | 237,320 |         | 1,803,320 |                       | 657,891   |             | 1,591,211 |                       | 789,469   |             | 1,473,568 |           
|M. Pinault (France)     | 220,000       |  | 399,520     |  | 0          |         | 3,331   |           | 622,851               |           | 270,480     |           | 493,811               |           | 311,525     |           | 535,173    | 
|S. Tulin                |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 
|(United States)10       | 639,603       |  | 3,315,000   |  | 0          | 119,211 |         | 4,073,814 |                       | 2,519,400 |             | 3,278,214 |                       | 3,180,000 |             | 4,048,789 |           
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |           
|TOTAL                   | 6,520,388     |  | 17,141,885  |  | 779,058    |         | 987,371 |           | 25,428,702            |           | 12,722,307  |           | 21,009,123            |           | 15,052,813  |           | 22,631,377 | 
|                        |               |  |             |  |            |         |         |           |                       |           |             |           |                       |           |             |           |            | 

|(1)  | C.
      Brunet was appointed member of the Management Board on February 26, 2003.                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | D.
      Duverne was appointed member of the Management Board on February 26, 2003.                                                                                                              
|(3)  | C.
      Condron opted for the deferred payment of 25% of the fixed and variable
      components of his compensation. The amounts indicated reflects the full
      amount of this compensation.
|(4)  | J.R.
      Abat was appointed member of the Executive Committee on February 26, 2003.                                                                                                            
|(5)  | Compensation
      and benefits paid to J.R. Abat include benefits paid in respect of his expatriate
      status in Spain.                                                                      
|(6)  | B.Calverts
      variable remuneration is paid during the year to which it relates.                                                                                                             
|(7)  | Compensation
      and benefits paid to P. Donnet include benefits paid in respect of his expatriate
      status in Japan.                                                                      
|(8)  | N. Moreau was appointed member of the Executive Committee on February 26,
      2003.                                                                                                            
|(9)  | Compensation
      and benefits paid to L. Owen include benefits paid in respect of his expatriate
      status in Australia.                                                                    
|(10) | S. Tulin opted for the deferred payment
      of 25% of the variable components of his compensation. The amounts indicated
      reflects the full amount of his compensation.                   

/142



Due to the different tax systems in various countries where the Companys executive officers are located, the comparison of compensation is difficult. For example, the following is a list of the marginal tax rates in the noted countries: Germany: 47.47% (including Church tax); Australia: 47%; Belgium: 53.50%; the United States: 42.63% and 39.74% (respectively, for New York and Philadelphia); Spain: 45%; France: 58.09%, including an additional 10% for social taxes; and the United Kingdom: 40%.

The amount of directors fees to be paid is determined by the shareholders in accordance with the Companysstatutsand paid by the Supervisory Board as follows:

- half
    of the amount of directors fees is distributed evenly among the members
    of the Supervisory Board as the fixed component,
- a
    portion of the remainder is distributed among the members of the Supervisory
    Board in proportion to their actual attendance at meetings of the Supervisory
    Board, and
- the
    remainder is allocated by the Supervisory Board to the various specialized
    Committees and distributed among their members in proportion to actual attendance
    at Committee meetings.

In light of the importance of their role, the proportion fees paid to the members of the Audit Committee has been increased.

In 2003, based on 2002 membership and attendance, the Company paid660,000 gross (621,959.95 net) in directors fees to the 14 members of the Supervisory Board.

The following table shows the Directors fees relating to 2003 and paid to Supervisory Board members:

|                                |                    |  |                    | 
|------------------------------- | ------------------ |  | ------------------ | 
|                                | Directors fees    |  | Directors fees    | 
|Name                            | paid in 2004       |  | paid in 2003       | 
|(and age)                       | for 2003 (in Euro) |  | for 2002 (in Euro) | 
|                                |                    |  |                    | 
|Claude
      BEBEAR (68)        | 75,464.53          |  | 82,641.30          | 
|Jean-René
      FOURTOU (64)    | 82,832.95          |  | 58,163.04          | 
|Thierry
      BRETON (49)       | 30,363.84          |  | 33,581.52          | 
|Jacques
      CALVET (72)       | 80,679.63          |  | 83,320.65          | 
|David
      DAUTRESME (70)      | 58,609.46          |  | 44,320.65          | 
|Anthony
      HAMILTON (62)     | 34,012.97          |  | 30,581.52          | 
|Henri
      HOTTINGUER (69)     | 64,714.72          |  | 56,230.65          | 
|Henri
      LACHMANN (65)       | 30,363.84          |  | 29,320.65          | 
|Gérard
      MESTRALLET (55)    | 36,469.11          |  | 34,842.39          | 
|Alfred
      von OPPENHEIM (69) | 46,258.58          |  | 51,103.26          | 
|Michel
      PEBEREAU (62)      | 40,118.23          |  | 36,581.52          | 
|Bruno
      ROGER (70)          | 37,662.09          |  | 47,320.65          | 
|Ezra
      SULEIMAN (62)        | 19,400.46          |  |                   | 
|                                |                    |  |                    | 

/143



SHARE
  OWNERSHIP INFORMATION

The following table presents the ordinary shares of AXA, AXA ADRs and ordinary shares of Finaxa owned by the members of AXAs Management Board.

Shares owned by current Management Board Members at December 31, 2003(a):

|                             |                                                      |  |         |         |               |  |        |  | 
|---------------------------- | ---------------------------------------------------- |  | ------- | ------- | ------------- |  | ------ |  | 
|                             | Number of shares owned as of December 31,
      2003 | 
|                             | (excluding AXA Actionnariat mutual funds)(1)         | 
|                             | AXA shares                                           |  | AXA ADR |         | FINAXA shares | 
|                             |                                                      |  |         |         |               |  |        |  | 
|Henri de Castries (Chairman) | 74,500                                               |  |         |        |               |  | 62,262 |  | 
|Claude Brunet                | 808                                                  |  |         |        |               |  |       |  | 
|Christopher Condron          |                                                     |  |         | 319,561 |               |  |       |  | 
|Denis Duverne                | 24,872                                               |  |         |        |               |  |       |  | 
|François Pierson             | 8,000                                                |  |         |        |               |  |       |  | 
|                             |                                                      |  |         |         |               |  |        |  | 

|(a) | Excludes interests in AXA Actionnariat, an employee investment
      plan investing in AXA ordinary shares in which certain members of the Management
      Board participate, and shares subject to options, which are set forth below.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table presents the ordinary shares of AXA and AXA ADRs owned by the members of AXAs Supervisory Board at December 31, 2003:

AXA Shares owned by Supervisory Board Members at December 31, 2003(a):

|Claude Bébéar        | 588,306 | 
|-------------------- | ------- | 
|Jean-René Fourtou    | 6,876   | 
|Thierry Breton       | 3,500   | 
|Jacques Calvet       | 6,135   | 
|David Dautresme      | 26,800  | 
|Alfred von Oppenheim | 40,000  | 
|Anthony Hamilton     | 4,436   | 
|Henri Hottinguer     | 58,996  | 
|Ezra Suleiman        | 632     | 
|Henri Lachmann       | 7,060   | 
|Gérard Mestrallet    | 2,825   | 
|Michel Pébereau      | 4,200   | 
|Bruno Roger          | 11,236  | 
|                     |         | 

(a) Excludes interests in AXA Actionnariat and options on AXA Ordinary shares or AXA ADRs held by certain Supervisory Board Members.

No member of the Companys Supervisory Board, Management Board or executive officer of the Company beneficially owned one percent or more of the Companys total outstanding ordinary shares at April 30, 2004.

/144



STOCK
  OPTIONS

For many years, AXA has promoted a stock option program for its management and employees aimed at providing them with a competitive compensation package and also as a means of linking them more closely with the Group and aligning their interests with those of the Group and its performance. The Supervisory Board gives its prior authorization, within the global cap approved by the shareholders meeting, to implement subscription or purchase options programs.

To
  date, AXA has decided to grant subscription options for AXA shares, with the
  exception of options granted to employees of its US affiliate, AXA Financial,
  which are purchase options for AXA ADRs granted under a separate plan maintained
  by AXA Financial.

Stock options have a 10-year life, are granted at fair market value with no discount and are progressively exercisable, in general by thirds between 2 and 4 years from the date granted.

Annual grants generally occur during the first quarter of the year. In 2003, grants were made 10 trading days after the publication of annual financial statements, i.e. on March 14, 2003. As from 2004, grants will be made 20 trading days after the publication of annual financial statements. In the United States, options may be granted during the year to newly hired or newly promoted employees or when performance measures justifying options grants are available after the first quarter of the year.

Options pools allocated to each business unit are essentially based on their contribution to the Group results during the previous year.

Individual
  options grants are determined by the following criteria:

|-
      criticality of the job                      | => | role       
|--------------------------------------------------- | -- | -----------
|- criticality of the individual in the job          | => | retention  
|-
      criticality of the individual in the future | => | potential  
|-
      quality of the individual contribution      | => | performance

Individual options grants are approved by the Management Board, with the exception of grants for the members of the Management Board which are approved by the Supervisory Board, based on the Remuneration Committees recommendation.

In 2003, AXA stock options were granted as follows:

- 10,879,297
    subscription options at a price of10.96
    granted to 1,950 employees outside the US, representing 0.6% of the share
    capital, and
- 9,236,901
    ADR purchase options granted by AXA Financial at an average price of $12.62
    to 1,150 employees in the US, representing 0.5% of the share capital.

As of December 31, 2003, 3,079 AXA employees outside the US and 6,532 employees in the US (taking into account AXA Financial all-employee stock option grant in 2001) had been granted stock options.

/145



51,977,531 AXA subscription options and 40,949,179 ADR purchase options, representing in total 5.2% of AXAs share capital, are outstanding as of February 29, 2004.

The table below sets forth information on stock options held by the Companys executive officers including members of the Management Board at December 31, 2003. or additional information on share options including options granted by AXA Financial on AXA ADRs, please see note 31 to the consolidated financial statements included in Item 18 of this annual report.

|                                         |           |  |            |  |            |  |         | 
|---------------------------------------- | --------- |  | ---------- |  | ---------- |  | ------- | 
|Beneficiaries                            |           |  |            |  |            |  |         | 
|Members of the Management Board          | AXA       |  | AXA ADR(1) |  | MOFIPAR(2) |  | FINAXA  | 
|                                         |           |  |            |  |            |  |         | 
|H. de CASTRIES (Chairman)                | 4,015,600 |  | 284,796    |  | 0          |  | 110,000 | 
|C. BRUNET                                | 597,973   |  | 0          |  | 0          |  | 0       | 
|C. CONDRON (United States)               |           |  | 2,560,625  |  |            |  |         | 
|D. DUVERNE                               | 1,352,156 |  | 158,220    |  | 20,000     |  | 0       | 
|F. PIERSON                               | 1,223,780 |  | 0          |  | 0          |  | 0       | 
|Members of the Executive
      Committee |           |  |            |  |            |  |         | 
|JR. ABAT (Spain)                         | 337,271   |  | 0          |  | 0          |  | 0       | 
|A. BOUCKAERT (Belgium)                   | 543,569   |  | 0          |  | 0          |  | 0       | 
|B. CALVERT (United States)               | 20,389    |  | 0          |  | 0          |  | 0       | 
|C.M. DILL (Germany)                      | 483,271   |  | 0          |  | 0          |  | 0       | 
|P. DONNET                                | 551,988   |  | 0          |  | 0          |  | 0       | 
|D. HOLT (United Kingdom)                 | 396,973   |  | 0          |  | 0          |  | 0       | 
|N. MOREAU (3)                            | 320,008   |  | 0          |  | 50,000     |  | 0       | 
|L. OWEN (Australia)                      | 394,140   |  | 0          |  | 0          |  | 0       | 
|M. PINAULT                               | 525,509   |  | 0          |  | 0          |  | 0       | 
|S. TULIN (United States)                 | 131,960   |  | 2,327,713  |  | 0          |  | 0       | 
|                                         |           |  |            |  |            |  |         | 

|(1) | As part of AXAs buyout of minority interests in AXA
      Financial, the outstanding options on AXA Financial common shares were converted
      into AXA ADRs on January 2, 2001.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | An unlisted subsidiary of the AXA Group.                                                                                                                                           
|(3) | Also holds 7,562 stock options in AXA Investment Managers,
      an unlisted company.                                                                                              

/146



PERFORMANCE UNITS

As
  from 2004, the stock option program will be partially replaced by a performance
  unit program. Performance units are intended to:

- Reward
    and retain the best talent by linking them to both the intrinsic performance
    of the AXA Group, and their business unit, and to the performance of the AXA
    share over the medium term (3 to 5 years).
- Reduce
    shareholders dilution by granting smaller volumes of stock options.

The grant criteria for performance units are the same as for stock options. The principle of performance units is as follows:

- Each
    beneficiary is initially granted a certain number of performance units, which
    will be used to calculate the number of performance units that will be definitely
    earned after a 3-year period, provided the beneficiary is still an employee
    of the AXA Group at that date.
- During
    each of the 3 years, a fraction representing 1/3 of the performance units
    initially granted is subject to performance criteria measuring both the AXA
    Group performance and the beneficiarys business unit performance, based
    on pre-determined targets.
- The
    achievement rate of performance targets determines the number of performance
    units actually granted to the beneficiary, which may vary between 0% and 130%
    of the number of performance units at stake each year.
- At
    the end of the 3-year period, performance units actually granted each year
    become definitely earned by the beneficiary, provided the beneficiary is still
    an employee of the Group at that date.
- The
    value of each performance unit corresponds to the average opening price of
    the AXA share during the 20 trading days preceding the end of the 3-year period.
- The
    total amount corresponding to the value of all performance units definitely
    earned by a beneficiary is paid as a remuneration.
- If
    the number of performance units definitely earned is 1,000 or more, the beneficiary
    receives only 70% of the total value in order to pay social contributions
    and income tax based on 100%, and 30% of the performance units are reinvested
    into AXA shares which are locked up for a further minimum 2-year period, in
    order to develop employees stock ownership and align employees and shareholders
    interests.

The amounts corresponding to performance units are charged to expenses each year under the variable accounting method, but do not create any dilution for shareholders since there are no newly issued shares.

/147



TABLE OF OPTIONS GRANTED AND EXERCISED DURING 2003 BY MANAGEMENT BOARD MEMBERS

The table below sets both information on stock options granted as exercised by Management Board members during 2003 :

|                 
|-----------------
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|Members of the   
|Management Board:
|H. DE CASTRIES   
|(Chairman)       
|C. BRUNET        
|Ch. CONDRON      
|(United States)  
|D. DUVERNE       
|F. PIERSON       
|                 

The table below sets forth information on stock options granted or exercised by beneficiaries (other than the Management Board) who received or exercised the highest number of options during 2003:

|Stocks options granted or exercised by beneficiaries              |                      |  |               |        |  | 
|----------------------------------------------------------------- | -------------------- |  | ------------- | ------ |  | 
|(other than the Management Board) who received or                 | Number of options    |  | Weighted      |       
|exercised the highest number of options during 2003               | granted or exercised |  | average price |       
|                                                                  |                      |  |               |        |  | 
|Stock options granted during the year to
      the 10 employees   |                      |  |               |        |  | 
|who received the highest number of options                        | 1, 564,114           |  |               | 10.96 |  | 
|Stock options exercised during the year
      by the 10 employees |                      |  |               |        |  | 
|who exercised the highest number of options                       | 273, 080             |  |               | 9.52  |  | 
|                                                                  |                      |  |               |        |  | 

/148



Item
  7: Major Shareholders and Related Party Transactions

Major
  Shareholders

The table below sets forth at February 29, 2004 all persons known by the Company to own, directly or indirectly, more than 5% of the Companys outstanding ordinary shares.

|                                         |             |  |                  |  |                         | 
|---------------------------------------- | ----------- |  | ---------------- |  | ----------------------- | 
|Identity of person or Group              | Shares      |  | Percent of Class |  | Percent of Voting Power | 
|                                         |             |  |                  |  |                         | 
|Mutuelles AXA as a Group                 |             |  |                  |  |                         | 
|(directly and indirectly through FINAXA) | 358,662,568 |  | 20.17%           |  | 32.05%                  | 
|FINAXA (directly and indirectly)         | 309,759,452 |  | 17.42%           |  | 27.65%                  | 
|                                         |             |  |                  |  |                         | 



The following diagram sets forth the ownership structure of the Company at February 29, 2004 (numbers in parenthesis represent the percentage of total voting power held while numbers not in parenthesis represent the percentage of total outstanding shares held):

OWNERSHIP STRUCTURE AT FEBRUARY 29, 2004



(a) Directly and indirectly.

/149



FINAXA is a holding company which is listed on the ParisBourse. The ordinary shares of FINAXA not owned by the Mutuelles AXA or BNP Paribas are publicly traded. Each of the Mutuelles AXA is party to an agreement pursuant to which it has granted to the other Mutuelles AXA a right of first refusal to acquire its shares in FINAXA.

Over the past three years, the direct and indirect percentage ownership of the Mutuelles AXA in the Company has decreased slightly from 20.6% at December 31, 2001 to 20.2% at December 31, 2003. Over the same period, the direct and indirect percentage ownership of FINAXA in the Company has also decreased slightly from 17.8% at December 31, 2001 to 17.4% at December 31, 2003. The following table shows the break down of the Companys ordinary share capital over the past three years:

|Ownership of AXA Ordinary Shares                                  | 31/12/2003 |  | 31/12/2002 |  | 31/12/2001 | 
|----------------------------------------------------------------- | ---------- |  | ---------- |  | ---------- | 
|                                                                  |            |  |            |  |            | 
| Mutuelles AXA (as a Group, shares held directly and indirectly) | 20.2%      |  | 20.5%      |  | 20.6%      | 
| Held directly                                                   | 2.8%       |  | 2.8%       |  | 2.8%       | 
| Held indirectly through FINAXA and ANF                          | 17.4%      |  | 17.7%      |  | 17.8%      | 
| Treasury shares                                                 | 1.6%       |  | 1.7%       |  | 1.7%       | 
| Publicly-held (including shares held by employees)              | 78.2%      |  | 77.8 %     |  | 77.7%      | 
|                                                                  |            |  |            |  |            | 
|TOTAL                                                             | 100.0%     |  | 100.0%     |  | 100.0%     | 
|                                                                  |            |  |            |  |            | 

The ordinary shares of the Company held directly or indirectly by the Mutuelles AXA and FINAXA are entitled to double voting rights under the Companys statuts because those shares have been held in registered form for the requisite period. For more information on double voting rights, see Item 10  Additional Information  Certain rights of AXA Shareholders  Voting Rights  included elsewhere in this annual report.

As of December 31, 2003, to the best of the Companys knowledge based on the information available to it, the Company had approximately:

- 9,751 total registered holders of its ordinary shares (i.e. holding in nominative form); and
- 62,301,955 ADSs outstanding, representing approximately 3.5% of the outstanding ordinary shares, held by 23,730 registered holders.

Substantially all of the AXA ADSs were held by U.S. residents. As of December 31, 2003 to the best of the Companys knowledge based on the information available to it, approximately 13% of the Companys total outstanding ordinary shares were held by U.S. residents.

To the best of the Companys knowledge based on the information available to it, there are no existing arrangements that may at a future date result in a change of control of the Company.

Relationship
  with the Mutuelles AXA

The Mutuelles AXA are three mutual insurance companies engaged in the life & savings insurance business and property & casualty insurance business in France: AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle. The Mutuelles AXA do not have shares outstanding and the business of each Mutuelle is supervised by a board of directors elected by delegates representing policy-holders. As of February 29, 2004, the Mutuelles AXA, acting as a group, owned, directly and indirectly through intermediate holding companies (including FINAXA), approximately 20.17% of the Companys outstanding ordinary shares representing approximately 32.05% of the total voting power.

/150



The Mutuelles AXA are parties to agreements pursuant to which they have stated their intention to collectively exercise majority control over FINAXA. These agreements affirm the intention of the Mutuelles AXA to utilize the synergies between the Mutuelles AXA and the Companys insurance subsidiaries to enhance their competitiveness while maintaining their separate identities. As part of these agreements, the Mutuelles AXA have also established a strategy committee(comité de coordination stratégique)composed of various members appointed by the boards of directors of the Mutuelles AXA. The strategy committee elects a chairman from among its members who, at present, is Claude Bébéar, who is also Chairman of the Companys Supervisory Board. The strategy committee is generally consulted on all significant matters relating to FINAXA. Under these agreements, each of the Mutuelles AXA has also granted a right of first refusal to the other Mutuelles AXA in the event of any sale or other disposition of shares of FINAXA (or subscription or other rights or options relating thereto) and agreed not to purchase additional shares of FINAXA without the prior consent of the strategy committee.

The Mutuelles AXA are engaged directly in the Life & Savings business and the Property & Casualty businesses in France. These insurance businesses, which are the Mutuelles AXAs only significant operating business activities, generated gross premiums of1,428 million in 2003. The insurance businesses of the Mutuelles AXA and the insurance businesses of the Companys French insurance subsidiaries use similar distribution channels and are managed as single businesses, subject to legal and management arrangements established to maintain the legal distinctions between their respective businesses. While the Company and each of the Mutuelles AXA has its own board of directors (or similar corporate governance structure), they have in common certain members of management and certain members of the Companys management and/or Supervisory Board also hold directorships and/or management positions in the Mutuelles AXA. The Mutuelles AXA, which have no employees, also use employees of the Companys French insurance subsidiaries pursuant to management agreements between the Mutuelles and those subsidiaries. There are no agreements between the Mutuelles AXA and the Companys insurance subsidiaries that restrict in any way their ability to compete with one another.

Most of the costs and expenses of operating the Life & Savings business and the Property & Casualty business in the Companys French insurance subsidiaries (other than commissions) are shared by these subsidiaries and the Mutuelles AXA and allocated among them through Groupements dIntérêt Economique or GIEs. GIEs are partnerships that perform various common services for their members and allocate associated costs and expenses. These costs and expenses currently are allocated on the basis of actual use of the specific service, to the extent practicable. The manner of managing these insurance businesses or allocating these costs and expenses may change in the future. The Property & Casualty insurance business generated in France by insurance brokers is underwritten through a coinsurance arrangement between AXA France IARD, a Property & Casualty insurance subsidiary of the Company and AXA Courtage Assurance Mutuelle, one of the Mutuelles AXA engaged in the Property & Casualty business.

Agreement
  with BNP Paribas

On September 12, 2001, AXA and BNP Paribas entered into an agreement (the BNP Agreement) which provides for maintaining a certain level of cross-shareholding between the parties and facilitating the potential disposition of BNP Paribas investment in FINAXA. Specifically, the BNP Agreement provides that AXA will hold a minimum number of shares in BNP Paribas which on July 27, 2001 represented an approximately 4.9% ownership interest in BNP Paribas and that BNP Paribas will hold a minimum number of shares in FINAXA which on July 27, 2001 represented an approximately 22.25% ownership interest in FINAXA. Additionally, the BNP Agreement grants both BNP Paribas and the Company a right of first refusal to acquire the other partys equity investment (not including any shares held in excess of the minimum amount) during a one-year period following any termination of the agreement. Further, each

/151



party
  has an option to repurchase the ownership interests of the other party if there
  is a change in control of the other party. The BNP Agreement is valid for a
  period of three years commencing from its execution date, and is automatically
  renewed thereafter for additional three-year periods. However, either party
  may terminate the agreement early if it gives the other party notice at least
  three months prior to the expiration of the current three-year period. This
  agreement was filed with and made public by the Conseil des Marchés Financiers
  on September 28, 2001. See Note 29 in Item 18 of this Annual Report for additional
  information on this agreement.

Employee
  Shareholders

The
  AXA Group offers its employees the opportunity to become shareholders through
  a special equity issue reserved for them. By virtue of the authorization granted
  by the shareholders at the annual meeting on May 3, 2002, the Management Board
  increased share capital, as provided for by French Ordinance of October 21,
  1986, in two offerings, through the issue of shares to employees of the Group
  under the Shareplan 2003 program.

In
  the countries that met the legal and tax requirements, two investment options
  were proposed in 2003:

- the
    traditional plan, available in 29 countries, and
- the
    leverage plan offered in 29 countries (28 in 2002).

The
  Shareplan 2003 program was carried out in two phases:

- phase
    I (July 2003): employees in France were given the opportunity to invest their
    profit-sharing and bonuses in the employee Shareplan, and
- phase
    II (December 2003): all Group employees were given the opportunity to invest
    in the employee shareplan through voluntary contributions.

More
  than 120 Group companies in 29 countries took part in Shareplan 2003, and participating
  employees invested a total of190
  million (down 26% compared with the255
  million invested in 2002) as follows:

 31
  million in the traditional plan (versus41
  million in 2002), and  159
  million in the investment leverage plan (versus214
  million in 2002).

A
  total of 15,130,822 new AXA ordinary shares were issued, each with a par value
  of 2.29 euros. These shares began earning dividends on January 1, 2003.

As
  of February 29, 2004, AXA employees owned either directly or through employee
  mutual fund, approximately 4.73% of the Groups ordinary shares representing
  approximately 5.16% of the voting rights.

Other
  Transactions

For
  information concerning related party transactions, please see note 29 
  Related Party Transactions  to the consolidated financial statements included
  in Item 18 of this annual report.

For
  information concerning certain relationships and related party transactions
  involving Alliance Capital, see Item 13 of Alliance Capitals Form 10-K
  for the year ended December 31, 2003 on file with the SEC (SEC file no. 001-09818).

/152



Item
  8: Financial Information

Legal
  Proceedings

Please
  see note 28 Litigation to the consolidated financial statements
  for the year ended December 31, 2003 included as Item 18 in this annual report.

Dividend
  Policy

The
  Company has paid dividends on its ordinary shares in each for at least the past
  five years. The Company pays dividends in Euro. Future dividends will depend
  on AXAs earnings, financial condition and other factors. Proposals for
  dividend payments are made by the Management Board, subject to prior approval
  by the Supervisory Board, and are submitted for final approval to AXAs
  shareholders at the annual general meeting of shareholders.

For
  further information on the dividends declared and paid in the most recent five
  years and on the Companys dividend policy, see Item 3Key Information-Dividends
  and Item 10Additional Information-Dividends.

Item
  9: The offer and listing

Markets
  and Market Prices for AXA Securities

MARKET
  FOR AXA ORDINARY SHARES

The
  principal trading market for the Companys ordinary shares is the premier
  marché of the ParisBourse. The ParisBourse was created as a result of
  the merger of the Paris, Brussels and Amsterdam Stock Exchanges on October 27,
  2000 and is a self-regulatory organization responsible for supervision of trading
  in listed securities in France. The Companys ordinary shares are also
  quoted on the Stock Exchange Automatic Quotations International System (SEAQ
  International). The AXA ADSs and ADRs are listed on the NYSE.

/153



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

|                |                              |  |         |  | 
|--------------- | ---------------------------- |  | ------- |  | 
|                |                              | 
|                | Price Per AXA Ordinary Share | 
|                |                              |  |         |  | 
|Calendar Period | High ()                     |  | Low () | 
|                |                              |  |         |  | 
|19991           | 36.75                        |  | 25.02   |  | 
|20001           | 43.87                        |  | 30.37   |  | 
|                |                              |  |         |  | 
|2001            |                              |  |         |  | 
|First quarter1  | 38.95                        |  | 27.82   |  | 
|Second quarter1 | 35.69                        |  | 29.65   |  | 
|Third quarter   | 35.00                        |  | 17.35   |  | 
|Fourth quarter  | 28.30                        |  | 20.63   |  | 
|Annual          | 38.95                        |  | 17.35   |  | 
|                |                              |  |         |  | 
|2002            |                              |  |         |  | 
|First quarter   | 26.02                        |  | 19.60   |  | 
|Second quarter  | 25.60                        |  | 16.63   |  | 
|Third quarter   | 18.16                        |  | 9.45    |  | 
|Fourth quarter  | 16.21                        |  | 10.00   |  | 
|Annual          | 26.02                        |  | 9.45    |  | 
|                |                              |  |         |  | 
|2003            |                              |  |         |  | 
|First quarter   | 14.00                        |  | 8.93    |  | 
|Second quarter  | 14.40                        |  | 10.73   |  | 
|Third quarter   | 16.90                        |  | 12.99   |  | 
|Fourth quarter  | 16.99                        |  | 14.69   |  | 
|Annual          | 16.99                        |  | 8.93    |  | 
|                |                              |  |         |  | 
|2003 and 2004   |                              |  |         |  | 
|November 2003   | 16.80                        |  | 15.46   |  | 
|December 2003   | 16.99                        |  | 16.34   |  | 
|January 2004    | 19.12                        |  | 17.32   |  | 
|February 2004   | 18.93                        |  | 17.82   |  | 
|March 2004      | 18.72                        |  | 16.33   |  | 
|April 2004      | 18.44                        |  | 17.57   |  | 
|                |                              |  |         |  | 

|(1) | At the annual general meeting of shareholders of the Company
      held on May 9, 2001, the Companys shareholders approved a 4-for-1
      stock split of the Companys outstanding ordinary shares. Immediately
      following this stock split, which became effective on May 16, 2001, the
      parity between the Companys ordinary share and the ADS was changed
      from one ADS representing one-half of an ordinary share to one ADS representing
      one ordinary share. The high and low closing prices are adjusted to reflect
      the 4-for-1 split of AXAs outstanding ordinary shares effective May
      16, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/154



Official
  trading of listed securities on the ParisBourse, including the Companys
  ordinary shares, is transacted through French stockbrokers(sociétés
  de bourse)and
  other authorized financial intermediaries, and takes place continuously on each
  business day from 9:00 a.m. to 5:30 p.m. with a pre-opening session from 7:45
  a.m. to 9:00 a.m. during which transactions are recorded but not executed, and
  a post-closing session from 5:30 p.m. to 5:35 p.m. The ParisBourse has introduced
  continuous trading by computer during exchange hours for most listed securities,
  including the AXA ordinary shares. Listed securities may generally be traded
  at any time outside the ParisBourse. Any trade effected after the close of a
  stock exchange session will be recorded on the next ParisBourse trading day
  at the closing price for the relevant security at the end of the previous trading
  days session. The ParisBourse publishes a daily Official Price List which
  includes price information on each listed security.

Securities
  listed on the ParisBourse are traded on one of three markets. The securities
  of most large public companies, including AXA, are traded on thepremier
  marché.Securities
  of small and medium sized companies are traded on thesecond
  marché.Securities
  of certain other companies maybe traded on thenouveau
  marché.Shares
  listed on the ParisBourse are placed in one of several categories depending
  on the volume of trading transactions. With effect as of September 25, 2000,
  the Companys ordinary shares are listed in the category known ascontinu
  A,which
  includes the most actively traded shares (i.e., a minimum daily trading volume
  of 250,000 shares or twenty trades).

Trading
  and clearance and settlement procedures are the same for all markets on the
  ParisBourse, with cash settlement the general rule. However, a Deferred Settlement
  Service(Service
  de Règlement Différé)is
  offered by intermediaries for selective securities meeting capitalization and
  liquidity criteria, regardless of the market on which they are listed. To be
  eligible for clearance and settlement through the Deferred Settlement Service,
  a share must either be included in the SBF 120 index, a benchmark index which
  comprises the stocks in the CAC 40 index and an additional 80 of the most actively
  traded stocks listed on the ParisBourse, or show market capitalization of at
  least1
  billion and daily trading averaging at least1
  million on the ParisBourse. A fee is charged for this service. As for all other
  fees, intermediaries set the applicable rate freely without the intervention
  of market authorities. Intermediaries are entitled to refuse deferred settlement
  instructions, whether to buy or to sell. The Companys ordinary shares
  are eligible for clearance through the Deferred Settlement Service.

With
  a deferred settlement instruction, the purchaser may elect not to pay and not
  to receive the securities until the end of the month. The transfer of ownership
  of equity securities traded on the ParisBourse pursuant to a deferred settlement
  instruction takes place the last business day of the month. The purchaser may
  decide, five days before the end of the calendar month (the determination date),
  either (i) to settle the trade no later than on the last trading day of such
  month or (ii) upon payment of an additional fee, to extend settlement to the
  determination date of the following month with the option either to settle no
  later than the last trading day of that month or to further postpone settlement
  until the next determination date. The purchaser may maintain that option on
  each subsequent determination date upon payment of an additional fee.

In
  accordance with French securities regulation, any sale of securities executed
  with a deferred settlement instruction during the month of, and prior to, a
  dividend payment date is deemed to occur after payment of the dividend, and
  the purchasers account will be credited with an amount equal to the dividend
  paid to the seller and the sellers account will be debited in the same
  amount.

/155



Trading
  in the listed securities of an issuer may be suspended by the ParisBourse if
  quoted prices exceed certain price limits defined by regulations of theAutorité
  des Marchés Financiers,the
  self-regulatory organization that has general regulatory authority over the
  French stock exchanges and whose members include representatives of French stockbrokers.
  In particular, if the quoted price of acontinu
  Asecurity
  varies by more than 10% from the previous days closing price, trading
  may be suspended for up to 15 minutes. Further suspensions for up to 15 minutes
  are also possible if the price again varies by more than 5%. The Paris Bourse
  may also suspend trading of a listed security in certain other limited circumstances,
  including, for example, the occurrence of unusual trading activity in the security.

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. Following the change in parity between the AXA ordinary
  share and the ADS effective May 16, 2001, each ADS represents the right to receive
  one ordinary share.

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

|                |                   |  |         |  | 
|--------------- | ----------------- |  | ------- |  | 
|                | Price Per AXA ADS | 
|                |                   |  |         |  | 
|Calendar Period | High ($)          |  | Low ($) | 
|                |                   |  |         |  | 
|19991           | 40.12             |  | 26.87   |  | 
|                |                   |  |         |  | 
|20001           | 40.31             |  | 29.84   |  | 
|                |                   |  |         |  | 
|2001            |                   |  |         |  | 
|First quarter1  | 37.37             |  | 26.62   |  | 
|Second quarter1 | 31.29             |  | 26.50   |  | 
|Third quarter   | 30.65             |  | 15.95   |  | 
|Fourth quarter  | 24.76             |  | 19.06   |  | 
|Annual          | 37.37             |  | 15.95   |  | 
|                |                   |  |         |  | 
|2002            |                   |  |         |  | 
|First quarter   | 22.92             |  | 17.06   |  | 
|Second quarter  | 25.60             |  | 16.93   |  | 
|Third quarter   | 17.70             |  | 9.39    |  | 
|Fourth quarter  | 15.85             |  | 9.65    |  | 
|Annual          | 22.92             |  | 9.39    |  | 
|                |                   |  |         |  | 
|2003            |                   |  |         |  | 
|First quarter   | 14.95             |  | 10.32   |  | 
|Second quarter  | 17.14             |  | 12.09   |  | 
|Third quarter   | 19.20             |  | 15.52   |  | 
|Fourth quarter  | 21.47             |  | 17.42   |  | 
|Annual          | 21.47             |  | 10.32   |  | 
|                |                   |  |         |  | 
|2003 and 2004   |                   |  |         |  | 
|November 2003   | 19.31             |  | 18.24   |  | 
|December 2003   | 21.47             |  | 19.57   |  | 
|January 2004    | 23.94             |  | 21.70   |  | 
|February 2004   | 23.89             |  | 22.36   |  | 
|March 2004      | 23.18             |  | 19.92   |  | 
|April 2004      | 22.21             |  | 20.51   |  | 
|                |                   |  |         |  | 

|(1) | High and low closing prices are adjusted to reflect the
      4-for-1 split of AXAs outstanding ordinary shares and the change in
      parity between the AXA ordinary share and the ADS effective May 16, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
  cannot assure you of the market price of the Companys ordinary shares
  or ADSs. We urge you to obtain current market quotations for these securities.

/156



Item
  10: Additional Information

Memorandum
  and Articles of Association

The
  Company is a holding company organized under the laws of The Republic of France
  as aSociété
  Anonyme(a
  form of limited liability company), with a Supervisory Board and a Management
  Board. The Companys principal office is located at 25, avenue Matignon,
  75008 Paris, France and AXA is registered under the number: 572 093 920 in the
  Paris Trade and Company Register. References to AXA in this Item
  10 are references to the Company, unless otherwise indicated.

OBJECTS
  AND PURPOSES

AXAs
  objects and purposes, pursuant to article 3 of its memorandum and articles of
  association(statuts),are
  generally to:

- acquire,
    manage and/or dispose of equity interests in French or foreign companies or
    businesses, and, in particular, equity interests in companies engaged in the
    insurance business,
- acquire,
    manage and/or dispose of listed or unlisted shares or other securities, real
    and/or personal property, as well as rights and listed or unlisted securities
    related to such assets, and
- to
    perform any and all industrial, commercial, financial, real or personal property
    transactions directly or indirectly related to any of the foregoing.

CERTAIN
  DUTIES AND POWERS OF DIRECTORS

Under
  French law, agreements between the Company and a member of the Management or
  Supervisory Board must be communicated to the Chairman of the Supervisory Board,
  and a list of all such agreements, together with a description of the purpose
  thereof, must be transmitted to the other members of the Supervisory Board and
  the Companys statutory auditors and must be put each year at the disposal
  of the Companys shareholders no less than 15 days before the annual shareholders
  meeting. The same applies to any agreement (i) in which a member of the Management
  or Supervisory Board has an indirect personal interest, (ii) entered into between
  the Company and entities that are wholly owned by, or in unlimited partnership
  with, any members of the Supervisory or Management Board, or in which the members
  of the Management or Supervisory Board are directors or officers or sit on their
  Management or Supervisory Board, and (iii) entered into between the Company
  and any of its 10% or greater shareholders or any company controlling such shareholder.
  In addition, any agreement as described above is subject to the prior approval
  of the Supervisory Board if it is not entered into on an arms length basis
  and in the ordinary course of business (as defined by French company law) and
  may be declared void if it is not submitted to the Supervisory Board for approval
  and is proven to be detrimental to the Company. Additionally, the Companys
  statutory auditors must be made aware of any such agreement within one month
  of its execution and must submit a report to shareholders, who then must approve
  the agreement at their next meeting. If the agreement is not approved by the
  shareholders, it will remain enforceable by third parties against the Company,
  but the Company may hold the interested member of the Management or Supervisory
  Board liable for any damages it suffers as a result of such agreement.

Upon
  the proposal of the Compensation Committee (see paragraph below), the Supervisory
  Board fixes the amount and terms of compensation for each of the members of
  the Management Board. Members of the Supervisory Board receive a fixed annual
  fee, the amount of which is determined by the shareholders at their annual meeting
  and is apportioned by the Supervisory Board among its members, such determination
  and apportionment is made upon the proposal of the Compensation Committee. The
  Supervisory Board also may compensate its members for the performance of special
  tasks or assignments in accordance with the provisions of French company law.
  Decisions of the Supervisory Board in that respect may be passed only if at
  least half of its members are present.

/157



In
  addition, article 12.4 of AXAsstatutsprovides
  that the Supervisory Board may set up one or more special committees which shall
  carry out their mandate as determined by, and under the supervision of, the
  Supervisory Board. Each of these special committees shall be composed of such
  Supervisory Board members as the Supervisory Board may elect from time to time.
  Currently, four special committees have been established by the Supervisory
  Board: the Audit Committee, the Finance Committee, the Compensation Committee
  and the Selection Committee. For further information on these four special committees,
  see Item 6-Supervisory Board Committees.

Pursuant
  to article 12.3 of AXAsstatuts,the
  Management Board must obtain the prior authorization of the Supervisory Board
  to issue guarantees that exceed in the aggregate a specified yearly global amount
  (currently one billion Euros per year) and, within this limit, (i) to issue
  any guarantee in connection with any lines of credit whenever such guarantee
  exceeds a specified amount (currently 160 million Euros per transaction), (ii)
  to issue any guarantee on behalf of any subsidiary of AXA for the purpose of
  securing the performance of its commercial obligations whenever such guarantee
  exceeds a specified amount (currently 200 million Euros per transaction), (iii)
  to issue any guarantee in connection with any reinsurance business whenever
  such guarantee exceeds a specified amount (currently 30 million Euros per transaction),
  and (iv) to issue any guarantee in connection with any other matter than those
  described in item (i) through (iii) above whenever such guarantee exceeds a
  specified amount (currently 80 million Euros per transaction).

The
  Management Board must also obtain the prior authorization of the Supervisory
  Board to issue any guarantee whenever the aggregate amount of all outstanding
  guarantees issued by AXA from time to time exceeds a specified global amount
  (currently two billion Euros). Authorizations thus granted to the Management
  Board must be reexamined each year when the annual financial statements of the
  Company are reviewed. In addition the Management Board must obtain the authorization
  of the Supervisory Board prior to engaging in certain types of transactions
  including, without limitation, (i) the sale of real estate or all or part of
  the shares, securities or other interest, in any entity whenever any such sale
  exceeds 500 million Euros per transaction, (ii) the acquisition of assets whenever
  any such acquisition exceeds 500 million Euros per transaction, (iii) the entry
  by AXA into any strategic partnership agreements, (iv) financing transactions
  that are likely to substantially alter the financial structure of AXA, or (iv)
  the issuance of instruments giving direct or indirect access to the equity capital
  of AXA. The approvals or prior authorizations granted to the Management Board
  under article 12-3 of AXAsstatutsmust
  be listed in the minutes of the meetings of the Supervisory Board and of the
  Management Board.

Any
  member of the Management Board who during a fiscal year reaches the age of sixty-five
  while in office is automatically deemed to have resigned at the end of that
  fiscal year. However, when a member of the Management Board reaches that age,
  the Supervisory Board may choose to extend his term one or more times, provided
  that the total extended period does not exceed three years. Members of the Supervisory
  Board may not stay in office past the age of seventy. However, this rule may
  be waived by the Supervisory Board for up to one-third of the members of the
  Supervisory Board (individuals or representatives of legal entities). Members
  of the Supervisory Board who have exceeded the age limit can only be appointed
  by shareholders for one term for a maximum two-year period.

For
  additional information concerning the respective powers of the Management and
  Supervisory Boards, please see Item 6 of this annual report.

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Description
  of AXAS Capital Stock

AXA
  ORDINARY SHARES

As
  of March 31, 2004, there were 1,778,103,135 ordinary shares outstanding, each
  with nominal value of Euro 2.29. All these ordinary shares were fully paid and
  non assessable.

CHANGES
  IN SHARE CAPITAL

Pursuant
  to thestatutsof
  AXA and French law, the share capital of AXA may be increased only with the
  approval of two thirds of the shareholders at an extraordinary general meeting
  following a recommendation of the Management Board and after a prior authorization
  of the Supervisory Board. Increases in AXA s share capital may be effected
  by the issuance of additional ordinary shares which may be effected:

- for
    cash,
- in
    satisfaction of indebtedness incurred by AXA,
- for
    assets contributed to AXA in kind,
- by
    capitalization of existing reserves, profits or share premium,
- upon
    conversion, exchange or redemption of equity-linked securities issued by AXA,
- upon
    the exercise of share warrants or other similar securities consisting of rights
    to subscribe for ordinary shares or of stock options, or
- in
    place of a cash dividend.

The
  increase in share capital effected by capitalization of reserves, profits or
  share premium, requires a simple majority of the votes cast at an extraordinary
  meeting of shareholders. In the case of an increase in share capital in connection
  with the payment of a stock dividend (instead of a cash dividend) the voting
  and quorum procedures of an ordinary meeting of shareholders apply.

The
  shareholders of AXA may delegate to the Management Board the powers required
  to effect, in one or more stages, any increase in share capital previously authorized
  by them. In certain circumstances, the AXA shareholders may also delegate to
  the Management Board the powers required to effect any decrease in share capital
  previously authorized by them. Such a decision is subject to the prior authorization
  of the Supervisory Board.

The
  share capital of AXA may be decreased only with the approval of the shareholders
  at an extraordinary general meeting. The share capital may be reduced by reducing
  the number of outstanding ordinary shares. The conditions under which the capital
  may be decreased will vary depending upon whether or not the reduction is attributable
  to losses incurred by AXA. Under French law, all holders of shares of the same
  class must be treated equally. If the reduction is not attributable to losses
  incurred by AXA, each shareholder will be offered an opportunity to participate
  in the share capital reduction, except in the case of a share repurchase program.
  The number of outstanding ordinary shares may be reduced, either by an exchange
  of ordinary shares or by the repurchase and cancellation by AXA of its ordinary
  shares. If, as a consequence of losses, the net assets(capitaux
  propres)of
  AXA are reduced below one half of its share capital, the Management Board must,
  within four months from the approval of the accounts showing this loss, convene
  an extraordinary general meeting of shareholders in order to decide whether
  AXA should be dissolved before the end of its statutory term (2059). If the
  dissolution is not declared, the share capital must be reduced, subject to the
  legal provisions concerning the minimum capital of sociétés anonymes,
  by an amount at least

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equal
  to the losses which could not be charged against reserves if, by the end of
  the second fiscal year following the fiscal year during which the accounts showing
  the losses have been approved, the net assets of the Company have not been restored
  up to an amount at least equal to one-half of the share capital.

REPURCHASE
  AND REDEMPTION OF ORDINARY SHARES

Under
  French law, AXA may not issue shares to itself. However, it may, either directly
  or through a financial intermediary acting on its behalf, purchase its ordinary
  shares for one of three purposes:

|(1) | to reduce its share capital by canceling the ordinary shares
      it purchases upon proposal of the Management Board and after prior authorization
      of the Supervisory Board, with its shareholders approval at an extraordinary
      general meeting,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | to provide shares to its employees under a profit-sharing
      plan, or stock option plan; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | to acquire up to 10% of its share capital, provided its shares
      are listed on a regulated market (e.g., the premier marché of the
      Paris Stock Exchange [Euronext Paris]). To acquire its shares
      for this purpose, AXA must first file a note dinformationthat
      has received the visa of the Autorité des Marchés Financiers
      (the AMF), which is the French stock exchange authority since
      the Commission des Opérations de Bourse and the Conseil des Marchés
      Financiers merged into a single authority pursuant to a bill dated 1st August
      2003 (loi de Sécurité financière),
      and obtain its shareholders approval at an ordinary general meeting.
      That approval remains valid for a period of no more than 18 months from
      the date of the general shareholders meeting granting the approval.

In
  the case of repurchases of ordinary shares under (3) above, AXA has one of three
  options. It may:

- keep
    the shares as treasury shares;
- sell
    or transfer them, including to its employees under a profit-sharing plan or
    stock option plan; or
- cancel
    the shares upon proposal of the Management Board and after prior authorization
    of the Supervisory Board, only with its shareholders approval at an
    extraordinary meeting.

AXA
  may not cancel more than 10% of its outstanding share capital over any 24-month
  period. In addition, AXA may not repurchase under either (2) or (3) above an
  amount of shares that would result in AXA holding, directly or through a person
  acting on its behalf, more than 10% of its outstanding share capital.

AXA
  must hold any shares it repurchases in registered form and all such shares must
  also be fully paid. Ordinary shares repurchased and held by AXA are deemed outstanding
  under French law but are not entitled to dividends, voting rights or preferential
  subscription rights.

After
  making a purchase of its own shares, AXA must file monthly reports with the
  AMF that contain specified information about subsequent transactions. The AMF
  makes this information publicly available.

DIVIDENDS

AXA
  may distribute dividends to its shareholders from net income in each fiscal
  year after deductions for depreciation and provisions, as increased or reduced
  by any profit or loss carried forward from prior years, and as reduced by the
  legal reserve fund allocation described below. These distributions are also
  subject to the requirements of French company law and thestatutsof
  AXA.

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Under
  French company law, AXA must allocate 5% of its net income in each fiscal year,
  after reduction for losses carried forward from previous years, if any, to a
  legal reserve fund until the amount in that fund equals 10% of the nominal amount
  of its share capital. The legal reserve is distributable only upon AXA s
  liquidation.

Upon
  proposal by AXAs Management Board and subject to prior approval by the
  Supervisory Board, the shareholders of AXA may decide to allocate all or part
  of distributable profits to special or general reserves, to carry them forward
  to the next fiscal year as retained earnings, or to allocate them to the shareholders
  as dividends. The Management Board may propose a dividend for approval by the
  shareholders at the annual general meeting of shareholders. If AXA has earned
  distributable income since the end of the previous fiscal year, as reflected
  in an interim income statement certified by its auditors, the Management Board
  may distribute, subject to French company law and regulations, interim dividends
  to the extent of the distributable income without shareholders approval. Should
  a distribution of dividends be decided as described above the Companysstatutsrequires
  that AXA must distribute dividends to its shareholders pro rata according to
  their share holdings. Dividends are payable to holders of shares outstanding
  on the date of the shareholders meeting approving the distribution of
  dividends, or, in the case of interim dividends, on the date the Management
  Board meets and approves the distribution of interim dividends.

The
  actual dividend payment date is decided by shareholders at an ordinary general
  meeting or by the Management Board subject to prior approval by the Supervisory
  Board, if no decision is taken by the shareholders. AXA must pay any dividends
  or interim dividends within nine months of the end of its fiscal year. Dividends
  not claimed within five years of the date of payment become property of the
  French state.

Under
  AXA sstatuts,at
  an ordinary annual general meeting, the shareholders may authorize the Management
  Board to grant an option to each shareholder to receive dividends in either
  cash or additional Shares.

FORM,
  HOLDING AND TRANSFER OF SECURITIES

AXAsstatutsprovide
  that AXA ordinary shares may be held in registered or bearer form.

Under
  French regulations relating to the replacement of share certificates and share
  registers by a system of entries in share accounts(dématérialisation),AXA
  no longer maintains a register of holders of ordinary shares but instead maintains,
  through a transfer agent, share accounts in which transfers of registered ordinary
  shares are recorded. As a result, no share certificates are issued by or on
  behalf of AXA. Shareholders ownership rights are represented by book entries
  instead of share certificates.

Any
  owner of ordinary shares of AXA may elect to have its ordinary shares held in
  registered form and registered in its name in an account currently maintained
  by BNP-Paribas for and on behalf of AXA or held in bearer form and recorded
  in its name in an account maintained by an accredited financial intermediary,
  such as a French broker, bank or other authorized financial institution. Any
  shareholder may, at its expense, change from one form of holding to the other.
  Both methods are operated through Euroclear France (which we refer to in this
  annual report as EUROCLEAR), an organization which maintains share
  and other securities accounts of French publicly quoted companies and a central
  depositary system through which transfers of shares and other securities in
  French publicly quoted companies between accredited financial intermediaries
  are recorded.

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In
  the case of ordinary shares in bearer form, the ordinary shares will be held
  on their holders behalf by the accredited financial intermediary and will
  be recorded in an account maintained by the accredited financial intermediary
  with EUROCLEAR. That account is separate from the AXA share account. Each accredited
  financial intermediary will maintain a record of ordinary shares held through
  it and may issue certificates of registration with respect to these shares.
  If this alternative is adopted, the ordinary shares are referred to as being
  in bearer form, although no bearer document of title is issued by or on behalf
  of AXA with respect to them. Ordinary shares held in bearer form may only be
  transferred through accredited financial intermediaries.

However,
  in the special case of ordinary shares held in bearer form by a beneficial owner
  who is not a resident of France, EUROCLEAR may agree to issue, upon request
  by AXA, a bearer depository receipt(certificat
  représentatif)with
  respect to such ordinary shares for use only outside France. In this case, the
  name of the holder is deleted from the accredited financial intermediarys
  books. Title to the ordinary shares represented by a bearer depository receipt
  will pass upon delivery of the relevant receipt outside France.

Registered
  ordinary shares must be converted into bearer shares before being traded on
  the Euronext Paris and, accordingly, must be registered in an account maintained
  by an accredited intermediary. A shareholder may initiate a transfer by giving
  instructions to the relevant accredited intermediary. For dealings on the Euronext
  Paris, a tax assessed on the price at which the securities were traded, or impôt
  sur les opérations de bourse, is payable at the rate of 0.3% on transactions
  of up to 153,000 euros and at a rate of 0.15% on transactions exceeding this
  amount, capped at 610 euros per transaction. This tax is subject to a rebate
  of 23 euros per transaction. However, non-residents of France are not required
  to pay this tax. In addition, a fee or commission is payable to the broker involved
  in the transaction, regardless of whether the transaction occurs within or outside
  France. Normally, no registration duty is payable in France, unless the transfer
  instrument has been executed in France.

REQUIREMENTS
  FOR HOLDINGS EXCEEDING SPECIFIED PERCENTAGES

French
  company law provides that any person or entity that, directly or indirectly,
  acting alone or in concert with other shareholders, becomes the owner of more
  than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the outstanding share capital
  or voting rights of AXA (including through ADSs), or whose holding falls below
  any of these levels, must notify AXA and the AMF within five trading days of
  exceeding or falling below the relevant level.

This
  notification has to be made by written notice of the shareholder that states
  the number of ordinary shares and voting rights held by it.

In
  addition, thestatutsof
  AXA provide that any individual or entity acting alone or in concert with others
  that acquires ordinary shares resulting in a direct or indirect holding of 0.5%
  or more of the outstanding share capital or voting rights of AXA, including
  through the acquisition of AXA ADRs representing the AXA ADSs, must notify AXA
  by registered letter with return receipt requested within five calendar days
  of the date of the acquisition (inscription
  en compte)
  of the ordinary shares or in the case of a holder of ADSs, within five days
  of the registration of the ADRs representing the ADSs, as a result of which
  the shareholder, acting alone or in concert with others, has reached or exceeded
  that percentage. The individual or entity must further notify AXA pursuant to
  the above conditions each time an additional 0.5% threshold is passed. Any shareholder,
  including any holder of AXA ADRs representing the AXA ADSs, whose holding falls
  below any of these thresholds must also notify AXA.

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French
  company law imposes additional reporting requirements on persons who, acting
  alone or in concert with others, acquire more than 10% or 20% of the outstanding
  shares or voting rights in AXA. These persons must file with the AMF and AXA
  a report disclosing their intentions for the 12-month period following the acquisition.
  The report must provide information as to whether the acquirer intends to continue
  purchasing shares, acquire control of AXA or seek nomination to the Management
  or Supervisory Board. This report must be filed within ten trading days of the
  date either of these thresholds has been crossed. The AMF makes the notice public
  and the person or persons who have acquired the voting rights must publish a
  press release in a financial newspaper having national circulation in France.
  Upon any change of intention, the acquirer must file a new report.

In
  order to permit holders of ordinary shares to give the notices required by law
  and thestatutsof
  AXA, AXA is obligated to publish in theBulletin
  des Annonces Légales Obligatoires(«BALO»)
  not later than fifteen calendar days after AXAs annual ordinary general
  meeting of shareholders, information with respect to the total number of voting
  rights outstanding as of the date of the meeting. In addition, if the number
  of outstanding voting rights changes by 5% or more, AXA is required to publish
  in the BALO, within fifteen calendar days of a change, the number of voting
  rights outstanding and provide the AMF with a written notice. In order to facilitate
  compliance with the notification requirements, a holder of ADSs may deliver
  any such notification to the depositary with respect to ordinary shares represented
  by ADSs and the depositary will, as soon as practicable, forward the notification
  to AXA and the AMF.

A
  holder of ordinary shares, including, for purposes of this paragraph, a holder
  of ADSs, who fails to comply with the disclosure requirements under French company
  law set forth in the above paragraphs, will not be permitted, in accordance
  with, and subject to limitations provided under French company law and the deposit
  agreement, to exercise voting rights with respect to any ordinary shares exceeding
  the above referenced thresholds to the extent ownership of these ordinary shares
  was not properly disclosed to AXA and to the AMF, until the end of a two year
  period following the date on which the holder complies with these disclosure
  requirements. In case of violation of the notification requirements provided
  for under AXA sstatuts,the
  voting limitations described above will apply if one or more shareholders holding
  5% or more of the share capital request their implementation and if their demand
  is registered in the minutes of the relevant shareholders general meeting. In
  addition, in both cases, a French commercial court may in specified circumstances,
  upon the request of AXA s Management Board, any holder of AXA ordinary
  shares or the AMF, eliminate all or part of the voting rights (and not only
  with respect to the shares in excess of the relevant threshold) of the relevant
  holder for a period not to exceed five years. Furthermore, the violation of
  the notification requirements described above is treated as a criminal offence
  by French company law and holders of ordinary shares or, whenever these holders
  are legal entities, their legal representatives who fail to comply therewith
  are liable to a fine of 18,000 Euros.

Under
  the French applicable stock market regulations, and subject to limited exemptions
  granted by the AMF, any person or persons acting in concert acquiring one-third
  or more of the share capital or voting rights of AXA must immediately notify
  the AMF and initiate a public tender offer for the balance of AXA s outstanding
  share capital. The tender offer must also cover all securities issued by AXA
  that are convertible into or exchangeable for equity securities.

Pursuant
  to itsstatuts,AXA
  may obtain from EUROCLEAR, at AXA s own cost, at any time and according
  to the provisions of French company law, any information relating to the identity
  of the holders of ordinary shares and other equity-linked securities with the
  right to vote in general meetings of shareholders as well as the number of ordinary

/163



shares
  or other equity-linked securities held by any of them. Whenever these holders
  are not resident of France and hold such ordinary shares and other equity-linked
  securities through accredited financial intermediaries, AXA may obtain from
  these accredited financial intermediaries (through Euroclear France), at AXA
  s own cost, at any time and according to the provisions of French company law,
  any information relating to the identity of these holders. Holders who fail
  to comply with AXA s request for information will not be permitted, in
  accordance with, and subject to limitations provided under French company law,
  to exercise voting rights with respect to any such ordinary shares or other
  equitylinked securities and to receive dividends pertaining thereto (if any)
  until the date on which these holders comply with AXA s request for information.

LIQUIDATION
  RIGHTS

If
  AXA is liquidated, the assets remaining after it pays its debts, liquidation
  expenses and all of its remaining obligations will first be used to repay its
  Shares up to the amount of its stated capital. After these payments have been
  made, the shareholders of AXA will receive any surplus in proportion of their
  shareholdings.

CONVERTIBLE/EXCHANGEABLE
  BONDS

For
  information on convertible/exchangeable bonds and notes issued by the Company,
  see footnote 14 «Mezzanine Capital» to the consolidated financial
  statements included in this annual report as Item 18.

DESCRIPTION
  OF AXAS AMERICAN DEPOSITARY SHARES

The
  following is a summary of certain provisions of an amended and restated deposit
  agreement, dated April 27, 2001, pursuant to which the AXA ADRs are issued (referred
  to herein as the «deposit agreement») and a summary of certain applicable
  provisions of French law. The deposit agreement is among AXA, The Bank of New
  York, as depositary, and the holders from time to time of ADRs. This summary
  describes the material terms and conditions of the deposit agreement but does
  not purport to be complete and is qualified in its entirety by reference to
  the deposit agreement, which has been filed as an exhibit to the Companys
  registration statement on Form F-6 filed with the SEC on April 18, 2001 (registration
  number 333-13376). Additional copies of the deposit agreement are available
  for inspection at the Corporate Trust Office of the depositary in New York 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 set forth in the deposit agreement.

AMERICAN
  DEPOSITARY RECEIPTS

AXA
  ADRs evidencing ADSs are issuable by the depositary pursuant to the deposit
  agreement. At the annual general meeting of AXAs shareholders held on
  May 9, 2001, AXAs shareholders approved a 4-for-1 split of AXAs
  outstanding ordinary shares. Immediately following this stock split, which became
  effective on May 16, 2001, the ratio between the AXA ordinary share and the
  ADS was changed from one ADS representing one-half of an ordinary share to one
  ADS representing one ordinary share. In this description, we refer to the deposited
  AXA ordinary shares as of any time, together with all other securities, cash
  and property received by the depositary or the custodian in respect of these
  securities and at such time held under the deposit agreement, as the Deposited
  Securities. Only persons in whose names ADRs are registered on the books
  of the depositary will be treated by the depositary and AXA as ADR holders.

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The
  depositary will hold all deposited AXA ordinary shares in bearer form unless
  the holder of an ADR:

- certifies
    that it is a registered holder who is holding its ADR as the beneficial owner
    and not on behalf of, or for the benefit of, another person (which we refer
    to in this description as an «Eligible Owner») and
- requests
    the depositary to hold the number of deposited AXA ordinary shares represented
    by its ADSs in registered form.

Upon
  the request of any such holder, the depositary, as promptly as practicable,
  will cause the number of deposited AXA ordinary shares represented by that holders
  ADSs to be held in registered form.

The
  rights of holders and beneficial owners of ADRs are subject to the same disclosure
  requirements regarding acquisition and ownership of AXA ordinary shares that
  are applicable to holders and beneficial owners of AXA ordinary shares pursuant
  to thestatutsof
  AXA or French law, as each may be amended from time to time. Failure to comply
  with these disclosure requirements may affect the holders or beneficial
  owners ability to give voting instructions in respect of the AXA ordinary
  shares represented by its ADSs. See Description of Capital Stock of AXA-Form,
  Holding and Transfer of Securities for a description of the disclosure
  requirements applicable to AXA ordinary shares and the consequences of non-compliance
  as of the date of this prospectus.

DEPOSIT
  AND WITHDRAWAL OF AXA ORDINARY SHARES

French
  law provides that ownership of capital shares issued by a French company generally
  will be evidenced only by a record of ownership maintained by either the issuer
  or its agent or an accredited financial intermediary, such as a bank. Thus references
  to deposit, receipt, surrender, withdrawal and delivery of AXA ordinary shares
  refer only to book-entry transfers and do not contemplate the physical transfer
  or delivery of certificates evidencing such AXA ordinary shares. See Description
  of Capital Stock of AXA-Form, Holding and Transfer of Securities for further
  information.

Subject
  to the provisions of the deposit agreement, the depositary has agreed that,
  upon receipt of notice from the custodian as provided in the deposit agreement
  of a deposit of AXA ordinary shares with the custodian in form satisfactory
  to the custodian (in the case of AXA ordinary shares to be held in bearer form),
  or upon delivery to the depositary of AXA ordinary shares (in the case of AXA
  ordinary shares to be held in registered form), together with any required certifications,
  the depositary will execute and deliver, at its Corporate Trust Office to, or
  upon the order of, the depositor or the persons named in the custodians
  notice, an ADR or ADRs registered in the name or names requested by such person
  or persons for the number of ADSs issuable in respect of that deposit, but only
  upon payment to the depositary of its fee for execution and delivery of ADRs
  and taxes and governmental charges.

Upon
  surrender of an ADR at the Corporate Trust Office for the purpose of withdrawal
  of the Deposited Securities represented by that ADR, and upon payment of the
  fees and charges provided in the deposit agreement and subject to the other
  provisions of the deposit agreement, the Deposited Securities and thestatutsof
  AXA, the holder of the ADR is entitled to the delivery to it, or upon its order,
  of the Deposited Securities at such time represented by the ADSs evidenced by
  such ADR. For certain limitations on the withdrawal of AXA ordinary shares,
  see Transfer of American Depositary Receipts below. Such delivery
  will, as regards AXA ordinary shares, be made to an account designated by that
  holder:

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- in
    AXA s share register currently maintained by BNP-Paribas in the case
    of AXA ordinary shares in registered form, or
- in
    an account maintained by an accredited financial intermediary in the case
    of AXA ordinary shares in bearer form.

Holders
  of AXA ordinary shares generally cannot receive physical certificates evidencing
  such AXA ordinary shares. Under French law, no fractional AXA ordinary shares
  may be delivered. Therefore, the depositary will only accept the surrender for
  such purpose of ADSs representing a whole number of AXA ordinary shares.

At
  the request, risk and expense of any holder so surrendering an ADR, and for
  the account of that holder, the depositary will direct the custodian to forward
  proper documents of title, if available, for any of the Deposited Securities
  to the depositary for delivery at the Corporate Trust Office of the Depositary.

Unless
  requested in writing by AXA to cease doing so and subject to the provisions
  of the deposit agreement, the depositary may execute and deliver ADRs prior
  to the receipt of AXA ordinary shares and deliver AXA ordinary shares upon the
  receipt and cancellation of ADRs which have been pre-released. The depositary
  may receive ADRs in lieu of AXA ordinary shares in satisfaction of a pre-release.
  Each such pre-release or delivery of AXA ordinary shares must be:

| | subject to a written representation from the
      person to whom ADRs or AXA ordinary shares are to be delivered that such
      person or its customer:
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                         
|  |                                                                                                                                                         
|  |                                                                                                                                                         
| | at all times fully collateralized with cash,
      U.S. government securities or other collateral of comparable safety and
      liquidity;              
| | terminable by the depositary on not more than
      five business days notice; and                                                                       
| | subject to such further indemnities and credit
      regulations as the depositary deems appropriate.                                                    

The
  depositary will also set dollar limits with respect to pre-release transactions
  to be entered into with any particular pre-releasee on a case-by-case basis
  as the depositary deems appropriate. For purposes of enabling the depositary
  to fulfill its obligations to holders of ADRs under the deposit agreement, the
  collateral referred to in the preceding paragraph shall be held by the depositary
  as security for the performance of the pre-releases obligations to the
  depositary in connection with a pre-release transaction, including the pre-releases
  obligation to deliver AXA ordinary shares or ADRs upon termination of a pre-release
  transaction.

Neither
  the depositary nor the custodian will accept for deposit any AXA ordinary shares:

- which
    would be, to the actual knowledge of the depositary, required to be registered
    under the United States Securities Act of 1933 (the Securities Act)
    prior to public sale in the United States, unless a registration statement
    is in effect relating to these AXA ordinary shares, or
- the
    deposit of which would, to the actual knowledge of the depositary, infringe
    any provisions of French law.

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Every
  person depositing AXA ordinary shares under the deposit agreement, including
  every person depositing AXA ordinary shares on behalf of an owner of AXA ordinary
  shares, by taking such action will be deemed to represent and warrant that these
  AXA ordinary shares are validly issued, fully paid and non-assessable and that
  the person making the deposit is duly authorized so to do. Every such person,
  including every person depositing AXA ordinary shares on behalf of an owner
  of AXA ordinary shares, will also be deemed to represent that the relevant AXA
  ordinary shares are not restricted securities under the Securities Act. These
  representations and warranties will survive the deposit of these AXA ordinary
  shares and issuance of corresponding ADRs.

DIVIDENDS,
  OTHER DISTRIBUTIONS AND RIGHTS

Subject
  to any restrictions imposed by applicable law, regulations or permits, the depositary
  is required to convert or cause to be converted all cash dividends and other
  cash distributions received by it on the Deposited Securities into U.S. dollars,
  to the extent that in the depositarys reasonable judgment these cash dividends
  or cash distributions can be converted on a reasonable basis into U.S. dollars
  and transferred to the United States, and to distribute as promptly as practicable
  in the amount received, less any reasonable and customary expenses incurred
  by the depositary in connection with conversion, to the ADR holders entitled
  to the relevant amounts in proportion to the number of ADSs held by them. The
  amount distributed will be reduced by any amounts required to be withheld by
  AXA or the depositary on account of taxes or other governmental charges. See
  «Taxation» below for further information.

It
  is expected that the depositary will convert Euro (or any other foreign currency)
  into U.S. dollars by selling Euro (or such other foreign currency) and purchasing
  U.S. dollars on the spot currency market. If the depositary determines, following
  consultation with AXA, that any foreign currency received by it cannot be converted
  on a reasonable basis into U.S. dollars and transferred to the United States,
  the depositary may distribute the foreign currency received by it to, or in
  its discretion hold the foreign currency uninvested and without liability for
  interest, for the respective accounts of the ADR holders entitled to receive
  the same.

Whenever
  the depositary or the custodian receives any distribution, other than cash,
  AXA ordinary shares or rights, in respect of the Deposited Securities, the depositary
  will cause the securities or property received by it to be distributed to the
  holders of ADRs entitled thereto, in proportion to their holdings, in any manner
  that the depositary may reasonably deem equitable and practicable for accomplishing
  such distribution; provided, however, that if the depositary determines that
  distribution cannot be made proportionately among ADR holders that are entitled
  to it, or if for any other reason the depositary deems that distribution not
  to be feasible, the depositary may adopt the method that it deems equitable
  and practicable for the purpose of effecting that distribution, including, after
  consultation with AXA, the public or private sale of all or any part of the
  securities or other property and the distribution to ADR holders that are entitled
  to that property of the net proceeds of the sale.

If
  the holders of AXA ordinary shares are granted the option to receive dividends
  on their AXA ordinary shares in the form of cash or additional AXA ordinary
  shares, ADR holders shall be entitled to benefit from that option to the extent
  the offering of the option to ADR holders is lawful and practicable, and subject
  to the terms of the deposit agreement. If a distribution by AXA consists of
  a dividend in, or other distribution without payment of any subscription price
  of, AXA ordinary shares, including pursuant to any program under which holders
  of Deposited Securities may elect to receive cash or AXA ordinary shares, the
  depositary may distribute pro rata to each holder of outstanding ADRs, subject
  to the provisions of the deposit agreement, including the provisions in respect
  of the

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withholding
  of taxes and governmental charges and the payment of fees, additional ADRs for
  an aggregate number of ADSs representing the number of AXA ordinary shares received
  as dividend or free distribution. The depositary may withhold any such distribution
  if it does not receive adequate assurances from AXA that the distribution does
  not require registration under the Securities Act. Instead of distributing ADRs
  for fractional ADSs, the depositary will sell the aggregate of such fractions
  and distribute the net proceeds as in the case of a distribution received in
  cash, or take any other action, with the approval of AXA, as may be appropriate.
  If additional ADRs are not so distributed, each ADS shall also represent the
  additional AXA ordinary shares distributed in respect of the Deposited Securities
  represented by that ADS.

If
  AXA offers or causes to be offered to the holders of Deposited Securities any
  rights to subscribe for additional AXA ordinary shares or any rights of any
  other nature, the depositary, after consultation with AXA, will determine the
  procedure to be followed to make these rights available to ADR holders or to
  dispose of these rights on behalf of ADR holders. If the depositary, by the
  terms of the rights offering or for any other reason, may not either make these
  rights available to ADR holders or dispose of these rights and distribute the
  net proceeds to the holders, then the depositary will allow the rights to lapse.
  If the depositary determines in its discretion that it is lawful and feasible
  to make these rights available to certain holders of ADRs but not to others:

- the
    depositary will distribute to every ADR holder with respect to whom it determines
    the distribution to be lawful and feasible, in proportion to the number of
    ADSs held by that holder, warrants or other instruments, as set forth in the
    deposit agreement, and
- in
    respect of ADR holders, to whom the depositary determines the distribution
    not to be lawful and feasible, the depositary will use reasonable efforts
    to sell the rights, warrants or other instruments at public or private sales,
    at such place or places and upon such terms as the depositary may deem proper,
    and distribute the proceeds of the sale (net of the fees of the depositary
    and all taxes and governmental charges) to these ADR holders upon an averaged
    or other fair and practicable basis without regard to any distinctions among
    these ADR holders because of exchange restrictions, the date of delivery of
    any ADR or otherwise.

In
  circumstances in which rights would not otherwise be distributed, if a holder
  of an ADR requests the distribution of warrants or other instruments in order
  to exercise the rights allocable in respect of the ADSs evidenced by that ADR,
  the depositary will make these rights available to that holder upon written
  notice from AXA to the depositary that:

- AXA
    has elected in its sole discretion to permit these rights to be exercised,
    and
- the
    holder has executed any documents that AXA has determined in its sole discretion
    to be reasonably required under applicable law.

Upon
  instruction pursuant to warrants or other instruments to the depositary from
  a holder to exercise these rights, upon payment by that holder to the depositary
  for the account of that holder of an amount equal to the purchase price of the
  AXA ordinary shares or other securities to be received upon the exercise of
  the rights, and upon payment of the fees of the depositary as set forth in the
  warrants or other instruments, the depositary shall, on behalf of the relevant
  holder, exercise the rights and purchase these AXA ordinary shares or other
  securities and will arrange for AXA ordinary shares so purchased to be deposited,
  and for depositary shares representing such AXA ordinary shares to be delivered
  to the relevant holder, under a separate deposit agreement to be entered into
  between AXA and the depositary providing for the issuance of depositary receipts
  subject to appropriate restrictions on deposit and withdrawal of AXA ordinary
  shares and transfers of such depositary shares as required under the Securities
  Act.

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Except
  as otherwise provided in the preceding paragraph, AXA and the depositary will
  not make available to ADR holders any right to subscribe for, to receive dividends
  in the form of, or to purchase any securities unless a registration statement
  under the Securities Act is in effect or unless the offering and sale of such
  securities to ADR holders are exempt from registration under the provisions
  of the Securities Act. AXA will have no obligation to register any rights or
  securities under the Securities Act.

The
  depositary will use reasonable efforts to follow the procedures established
  by the French tax authorities to enable eligible U.S. holders and beneficial
  owners of ADRs to quality for a reduced withholding tax rate of 15% if available
  at the time dividends are paid, to recover any excess French withholding taxes
  withheld or deducted with respect to dividends and other distributions of AXA
  to these holders and beneficial owners of ADRs, to receive any payment in respect
  of the avoir fiscal for which these holders and beneficial owners may be eligible
  from the French tax authorities and to receive a refund of any précompte
  paid to the French Treasury by AXA. Upon request of any U.S. registered holder
  of ADRs, the depositary will provide a copy of Form RF 1A EU no. 5052 or Form
  RF 1A EU no. 5053, as applicable, or such other form as may be promulgated from
  time to time by the French tax authorities for that purpose, together with instructions
  to these holders and beneficial owners. The depositary shall promptly arrange
  for the filing with the French tax authorities of all the forms completed by
  U.S. beneficial owners of ADRs and returned in sufficient time so that these
  forms may be filed by December 31 of the year following the calendar year in
  which the related dividend is paid. For more information, please see Taxation-Ownership
  of AXA Ordinary Shares and ADRs-French Taxation.

RECORD
  DATES

Whenever:

- any
    cash dividend or other cash distribution becomes payable, or any distribution
    other than cash is to be made,
- rights
    are to be issued with respect to the Deposited Securities,
- for
    any reason there occurs a change in the number of Deposited Securities that
    are represented by each ADS,
- the
    depository shall receive notice of any meeting of, or solicitation of consents
    or proxies from, holders of AXA ordinary shares or other Deposited Securities,
    or
- AXA
    or the depositary finds it necessary or convenient in respect of any matter,

the
  depository will fix a record date, for the determination of holders of ADRs
  entitled to receive the relevant dividend, distribution or rights, or the net
  proceeds of their disposition, or to give or receive instructions for the exercise
  of voting rights at any such meeting or in respect of any such solicitation
  or to receive information as to any such meeting or solicitation, or for fixing
  the date on or after which each ADS will represent the changed number of Deposited
  Securities.

VOTING
  OF THE UNDERLYING ORDINARY SHARES

The
  procedures described in this summary must be followed in order for ADR holders
  to give voting instructions in respect of the underlying AXA ordinary shares.

Upon
  receipt by the depositary of notice of any meeting of holders of AXA ordinary
  shares, the depositary will mail to the ADR holders:

- A
    copy or summary in English of the notice of the meeting sent by AXA.
- A
    statement that the registered ADR holders as of the close of business on a
    record date fixed by the depositary pursuant to the deposit agreement will
    be entitled, subject to the applicable provisions of French law, AXAsstatutsand
    the Deposited Securities, which will be summarized in the statement, to instruct
    the depositary with regard to the exercise of the voting rights, if any, pertaining
    to the AXA ordinary shares or other Deposited Securities represented by the
    ADSs evidenced by such holders ADRs.

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- Copies
    or summaries in English of any materials or other documents provided by AXA
    for the purpose of enabling the ADR holders to give voting instructions.
- A
    voting instruction card prepared by the depositary and AXA setting forth the
    date established by the depositary for the receipt of the voting instruction
    card.

Voting
  instructions may be given only in respect of a number of ADSs representing an
  integral number of AXA ordinary shares.

In
  accordance with French company law and thestatutsof
  AXA, fully paid AXA ordinary shares that have been held in registered form in
  the name of the same shareholder since at least the beginning of the second
  full calendar year preceding the date of the relevant shareholders meeting
  are entitled to double voting rights. Similarly, any eligible owner who has
  held continuously in its name, since at least the beginning of the second full
  calendar year preceding the date of the relevant shareholders meeting,
  ADRs evidencing ADSs representing AXA ordinary shares entitled to double voting
  rights will be eligible to instruct the depositary as to the exercise of double
  voting rights. No other ADR holder, including any beneficial owner of ADSs evidenced
  by ADRs registered in the name of a bank, broker or other nominee, will be eligible
  to instruct the depositary as to the exercise of double voting rights. Deposited
  AXA ordinary shares will be entitled to double voting rights to the sole extent
  that:

- since
    at least the beginning of the second full calendar year preceding the date
    of the shareholder meeting in question the depositary, upon the request of
    holders of ADRs, has held the deposited AXA ordinary shares in registered
    form;
- the
    relevant holders have since at least the same date continuously held ADRs
    evidencing ADSs representing that number of AXA ordinary shares; and
- the
    relevant holders have certified certain matters to the depositary including
    that as of the date the voting instruction card is executed, that they are,
    and at all times since the beginning of the second full calendar year preceding
    the date of the shareholder meeting in question have been, Eligible Owners.

Upon
  receipt by the depositary from a holder of ADRs evidencing ADSs of a properly
  completed voting instruction card on or before the receipt date, the depositary
  will either, in its discretion,

- use
    its reasonable efforts, insofar as practical and permitted under any applicable
    provisions of French law, thestatutsof
    AXA and the Deposited Securities, to vote or cause to be voted the AXA ordinary
    shares represented by these ADSs in accordance with any non-discretionary
    instructions set forth in the voting instruction card, or
- forward
    these instructions to the custodian and the custodian will use its reasonable
    efforts, insofar as practical and permitted under any applicable provisions
    of French law, statuts of AXA and the Deposited Securities, to vote or cause
    to be voted the AXA ordinary shares represented by the ADSs in respect of
    which a voting instruction card has been received.

The
  depositary:

- will
    not vote, or cause to be voted, or attempt to exercise the right to vote that
    attaches to, AXA ordinary shares represented by ADSs in respect of which the
    voting instruction card is improperly completed or in respect of which the
    voting instructions included in the voting instruction card are illegible
    or unclear, and
- will,
    in the case where the voting instruction card is properly completed except
    for voting instructions relating to any resolutions to be submitted to the
    shareholders meeting that have been left blank, (a) vote in favor of
    these resolutions if they are recommended or submitted by the Company, or
    (b) vote against these resolutions if they are not recommended or submitted
    by the Company.

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The
  depositary and AXA may modify or amend the above voting procedures or adopt
  additional voting procedures from time to time as they determine may be necessary
  or appropriate to comply with French or United States law or thestatutsof
  AXA. These modifications, amendments or additional voting procedures may limit
  the practical ability of registered holders and beneficial owners of ADRs to
  give voting instructions in respect of the AXA ordinary shares represented by
  ADSs or may include restrictions on the ability of registered holders and beneficial
  owners of ADRs to sell ADSs during a specified period of time prior to a shareholders
  meeting.

REPORTS
  AND OTHER COMMUNICATIONS TO HOLDERS OF ADSs

AXA
  will furnish to the depositary annual reports in English containing audited
  consolidated financial information, semiannual reports in English containing
  unaudited interim consolidated financial information and English versions or
  copies or summaries in English of notices of shareholders meetings and
  other reports and communications that are made generally available by AXA to
  its shareholders. The depositary will mail, publish or otherwise make available
  these annual and semi-annual reports and notices of shareholders meetings
  and, at the written request of AXA, any other reports and communications or
  summaries thereof to holders of ADRs upon receipt from AXA. AXA is exempt from
  the rules under the Exchange Act prescribing the furnishing and content of proxy
  statements.

CHANGES
  AFFECTING DEPOSITED SECURITIES

Upon
  any change in nominal value, split-up, consolidation or other reclassification
  of Deposited Securities, or upon any recapitalization, reorganization, merger,
  consolidation or sale of assets affecting AXA or to which AXA is a party, any
  securities received by the depositary or the custodian in exchange for, conversion
  of, replacement or otherwise in respect of Deposited Securities will, subject
  to the deposit agreement and applicable laws, including the Securities Act,
  be treated as new Deposited Securities under the deposit agreement, and each
  ADR will, subject to the deposit agreement and applicable laws, including the
  Securities Act, represent an appropriately adjusted proportional interest in
  the Deposited Securities so received in exchange or conversion or replacement
  or otherwise, unless additional or new ADRs are delivered pursuant to the following
  sentence. In any such case the depositary may, and shall, if AXA so requests,
  execute and deliver additional ADRs as in the case of a stock dividend on the
  AXA ordinary shares, or call for the surrender of outstanding ADRs to be exchanged
  for new ADRs specifically describing the new Deposited Securities.

AMENDMENT
  AND TERMINATION OF THE DEPOSIT AGREEMENT

The
  form of the ADRs and the deposit agreement may at any time be amended by agreement
  between AXA and the depositary and such amendment requires no consent from ADR
  holders. Any amendment which imposes or increases any fees or charges, other
  than taxes and governmental charges, cable, telex or facsimile transmission
  costs, delivery costs or other such costs, or which otherwise prejudices any
  substantial existing right of ADR holders, will, however, not take effect as
  to outstanding ADRs until the expiration of 90 days after written notice of
  the relevant amendment shall have been mailed to holders of outstanding ADRs.
  Every holder of an ADR at the time the relevant amendment becomes effective
  will be deemed, by continuing to hold such ADR, to consent and agree to the
  amendment and to be bound by the deposit agreement as amended thereby. In no
  event may any amendment impair the right of any ADR holder to surrender its
  ADRs and receive in exchange the Deposited Securities represented by the ADSs
  evidenced by these ADRs, except where the amendment is required in order to
  comply with mandatory provisions of applicable law. Whenever so directed by
  AXA, the depositary has agreed to terminate the deposit agreement by mailing
  notice of the termination to the holders of all ADRs then outstanding at least
  30 days prior to the date fixed in the notice for the termination. The depository
  may likewise terminate the deposit agreement if at any

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time
  90 days shall have expired after the depositary shall have delivered to AXA
  a written notice of its election to resign, and a successor depositary shall
  not have been appointed and accepted its appointment as provided in the deposit
  agreement. If any ADRs remain outstanding after the date of termination, the
  depositary thereafter will discontinue the registration of transfers of ADRs,
  will suspend the distribution of dividends to the holders of these ADRs and
  will not give any further notices or perform any further acts under the deposit
  agreement, except that the depositary will continue the collection of dividends
  and other distributions pertaining to the Deposited Securities, will sell rights
  such as warrants or options as provided in the deposit agreement and will continue
  to deliver Deposited Securities, together with any dividends or other distributions
  received with respect to these securities and the net proceeds of the sale of
  any rights or other property, in exchange for ADRs surrendered to the depositary.
  The applicable fees of the depositary and taxes and governmental charges will
  be deducted from the cash distributed or proceeds of sales.

At
  any time after the expiration of one year from the date of termination, the
  depositary may sell the Deposited Securities and hold the net proceeds of the
  sale together with any cash then held, without liability for interest, for the
  pro rata benefit of the holders of ADRs which have not been surrendered.

CHARGES
  OF DEPOSITARY

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

- taxes
    and other governmental charges;
- any
    registration fees that may from time to time be in effect for the registration
    of transfers of AXA ordinary shares generally by the appointed agent of AXA
    for transfer or exchange of AXA ordinary shares and applicable to transfers
    of AXA ordinary shares to or from the name of the depositary or its nominee
    or the Custodian or its nominee on the making of deposits or withdrawals;
- the
    air courier, cable, telex and facsimile transmission expenses that are expressly
    provided in the deposit agreement to be at the expense of persons depositing
    AXA ordinary shares or holders of ADRs;
- reasonable
    expenses incurred by the depositary in the conversion of foreign currency
    pursuant to the deposit agreement;
- a
    fee of $5.00 or less per 100 ADSs (or portion thereof) for the execution and
    delivery of ADRs and 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 the deposit agreement, except in the case of a cash dividend
    or other cash distribution received from AXA on any Deposited Securities;
    and
- a
    fee for the distribution of securities pursuant to the deposit agreement in
    an amount equal to the fee for the execution and delivery of ADRs referred
    to above which would have been charged as a result of the deposit of these
    securities, but which securities are instead distributed by the depositary
    to holders of ADRs and the net proceeds distributed.

The
  depositary, subject to compliance with all applicable laws, rules and regulations
  and subject to the deposit agreement, may own and deal in any class of securities
  of AXA and its affiliates and in ADRs.

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LIABILITY
  OF HOLDERS OF ADRs FOR TAXES

If
  any tax or other governmental charge becomes payable by the custodian or the
  depositary with respect to any ADR or any Deposited Securities represented by
  the ADSs evidenced by that ADR, such tax or other governmental charge will be
  payable by the holder of the ADR to the depositary. The depositary may refuse
  to effect registration of any transfer of that ADR or any withdrawal of Deposited
  Securities underlying that ADR until payment is made, and may withhold any dividends
  or other distributions, or, after reasonably attempting to notify the relevant
  holder, may sell for the account of that holder, any part or all of the Deposited
  Securities underlying that ADR and may apply any dividends, distributions or
  the proceeds of any sale to pay any tax or other governmental charge. In this
  case, the relevant ADR holder will remain liable for any deficiency.

TRANSFER
  OF AMERICAN DEPOSITARY RECEIPTS

The
  ADRs are transferable on the books of the depositary; provided, however, that
  the depositary may close the transfer books at any time or from time to time,
  when transfer agents located in The City of New York generally close their transfer
  books, and at any other time, following consultation with AXA to the extent
  practicable, when deemed expedient by the depositary in connection with the
  performance of its duties or at the request of AXA. As a condition precedent
  to the execution and delivery, registration of transfer, split-up, combination
  or surrender of any ADR, the delivery of any relevant distribution or the withdrawal
  of Deposited Securities, the depositary or the custodian may require payment
  of a sum sufficient to reimburse it for any applicable stock transfer, registration
  or conversion fee and payment of any applicable fees provided in the deposit
  agreement.

The
  depository may refuse to deliver ADRs, register the transfer of any ADR or make
  any distribution of, or related to, AXA ordinary shares until it has received
  such proof of citizenship, residence, exchange control approval or payment of
  taxes and other governmental charges, the identity of any person legally or
  beneficially interested in the ADR and the nature of that persons interest,
  or to provide such other information as the depositary may deem necessary or
  proper or AXA reasonably may require. The delivery, transfer and registration
  of transfer of ADRs generally may be suspended during any period when the transfer
  books of the depositary are closed, or if any such action is deemed necessary
  or advisable by the depositary or AXA at any time or from time to time, subject
  to the provisions of the deposit agreement. The surrender of outstanding ADRs
  and the withdrawal of Deposited Securities may not be suspended, subject only
  to:

- temporary
    delays caused by closing the transfer books of the depositary for the deposit
    of AXA ordinary shares in connection with voting at a shareholders meeting
    or the payment of dividends;
- the
    payment of fees, taxes and similar charges; and
- compliance
    with any U.S. or foreign laws or governmental regulations relating to the
    ADRs or to the withdrawal of the Deposited Securities.

The
  depositary will keep books, at the Corporate Trust Office, for the registration
  and transfer of ADRs, which at all reasonable times will be open for inspection
  by the holders of ADRs, provided that these inspections will not be for the
  purpose of communicating with holders in the interest of a business or object
  other than the business of AXA or a matter related to the deposit agreement
  or the ADRs.

GOVERNING
  LAW

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

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GENERAL

Neither
  the depositary nor AXA nor any of their respective directors, employees, agents
  or affiliates will be liable to any holder of ADRs, if by reason of any provision
  of any present or future law or regulation of the United States or any other
  country, or of any other governmental or regulatory authority or stock exchange,
  or by reason of any provision, present or future, of AXAsstatuts,or
  by reason of any provision of any securities issued or distributed by AXA, or
  any offering or distribution thereof, or by reason of any act of God or war
  or other circumstances beyond its control, the depositary or AXA or any of their
  respective directors, employees, agents, or affiliates shall be prevented, delayed
  or forbidden from, or be the subject of any civil or criminal penalty on account
  of, doing or performing any act or thing which by the terms of the deposit agreement
  or the Deposited Securities it is provided will be done or performed. In addition,
  neither the depositary nor AXA nor any of their respective directors, employees,
  agents or affiliates will incur any liability to any holder of any ADR by reason
  of any non-performance or delay, caused by the reasons described in the previous
  sentence, in the performance of any act or thing provided for by the terms of
  the deposit agreement, or by reason of any exercise of, or failure to exercise,
  any discretion provided for under the deposit agreement.

AXA
  and the depositary assume no obligation nor will they be subject to any liability
  under the deposit agreement to holders or beneficial owners of ADRs, other than
  to perform their respective obligations specifically described in the deposit
  agreement without negligence, willful misconduct or bad faith.

CERTAIN
  RIGHTS OF AXA SHAREHOLDERS

AXA
  is organized under the laws of The Republic of France and the rights of its
  shareholders are governed by French law and AXAsstatuts,which
  is the equivalent of a certificate of incorporation and by laws in the United
  States.

VOTING
  RIGHTS

Each
  holder of ordinary shares or ADSs is entitled to one vote for each ordinary
  share (or ADS) held of record. However, holders of fully paid ordinary shares
  who have held these shares in registered form since at least the beginning of
  the second full calendar year preceding the date of a shareholders meeting
  enjoy double voting rights with respect to these shares.

APPRAISAL
  RIGHTS

French
  company law does not provide an appraisal procedure allowing dissenting shareholders
  to have their shares appraised in the context of a merger or consolidation.
  However, French law provides that, in certain circumstances, including mergers,
  spin-offs, asset contributions or squeeze-outs, an independent expert must pass
  upon the fairness of the consideration being offered.

PREEMPTIVE
  OR PREFERENTIAL SUBSCRIPTION RIGHTS

Under
  French company law, shareholders have preferential rights to subscribe for additional
  shares to be issued on a pro rata basis. Additional shares may be subscribed
  for with cash or by set-off of cash debts. Shareholders also have preferential
  rights to subscribe for any other securities issued which may either directly
  result in, or carry rights to subscribe for, additional ordinary shares. Shareholders
  may waive their preferential subscription rights in respect of any particular
  offering, either individually or collectively at an extraordinary meeting. In
  the event of any waiver, the relevant issuance of securities must be completed
  within the period prescribed by law, and the AXA Management

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Board
  may offer existing holders of shares a non-transferable priority right to subscribe
  to the new securities issued during a limited period of time. Preferential subscription
  rights, if not previously waived, are transferable during the subscription period
  relating to a particular offering and may be quoted on the Euronext Paris.

ACTION
  BY WRITTEN CONSENT OF SHAREHOLDERS

French
  company law does not allow shareholder action by written consent, in lieu of
  a shareholder meeting, in the case of AXA. Shareholders may vote at a meeting,
  however, by means of remote transmission (such as the Internet) and/or videoconference
  under certain conditions provided for by French law and subject to the approval
  of the Management Board.

ANNUAL
  AND SPECIAL SHAREHOLDERS MEETINGS

Two
  types of shareholders meetings exist under French company law, ordinary
  and extraordinary. AXAsstatutsprovides
  that an annual ordinary general meeting of shareholders must be convened by
  the Management Board or the Supervisory Board within six months of the end of
  each fiscal year to approve AXAs corporate and consolidated annual accounts,
  as provided by French law. The Management Board or the Supervisory Board may
  convene other ordinary general meetings at any time of year. AXA sstatutsfurther
  provides that an extraordinary general meeting of shareholders may be convened
  at any time of year. Generally, under French company law and AXAsstatuts,mergers,
  increases and decreases in share capital, the creation of new classes of shares,
  the issuance of investment certificates or notes convertible or exchangeable
  into shares, the contribution of a substantial part of the Companys assets,
  the transformation and/or the liquidation of the Company require a prior vote
  of shareholders at an extraordinary general meeting.

Shareholders
  meetings are held for the purposes of discussion and decision as provided by
  French company law.

Thestatutsof
  AXA provide that the Management Board or the Supervisory Board may call meetings
  of shareholders but, if the Management Board or the Supervisory Board fail to
  call a required meeting or refuse to call any meeting, AXAs statutory
  auditors or, under specified circumstances, an agent appointed by a court may
  call such meetings. One or more shareholders together holding 5% of the issued
  Shares, or a duly qualified association of shareholders holding their Shares
  in registered form for at least two years and together holding 1% of AXAs
  voting power, or any interested party in the case of an emergency, may request
  the court to appoint such agent. French law would also permit new majority shareholders
  to call a general meeting to consider certain matters in the event they were
  to acquire of control of AXA.

French
  law provides that at least 30 days prior to the date set for any meeting of
  shareholders, that meeting must be announced by means of a preliminary notice
  published in the BALO. The notice must indicate the type, agenda, place, date
  and time of the meeting.

French
  law allows the statuts to require, that in order to have the right to attend
  or be represented at a general meeting of shareholders and vote, a holder of
  registered ordinary shares of AXA must have its Shares registered in its name
  in a share account maintained by or on behalf of AXA at least five days prior
  to the date of the meeting. The AXAstatutsfurther
  provides that the Management Board may waive or reduce this five-day period
  in the interest of all shareholders.

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Shareholders
  have the right to attend and vote at shareholders meetings either personally,
  by proxy or, under certain conditions provided for by French law, through an
  accredited financial intermediary acting as their nominee.

Generally,
  only actions set forth in a meetings agenda may be taken at a shareholders
  meeting. Shareholders may, however, dismiss members of the Supervisory Board
  even if this matter was not included on the agenda. Additional resolutions may
  be submitted for shareholder approval at a meeting by the Management Board if
  made within 10 days of the publication of the preliminary notice in the BALO
  by:

- one
    or several shareholders holding 5% of AXAs ordinary shares; or
- a
    duly qualified association of shareholders who have held their shares in registered
    form for at least two years and who hold shares representing 1% of the Companys
    outstanding voting power.

Before
  a meeting of shareholders, any shareholder may submit by registered mail questions
  to the Management Board relating to the agenda for the meeting. The Management
  Board must respond to these questions.

French
  law designates as a quorum the presence in person or by proxy of shareholders
  having not less than 25% (in the case of an ordinary general meeting) or one
  third (in the case of an extraordinary general meeting) of the voting power
  of the outstanding AXA ordinary shares. If a quorum is not present at any meeting,
  then the meeting is adjourned. If a shareholders meeting is reconvened
  for lack of a quorum, there is no quorum requirement in the case of an ordinary
  general meeting, and 25% of the voting power of the outstanding AXA ordinary
  shares must be present (including shares voted by correspondence) for a quorum
  to exist for an extraordinary shareholders meeting. Under French company
  law, AXA ordinary shares held by entities controlled directly or indirectly
  by AXA do not have voting rights.

French
  company law provides that a simple majority of the votes of the shareholders
  attending or represented at the meeting is required to pass a resolution at
  an ordinary general meeting and two-thirds of the votes of the shareholders
  attending or represented at the meeting is required to pass a resolution at
  an extraordinary general meeting.

ANTI-TAKEOVER
  STATUTES

There
  are no French anti-takeover statutes similar to the anti-takeover statutes enacted
  by certain states in the United States. However, a number of provisions are
  available under French company law that have certain anti-takeover effects.
  In the case of AXA, the relevant provisions include, among other things:

- a
    companys ability to repurchase its own shares;
- the
    existence of shares with double voting rights; and
- the
    Management Boards ability, after prior authorization by the Supervisory
    Board, to increase the share capital of the Company during a tender offer
    provided that such increase by the Management Board had previously been authorized
    by the shareholders, the relevant shareholders authorization expressly
    refers to tender offer periods, the share issuance is not reserved and is
    in compliance with the Companys interest.

In
  addition, the French applicable stock market regulations require any person
  or persons acting in concert acquiring one third or more of the share capital
  or voting rights of AXA to initiate a public tender offer for the balance of
  its share capital. The tender offer must also cover all securities issued by
  AXA that are convertible into or exchangeable for equity securities. For provisions
  of French company law and AXA sstatutsimposing
  notification

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and
  disclosure requirements on holders whose AXA shareholding exceeds specified
  thresholds see Description of Capital Stock of AXA-Form, Holding and Transfer
  of Securities.

SHAREHOLDER
  VOTES ON CERTAIN REORGANIZATIONS

Under
  French company law, the vote of holders of a two-thirds majority of the votes
  of the shareholders attending or represented at the general meeting is necessary
  to approve a merger or certain consolidations. The vote must be cast at an extraordinary
  general meeting of shareholders.

Under
  French company law, the vote of the shareholders of a surviving corporation
  to a merger at an extraordinary general meeting is also needed. There is no
  need of convening a general meeting of shareholders in a case of a merger of
  a wholly-owned subsidiary with its parent company.

RIGHTS
  OF INSPECTION

French
  company law provides that any shareholders may inspect the financial statements,
  resolutions proposed at general meetings, minutes of general meetings, the list
  of the members of the Management and Supervisory Boards, the reports of the
  Management and Supervisory Boards, the statutory auditors reports, information
  concerning candidates for the Supervisory Board and certain of its other books
  and records during the Companys usual business hours at its registered
  office. Only documents relating to the last three fiscal years are required
  to be made available to shareholders.

SHAREHOLDER
  SUITS

Under
  French company law, one or more shareholders can sue the members of the Management
  Board and the Supervisory Board of AXA, on behalf of AXA, for damages caused
  to AXA by the members of the Management Board or the Supervisory Board. Any
  damages awarded would be paid to AXA. One or more shareholders can also sue
  the members of the Management Board and the Supervisory Board, in his or her
  own name, for damages personally suffered by him or her. In such a case, any
  damages awarded are paid to the dissenting shareholder or shareholders. There
  are no class action lawsuits permitted under French company law.

AVAILABLE
  FINANCIAL INFORMATION

In
  addition to financial information required to be published in France, AXA is
  required to file with the SEC its annual report on Form 20-F, which contains
  AXA s consolidated annual financial statements prepared in accordance
  with French GAAP together with a reconciliation to U.S. GAAP. In addition, AXA
  files with the SEC periodic reports on Form 6-K.

MODIFICATION
  OF SHAREHOLDER RIGHTS

Under
  French law, the shareholders generally have the power to amend thestatuts.Such
  an amendment requires the approval of two thirds of the shareholders attending
  or represented at an extraordinary shareholders meeting.

Generally,
  shareholders holding one third of the voting power of AXA s outstanding
  ordinary shares would constitute a quorum at an extraordinary shareholders meeting.
  However, pursuant to French law, no such extraordinary shareholders meetings
  may decide (i) to increase the liability of the shareholders towards the Company
  or a third party; or (ii) to undermine the individual rights vested in each
  shareholder (such as voting rights, right to distributable profits of the Company
  when allocated as dividends, right to sell ones shares, right to sue the
  Company).

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MATERIAL
  CONTRACTS

There
  have been no material contracts (outside the ordinary course of business) during
  the last two years to which the Company is a party.

EXCHANGE
  CONTROLS AND OTHER LIMITATIONS AFFECTING FOREIGN SECURITY HOLDERS

Under
  current French foreign exchange control regulations, there are no limitations
  on the amount of cash payments that may be remitted by AXA to residents of the
  United States. Laws and regulations concerning foreign exchange controls do
  require, however, that all payments or transfers of funds made by a French resident
  to a non-resident be handled by an accredited financial intermediary. In France,
  all registered banks and substantially all credit establishments are accredited
  financial intermediaries.

Under
  current French company law and AXAsstatuts,there
  are no general limitations on the right of nonresident or non-French persons
  to own or, where applicable, vote the AXA ordinary shares, whether held in the
  form of Shares or ADSs. However, both European Union and non-European Union
  residents must file adéclaration
  administrativeor
  administrative notice, with French authorities in connection with the acquisition
  of a controlling interest in any French company. Under existing administrative
  foreign direct investment regulations and administrative rulings, ownership
  by non-residents of France of more than 33.33% of a listed companys share
  capital or voting rights is regarded as a controlling interest, but a lower
  percentage might be held to be a controlling interest in certain circumstances.
  The factors that will be taken into account in making that determination include
  the existence of:

- an
    option of the acquiring party to buy additional shares,
- loans
    and guarantees granted by the acquiring party to the French company in amounts
    evidencing control over the financing of the French company, and
- patent
    licenses granted by an acquiring party or management of technical assistance
    agreements with the acquiring party that place the French company in a dependent
    position vis-à-vis that party or its group.

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

Furthermore,
  any such transaction allowing such person, or group of persons acting in concert,
  to hold AXA ordinary shares representing in aggregate in excess of 5% of AXA
  s voting power requires that person to provide 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 acting in concert, who is a resident of a member state of
  the European Economic Area, although that person, or group of persons, is required
  to provide the French Ministry of the Economy with notice upon completion of
  the transaction.

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TAXATION

The
  following generally summarizes the material U.S. Federal income tax and French
  tax consequences to U.S. Holders of the ownership and disposal of AXA ordinary
  shares or ADRs representing ADSs. For purposes 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 of the United States or of any political subdivision
    of the United States, including the District of Columbia,
- An
    estate the income of which is subject to U.S. Federal income taxation regardless
    of its source,
- A
    trust if a court within the United States is able to exercise primary supervision
    over the trust and one or more U.S. persons have the authority to control
    all substantial decisions of the trust, or
- A
    person otherwise subject to U.S. Federal income tax on its worldwide income.

If
  a partnership holds AXA ordinary shares or ADRs representing ADSs, the tax treatment
  of a partner will generally depend upon the status of the partner and upon the
  activities of the partnership. Partners of partnerships holding these Shares
  or AXA ADRs should consult their tax advisors as to the tax consequences of
  owning or disposing of AXA 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, foreign or other tax consequences
  to Non-U.S. Holders as a result of the ownership or disposal of AXA ordinary
  shares or ADRs.

This
  summary is not a complete description of all of the tax consequences of the
  ownership or disposition of AXA ordinary shares or ADRs representing ADSs. It
  is based on the current tax laws of France and the United States, including
  the United States Internal Revenue Code of 1986, as amended (which we refer
  to in this annual report as the Code), its legislative history,
  temporary, existing and proposed Treasury Regulations, Internal Revenue Service
  rulings and judicial opinions as well as the Convention between the United States
  and The Republic of France for the Avoidance of Double Taxation and the Prevention
  of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31,
  1994 (which we refer to in this annual report as the Treaty), all
  as in effect on the date of this annual report and all subject to change, possibly
  with retroactive effect. In particular, the following discussion does not take
  into account any changes to the French tax law provisions relating to theprécompteand
  theavoir
  fiscal.The
  French Government has recently amended the rules relating to theavoir
  fiscal.Under
  these amendments, theavoir
  fiscalgranted
  to shareholders who are not individuals was reduced from 15% to 10% for theavoir
  fiscalused
  or refunded as from the 1st of January 2003. For a discussion of theavoir
  fiscaland
  theprécomptesee
  French Taxation-Taxation of Dividends-Avoir
  Fiscal.
  No further details on these changes are available as of the date of this annual
  report although the French Government has announced its intention to abolish
  theavoir
  fiscalin
  the near future. Your individual circumstances may affect the tax consequences
  of the ownership or disposition of AXA ordinary shares or ADRs representing
  ADSs, and your particular facts or circumstances are not considered in the discussion
  below.

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The
  summary is not intended to apply to holders of AXA ordinary shares or ADRs in
  particular 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,
- Tax-exempt
    organizations,
- Insurance
    companies,
- Persons
    holding AXA ordinary shares or ADRs representing ADSs as part of a hedging,
    straddle, conversion or other integrated transaction,
- U.S.
    Holders who hold AXA ordinary shares or ADRs representing ADSs other than
    as capital assets,
- 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 AXA ordinary shares or ADRs representing ADSs that own directly or indirectly
    or are deemed to own, five percent or more of either the total voting power
    or the total value of the AXA Shares or that carry on a trade or business
    in France through a permanent establishment or fixed base for the purpose
    of which AXA ordinary shares or ADRs have been acquired or held.

For
  purposes of the Treaty, French tax law and the Code, U.S. owners of AXA ADRs
  will be treated as owners of AXA ordinary shares underlying the ADSs represented
  by those ADRs.

Furthermore,
  although this summary generally applies to relevant holders whether or not they
  are employees of AXA

- or
    its affiliates, this summary does not describe all the tax considerations
    relevant to persons who acquired shares
- of
    AXA ordinary shares or ADRs representing ADSs pursuant to the exercise of
    an incentive stock option.

FRENCH
  TAXATION: TAXATION OF DIVIDENDS-WITHHOLDING TAX

France
  generally imposes a 25% withholding tax on dividends distributed in cash or
  in the form of ordinary shares by a French corporation (such as AXA) to shareholders
  who are not residents of France for French tax purposes. However, the Treaty
  generally reduces the withholding tax rate to 15% on dividends paid in cash
  or in the form of shares to an Eligible U.S. Holder.

Under
  the Treaty, an Eligible U.S. Holder is a U.S. Holder whose ownership
  of AXA ordinary shares or ADRs representing ADSs is not attributable to a permanent
  establishment or fixed base in France and who is (i) an individual or other
  non-corporate holder, or (ii) a corporation that does not own, directly or indirectly,
  10% or more of the capital of AXA, provided in each case that that holder:

- is
    a resident of the United States under the Treaty,
- is
    entitled to Treaty benefits under the limitation on benefits provisions in
    Article 30 of the Treaty, and
- complies
    with the procedural rules described below.

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If
  a U.S. Holder is a corporation that owns, directly or indirectly, 10% or more
  of the capital of AXA, the withholding tax rate will be reduced to 5%, provided
  that all other requirements set forth in the preceding paragraph are met.

Pursuant
  to an instruction published on June 7, 1994 (which we refer to in this annual
  report as the Instruction), dividends paid in cash or in the form
  of AXA ordinary shares to an Eligible U.S. Holder who is entitled to the avoir
  fiscal (as discussed below) will no longer be subject to the French withholding
  tax of 25% (with this tax reduced at a later date to 15%, subject to filing
  formalities), but will be immediately subject to the reduced rate of 15% provided
  that the Holder establishes before the date of payment that he is a resident
  of the United States under the Treaty.

TAXATION
  OF DIVIDENDS - AVOIR FISCAL AND PRECOMPTE

The
  Finance Act for 2004(loi
  de finances pour 2004)provides
  for the repeal of theavoir
  fiscalandprécomptemechanisms
  as described below. At the date of this annual report, the French tax authorities
  have not yet issued any guidelines commenting on the repeal of those mechanisms
  or the new tax regime applicable to distributions and their consequences for
  non-French residents. The tax treatment of distributions made to non-French
  residents, as described in this summary, is therefore subject to confirmation
  by the French tax authorities.

In
  addition, it should be highlighted that since a French administrative instruction
  dated December 14, 2001 from the French Treasury, no distribution of cash or
  ordinary shares by a French corporation to its shareholders will be treated
  as dividend by the French Treasury and, accordingly, none of these shareholders
  will be eligible for theavoir
  fiscalin
  respect of such distribution, if such distribution is not approved by the annual
  general shareholders meeting which approves the annual accounts or in
  the event of advance payments of dividend(acomptes
  sur dividende)already
  made in accordance with French law.

Only
  distributions approved by the annual general shareholders meeting which
  approves the annual accounts may give rise, as the case may be, to a payment
  of theprécompte.Theprécomptemeans
  an equalization tax payable by a French corporation in respect of any amounts
  distributed as a dividend by AXA out of profits which:

- have
    not been subject to French corporate income tax at the standard corporate
    income tax rate, or
- were
    earned and taxed more than five years before the distribution.

Theprécompteis
  paid at the time of such a dividend distribution and is generally equal to 50%
  of the net dividend distributed.

Under
  French law, including the provisions of the Finance Act for 2004(loi
  de finances pour 2004):

- French
    individual residents are entitled to a tax credit, known as theavoir
    fiscal,equal
    to 50% of the dividend paid in cash or in the form of shares by a French corporation
    before January 1, 2005, but dividend distributions made as from that date
    shall carry noavoir
    fiscal,
- subject
    to certain holding requirements, certain French corporations holding a 5%
    or more controlling interest(participation)in
    the distributing company are entitled to an avoir fiscal equal to 50% of the
    dividend, but will not be able to credit any such avoir fiscal against their
    French tax liability or to obtain any refund thereof as from January 1, 2005,
- other
    French residents are entitled to anavoir
    fiscalequal
    to 10% of the dividend (plus an additional payment equal to 80% of anyprécompteactually
    paid in cash by the distributing corporation), but will not be able to credit
    any suchavoir
    fiscalagainst
    their French tax liability or to obtain any refund thereof as from January
    1, 2005.

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Under
  French law, shareholders who are not resident in France are not eligible for
  theavoir
  fiscal.Under
  the Treaty, an Eligible U.S. Holder who receives dividends paid by a French
  company (such as AXA) that, if received by a resident of France, would entitle
  such Eligible U.S. Holder to the avoir fiscal is generally entitled to a payment
  from the French Treasury that is the equivalent of theavoir
  fiscal.That
  payment is made by the French Treasury not earlier than the January 15th following
  the close of the calendar year in which the related dividend is paid, and only
  after receipt by the French tax administration of a claim for that payment in
  accordance with the procedures described below. However, the following are certain
  limitations to the availability of theavoir
  fiscalunder
  the Treaty:

- theavoir
    fiscalis
    generally only granted if the Eligible U.S. Holder is subject to U.S. Federal
    income tax on both the dividend and theavoir
    fiscal,
- a
    partnership or a trust (other than a pension trust, a real estate investment
    trust or a real estate mortgage investment conduit) in its capacity as an
    Eligible U.S. Holder is entitled to theavoir
    fiscalonly
    to the extent that its partners, beneficiaries or grantors, as applicable,
    are themselves Eligible U.S. Holders (other than a regulated investment company)
    and are themselves subject to U.S. Federal income tax on their respective
    shares of both the dividend and theavoir
    fiscal,
- the
    Eligible U.S. Holder, where required by the French tax administration, must
    show that he or she is the beneficial owner of the dividends received from
    AXA and that the holding of the AXA ordinary shares or ADRs does not have
    as one of its principal purposes the purpose of allowing another person to
    take advantage of the grant of theavoir
    fiscalunder
    the Treaty, and
- if
    the Eligible U.S. Holder is a regulated investment company, it should not
    own, directly or indirectly, 10% or more of the capital of AXA. This rule
    only applies if less than 20% of the shares of the regulated investment company
    should be beneficially owned by persons who are neither citizens nor residents
    of the United States under the Treaty.

Under
  the Treaty, any payment of theavoir
  fiscalto
  Eligible US Holders is subject to the 15% dividend withholding tax.

In
  addition, under the Treaty, an Eligible U.S. Holder that is not entitled to
  theavoir
  fiscalgenerally
  may obtain from the French tax authorities a refund of anyprécomptepaid
  by AXA with respect to the dividends distributed if he or she is the beneficial
  owner of those dividends. Pursuant to the Treaty, the amount of theprécompterefunded
  to Eligible U.S. Holders is reduced by the 15% French withholding tax applicable
  to dividends and the partialavoir
  fiscal,if
  any. An Eligible U.S. Holder is only entitled to a refund of theprécompteactually
  paid in cash by AXA and is not entitled to a refund of theprécomptepaid
  by AXA by offsetting French and/or foreign tax credits. It should be noted that
  the French tax authorities consider that theprécomptepaid
  in respect of dividends distributed from the long-term capital gains reserve
  cannot be refunded (D. adm. 4 K 1122, nos. 8-9).

However,
  the Finance Act for 2004(loi
  de finances pour 2004)provides
  that any distributions made as from January 1, 2005 will not trigger the payment
  of anyprécompte.As
  a consequence of the above:

- U.S.
    Eligible individual Holders should be entitled under the Treaty to a payment
    from the French tax authorities equal to theavoir
    fiscalor,
    as the case may be, the refund of theprécompte(less,
    in each case, a 15% withholding tax) in respect of dividends that AXA may
    pay before January 1, 2005. However, they should not be entitled to any such
    payment or refund in respect of dividends that AXA may pay as from that day,
    and
- U.S.
    Eligible non  individual Holders should not be entitled to the refund
    of theavoir
    fiscalin
    respect of dividends that AXA may pay in 2004, since, under French administrative
    practices, theavoir
    fiscalrefund
    would not be payable before January 15, 2005 and the Finance Act for 2004(loi
    de finances pour 2004)terminates
    any payment ofavoir
    fiscalto
    persons other than Individuals after January 1, 2005. However, they should
    be entitled under the Treaty to

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a
  refund of theprécompte,if
  any, (less a 15% withholding tax) in respect of dividends that AXA may pay in
  2004, but they will not be entitled to any such refund in respect of dividends
  that AXA may pay from January 1, 2005.

TAXATION
  OF DIVIDENDS-PROCEDURES TO OBTAIN TREATY BENEFITS

Eligible
  U.S. Holders must follow certain procedures in order to be eligible for the
  15% dividend withholding tax and to receive a refund of theavoir
  fiscal(less
  the 15% withholding tax on that amount) under the Treaty.

An
  Eligible U.S. Holder entitled to theavoir
  fiscalwho
  wishes to obtain a reduced withholding rate at source must:

- complete
    and have certified by the U.S. financial institution that is in charge of
    the administration of the AXA ordinary shares or ADRs of that Eligible U.S.
    Holder, and
- file
    with AXA or the French person in charge of the payment of dividends on the
    AXA ordinary shares (such as he French paying agent in the case of AXA ordinary
    shares), or with the depositary (in the case of AXA ADRs),

a
  French form RF1 A EU n° 5052, entitled Application for Refund,
  before the date of payment of the relevant dividend. An Eligible U.S. Holder
  that is a regulated investment company must also be identified as such on a
  list provided annually by the U.S. Internal Revenue Service to the French tax
  administration. However, if an Eligible U.S. Holder is not able to complete,
  have certified and file the Application for Refund before the date of payment
  of the dividend, that Eligible U.S. Holder may still benefit from the Treaty
  if the U.S. financial institution that is in charge of the administration of
  that holders AXA ordinary shares or ADRs provides AXA or the French paying
  agent in the case of AXA ordinary shares, or the depositary in the case of AXA
  ADRs, with certain information with respect to that Eligible U.S. Holder and
  his or her holding of AXA ordinary shares or ADRs before the dateof payment
  of the relevant dividend. Whichever procedure is followed, theavoir
  fiscalis
  not paid by the French Treasury earlier than January 15th following the close
  of the calendar year in which the relevant dividend is paid.

If
  either of the procedures described above has not been followed before a dividend
  payment date or is not available to an Eligible U.S. Holder, AXA or the French
  paying agent will withhold tax from the dividend at the normal French rate of
  25%, and the Eligible U.S. Holder will be entitled to claim a refund of the
  excess withholding tax and the payment of the relatedavoir
  fiscalby
  filing the Application for Refund with the depositary or the French paying agent
  early enough to enable them to forward that application to the French tax administration
  before December 31st of the year following the calendar year in which the related
  dividend was paid.

The
  Application for Refund and instructions for its completion are available from
  the U.S. Internal Revenue Service.

The
  depositary will provide to all U.S. Holders of AXA ADRs the applications or
  certificates, together with instructions, and will arrange for the filing with
  the French tax authorities of all applications and certificates completed by
  U.S. Holders of AXA ADRs and returned to the depositary in sufficient time to
  effect the filing.

SPECIAL
  RULES FOR CERTAIN TAX-EXEMPT SHAREHOLDERS

Under
  the Treaty, special rules apply to:

- any Eligible Pension Fund, which is a tax-exempt entity established
    in, and sponsored or established by a resident of, the United States, the
    exclusive purpose of which is to provide retirement or employee benefits and
    which does not own, directly or indirectly, 10% or more of the capital of
    AXA,

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- any
    Eligible Not-For-Profit Organization, which is a tax-exempt entity
    organized in the United States, the use of whose assets is limited under U.S.
    Federal or state laws, both currently and upon liquidation, to the accomplishment
    of the purposes that serve as the basis of its exemption from income taxation
    in the United States and which does not own, directly or indirectly, 10% or
    more of the capital of AXA, and
- any
    Individual Holding Shares in a Retirement Plan, meaning an individual
    who is a resident of the United States under the Treaty and who owns AXA ordinary
    shares or ADRs through an individual retirement account, a Keogh plan or any
    similar arrangement. (Eligible Pension Funds, Eligible Not-For-Profit
    Organizations and Individuals Holding Shares in a Retirement Plan
    are referred to collectively in this annual report as Eligible Tax-Exempt
    Holders.)

Provided
  they are entitled to Treaty benefits under the limitation on benefits provisions
  in Article 30 of the Treaty, Eligible Tax-Exempt Individual Holders are entitled
  to receive from the French Treasury a payment equal to 30/85ths of the grossavoir
  fiscal(the
  partial avoir fiscal), less a 15% dividend withholding tax on that
  amount, notwithstanding the general requirement described above that the individual
  holder be subject to U.S. tax on both the dividend and theavoir
  fiscal.Thus,
  for example, if a dividend of 100 were payable by AXA to an Eligible Tax-Exempt
  Individual Holder and the requirements of the instruction are satisfied, that
  individual holder would initially receive 85 (the 100 dividend less a 15 withholding
  tax). The Eligible Tax- Exempt Individual Holder would be further entitled to
  an additional payment from the French Treasury of 15, consisting of the partialavoir
  fiscalof
  30/85ths of 50, less the 15% withholding tax on that amount. When theavoir
  fiscalis
  equal to 10% of the net dividend (for instance for Eligible Pension Funds
  and Eligible Not-for-Profit Organizations), Eligible Tax-Exempt
  Holders are entitled to receive from the French Treasury a payment equal to
  30/85ths of theavoir
  fiscal,less
  a 15% withholding tax on that amount. Thus, the total net payment to the Eligible
  Tax-Exempt Individual Holder would be 88. The Eligible Tax-Exempt Individual
  Holder, where required by the French tax administration, must show that it is
  the beneficial owner of the AXA ordinary shares or ADRs and that the holding
  of those AXA ordinary shares or ADRs does not have as one of its principal purposes
  the purpose of allowing another person to take advantage of the grant of the
  partial avoir fiscal under the Treaty.

Tax-exempt
  holders generally must follow the procedures set forth above under Taxation
  of Dividends Procedures to Obtain Treaty Benefits. Nevertheless, the existing
  French forms do not take into account the special tax treatment applicable to
  Eligible Tax-Exempt Holders with respect to the payment of the partial avoir
  fiscal and the refund of the précompte. Certain Eligible Tax-Exempt Holders
  may also be required to provide written evidence certified by the U.S.

Internal
  Revenue Service of their status under U.S. Federal income tax law.

As
  a consequence, Eligible Tax-Exempt Holders are urged to contact their own tax
  advisors with respect to the procedures to be followed to obtain Treaty benefits.

TAX
  ON SALE OR REDEMPTION OF AXA ORDINARY SHARES OR ADRs

Under
  the Treaty, no French tax is levied on any capital gain derived from the sale
  of AXA ordinary shares or ADRs 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 AXA ordinary shares
    or ADRs are attributable to or, in the case of an individual, who does not
    maintain a fixed base in France to which the AXA ordinary shares or ADRs are
    effectively connected.

/184



Under
  French domestic tax law, any gain realized by a shareholder on a redemption
  of AXA ordinary shares by AXA generally will be treated as a dividend and will
  be subject to French dividend withholding tax as described above under Taxation
  of Dividends-Withholding Tax.

FRENCH
  TRANSFER AND STAMP TAXES

Transfers
  of AXA ordinary shares and ADRs representing ADSs will not be subject to French
  transfer taxes unless the transfer is effected by means of a written agreement
  that is executed or enforced within France. Should such written agreement be
  executed or enforced in France, it would be subject to transfer taxes at the
  rate of 1%, up to a maximum of 3,049 euros per transaction.

In
  certain cases, a stock exchange stamp tax also may be payable.

FRENCH
  ESTATE, GIFT AND WEALTH TAXES

A
  transfer of AXA 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 be subject to such French tax by
  reason of the Convention between the United States of America and the French
  Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
  with respect to Taxes on Estates, Inheritances and Gifts, dated November 24,
  1978 unless:

- the
    donor or decedent is domiciled in France within the meaning of that Convention
    at the time of making the gift, or at the time of his or her death, or
- the
    AXA ordinary shares or ADRs were used in, or held for use in, the conduct
    of business through a permanent 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 that are not individuals or in the case of natural persons,
  who own alone or with their parents, directly or indirectly, AXA ordinary shares
  or ADRs representing the right to less than 25% of AXAs profits.

MATERIAL
  U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS: TAXATION OF DIVIDENDS

For
  U.S. Federal income tax purposes, the gross amount of a distribution by AXA
  to U.S. Holders, including any amounts of French tax withheld, will be treated
  as dividend income to the extent paid out of AXAs current or accumulated
  earnings and profits, as determined for U.S. Federal income tax purposes. If
  a U.S. Holder has the option to receive a distribution either in cash or in
  the form of AXA ordinary shares, and such U.S. Holder chooses to receive AXA
  ordinary shares (a Stock Distribution), such U.S. Holder will be
  treated for purposes of the preceding sentence as having received a distribution
  to the extent of the fair market value of these AXA ordinary shares. The gross
  amount of any relatedavoir
  fiscalorprécomptepayment
  also will be treated as dividend income. That dividend income will not be eligible
  for the dividend received deduction generally allowed to corporations under
  Section 243 of the Code. To the extent that an amount received by a U.S. Holder
  exceeds the U.S. Holders allocable share of AXAs current and accumulated
  earnings and profits, the excess will be applied first to reduce the Holders
  basis in his or her AXA ordinary shares or ADRs, and then, any remaining excess
  would constitute gain from the deemed sale or exchange of his or her AXA ordinary
  shares or ADRs. See «Tax on Sale or Exchange of AXA Ordinary Shares or
  ADRs» below.

/185



For
  U.S. Federal income tax purposes, dividends will be taxable to the U.S. Holder
  of AXA ordinary shares or ADRs outstanding on the record date established by
  French law, which in the case of an annual dividend will be fixed by the shareholders
  at the shareholders meeting approving the distribution of dividends, and
  in the case of an interim dividend will be fixed by the Management Board approving
  the distribution of interim dividends. Any payment of theavoir
  fiscalor
  the partialavoir
  fiscalandprécompte,plus
  the withholding tax relating to those payments, will generally be included in
  the dividend income of a U.S. Holder in the year in which the payment or refund
  is received. The amount recognized as dividend income by a U.S. Holder will
  be equal to the U.S. dollar value of the distributed Euro, or, in case of a
  Stock Distribution, the AXA ordinary shares, on the date of the recognition
  of the dividend for U.S. Federal income tax purposes, regardless of whether
  the payment is in fact converted into U.S. dollars. The Euro distributed will
  have a tax basis equal to their U.S. dollar value at such time. Any gain or
  loss realized upon a subsequent conversion or other disposition of the Euro
  will be treated as ordinary income or loss from sources within the United States.

As
  discussed above, payments of dividends, the avoir fiscal, the partial avoir
  fiscal and the refund of the précompte to a U.S. Holder will be subject
  to French withholding tax. For U.S. Federal income tax purposes, a U.S. Holder
  may generally elect to treat these French withholding taxes as either a deduction
  from gross income or a credit against the U.S. Federal income tax liability
  of that U.S. Holder. The maximum foreign tax credit allowable generally is equal
  to the U.S. Holders U.S. Federal income tax liability for the taxable
  year multiplied by a fraction, the numerator of which is the U.S. Holders
  taxable income from sources without the United States and the denominator of
  which is the U.S. Holders taxable income from all sources for the taxable
  year. That foreign tax credit limitation is applied separately to different
  «baskets» of income. For purposes of applying the foreign tax credit
  limitation, dividends are generally included in the passive income
  basket or, if received by certain holders and certain other conditions are met,
  the financial services income basket.

In
  the case of an Eligible U.S. Holder, if the full withholding tax rate of 25%
  is applied because, for instance, the procedures described under French
  Taxation - Taxation of Dividends - Procedures to Obtain Treaty Benefits
  are not complied with by the dividend payment date, the refundable portion of
  the tax withheld by AXA or the French paying agent, which represents the difference
  between the 25% and the 15% tax rates, would not be eligible for the foreign
  tax credit.

TAX
  ON SALE OR EXCHANGE OF AXA ORDINARY SHARES OR ADRs

For
  U.S. Federal income tax purposes, a U.S. Holder generally will recognize gain
  or loss on any sale, exchange or other disposition of AXA ordinary shares or
  ADRs representing ADSs, unless a specific non recognition provision applies.
  That gain or loss will be measured by the difference between the U.S. dollar
  value of the amount of cash, and the fair market value of any other property,
  received and the U.S. Holders tax basis in the AXA ordinary shares or
  the ADRs, determined in U.S. dollars. A U.S. Holders tax basis in the
  AXA ordinary shares or the ADRs will generally equal the amount paid by that
  U.S. Holder for the AXA ordinary shares or the ADRs or, in the case of AXA ordinary
  shares acquired by way of Stock Distribution, the amount included in income
  at the time of the Stock Distribution.

Gain
  or loss arising from a sale or exchange of AXA ordinary shares or ADRs will
  be capital gain or loss if these AXA ordinary shares or ADRs are held as capital
  assets by the U.S. Holder, and will be short term or long term depending whether
  the holding period of the U.S. Holder for these AXA ordinary shares or ADRs
  exceeds one year. In general, gain from a sale or exchange of AXA ordinary shares
  or ADRs by a U.S. Holder will be treated as United States source income for
  foreign tax credit limitation purposes.

/186



BACKUP
  WITH HOLDING AND INFORMATION REPORTING

Under
  certain circumstances, a U.S. Holder who is an individual may be subject to
  information reporting requirements and backup withholding, currently at a 30%
  rate on dividends received on AXA ordinary shares or ADRs representing ADSs.
  This withholding generally applies only if that individual holder:

- fails
    to furnish his or her taxpayer identification number to the U.S. financial
    institution that is in charge of the administration of that holders
    AXA ordinary shares or ADRs or any other person responsible for the payment
    of dividends on the AXA 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 report payments of interest and dividends and the U.S. Internal Revenue
    Service has notified AXA that such 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 be allowable as a credit against such U.S. Holders U.S. Federal
  income tax liability, provided that the required information is furnished to
  the U.S. Internal Revenue Service.

U.S.
  Holders should consult their own tax advisor as to the application of the U.S.
  Federal information reporting and backup withholding requirements to them and
  their qualification, if any, for an exemption under these rules as well as the
  particular tax consequences to them of owning and disposing of AXA ordinary
  shares and ADRs representing ADSs under U.S. federal, state, local and foreign
  law.

U.S.
  STATE AND LOCAL TAXES

In
  addition to U.S. Federal income taxes, U.S. Holders may be subject to U.S. state
  and local taxes with respect to their AXA ordinary shares or ADRs representing
  ADSs. U.S. Holders should consult their own tax advisors regarding such matters.

/187



STATEMENT
  ON CORPORATE GOVERNANCE AS REQUIRED BY SECTION 303A-11 OF THE NEW YORK STOCK
  EXCHANGES LISTED COMPANY MANUAL

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

AXA
  is incorporated under the laws of France and the principal trading market for
  AXAs ordinary shares is the Paris Bourse. AXAs American Depositary
  Shares (ADSs) are listed on the New York Stock Exchange (NYSE) and trade in
  the form of American Depositary Receipts (ADRs), each of which represent one
  AXA ordinary share. For additional information on the markets and market prices
  for AXAs ordinary shares and ADSs as well as for information generally
  on AXAs ordinary shares, ADSs and ADRs please see Items 9 and 10 of this
  annual report.

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

AXAs
  corporate governance principles and practices reflect applicable laws and regulations
  in France as well those in the United States, including applicable provisions
  of the Sarbanes-Oxley Act of 2002(Sarbanes).
  Please see Items 6 of this annual report for detailed information on AXAs
  current corporate governance structure, including the composition and responsibilities
  of AXAs Supervisory Board, the various Supervisory Board committees that
  have been established and AXAs Management Board. In addition to complying
  with all applicable laws and regulations concerning corporate governance, AXAs
  governance principles and practices and its financial communications also take
  into account various best practices that have developed in recent
  years in the French, broader European, and U.S. markets. While these best practices
  are often not mandatory for AXA from a technical point of view, management believes
  that many of them have become (or will develop into) de facto market standards
  for large international companies such as AXA as they provide shareholders and
  financial markets with an important measure of transparency. Management also
  believes that these best practices help facilitate effective and transparent
  interaction and dialogue between AXAs Supervisory Board and Management
  Board.

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

|(1) | Under French law, in cases where the employees, as a group,
      collectively hold more than 3% of a companys outstanding ordinary
      shares the company is required to present one or more employee-representative
      candidates for election to its Supervisory Board. This employee-representative
      represents the interest of the employee shareholders. At their Annual Shareholders
      Meeting on April 21, 2004, AXAs shareholders elected one employee-representative
      to AXAs Supervisory Board in accordance with the requirements of French
      law.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/188



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

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

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

Finally,
  as a foreign private issuer, AXA is exempt from rules under the
  U.S. Securities Exchange Act of 1934 (the Exchange Act) that impose
  certain disclosure and procedural requirements for proxy solicitations under
  Section 14 of the Exchange Act. In addition, AXAs officers, directors
  and principal shareholders are exempt from the reporting and short-swing
  profit recovery provisions of Section 16 of the Exchange Act and the rules under
  the Exchange Act with respect to their purchases and sales of AXA ordinary shares
  and ADRs. Moreover, AXA is not required to file periodic reports and financial
  statements with the SEC as frequently or as promptly as U.S. companies whose
  securities are registered under the Exchange Act, nor is it required to comply
  with Regulation FD, which restricts the selective disclosure of material information.
  Accordingly, there may be less information concerning AXA publicly available
  than there is for U.S. listed companies. In addition, as AXA is a foreign
  private issuer, AXAs Chief Executive Officer and Chief Financial
  Officer issue the certifications required by Sections 302 and 906 of Sarbanes
  on an annual basis (with the filing of our annual report on U.S. Form 20-F)
  rather than on a quarterly basis as would be the case of a U.S. domestic company
  filing quarterly reports on Form 10-Q.

For
  more information regarding our corporate governance, you may also consult Items
  6, 7, 9 and 10 in this annual report as well as our statuts which is filed as
  an exhibit to this annual report.

/189



Item
  11: Quantitative and Qualitative Disclosures About Market Risk

Organization
  of Risk Management at AXA

The
  Risk Management department, within Groups Finance Department, is responsible
  for defining methods and systems to identify, measure and monitor risks so that
  they can be managed efficiently. It is also responsible for implementing risk
  monitoring processes at Group level and for coordinating with risk management
  personnel in AXAs operating subsidiaries to implement appropriate risk
  monitoring processes designed to insure that Group risk management policies
  and methods are consistently applied and appropriately adapted to the operating,
  regulatory and risk environment of Group subsidiaries.

By
  facilitating a more accurate assessment of risk exposure, these systems and
  tools help to reduce earnings volatility and to optimize the allocation of capital
  by the Group to its various businesses. The Risk Management department performs
  these tasks using a uniform set of techniques including stochastic models. These
  modeling techniques provide a more refined and exhaustive analysis and assessment
  of AXAs risk exposure thanks to the large number of scenarios examined
  in this type of approach. In performing its mission the Group Risk Management
  department works closely with designated risk management personnel in the Groups
  principal operating subsidiaries who generally report to the Chief Financial
  Officer of the relevant subsidiary and play a key role both in implementing
  Group risk management policies and practices within their company and in furnishing
  information to the Group Risk Management department which permits it to monitor
  risks on a Group-wide level.

These
  tools complement the more classical deterministic forecasting tools used.

Market
  risks

MARKET
  RISKS  ASSET LIABILITY MANAGEMENT

In
  an effort to protect and enhance shareholder value, AXA actively manages its
  exposure to market risks. Primary responsibility for risk management, including
  market risk, rests with the Groups local subsidiaries, which have the
  best knowledge of their products, policyholders and risk profile. This approach
  allows subsidiaries to react in a timely manner to changes in financial markets,
  insurance cycles and the political and economic environment in which they operate.

AXAs
  exposure to market risk is reduced by reason of the diversity of its operations,
  and its geographic diversification which reduces the impact of local economic,
  financial and insurance cycles on its global financial condition. Furthermore,
  a large portion of AXAs life operations involve products for which most
  of the investment risk and reward belong to its policyholders.

AXA
  manages its market risk within the framework of disciplined and organized investment
  processes:

- Insurance subsidiaries are responsible for monitoring risks through the
    use of liability structure analysis and asset/liability matching techniques.
    They define strategic asset allocation policy, which is implemented by asset
    management companies mandated under investment management agreements. Insurance
    subsidiaries are responsible for monitoring and controlling the investment
    policy carried out on their behalf by these asset management companies.

/190



- An
    Investment Committee, made up of managers from the financial and operational
    sides of the insurance company and also, in certain cases, representatives
    of its board of directors, approves investment strategy and assesses the quality
    of the results obtained.
- Asset
    management specialists, primarily AXA subsidiaries (AXA Investment Managers
    and Alliance Capital), are responsible for day-to-day management of investments.
    Processes have been put in place in the company to manage investments without
    surpassing agreed-upon risk tolerance thresholds stipulated by the insurance
    company in the relevant investment management agreement.

These
  investment processes are part of a broader framework introduced at Group level,
  which includes:

- defined
    standards for managing investments and assessing asset liability mismatching
    risk.
- the
    consolidation of market risks at Group level.

At
  Group level, an ALM Steering Committee, supervised by the Group Finance Officer,
  determines general asset liability management policy guidelines and evaluates
  the results, which are then submitted to the Management Board and to the Finance
  Committee of AXAs Supervisory Board.

Risk
  assessment standards cover two types of requirement:

|1. | Analysis of the insurers ability to meet
      long-term policyholder obligations arising from its insurance contracts.
      The Risk Management department performs detailed annual analyses using consistent
      methods and scenarios that are deterministic or stochastic. These particularly
      important analyses are carried out for all the Groups main subsidiaries.
      For the main product lines, they indicate:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                      

This
  information is compiled for AXAs insurance operations and for the Group,
  which allows the monitoring of strategic asset allocation. Aside from the specific
  conclusions for each product line and each unit, the analysis indicate that
  AXA has a significant surplus of assets as measured against a level of assumed
  risks that is consistent with a rating in the AA range. This favorable situation
  is attributable primarily to the significant impact of the diversification of
  risks between the various businesses and countries in which AXA operates.

Updates
  of the position on the asset side, as well as occasional studies of specific
  issues are carried out in addition to the annual analyses. The allocation of
  surplus assets is simulated and analyzed to ensure that the assets are allocated
  in the most efficient manner by each of the Group's subsidiaries.

2.
  Analysis of AXAs ability to satisfy capital adequacy requirements over
  the short and medium terms.

This
  process is based primarily on monitoring and analyzing local and consolidated
  capital adequacy and solvency margin requirements. It is intended to ensure
  that AXA complies with its regulatory commitments and makes optimum use of capital
  resources at all times.

In
  addition, AXAs insurance operations are subject to local regulatory requirements
  in most jurisdictions in which AXA operates. These local regulations prescribe:

- the
    type, quality and concentration (counterparty, geographic location and type)
    of investments,
- the
    level of assets to be maintained in the local currency in order to cover insurance
    liabilities in that local currency (congruency rule).

/191





- Lastly, subsidiaries perform simulations on the various regulatory constraints
    that they have to meet using extreme scenarios for assets (in terms of both
    the market value of equity securities and interest rate trends). Every six
    months, these models are sent to the Groups Finance Department, enabling
    it to assess the extent of each subsidiarys financial flexibility. The
    results are presented to the Finance Committee of AXAs Supervisory Board
    on a regular basis.

LIFE
  AND SAVINGS OPERATIONS

The
  market risks to which life and savings subsidiaries are exposed arise from a
  number of factors:

- A
    decline in yields on fixed-income investments could reduce the investment
    margin if the return on new invested assets is not sufficient to cover contractual
    interest rates payable to life insurance policyholders.
- A
    rise in yields on fixed-income investments reduces the value of fixed-income
    portfolios and could have an adverse impact on the solvency margin and the
    surrender level on certain contracts, if competitive pressures lead to higher
    rates of policyholder profit participation on new contracts.
- A
    decline in equity and real estate prices may reduce the level of unrealized
    capital gains and available surpluses.
- Exposure
    to the foreign exchange risk are generally limited for the Groups life
    insurance companies. Foreign currency commitments are matched to a large extent
    by assets in the same currency.

The
  policies put in place to manage these risks are tailored to each product type.
  The percentages provided below relating to the allocation of life insurance
  reserves by product type and thus AXAs obligations to its policyholders
  are produced from management data:

|1. | 22% of AXAs life insurance mathematical
      reserves cover separate account (unit-linked) products that do not affect
      AXAs risk exposure, since the underlying financial market performance
      is fully for the account of policyholders. In cases where these products
      include interest-rate guarantees, they are usually managed by a financial
      partner within the separate account. Consequently, they do not present any
      market risk.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | 10% of AXAs life insurance mathematical
      reserves cover separate account products that include guaranteed interest-crediting
      rates granted by the Insurance companies. Suitable risk management policies
      have been put in place:                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | 19% of AXAs life insurance mathematical
      reserves cover products without guaranteed cash values upon surrender.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

/192



|4. | 10% of AXAs life insurance reserves are
      related to products offering guaranteed rates for one year which rates are
      updated every year. The risks in case of interest rates declining are relatively
      limited for these types of products that mainly concern certain French and
      Japanese contracts. Hedging derivatives programs may be implemented to cover
      the most sensitive products with respect to an increase of interest rates.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | 39% of AXAs life insurance reserves cover
      other products, both surrender guarantees and, in some cases, a long-term
      interest-crediting rate. Related risks are managed in the following ways:                                                                                                                                                                                                                                                           
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In
  addition, the ever-evolving product range allows to reduce the risk of this
  type of investment through improved segmentation of new products, reducing the
  sales of new guaranteed interest rate products. Some products offer guarantees
  in-fine with lower cash value guarantees upon surrender. Other products
  offer surrender guarantees but no guaranteed interest-crediting rates.

All
  products that involve hedging programs using derivative instruments are designed
  with the help of dedicated teams at AXA IM and Alliance Capital.

PROPERTY
  AND CASUALTY OPERATIONS

The
  obligations of Property and Casualty insurance companies are almost entirely
  independent of asset values. Consequently, market fluctuations are fully reflected
  in their net asset value. The principal market risk factors are as follows:

- Lower
    yields on fixed-income investments increase the value of bond portfolios,
    and therefore generally do not present a material risk, with the exception
    of certain contracts (disability and workers compensation income) that
    provide guaranteed rates.
- The
    foreign exchange rate risk is relatively limited as commitments in foreign
    currencies are largely backed by assets in the same currencies.
- Inflation
    is a risk, since it increases the value of claims payable to policyholders.
    Consequently, if inflation is not adequately taken into consideration, actual
    claims payments may exceed the reserves set aside.

Property
  and casualty company investments are managed on the basis of these risk factors.
  Contracts that offer guaranteed payout rates are usually backed by fixed-income
  investments that to a great extent cover the reinvestment risk. A portion of
  investments is made in highly liquid assets, to ensure the payment of exceptional
  benefits and claims that may arise.

Once
  these factors have been taken into consideration, some leeway exists for diversified
  investments (real estate or equity securities) that offer a natural hedge against
  inflation and optimises the yields while minimising profitability risks.

HOLDING
  COMPANIES

The
  principal risks managed by holding companies are described below. They are dealt
  with independently to optimize investment performance.

- foreign exchange rate risk, resulting from a mismatch between the currency
    in which an asset is denominated (notably net investments denominated within
    the foreign currencies in subsidiaries) and its financing;

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- interest
    rate risk, resulting from differences between the interest rate structure
    of an asset and its financing in terms of:
- type
      (fixed rate versus floating rate),
- floating
      rate benchmarks,
- floating
      rate renewal dates;
- liquidity
    risk, resulting from a mismatch between the maturity date of an asset and
    a liability,
- risk
    resulting from any restrictions on pay-outs of dividends or reserves introduced
    by the authorities in the countries where AXA operates. This risk appears
    to be moderate, however, given the location of AXAs main operations
    (US, European Union, Japan, Australia).

For
  the purpose of optimizing investment performance and financial control, the
  Finance Department has introduced formal management standards, as well as guidelines
  for monitoring and assessing financial risks in order to measure the positions
  of each unit in a consistent manner.

Management
  norms for financial risks

- The
    purpose of the foreign exchange norm is to determine the optimum proportion
    of liabilities denominated in foreign currency providing a balance sheet hedge
    in order to protect AXAs investments in its subsidiaries and thus the
    Group consolidated shareholders equity against currency fluctuations.
- The
    interest-rate norm is defined in such a way as to control and curb variation
    in financial expense in the medium term and thus to protect future levels.
- The
    liquidity norm establishes the size of confirmed credit lines required by
    AXA to weather a liquidity crisis and sets the constraints on the debt maturity
    profile. In addition, the norms introduced by the Group preserve its liquidity
    by ensuring that it holds assets eligible for the European Central Banks
    tender operations.

The
  Risk Management norms have been reviewed and validated by the Management Board.
  The strategies implemented are also presented on a regular basis to the Finance
  Committee of AXAs Supervisory Board.

The
  methods used to monitor the holding companies market risks are predicated
  on common and uniform indicators:

- variability
    analysis, which measures the change in interest expense over the duration
    of the strategic plan following a 1% rise in short term interest rates,
- interest
    rate sensitivity analysis, which measures changes in the value of the interest
    rate position following a parallel 1% rise in the yield curve by currency
    and by maturity,
- exchange
    rate sensitivity analysis, which measures the year-by-year change in interest
    expense attributable to a 10% appreciation in the euro against all other currencies,
- the
    maturity schedule of consolidated debt and credit lines available.

Monthly
  reporting that consolidates the interest rate, foreign exchange and liquidity
  exposure, as well as the interest expense of holding companies is produced by
  the Finance Department. It draws on the reports submitted by subsidiaries, which
  are responsible for the quality of the data. These figures are reconciled with
  the accounts once every six months. Consolidated reports are submitted regularly
  to the Finance Committee of AXAs Supervisory Board.

Liquidity
  risk is managed carefully and conservatively by maintaining the duration of
  sources of funds long and by maintaining a large stock of confirmed credit facilities
  (over5
  billion at December 31, 2003).

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Furthermore,
  the Groups liquidity profile is bolstered by the following factors:

- The
    Groups financial strength gives it broad access to various different
    markets via standardized debt programs: 3
    billion in commercial paper, a1.5
    billion BMTN program, a5
    billion EMTN program subject to documentation requirements and a US shelf
    registration covering up to $5 billion in debt securities.
- By
    maintaining its vigilance regarding the clauses in the contractual documentation
    that may bind the Group, AXA has ensured that it is not exposed to default
    or early repayment clauses that may have a material adverse effect on its
    consolidated financial position.
- AXA
    holds significant liquidity amounting to19.4
    billion at 31 December 2003. Around 50% of this liquidity is managed within
    the GIE AXA Trésorerie Europe, which was specifically set up to centralize
    management of the liquidity held by units operating within the euro zone This
    GIE reflects the solid liquidity position of the Group, since it had an average
    cash balance of around8.8
    billion in 2003, which was invested in a highly liquid portfolio with a very
    short life (63 days at year-end 2003).

SENSITIVITY
  TESTING

AXA
  performs sensitivity analyses to quantify the Group exposure to interest rate
  risk, equity price risk and foreign exchange rate risk. Such sensitivity analyses
  quantify the potential impacts under certain scenarios of adverse changes in
  financial markets.

Assets
  and liabilities sensitive to market risks and included in this analysis are
  equities, bonds, loans, financial debts, derivative instruments and technical
  reserves. Real estate investments are excluded from this analysis. Similarly,
  unit-linked activities (assets and liabilities) are excluded from the analysis
  because the exposure of the Group is limited as the policyholders support the
  risks on asset value fluctuations (both increase and decrease).

Such
  analysis include AXAs principal insurance operations and holding companies
  in France, the United States, the United Kingdom, Belgium, Germany, Australia
  and Japan. At December 31, 2003, these subsidiaries represented more than 90%
  of AXAs consolidated invested assets and technical reserves of its insurance
  operations.

The
  purpose of such analysis is to measure the sensitivity of fair values of both
  assets and liabilities to interest rate and equity market fluctuations. Sensitivities
  presented are estimation of the net impact of fluctuations in both assets and
  liabilities fair values.

For
  invested assets, fair value was estimated in accordance with the valuation methods
  described in the notes to the consolidated financial statements. The fair value
  of liabilities by type of contract was estimated as follows:

- For
    saving contracts with variable interest rate, a discounted cash flow method
    is used. For this type of contract, sensitivity is limited as assets and liabilities
    generally fluctuate symmetrically, resulting in a lower net sensitivity (with
    the exception of any minimum guaranteed interest rate product).
- For
    participating life insurance contracts, the fair value attributed to mathematical
    reserves is considered to be the higher of (a) the fair value of the assets
    designated to support such policies and (b) the discounted future cash flows
    using the guaranteed minimum interest rate, if any.
- For
    non-participating life insurance contracts, as well as for Property &
    Casualty contracts, fair values of liabilities (life mathematical reserves
    and Property & Casualty technical reserve) have been estimated using a
    discounted cash flow approach. This fair value, which varies according to
    changes in the estimated discount rate, was thus considered to be sensitive
    to interest rate risk but unaffected by equity price changes.

/195



SENSITIVITY
  TO INTEREST RATE RISK

The
  purpose of these analyses is to estimate changes in the fair value of assets
  and liabilities in the event of a 100 basis point increase or decrease in the
  yield curves in the country in which each subsidiary operates. As at December
  31, 2003, the estimated potential exposure resulting from a 100 basis point
  upward shift in the yield curve would result in an estimated net fair value
  loss for all items within the scope of the analysis of approximately0,5
  billion, compared with a net fair value decrease of0,4
  billion in 2002. This stability is attributable largely to the absence of changes
  in portfolio structure between 2002 and 2003, as well as in the general conditions
  prevailing on the bond markets between year-end 2002 and year-end 2003.

SENSITIVITY
  TO EQUITY PRICE FLUCTUATIONS

As
  at December 31, 2003, the estimated potential exposure to a 10% and a 20% decline
  in value of the worlds stock markets would result in an estimated fair
  value loss for all items within the scope of the analysis of approximately1,6
  billion (compared to1,7
  in 2002) and3,3
  billion (stable compared to 2002), respectively, net of changes in liabilities
  reflecting participating contracts. The very small change in exposure to equity
  market between 2002 and 2003 was mainly attributable to the stable percentage
  of the Groups assets, invested in equity securities.

Over
  the last few years, the potential loss from stock market fluctuations has been
  larger than the potential loss resulting from interest rate changes. The impact
  of interest rate fluctuations on the value of life insurance investments is
  partially offset by fair value changes in a large proportion of insurance liabilities.
  However, the impact of stock market declines on equity securities was accompanied
  by much smaller changes in the estimated fair value of insurance liabilities
  (except for participating life contracts and separate account contracts). The
  difference was even greater for Property and Casualty operations, since their
  insurance liabilities were not affected by equity price fluctuations and their
  investment portfolios are invested to a greater extent in equities than life
  insurance investment portfolios.

SENSITIVITY
  TO EXCHANGE RATE FLUCTUATIONS

In
  order to calculate AXAs largest potential exposure to foreign currency
  fluctuations, fluctuations of the major foreign currencies were analyzed in
  terms of their impact on the Group earnings. The scenario that resulted in the
  most adverse effects for AXA was a decline in all currencies against the euro.

In
  2003, a 10% increase of the euro against all other currencies could have had
  an approximately36
  million positive impact on AXAs net income. The same scenario applied
  to 2002 could have resulted in a negative impact of48
  million on AXAs net income.

This
  significant change in AXAs results sensitivity to a strengthening of the
  euro is explained by two main factors:

- On
    one hand, the significant sensitivity generated by the US Dollar zone, linked
    to their traditional important positive contribution to the net consolidated
    result was completely offset by a specific hedging program implemented in
    2003.
- On
    the other hand, 2003 net income is largely affected by a substantial negative
    contribution to Group net income from operations in the yen zone. This factor
    largely accounts for the weaker exposure of Group net income to strengthening
    of the euro against all other currencies.

LIMITATIONS
  TO SENSITIVITY TESTING

The
  results of the analyses presented above must be examined with caution due to
  the following elements:

- Only
    the assets and liabilities defined in the introductory paragraph on sensitivity
    analysis were included in the scope of analysis of the sensitivity testing
    for market fluctuation on fair value,
- The
    results of the sensitivity analysis do not reflect the impact of minority
    interests and tax,

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- They
    do not take into consideration the fact that asset liability management put
    in place by the different Group entities to minimize the exposure to market
    fluctuations are active and dynamic strategies. As market indices fluctuate,
    these strategies may involve buying and selling investments, changing investment
    portfolio allocation or adjusting bonuses credited to policyholders.
- In
    addition, these sensitivity analysis do not take into account the impact of
    market changes on new business, which is a critical component of future profitability.
    Like its industry peers, AXA would likely reflect adverse market changes in
    the pricing of new products.

Other
  limitations of these sensitivity analyses include:

- the
    use of hypothetical market movements that do not necessarily represent managements
    view of expected future market changes;
- the
    assumption that interest rates in all countries move identically and that
    all global currencies move in tandem with the euro;
- and
    the lack of correlation of interest rates, equity prices and foreign currency
    exchange rates.

Taken
  together, these factors limit the ability of these analyses to accurately predict
  the actual trend in fair values of assets and liabilities and AXA's future earnings.

Credit
  risks

Counterparty
  credit risk is defined as the risk that a third party in a transaction will
  default on its commitments. Given the nature of its core business activities,
  AXA monitors two major types of counterparties, using methods that are adapted
  to each type:

- The
    investment portfolios held by the Groups insurance operations (excluding
    assets backing separate account products where risk is transferred to policyholders)
    as well as by banks and holding companies. These portfolios give rise to counterparty
    risk through the equities, bonds and derivative products held.
- Receivables
    from reinsurers resulting from reinsurance ceded by AXA.

AXA
  is establishing a database consolidating the Groups listed assets and
  analyzing them by issuer, by credit rating, sector and geographic region to
  help monitor the risk of concentration of its equity and bond portfolios.

This
  information is used to define limits at Group level and for each subsidiary
  based on different criteria, such as counterparty and the structure of the portfolio
  by rating. These tools are designed to enable the Risk Management department
  to ensure that these limits are complied with, to analyse the potential breach
  when significant, and to examine any formal requests for special dispensation.
  The ALM Steering Committee is regularly kept informed of the work performed.

These
  tools are also designed to enable co-ordinated contingency measures to be taken
  for the most sensitive counterparties.

Based
  on management data at December 31, 2003, 60% of the fixed maturity investments
  held are government bonds or similar securities. 93% of the corporate bond portfolio
  were rated as investment grade (with ratings of BBB or higher) and
  67% had ratings of A or higher. The remaining 7% of the corporate bond portfolio
  which are not investment grade includes 5% of non rated securities
  and 2% with a rating lower or equal to BB.

/197



Finally,
  the Group position resulting from its operations on the derivative market are
  monitored on a regular basis, and by counterparts based on their financial strength.

Anad
  hoccommittee
  was set up to manage the risk of reinsurer insolvency. The committee is evaluating
  the quality of the reinsurers with which AXA does business according to objective
  criteria and determining admissible commitments. The committee is run by AXA
  Cessions, the AXA subsidiary in charge of placing the Groups property
  and casualty insurance with external reinsurers (see Insurance Risks). This
  risk is monitored by comparing the various financial strength ratings available
  on various reinsurers as well as by conducting in-depth analyses of the recoverability
  of receivables in the event of reinsurer insolvency. The teams in charge of
  the Group reinsurance program analyse this information to add a credit risk
  dimension in their reinsurance placement program and risk transfer to the reinsurers.
  The security committee meets monthly and decides on any action to be taken with
  the aim of limiting AXAs exposure to the risk of default any of its reinsurers.

Furthermore,
  AXA summarizes and analyzes its exposure to all reinsurers (including captive
  reinsurers) by factoring in all positions with reinsurers (claims, premiums,
  reserves, deposits, pledges and security deposits).

Insurance
  Risks

LONG-TERM
  OUTLOOK

The
  evolution and increase in risks caused by climatic change and, more specifically,
  by the phenomenon of global warming, represent a major challenge for all human
  activities and particularly insurance operations.

Global
  warming is now proven beyond doubt, although experts disagree on its scale and
  pace. Greenhouse gas emissions are the principal human cause. In very concise
  terms, global warming leads to higher maximum and minimum temperatures, with
  more hot days (heat waves) and fewer cold days (severe cold spells), as well
  as heavier and more frequent precipitation (storms, cyclones, etc.). These phenomena
  have already been observed and are set to become more prevalent, albeit to different
  extents, across almost all land surfaces on the planet.

Aside
  from the immediate destruction caused mainly by flooding (and to a lesser extent
  by drought), climate change will have major implications for a large number
  of human activities:

- Agriculture:
    higher risks of damage to certain crops. Reduction in agricultural returns.
    Faster soil erosion. Cattle more fragile and subject to a higher heat-related
    mortality rate.
- Timber
    production: Increased incidence of forest fires. Reduction in the vitality
    of trees.
- Human
    health: Increased morbidity and mortality rates owing to the effects of major
    heat waves on individuals, particularly in urban areas. Lower morbidity and
    mortality rates attributable to cold weather. Expansion in the area in which
    certain dangerous disease carriers live, leading to higher risks of epidemics.
- Basic
    services: Reduction in the quantity (drought) and quality (heavy rain) of
    water resources. Sparser resources for hydro-electric generation, reduced
    reliability of electricity supplies (networks under greater strain) in view
    of stronger demand for cooling services.
- Other:
    change in tourist destinations, higher risks for all coastal infrastructure,
    etc.

These
  changes already affect and are likely to impact a large number of insurance
  sectors (property, agricultural, business interruption, civil liability, marine
  and aviation, life, health, etc.). The insurance sector thus faces major challenges
  in the coming years in the form of potential increase in property and casualty
  claims, the emergence of new liability claims and growing uncertainties about
  the size of maximum possible losses, which have become harder

/198



to
  assess and to predict on the basis of past events. Furthermore, certain key
  economic sectors, which work together with the insurance sector, are set to
  undergo radical changes owing notably to the future constraints related to greenhouse
  gas emissions laid down in the Kyoto protocol.

Gradual
  premium rate adjustments to reflect these risk factors will be required, but
  are not likely to be sufficient on their own. Significant opportunities exist
  for the development of climate-related derivative products for sectors, such
  as agriculture, tourism and construction. Furthermore, the increasingly substantial
  damage caused by meteorological events is likely to increase the use of tools
  such as catastrophe bonds to transfer some of these sophisticated types of risk
  to the capital markets.

By
  seeking to develop these solutions and actively contributing to the overall
  debate about these issues, AXA, along with other major market players, intends
  to promote a better understanding and a better forecasting of the risks resulting
  from global warming.

SHORT-/MEDIUM-TERM
  OUTLOOK

Underwriting/pricing
  risk is managed on a gross basis primarily by AXAs insurance operations,
  which have a set of actuarial tools for this purpose enabling them to price
  up products and then monitor their profitability over time.

A
  uniform Group-wide framework for quantifying all the risks has been developed
  by the Risk Management department using stochastic modeling tools factoring
  in insurance risks. This framework includes pricing control systems that insurance
  operations use as part of their product development process.

This
  type of analysis underlines the benefits of diversification created by AXAs
  various businesses and regional operations.

LIFE
  AND SAVINGS OPERATIONS

The
  mortality/longevity are the main risks covered by Life and Savings contracts
  mainly for annuity products or contracts including an annuity option.

The
  tools that have been described above allow multi-country studies to be carried
  out into the mortality/longevity risks to anticipate any future development
  and to ensure that these risks are correctly priced and reflected in insurance
  reserves.

Lastly,
  the Risk Management teams review the main assumptions used by the life insurance
  operations to calculate their insurance reserves. The review includes a comparison
  of the assumptions used with the actual figures for both mortality/longevity
  and return on invested assets.

PROPERTY
  & CASUALTY OPERATIONS

In
  addition to the pricing risk (gross of reinsurance), a specific focus is made
  for Property & Casualty to ensure that the level of reserves is adequate.

Claims
  have to be provided for as soon as they have been incurred or when reported.
  Additional reserves for claims incurred but not reported (IBNR) should be booked.
  They are estimated by the operational entities using several actuarial methods.

In
  addition to the reviews performed at entity level or, eventually, by the supervisory
  authorities, these claim reserves, and more specifically the IBNR, are reviewed
  at Group level by the Risk Management. These analyses do not provide an absolute
  assurance that the reserves are adequate, however they help to enhance the reliability
  of the estimations based on the information available.

/199



REINSURANCE
  POLICY

The
  establishment of reinsurance programs is a major and sensitive element in the
  course of insurance activities. For Property & Casualty operations, the
  reinsurance programs is set up as follows:

Reinsurance
  placement is handled centrally for AXAs main Property & Casualty portfolios
  through AXA Cessions, an AXA subsidiary. Prior to ceding risks, in-depth actuarial
  analyses and modeling are conducted on each portfolio by AXA Cessions to optimize
  the quality and cost of reinsurance cover. These analyses are performed in collaboration
  with the Group operational entities. They measure the risks related to frequency
  as well as to specific types of natural catastrophe (storms, flooding, earthquakes),
  and provide guidance for determining the most appropriate reinsurance cover
  (retention levels and scope of cover) for each portfolio and for each type of
  risk in light of objectives and capital allocation constraints.

In
  view of these analyses, the operational entities of the Group set up their reinsurance
  cover with AXA Cessions in line with the identified needs. AXA Cessions is then
  in charge of the direct placement of the reinsurance cover of a certain number
  of risks. It also set up an internal 'pool' for the risks that are not directly
  ceded. This pool mainly deals with Property & Casualty and natural catastrophe
  risks, and enables the Group to diversify its risks by mutualising the risks
  borne by its various operational entities. This pool is then reinsured (retention
  levels and scope of cover), to allow for a more efficient and less costly cover.

In
  addition to the analyses performed above, AXA closely and regularly monitored
  its exposition to its main reinsurers, as described in the paragraph relating
  to the credit risk management.

Operational
  Risk

Guided
  by the principles set forth by the Basel Committee on banking supervision, AXA
  defines operational risk as direct or indirect loss resulting from inadequate
  or failed internal processes, people and systems, or from external events.

Responsibility
  for managing the day-to-day operational risks lies mainly with subsidiaries,
  which are best positioned to take the appropriate measures to reduce the risks
  facing their organizations.

AXA
  has classified its operational risks as follows:

- Business
    interruption due to an external (disaster, etc.) or internal event,
- Fraud,
- Legal
    and regulatory,
- Human
    resources (people),
- IT,
- Risks
    specifically related to the outsourcing of certain activities to external
    suppliers,
- Organization
    and process.

/200



Using
  the typology provided above, AXA subsidiaries perform annual operating risk
  audits to identify and evaluate the level of risk to which they are exposed.
  AXAs Group Management Audit Department is responsible for centralizing
  key audit findings.

On
  this basis, AXA develops quantification methods to estimate the capital allocation
  needed to cover operating risks based on models inspired by those proposed by
  the Basel Committee for banking supervision. These efforts are due to be continued
  during 2004.

Concurrently,
  a review and assessment of the main insurance processes (pricing, underwriting,
  claims management, etc.) applied by insurance operations have been implemented
  to conduct a comparative assessment of their practices (scoring). The review
  and assessment include product development and pricing, underwriting, claims
  management, calculation of reserves, etc.

Based
  on the scores obtained, AXA defines minimum requirements. All subsidiaries are
  then expected to comply with these requirements by undertaking any remedial
  actions that may be necessary.

MONEY
  LAUNDERING

AXA
  has maintained anti-money laundering (AML) policies for many years. These policies
  are designed to prevent all forms of money laundering which, broadly speaking,
  means preventing proceeds from illicit activities (e.g. trade in drugs, organized
  crime, child labor, etc.) from being recycled back into the legitimate economy.
  Following the events of September 11, 2001, the need to prevent financing of
  terrorism has also become a clear focus linked with efforts to prevent money
  laundering.

AXAs
  AML policy establishes guidelines and procedures that apply to all AXA Group
  companies. All AXA subsidiaries must appoint an AML manager, whose role is to
  identify risks and implement procedures designed to prevent and detect all forms
  of potential money laundering in the managers company. The AXA Group Audit
  Department is responsible for transversal coordination of the Groups AML
  policy and its principal role in this respect is to direct, advise and assist
  local AML managers in order to help them implement Group standards which are
  properly adapted to the nature or their business and their local environment.
  Group Audit also helps to insure that proper local management resources are
  dedicated to this effort.

LEGAL
  RISKS

SPECIFIC
  REGULATIONS

AXA,
  due to its principal activity of acquiring and managing equity interests in
  insurance companies, is considered to be an insurance group (société
  de groupe dassurance) by virtue of Article L.322-1-2 of the French
  Insurance Code (the 'Code des assurances'). Consequently, it is subject to supervision
  by the French Insurance Commission (the Commission française de
  Contrôle des Assurances des Mutuelles et des institutions de prévoyance
  -CCAMIP), which ensures compliance with the relevant legal and regulatory
  provisions of the French insurance code.

AXA
  is also subject to regulations pertaining to the additional supervision of insurance
  groups. As such, the Group computes an adjusted solvency margin calculations
  based on consolidated financial statements, which must be submitted annually
  to the Commission française de Contrôle des Assurances.

/201



RISK
  RELATED TO THE US STOCK MARKET LISTING

AXA
  is listed on the Paris Bourse and, since August 1996, on the New York Stock
  Exchange (NYSE). Because AXA, as all other non-US issuers, is listed
  on two different exchanges, it is subject to two sets of securities law, accounting
  and corporate governance rules, which may differ in certain respects. AXA prepares
  its consolidated financial statements in accordance with accounting principles
  generally accepted in France (which we refer to in this report as French GAAP),
  and then reconciles this information with accounting principles generally accepted
  in the United States (US GAAP). The use of these two sets of accounting principles
  may result in significant differences. In addition, the non-US issuers listed
  on the NYSE (like US issuers) are subject to the Sarbanes Oxley Act, which was
  adopted in the US in July 2002. In particular, the Sarbanes Oxley Act requires
  that both the CEO and the CFO certify AXAs consolidated financial statements,
  and contains requirements concerning corporate governance. Specialist teams
  at AXA ensure that the Group is compliant with these regulations through specific
  and targeted analyses and reports.

LITIGATION

AXA
  and its subsidiaries are involved in a number of lawsuits and regulation investigations.
  For additional informations, see note 27 Litigation in Item 18 of
  this annual report and - Additional factors which may affect AXAs
  Business in Item 4 of this report.

SOCIAL
  AND ENVIRONMENTAL RISKS

With
  respect to its employment practices, AXAs key challenge is to retain employees
  and position itself as an employer that is able to attract top talent.

Environmental
  risks are limited because AXAs core business activities are globally non-polluting.
  This said, AXAs environmental initiatives are described in the Sustainable
  development section of this document.

PERSONAL
  AND PROPERTY INSURANCE

AXAS
  GENERAL POLICY CONCERNING THE INSURANCE OF TRANSFERABLE RISKS

This
  policy is underpinned by two objectives inspired by the decentralized manner
  in which AXAs insurance operations and management services units are managed.

Subsidiaries
  are responsible for identifying and obtaining insurance coverage with respect
  to their transferable risks (relating to property, equipment and personnel).
  A Group Company can insure Property & Casualty risks, which are mainly related
  to domestic risks. A number of entities chose to be insured by an insurer outside
  the Group.

For
  example, facilities located in France benefit from extensive coverage, regardless
  of their actual use or ownership status. IT risks are covered under comprehensive
  policies that include machine breakdown as well as the provision of gross replacement
  and other costs required to restore normal operation.

To
  avoid possible conflict of interest, all liability risks are covered by policies
  written by insurers other than AXA.

For
  risks that concern all AXA subsidiaries, Group-wide programs have been set up
  to provide protection against high magnitude risks that are common to various
  insurance operations.

/202



GROUP-WIDE PROGRAMS

- Professional Liability.This
    program was initiated in 1999 and extends to all AXA subsidiaries, with the
    exception of AXA Financial and AXA Asia Pacific Holdings, which already had
    adequate coverage adapted to the specific features of these particularly sensitive
    markets.
- The
    Fraud program covers all of AXAs subsidiaries, with the exception of
    the two mentioned in the preceding paragraph.
- Directors & Officers Liability.AXA carries a D&O liability policy that combines coverage suited to countries whose legal system is based on common law and those whose legal system is based on civil or codified law which offers protection against legislation and regulations in force in the various countries in which AXA operates.

Item
  12: Description of Securities other than Equity Securities

Not applicable.

/203



PART
  II

Item
  13: Defaults, Dividend Arrearages and Delinquencies

Not applicable.

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

Not applicable.

Item
  15: Disclosure Controls and Procedures

As of December 31, 2003 (the Evaluation Date) the Company conducted an evaluation , pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Companys chief executive officer and chief financial officer concluded that as of the Evaluation Date such disclosure controls and procedures were reasonably designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the SEC), subject to the following:

As
  reported in the Companys Form 20-F for the year ended December 31, 2002,
  in June, 2003, following discussions with the Staff of the SECs Division
  of Corporation Finance (the SEC Staff), AXA corrected how it determines,
  under U.S. GAAP, when a decline in value of an investment security should be
  considered to be other than temporary and a realized loss recognized. This change
  in impairment policy resulted in AXA restating its 2001 U.S. GAAP net income.
  During the course of these discussions with the SEC Staff, AXA experienced certain
  difficulties in gathering information on a U.S. GAAP basis in a timely fashion
  regarding its impaired securities and the Company believed that its processes
  relating to these matters were not effective. In June 2003, AXAs auditors,
  PricewaterhouseCoopers (PwC), reported to AXAs Audit Committee
  and management that PwC considered these difficulties to be a material weakness
  in internal controls in preparing information on a U.S. GAAP basis for the year
  ended December 31, 2002 and that this weakness required the Company to perform
  a large amount of additional manual work to ensure the accuracy of its U.S.
  GAAP information for the year ended December 31, 2002. PwC provided an unqualified
  opinion on AXAs consolidated financial statements for the year ended December
  31, 2002.

/204



In order to address this weakness and to improve the U.S. GAAP financial reporting processes generally, management implemented a comprehensive U.S. GAAP action plan in 2003. This action plan is designed to ensure that the relevant U.S. GAAP information, including information with respect to impairment of investment securities, is more readily available and generally to improve the Companys U.S. GAAP reporting processes. During 2003, the Company implemented procedures that have improved the process of gathering of information on a U.S. GAAP basis. The Companys U.S. GAAP action plan is continuing.

Based on its evaluation of the Companys disclosure controls and procedures at the Evaluation Date and on discussions with PwC, management believes that continued improvements are required in certain U.S. GAAP processes where deficiencies have been identified. In June, 2004, PwC reported to AXAs Audit Committee and management that it had identified the following two reportable conditions: (1) in the course of its audit for the year ended December 31, 2003, PwC identified instances of inadequate procedures for appropriately assessing and applying certain SEC disclosures and requirements, and (2) in PwCs view, the Company and certain of its subsidiaries have insufficient personnel in the corporate accounting department with sufficient knowledge and experience of U.S. GAAP accounting principles and SEC requirements.

PwC reported to AXAs Audit Committee and management that it considered these two reportable conditions, in the aggregate, to constitute a material weakness in the Companys internal controls in preparing information on a U.S. GAAP basis. PwC provided an unqualified opinion on AXAs consolidated financial statements for the year ended December 31, 2003 which is included in Item 18 of this annual report.

The Company plans to address these two conditions as part of its continuing U.S. GAAP action plan.

For information on a deficiency reported by our subsidiary AXA Financial, please see their Form 10-Q for the quarter ended June 30, 2003.

Subject to the foregoing, since the Evaluation Date, there have been no significant changes in the Companys internal controls or in other factors that could significantly affect internal controls.



/205



Item
  16

Audit
  Committee Financial Expert

AXAs Supervisory Board has created an Audit Committee which operates in accordance with an Audit Committee Charter that defines the Committees responsibilities. AXAs Supervisory Board has reviewed the qualifications of all Audit Committee members and believes, based on their considerable business and financial experience, that all members of the Committee are financially literate, have the requisite experience and qualifications to fulfill their duties as Audit Committee members and would come within the definition of financial expert as set forth in the instructions to Item 16A. For additional information concerning the Audit Committee including the scope of its responsibilities, its composition and the business experience and qualifications of its members, please see Item 6 of this Annual Report.

Code
  of Ethics

In February 2004, AXAs Supervisory Board adopted the AXA Group Compliance Guide which includes, among other policies, a Code of Ethics that applies to directors, officers and employees of AXA Group companies worldwide, including AXAs principal executive, financial and accounting officers. Since its adoption, no amendments have been made to and no waivers have been granted in respect of the Code of Ethics. The Group Compliance Guide is posted on AXAs website www.axa.com/groupeaxa/partenaires/entrepriseresp/va/docs/GroupCompliancePolicy.pdf

Principal
  Accountant Fees and Services

FEES AND SERVICES

PricewaterhouseCoopers (PwC) has served as AXAs independent public accountant for each of the fiscal years in the three-year period ended December 31, 2003 with respect to the audited financial statements that appear in this annual report, including the reconciliation from French GAAP to US GAAP.

The following table presents the aggregate fees for audit and permitted non-audit services rendered by PwC to AXA and its [consolidated] subsidiaries in 2003 and 2002:

|                                  |      |  |      | 
|--------------------------------- | ---- |  | ---- | 
|                                  | 2003 |  | 2002 | 
|(in euro millions)                |      |  |      | 
|                                  |      |  |      | 
|Audit fees                        | 19.9 |  | 19.9 | 
|Audit related fees                | 4.8  |  | 3.2  | 
|Tax fees                          | 3.1  |  | 3.8  | 
|Other fees for non-audit services | 0.4  |  | 5.6  | 
|                                  |      |  |      | 
|Total                             | 28.2 |  | 38.5 | 
|                                  |      |  |      | 

In addition to the foregoing fees, PwC has received fees related to the audit of affiliated mutual funds which amounted to approximately6.9 million for the year ended December 31, 2003 and5.9 million for the year ended December 31, 2002.

/206



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

Audit related feesconsist of fees billed by PwC for services that are related to the performance of the audit or review of the consolidated financial statements of AXA and its subsidiaries. Audit related services include due diligence services in connection with potential business acquisitions or disposals, accounting consultations related to accounting standards, financial reporting or disclosure matters not classified as audit services, including assistance with understanding and implementing new accounting and financial reporting guidelines, audits of employee benefit plans, specific agreed upon procedures required from time to time in order to respond to requests or questions from regulatory authorities or to comply with financial reporting or other regulatory requirements and assistance with internal control reporting arrangements.

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

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

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible, to the extent permitted by French law, for the appointment, compensation, retention and oversight of AXAs independent auditors. As part of this responsibility, the Audit Committee pre-approves all permitted audit and non-audit services performed by the independent auditor, in order to assure that these services do not impair the auditors independence or judgement.

AXAs Audit Committee has adopted a policy requiring pre-approval of all audit and permitted non-audit services provided by the independent auditor. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent auditors independence is not impaired; describes the audit, audit related, tax and other non-audit services that may and may not be provided; and sets forth the pre-approval requirements for all permitted services. The policy provides for general pre-approval of certain specified permitted services up to200,000 per engagement and requires specific pre-approval for engagements exceeding that amount and for all other permitted services. The Audit Committee has also delegated to its Chairman the authority to address requests for pre-approval of certain specified permitted services with fees up to a maximum of1,000,000 between Audit Committee meetings. With respect to PwC, the policy provides that AXA Group companies may engage PwC only for audit services, certain types of audit related services, and certain tax services.

/207



PART
  III

Item
  17: Financial Statements

Not applicable.

Item
  18: Financial Statements

The consolidated financial statements appear on pages F-1 to F-126 and include:

|                                                                                                           |  | Page  | 
|---------------------------------------------------------------------------------------------------------- |  | ----- | 
|Report of Independent Auditors                                                                             |  | F-1   | 
|Consolidated Financial Statements:                                                                         |  |       | 
|Consolidated Balance Sheets as at December 31, 2003, 2002
      and 2001                                   |  | F-2   | 
|Consolidated Statements of Income for the years ended December
      31, 2003, 2002 and 2001               |  | F-4   | 
|Consolidated Statements of Shareholders Equity for the
      years ended December 31, 2003, 2002 and 2001 |  | F-5   | 
|Consolidated Statements of Cash Flows for the years ended
      December 31, 2003, 2002 and 2001           |  | F-6   | 
|Notes to the Consolidated Financial Statements                                                             |  | F-7   | 
|1. Financial Statement Presentation                                                                        |  | F-7   | 
|2. Significant Accounting Policies                                                                         |  | F-7   | 
|3. Principal Subsidiaries and Companies accounted for under
      the Equity Method                        |  | F-22  | 
|4. Business Combinations                                                                                   |  | F-28  | 
|5. Value of Purchased Life Business in Force (VBI)                                                         |  | F-30  | 
|6. Investments                                                                                             |  | F-31  | 
|7. Separate Account (Unit-Linked) Assets                                                                   |  | F-40  | 
|8. Investments in Affiliated Companies (Equity Method)                                                     |  | F-40  | 
|9. Receivables and Payables from Insurance and Reinsurance
      Activities                                |  | F-42  | 
|10. Cash and Cash Equivalents                                                                              |  | F-42  | 
|11. Deferred Acquisition Costs                                                                             |  | F-43  | 
|12. Shareholders Equity                                                                                   |  | F-44  | 
|13. Minority Interests                                                                                     |  | F-45  | 
|14. Mezzanine Capital                                                                                      |  | F-46  | 
|15. Insurance Liabilities                                                                                  |  | F-47  | 
|16. Provisions for Risks and Charges                                                                       |  | F-50  | 
|17. Employee Benefit Plans                                                                                 |  | F-51  | 
|18. Non-subordinated Debt Instruments Issued                                                               |  | F-56  | 
|19. Amounts Owed to Credit Institutions                                                                    |  | F-58  | 
|20. Net Investment Result                                                                                  |  | F-59  | 
|21. Reinsurance                                                                                            |  | F-62  | 
|22. Operating Charges                                                                                      |  | F-64  | 
|23. Income Taxes                                                                                           |  | F-66  | 
|24. Net Income per Ordinary Share                                                                          |  | F-69  | 
|25. Financial Instruments                                                                                  |  | F-70  | 
|26. Off Balance Sheet Commitments                                                                          |  | F-73  | 
|27. Special Purposes Vehicles                                                                              |  | F-76  | 
|28. Litigation                                                                                             |  | F-77  | 
|29. Related Party Transactions                                                                             |  | F-82  | 
|30. Dividend Restrictions and Minimum Capital Requirements                                                 |  | F-87  | 
|31. Share Options                                                                                          |  | F-89  | 
|32. Segment Information                                                                                    |  | F-93  | 
|33. Summary of Material Differences between French GAAP and
      U.S. GAAP                                |  | F-98  | 
|34.
      Additional U.S. GAAP Disclosures                                                                 |  | F-112 | 
|35.
      Events Subsequent to December 31, 2003                                                           |  | F-124 | 
|The
      Consolidated Financial Statements also include:                                                  |  |       | 
|Financial
      Statement Schedule:                                                                        |  |       | 
|Parent
      Company Condensed Financial Statements                                                        |  | S-1   | 

/208



Report
  of Independent Auditors

TO
  THE SHAREHOLDERS OF AXA:

We have audited the accompanying consolidated balance sheets of AXA (the Company) and its subsidiaries as at December 31, 2003, 2002 and 2001 the related consolidated statements of income, of shareholders equity, and of cash flows for each of the three years in the period ended December 31, 2003, all expressed in Euro. In addition, we have audited the financial statement schedule listed in the accompanying index.  These consolidated financial statements and the financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries at December 31, 2003, 2002 and 2001 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in France. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

As discussed in note 2 and note 33 to the consolidated financial statements, the Company changed its method of accounting for and presenting certain items, as discussed therein.

Accounting principles generally accepted in France vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in note 33 and note 34 to the consolidated financial statements.

Paris,
  France 
  February 26, 2004

PricewaterhouseCoopers
  Audit 
               Catherine
  Pariset

/F-1



|                            |                                                                        |         |                 |         |         |         |        
|--------------------------- | ---------------------------------------------------------------------- | ------- | --------------- | ------- | ------- | ------- | -------
|AXA                         |                                                                       
|Consolidated Balance Sheets |                                                                       
|                            |                                                                        |         |                 |         |         |         |        
|                            |                                                                        |         | At December 31, |        
|Notes                       | (in euro millions)                                                     |         | 2003            |         | 2002    |         | 2001   
|                            |                                                                        |         |                 |         |         |         |        
|4                           | Goodwill                                                               |         | 12,874          |         | 14,407  |         | 15,879 
|                            |                                                                        |         |                 |         |         |         |        
|5                           | Value of purchased life business
      inforce                         | 2,814   |                 | 3,224   |         | 3,739   |        
|                            | Other intangible assets                                                | 556     |                 | 701     |         | 396     |        
|                            | Total other intangible assets                                          |         | 3,370           |         | 3,925   |         | 4,135  
|                            |                                                                        |         |                 |         |         |         |        
|                            | Real estate                                                            | 11,727  |                 | 12,714  |         | 13,409  |        
|                            | Investments in participating interests                                 | 2,797   |                 | 3,784   |         | 3,828   |        
|                            | Fixed maturities                                                       | 147,811 |                 | 147,750 |         | 143,527 |        
|                            | Equity investments                                                     | 61,823  |                 | 57,303  |         | 64,537  |        
|                            | Mortgage, policy and other loans                                       | 17,009  |                 | 18,265  |         | 22,907  |        
|6                           | Total investments from insurance
      activities                      | 241,167 |                 | 239,816 |         | 248,208 |        
|                            |                                                                        |         |                 |         |         |         |        
|7                           | Separate account (unit-linked)
      assets                            | 101,002 |                 | 90,458  |         | 115,723 |        
|                            |                                                                        |         |                 |         |         |         |        
|6                           | Total investments from non-insurance
      activities                  | 8,100   |                 | 9,024   |         | 10,355  |        
|                            |                                                                        |         |                 |         |         |         |        
|8                           | Investment in affiliated companies
      (equity method)               | 1,254   |                 | 2,093   |         | 1,570   |        
|                            |                                                                        |         |                 |         |         |         |        
|                            | Reinsurers share of insurance
      liabilities                       | 8,470   |                 | 9,910   |         | 11,591  |        
|                            | Reinsurers share of separate
      accounts (unit-linked) liabilities | 19      |                 | 20      |         | 28      |        
|15                          | Reinsurers share of insurance
      liabilities                       | 8,489   |                 | 9,930   |         | 11,619  |        
|                            |                                                                        |         |                 |         |         |         |        
|9                           | Receivables from insurance
      and reinsurance activities            | 11,680  |                 | 14,003  |         | 15,571  |        
|                            |                                                                        |         |                 |         |         |         |        
|                            | Receivables (bank customers)                                           | 8,817   |                 | 7,889   |         | 7,130   |        
|                            | Receivables (other)                                                    | 3,973   |                 | 3,477   |         | 4,303   |        
|                            | Receivables from non-insurance
      activities                        | 12,790  |                 | 11,367  |         | 11,433  |        
|                            |                                                                        |         |                 |         |         |         |        
|10                          | Cash and cash equivalents                                              |         | 19,428          |         | 17,592  |         | 17,646 
|                            |                                                                        |         |                 |         |         |         |        
|                            | Tangible assets                                                        |         | 1,243           |         | 1,239   |         | 1,944  
|                            | Other tangible assets                                                  |         | 7,680           |         | 7,241   |         | 7,493  
|                            | Other assets                                                           |         | 8,922           |         | 8,480   |         | 9,437  
|                            |                                                                        |         |                 |         |         |         |        
|11                          | Deferred acquisition costs                                             |         | 10,993          |         | 10,965  |         | 10,917 
|                            | Other prepayments and deferred
      charges                           | 9,163   |                 | 12,599  |         | 13,106  |        
|                            | Prepayments and accrued income                                         | 20,156  |                 | 23,563  |         | 24,023  |        
|                            |                                                                        |         |                 |         |         |         |        
|                            | TOTAL ASSETS                                                           |         | 449,233         |         | 444,657 |         | 485,599
|                            |                                                                        |         |                 |         |         |         |        

The accompanying notes are an integral part of these consolidated financial statements.

/F-2



|      |                                                                        |                 |  |        
|----- | ---------------------------------------------------------------------- | --------------- |  | -------
|      | AXA                                                                    |                
|      | Consolidated Balance Sheets
      (continued)                          |                
|      |                                                                        |                 |  |        
|      |                                                                        | At December 31, | 
|Notes | (in euro millions)                                                     | 2003            |  | 2002   
|      |                                                                        |                 |  |        
|      | Ordinary shares of 2.29 nominal value
      per share                 | 4,072           |  | 4,035  
|      | 1,895 million authorized shares and 1,778
      million issued         |                 |  |        
|      | and outstanding shares at December 31,
      2003                      |                 |  |        
|      | (2002: 1,870 million authorized shares
      and 1,762 million         |                 |  |        
|      | issued and outstanding shares).                                        |                 |  |        
|      | Capital in excess of nominal value                                     | 13,984          |  | 13,824 
|      | Retained earnings and reserves brought forward                         | 4,340           |  | 4,902  
|      | Net income for the financial year                                      | 1,005           |  | 949    
|12    | Shareholders equity                                                   | 23,401          |  | 23,711 
|      |                                                                        |                 |  |        
|      | Minority interests share in:                                           |                 |  |        
|      | Retained earnings and reserves brought forward                         | 2,226           |  | 2,444  
|      | Net income for the financial year                                      | 243             |  | 368    
|13    | Minority interests                                                     | 2,469           |  | 2,812  
|      |                                                                        |                 |  |        
|      | Total minority interests and shareholders
      equity                | 25,870          |  | 26,523 
|      |                                                                        |                 |  |        
|14    | Subordinated debt                                                      | 8,453           |  | 8,300  
|      |                                                                        |                 |  |        
|15    | Insurance liabilities, gross of reinsurance                            | 259,532         |  | 263,172
|      |                                                                        |                 |  |        
|15    | Separate account (unit-linked) liabilities,
      gross of reinsurance | 101,069         |  | 90,011 
|      |                                                                        |                 |  |        
|16    | Provisions for risks and charges                                       | 6,918           |  | 9,775  
|      |                                                                        |                 |  |        
|9     | Payables arising from insurance and reinsurance
      activities       | 8,312           |  | 8,299  
|      |                                                                        |                 |  |        
|      | Payables (bank customers)                                              | 11,563          |  | 10,656 
|      | Payables (other)                                                       | 15,727          |  | 15,656 
|      | Payables arising from non-insurance activities                         | 27,290          |  | 26,313 
|      |                                                                        |                 |  |        
|18    | Non-subordinated debt instruments issued                               | 5,156           |  | 4,682  
|      |                                                                        |                 |  |        
|19    | Amounts owed to credit institutions                                    | 3,851           |  | 5,018  
|      |                                                                        |                 |  |        
|      | Accrued expenses                                                       | 2,784           |  | 2,564  
|      |                                                                        |                 |  |        
|      | TOTAL LIABILITIES, MINORITY INTERESTS                                  |                 |  |        
|      | AND SHAREHOLDERS EQUITY                                               | 449,233         |  | 444,657
|      |                                                                        |                 |  |        

/F-3



|      |                               |                 |  |        |  |        | 
|----- | ----------------------------- | --------------- |  | ------ |  | ------ | 
|      | AXA                           |                
|      | Off Balance Sheet Commitments |                
|      |                               |                 |  |        |  |        | 
|      |                               | At December 31, | 
|Notes | (in euro millions)            | 2003            |  | 2002   |  | 2001   | 
|      |                               |                 |  |        |  |        | 
|26    | Other commitments received    |                 |  |        |  |       
|      |  Insurance activities        | 4,684           |  | 4,773  |  | 3,450  | 
|      |  Banking activities          | 10,121          |  | 7,873  |  | 7,176  | 
|      |  Other activities            | 6,298           |  | 5,693  |  | 4,640  | 
|      | Total                         | 21,103          |  | 18,338 |  | 15,267 | 
|      |                               |                 |  |        |  |        | 
|26    | Other commitments given       |                 |  |        |  |        | 
|      |  Insurance activities        | 6,563           |  | 4,643  |  | 3,471  | 
|      |  Banking activities          | 8,419           |  | 9,848  |  | 9,837  | 
|      |  Other activities            | 2,741           |  | 1,635  |  | 2,269  | 
|      | Total                         | 17,723          |  | 16,126 |  | 15,577 | 
|      |                               |                 |  |        |  |        | 

The accompanying notes are an integral part of these consolidated financial statements.

|                                        |                                                       |  |                          |  |         
|--------------------------------------- | ----------------------------------------------------- |  | ------------------------ |  | --------
|AXA                                     |                                                      
|Consolidated Statements of
      Income |                                                      
|                                        |                                                       |  |                          |  |         
|                                        |                                                       |  | Years ended December 31, | 
|Notes                                   | (in euro millions, except per ordinary share amounts) |  | 2003                     |  | 2002    
|                                        |                                                       |  |                          |  |         
|                                        | Revenues                                              |  |                          |  |         
|                                        | Gross written premiums                                |  | 67,306                   |  | 69,723  
|                                        | Revenues from banking activities                      |  | 820                      |  | 1,012   
|                                        | Other revenues                                        |  | 3,503                    |  | 3,992   
|                                        |                                                       |  |                          |  |         
|31                                      | Gross Premiums and Financial Services
      Revenues  |  | 71,628                   |  | 74,727  
|                                        |                                                       |  |                          |  |         
|                                        | Change in unearned premium reserves                   |  | 320                      |  | (382)   
|20                                      | Net investment result                                 |  | 26,935                   |  | (8,713) 
|                                        |                                                       |  |                          |  |         
|                                        | Total Revenues                                        |  | 98,883                   |  | 65,632  
|                                        |                                                       |  |                          |  |         
|                                        | Insurance benefits and claims                         |  | (81,317)                 |  | (47,922)
|21                                      | Reinsurance ceded, net                                |  | (1,113)                  |  | (523)   
|22                                      | Insurance acquisition expenses                        |  | (5,798)                  |  | (5,891) 
|                                        | Bank operating expenses                               |  | (502)                    |  | (600)   
|22                                      | Administrative expenses                               |  | (7,567)                  |  | (8,098) 
|                                        |                                                       |  |                          |  |         
|                                        | Total benefits, claims and other deductions           |  | (96,296)                 |  | (63,034)
|                                        |                                                       |  |                          |  |         
|                                        | Income before income tax expense                      |  | 2,587                    |  | 2,597   
|23                                      | Income tax expense                                    |  | (536)                    |  | (426)   
|8                                       | Equity in income from affiliated entities             |  | 41                       |  | 23      
|4                                       | Goodwill amortization, net                            |  | (844)                    |  | (877)   
|13                                      | Minority interests                                    |  | (243)                    |  | (368)   
|                                        |                                                       |  |                          |  |         
|                                        | Net Income                                            |  | 1,005                    |  | 949     
|                                        |                                                       |  |                          |  |         
|24                                      | Net Income per Ordinary Share:                        |  |                          |  |         
|                                        | Basic                                                 |  | 0.57                     |  | 0.55    
|28                                      | Diluted                                               |  | 0.56                     |  | 0.55    
|                                        |                                                       |  |                          |  |         

In 2003, the foreign
  exchange impact on net income amounted to79
  million (2002:79
  million, 2001:  +19
  million).

The accompanying notes are an integral part of these consolidated financial statements.

/F-4



|                                                     |                 |  |         |  |           
|---------------------------------------------------- | --------------- |  | ------- |  | ----------
|AXA                                                  |                
|Consolidated Statements of Shareholders Equity     
|                                                     |                 |  |         |  |           
|                                                     | Ordinary shares |  | Capital |  | Retained  
|                                                     |                 |  |         |  | in excess 
|                                                     | Number          |  | Nominal |  | of nominal
|(in euro millions, except number
      of shares)    | in millions     |  | value   |  | value     
|                                                     |                 |  |         |  |           
|Balance at December
      31, 2000                   | 1,664.9         |  | 3,809   |  | 12,380    
| Impact of
      New French GAAP restatements       |                |  |        |  |          
| Impact of
      change in methodology              |                 |  |         |  |           
|(AXA Equity &
      Law Inherited Estate)            |                |  |        |  |          
| Conversion
      of 4.5% mandatorily               |                 |  |         |  |           
|convertible bonds
      at maturity                  | 28.7            |  | 66      |  | 254       
| Squeeze out
      merger in the buyout of minority |                 |  |         |  |           
|interests in AXA
      Financial, Inc.               | 19.7            |  | 45      |  | 692       
| Employee
      stock purchase program              |                 |  |         |  |           
|(July and December
      2001)                       | 18.3            |  | 42      |  | 279       
| Exercise
      of share options                    | 2.6             |  | 9       |  | 22        
| Cash dividend                                      |                |  |        |  |          
| Impact of
      foreign currency fluctuations      |                |  |        |  |          
| Other                                              |                |  |        |  |          
| Net income                                         |                |  |        |  |          
|Balance at December
      31, 2001                   | 1,734.2         |  | 3,971   |  | 13,627    
|                                                     |                 |  |         |  |           
| Employee
      stock purchase program              |                 |  |         |  |           
|(July and December
      2002)                       | 27.2            |  | 62      |  | 192       
| Exercise
      of share options                    | 0.8             |  | 2       |  | 6         
| Cash dividends                                     |                |  |        |  |          
| Impact of
      foreign currency fluctuations      |                |  |        |  |          
| Other                                              |                |  |        |  |          
| Net Income                                         |                |  |        |  |          
|Balance at December
      31, 2002                   | 1,762.2         |  | 4,035   |  | 13,824    
|                                                     |                 |  |         |  |           
| Employee
      stock purchase program              |                 |  |         |  |           
|(July and December
      2003)                       | 15.1            |  | 35      |  | 154       
| Exercise
      of share options                    | 0.8             |  | 2       |  | 6         
| Cash dividends
      (a)                           |                |  |        |  |          
| Impact of
      foreign currency fluctuations      |                |  |        |  |          
| Other (b)                                          |                |  |        |  |          
| Net Income                                         |                |  |        |  |          
|Balance at December
      31, 2003                   | 1,778.1         |  | 4,072   |  | 13,984    
|                                                     |                 |  |         |  |           

|(a) | Includes the cash dividend paid of599
      million and the related supplemental tax charge of81
      million (2002:971 million and146
      million respectively).                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Including181 million in counterpart
      of an exceptional amortization of a goodwill which was offset against shareholders
      equity in 1997 at the time of purchase of Germany operations by the Group.
      This exceptional amortization of goodwill has been posted following the
      release of a provision set-up at the time of acquisition, this release was
      due to the disposal, during 2003, of KölnischeRückversicherung
      JV to General Ré.

For further information on the movements in shareholders equity in the current period see note 12. The accompanying notes are an integral part of these consolidated financial statements.

/F-5



|                                                                    |                          |  |          |  |          | 
|------------------------------------------------------------------- | ------------------------ |  | -------- |  | -------- | 
|AXA                                                                 |                         
|Consolidated
      Statements of Cash Flows                         |                         
|                                                                    |                          |  |          |  |          | 
|                                                                    | Years ended December 31, | 
|(in euro millions)                                                  | 2003                     |  | 2002     |  | 2001     | 
|                                                                    |                          |  |          |  |          | 
|Net income                                                          | 1,005                    |  | 949      |  | 520      | 
|Adjustments to reconcile net income to net
      cash provided      |                          |  |          |  |          | 
|by operating activities:                                            |                          |  |          |  |          | 
|Net investment gains/losses                                         | (1,913)                  |  | 3,343    |  | 1,811    | 
|Minority interests                                                  | 243                      |  | 368      |  | 385      | 
|Depreciation and amortization
      expense                         | 3,117                    |  | 1,621    |  | 2,253    | 
|Change in insurance liabilities                                     | 13,574                   |  | 8,517    |  | 9,011    | 
|Net change in banking
      activities including broker-dealer      |                          |  |          |  |          | 
|receivables & payables                                              | 0                        |  | 1        |  | (187)    | 
|Net change in repurchase
      agreements                           | (80)                     |  | 627      |  | 53       | 
|Other (a)                                                           | (608)                    |  | (1,098)  |  | (1,053)  | 
|                                                                    |                          |  |          |  |          | 
|Net cash provided by operating activities                           | 15,339                   |  | 14,328   |  | 12,795   | 
|                                                                    |                          |  |          |  |          | 
|Cash flows from investing activities (b):                           |                          |  |          |  |          | 
|Maturities and sales:                                               |                          |  |          |  |          | 
|Fixed maturities                                                    | 63,370                   |  | 60,800   |  | 60,491   | 
|Equity investments                                                  | 19,198                   |  | 22,361   |  | 23,003   | 
|Real estate                                                         | 1,174                    |  | 2,217    |  | 3,225    | 
|Loans and other                                                     | 4,081                    |  | 4,964    |  | 5,825    | 
|Purchases:                                                          |                          |  |          |  |          | 
|Fixed maturities                                                    | (68,845)                 |  | (68,633) |  | (71,090) | 
|Equity investments                                                  | (24,596)                 |  | (22,398) |  | (31,421) | 
|Real estate                                                         | (725)                    |  | (1,244)  |  | (1,211)  | 
|Loans and other (c)                                                 | (6,527)                  |  | (8,531)  |  | (8,892)  | 
|Net purchases of property and equipment                             | (230)                    |  | (316)    |  | (724)    | 
|                                                                    |                          |  |          |  |          | 
|Net cash used in investing activities                               | (13,100)                 |  | (10,780) |  | 20,793   | 
|                                                                    |                          |  |          |  |          | 
|Cash flows from financing activities:                               |                          |  |          |  |          | 
|Long term debt and borrowings                                       | 830                      |  | (24)     |  | 1,432    | 
|Subordinated debt and
      mandatorily convertible bonds and notes | 614                      |  | (810)    |  | (1,774)  | 
|Issuance of ordinary shares
      (d)                               | 196                      |  | 262      |  | 301      | 
|Dividends                                                           | (1,006)                  |  | (1,553)  |  | (1,584)  | 
|                                                                    |                          |  |          |  |          | 
|Net cash (used in) provided by financing
      activities(e)        | 634                      |  | (2,126)  |  | (1,625)  | 
|                                                                    |                          |  |          |  |          | 
|Net impact of foreign exchange fluctuations                         | (696)                    |  | (768)    |  | (514)    | 
|Change in cash due to change in scope of
      consolidation        | (280)                    |  | (157)    |  | 91       | 
|                                                                    |                          |  |          |  |          | 
|Net (decrease) increase in cash and cash
      equivalents          | 1,897                    |  | 497      |  | (10,047) | 
|Cash and cash equivalents beginning of year
      (net)             | 16,515                   |  | 16,018   |  | 26,065   | 
|                                                                    |                          |  |          |  |          | 
|Cash and cash equivalents end of year
      (net)(c) (d) (e)        | 18,412                   |  | 16,515   |  | 16,018   | 
|Supplemental cash flow information:                                 |                          |  |          |  |          | 
|continuing and discontinued operations                              |                          |  |          |  |          | 
|Interest paid                                                       | 829                      |  | 894      |  | 913      | 
|Income taxes paid                                                   | 300                      |  | 118      |  | 661      | 
|Supplemental cash flow information: continuing
      operations     |                          |  |          |  |          | 
|Interest paid                                                       | 829                      |  | 894      |  | 913      | 
|Income taxes paid                                                   | 300                      |  | 118      |  | 661      | 
|                                                                    |                          |  |          |  |          | 

|(a) | Includes the net change in other debtors and other creditors,
      including reinsurance deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes the cost of acquisitions and proceeds from sale
      of subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | Includes net movements in Separate Account (unit-linked
      assets) in 2003 for4,763 million (2002:4,918
      million, and 2001:  5,336 million).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | There was no significant non-cash transactions in 2003
      and 2002.In 2001, non-cash transactions included: (i) conversion of the 4.5% mandatorily
      convertible bonds into ordinary shares at maturity in January 2001 of320
      million, (ii) the merger of Lor Finance and Financière 45 (existing
      wholly-owned subsidiaries) with and into AXA (the Company) of2,198
      million, and (iii) ordinary shares exchanged in connection with AXAs
      buyout of minority interests in AXA Financial following the completion of
      the squeeze out merger of AXA Merger Corp. (a wholly-owned subsidiary of
      AXA created to effectuate the transaction) with and into AXA Financial on
      January 2, 2001 of737 million.
|(e) | Represents cash and cash equivalents net of bank overdrafts.
      Cash and cash equivalents are presented in the balance sheet gross of bank
      overdrafts, which are presented separately in liabilities under the balance
      sheet caption Amounts owed to credit institutions. Gross cash
      and cash equivalents at December 31, 2003, 2002 and 2001 totaled19,428
      million,17,592 million, and17,646
      million respectively.                                                                                                                                                                                                                                                                                                 

The accompanying notes are an integral part of these consolidated financial statements.

/F-6



Notes
  to the Consolidated Financial Statements

1.
  Financial Statement Presentation

GENERAL
  PRINCIPLES

AXA, a French société anonyme (the Company and, together with its consolidated subsidiaries, AXA or the Group), is the holding (Parent) Company for an international financial services group focused on financial protection, insurance and asset management. The list of AXAs consolidated entities is provided in note 3.

The consolidated financial statements of AXA have been translated into English from those published in French and include additional disclosures required by the U.S. Securities and Exchange Commission (SEC) primarily included in notes 6, 17, 27, 28, 29, 30, 31, 33 and 34 to the consolidated financial statements.

AXAs consolidated financial statements are prepared as at December 31. Certain entities within AXA have a reporting year-end that does not coincide with December 31, in particular AXA Life Japan and its insurance subsidiaries, which have a September 30 financial year-end. Prior to 2001, AXA Asia Pacific Holdings and its subsidiaries also had a financial year ending September 30, however, the financial year-end was changed to December 31 in 2001. Therefore, AXAs 2001 consolidated financial statements included 15 months of operating results beginning October 1, 2000 for this group of companies.

FOREIGN
  EXCHANGE TRANSLATION

Assets and liabilities of subsidiaries denominated in non-euro currencies, being the functional currency of the local subsidiary, were translated into euro using year-end spot foreign exchange rates. Revenues and expenses transacted in foreign currencies were translated into euro using the average exchange rate for the accounting period. The impact of foreign exchange rates is recorded within consolidated shareholders equity.

CHANGES
  IN PRESENTATION

There were no changes in presentation in 2003 and 2002. In 2001 and as a result of new French Regulations adopted on January 1, 2001, certain reclassifications were made to AXAs consolidated balance sheet and statement of income and 2000 was restated for comparative purposes.

2.
  Significant Accounting Policies

GENERAL
  ACCOUNTING PRINCIPLES

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in France (referred to as French GAAP). French GAAP is based on the:

- French
    Law of January 3, 1985 and its decree of application regarding consolidation;
    and
- Regulations
    issued by the French Accounting Regulations Committee (Comité
    de la Réglementation Comptable or CRC) including the new regulation
    2000-05 that became effective on January 1, 2001 and introduced certain new
    accounting and disclosure principles for preparing and presenting the consolidated
    financial statements of an insurance company.

/F-7



In certain material respects, French GAAP differs from generally accepted accounting principles in the United States of America (U.S. GAAP). A description of the significant differences between French GAAP and U.S. GAAP, a reconciliation of AXAs consolidated net income and shareholders equity to U.S. GAAP and condensed consolidated statements of income and balance sheets for each of the three years ended December 31, 2003 and at December 31, 2002 and 2001 are included in notes 33 and 34.

CHANGES
  IN ACCOUNTING PRINCIPLES UNDER FRENCH GAAP

CHANGES IN ACCOUNTING PRINCIPLES IN 2003

There were no changes in accounting principles adopted in 2003, whose impact was material for the Group.

On December 12, 2002, regulation 02-10 was issued by the French Accounting Regulation Committee Comité de la réglementation Comptable or CRC) in respect of depreciation and impairment of assets. In 2003, this regulation came into force following transitional provisions issued by the Emergency Committee of the French Standard setter (Comité durgence du Conseil National de la Comptabilité or CNC), and modified by CRC regulation 03-07 issued on December 12, 2003. In respect of goodwill, AXA already applies this regulation. The methodology used is described in the following pages under the paragraphValuations of assets - Goodwill.Due to the AXAs activities, the other provisions set out by this regulation had no significant impact on AXAs consolidated financial statements. Also in 2003, the French standard setter (Conseil National de la Comptabilité or CNC) announced the terms for evaluating liabilities relating to pensions and similar benefits in the form of recommendation 2003-R.01 of April 1, 2003. This recommendation did not impact AXAs consolidated financial statements (see sectionValuation of liabilities-Provisions for risks and chargesbelow).

Effective from January 1, 2002, AXA has applied CRC regulation 2000-06 in respect of recognizing liabilities and regulation 2002-09 in respect of derivative instruments accounting for companies governed by the French insurance code. The introduction of these regulations did not impact AXAs consolidated financial statements.

CHANGES IN ACCOUNTING PRINCIPLES IN 2002

Effective from January 1, 2002, AXA is required to comply with regulation No. 2000-06 issued by the French Accounting Regulations Committee (the Comité de la Réglementation Comptable) in respect of recognizing liabilities. This new regulation did not impact AXAs consolidated financial statements. There were no other changes in accounting principles adopted in 2002.

CHANGES IN ACCOUNTING PRINCIPLES IN 2001

In 2001, there were changes in accounting principles due to (i) the implementation of the new French Regulations for preparing and presenting consolidated financial statements of French insurance companies, and (ii) in respect of the accounting for UK with-profit contracts. A summary of the significant changes in accounting principles is summarized below.

New French Regulations for consolidated financial statements of insurance companies

The new French Regulation No. 2000-05 became effective on January 1, 2001 and introduced certain new accounting and disclosure principles for preparing and presenting the consolidated financial statements of insurance

/F-8



groups in France. Most of the changes set out under the new French Regulations were already used by AXA and, therefore, only certain significant changes in accounting principles needed to be made, as summarized below.

- Newly consolidated entities and acquisitions of additional equity investments in consolidated subsidiaries:In
    general, for acquisitions completed after January 1, 2001, it is no longer
    possible to charge goodwill to shareholders equity in an amount equal
    to the portion of the acquisition financed through the issuance of new shares.
    In addition, certain transactions can be accounted for as a merger under Article
    215 if certain requirements are met. Acquisitions prior to January 1, 2001
    are not affected by this change as the change in accounting principle has
    been adopted prospectively.
- Intercompany
    transactions:Effective
    prospectively from January 1, 2001, realized capital gains and losses on intercompany
    transactions involving the sale of assets between AXA Group companies, including
    insurance and reinsurance companies, are eliminated in consolidation unless
    there is an other-than-temporary realized loss, which is recorded immediately
    with a contra adjustment to policyholder participation, if necessary.
- Non-European
    life insurance companies:The
    results of these companies were previously prepared and consolidated based
    on U.S. GAAP, whereas under the new French Regulations, these companies now
    prepare and consolidate their results in accordance with French GAAP. This
    change principally affected the accounting for (i) fixed maturity and equity
    investments, which are stated at amortized cost and historical cost, respectively,
    whereas in prior periods such investments were stated at market value, and
    (ii) the cost of reinsurance, in particular relating to the reinsurance arrangement
    on the disability income business in the United States in 2000, which is now
    recorded as a charge in the period the reinsurance arrangement is placed whereas
    in 2000 the cost was to be amortized over the duration of the contract.
- Pension
    Plans:AXA
    has opted to apply the preferred method introduced by the new French Regulations,
    which allows the costs associated with pension plans and post-retirement benefits
    to be provided for and recorded in the operating results over the term of
    employment. In this context, commitments for benefits accruing from periods
    of long service to the company (or other similar benefits) can also be recognized
    as a liability.
- Insurance
    liabilities:From
    January 1, 2001, an additional provision relating to adverse changes in mortality
    assumptions is recorded in full in the year of the change rather than being
    recognized as an additional liability over the contract term, as in prior
    years. In addition, the basis used by AXA in determining its actuarial insurance
    liabilities is in line with the preferred method set out in the new French
    Regulations, in particular, the discount rates used are, in effect, lower
    than the expected future investment yield recommended in the Regulations.
- Equalization
    reserves:Equalization
    reserves that do not cover catastrophic risks, which are characterized by
    high costs and low occurrence, can no longer be recognized as liabilities.
- Unexpired
    risk provision:Interest
    income generated by earned premiums is deducted from the amount of the reserve
    to be established.

Unless otherwise indicated above, the cumulative effect of changes in accounting principles under French GAAP was recorded in AXAs consolidated shareholders equity at January 1, 2001, net of tax and allocation to participating policy-holders, when material. For further information, see AXAs consolidated statement of shareholders equity.

Changes in accounting principle specific to the UK With-Profit contracts

In the context of AXA Equity & Laws Plan of Financial Reorganization completed in 2001, as it related to its UK participating (With-Profit) fund and related surplus assets referred to as the inherited estate, AXA changed its accounting for UK With-Profit) contracts. TheUK With-Profitcontracts are participating life insurance contracts

/F-9



that provide for the sharing of investment performance and other company experience with policyholders. The excess of assets over liabilities (including the unrealized investment gains and losses) in the participating long-term business fund are maintained within a Fund for Future Appropriations (FFA). The FFA is, in general, used to fund the future terminal bonuses to be attributed to participating policyholders in accordance with the terms of the insurance contract. Consequently, the balance sheet in a UK insurance company will include not only the policyholder insurance benefits but also the FFA.

Up until December 31, 2000, the portion of the FFA attributable to terminal bonuses was included in the UK With-Profit contracts liabilities, with the remaining portion in shareholders retained earnings and reserves. Effective from January 1, 2001 and due to AXA Equity & Laws Plan of Financial Reorganization undertaken in 2001, to better reflect policyholders rights, 100% of the FFA is now included in the UK With-Profit contract insurance liabilities. This method is based on the UK modified statutory basis used in the local UK financial statements. Under this methodology the basis for which AXA recognizes profits from such participating business has also been changed, from the sum of 10% of the operating results derived from the business to only 10% of the bonus declared in the period.

In accordance with French GAAP, the impact of this change was included in AXAs consolidated shareholders equity at January 1, 2001. For further information see AXAs consolidated statement of shareholders equity.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses for the accounting period. Changes in such estimates and assumptions may affect the amounts reported and disclosed in future periods.

BASIS OF CONSOLIDATION

Companies in which AXA exercises controlling influence arefully consolidated.Controlling influence is presumed when AXA directly or indirectly holds at least 40% of the voting rights and no other shareholder directly or indirectly holds a percentage interest greater than that held by AXA.

Companies in which AXA directly or indirectly holds 20% or more of the voting rights and for which AXA and other shareholders have agreed to exercise joint controlling influence areproportionately consolidated.

Companies, in which AXA exercises significant long-term influence, that is, affiliated companies, are accounted for as an investment using theequity methodof accounting. Significant influence is presumed when AXA directly or indirectly holds 20% or more of the voting rights or when significant influence is exercised through an agreement with other shareholders. Certain entities are also accounted for as investments under the equity method if their contribution to revenue, net income or net financial position is not significant.

Investments in mutual funds, investment and real estate companies principally held by AXAs insurance entities are not consolidated but accounted for at cost, if the exclusion from consolidation does not impact the true and fair presentation of AXAs consolidated financial position or operating results.

/F-10



Subsidiaries and investments in affiliates are accounted for at cost rather than being consolidated if the following conditions are met:

- The
    entity is held for sale from the date of acquisition,
- The
    subsidiary does not have a material impact on AXAs consolidated financial
    position and consolidated operating results, or
- The
    information required to prepare the consolidated financial statements cannot
    be readily obtained, either for reasons of cost or timeliness of preparing
    such information.

The equity holdings of entities that are not consolidated, which are used to support separate account (unit-linked) contracts, are included in the calculation of AXAs controlling interest but are excluded from the calculation of the percentage of ownership interest.

In accordance with regulation 2000-05 mentioned above, special purpose vehicles in which the AXA holds no equity securities are excluded from consolidation. However, relevant information on these vehicles is provided in note 27 to the consolidated financial statements. In accordance with the French Financial Security Act (Loi de Sécurité Financière 2003-706) issued on August 1, 2003 and subject to the modification of the aforementioned regulation, these vehicles will be consolidated effective from January 1, 2004.

BUSINESS COMBINATIONS: PURCHASE ACCOUNTING AND GOODWILL INCLUDING ACQUISITION OF MINORITY INTERESTS

Business acquisitions are generally accounted for using the purchase method of accounting under both French GAAP and U.S. GAAP. Certain business combinations can be accounted as a merger under Article 215 of the new French regulations, so long as specific criteria are met.

Valuation of assets acquired and liabilities assumed

At the first consolidation, the identifiable assets and liabilities of the acquired company are recorded at their estimated fair value. However, the insurance liabilities are maintained at the predecessors carrying value if the measurement basis is consistent with AXAs accounting principles. In conjunction with purchase accounting relating to acquired life insurance operations, an asset is recorded corresponding to the present value of estimated future profits emerging on purchased life insurance business in-force at the date of acquisition (also referred to as value of purchased life insurance business in-force or VBI). The present value of future profits is estimated using actuarial assumptions based on anticipated experience. This experience is determined as of the purchase date using a discount rate that includes a risk premium.

Acquisitions of minority interests

In respect of acquisitions of minority interests in an existing consolidated entity, the portion of assets acquired and liabilities assumed are maintained at their existing net carrying values at the date of acquisition and not adjusted to reflect their estimated fair values.

Determination of purchase price

The purchase price includes the direct costs and external fees related to the transaction, including the costs of settling or exchanging the target companys outstanding employee share options (applicable to all acquisitions including acquisitions of minority interests). If the transaction is based in a foreign currency, the impact of the foreign currency is included in the purchase price at the date of the transaction or the initial date of the transaction (if it occurs over a period of time).

/F-11



Goodwill

The difference between the purchase price and the net assets acquired represents goodwill. Positive goodwill, that is, the purchase price is greater than the identifiable assets acquired, is recorded as an asset.

If goodwill is negative, the following adjustments are made:

- Acquisition
    of a company that was not previously consolidated: the estimated fair value
    is decreased to the extent necessary to eliminate such excess,
- Increase
    in interest of ownership interest of an existing consolidated company: the
    net carrying value of the assets are reviewed and decreased in value where
    appropriate, with the remaining negative goodwill offset against any pre-existing
    goodwill asset arising from previous partial acquisitions of the company in
    question.

Any excess remaining after the adjustments above is recorded as a liability and is referred to as negative goodwill. Revisions can be made to goodwill up until the end of the fiscal year end following the year of the acquisition, if new information becomes available.

Goodwill recorded is allocated (i) to the companies or portfolios of business acquired in respect of importance in the market and their expected profitability, and (ii) to the segments and entities within the AXA Group that will benefit from the activities acquired.

For acquisitions undertaken prior to January 1, 2001, when new shares were issued by AXA (the Company) to partly finance an acquisition, a portion or all of the goodwill could be charged directly to retained earnings and reserves (to the extent of the portion financed by the issue of new shares). Effective from January 1, 2001, this treatment is no longer permitted and was not subject to a retroactive adjustment upon adoption of the new French regulations in 2001. Acquisitions can be accounted for using the preferred method detailed in article 215 of the new Pooling of interests regulation if certain conditions are met.

INTERCOMPANY TRANSACTIONS

From January 1, 2001, and in preparing the consolidated financial statements, the entire effect of intercompany transactions is eliminated upon consolidation unless there are other-than-temporary losses, which are usually recorded immediately.

When an asset is disposed of internally and not intended for long-term holding within AXAs asset portfolios:

- The
    tax corresponding to the realized capital gain or loss is eliminated upon
    consolidation through a deferred tax adjustment recorded in the balance sheet,
- The
    same applies to the potential policyholder benefit in respect of the disposal
    gain or loss (a deferred policyholder benefit asset or liability is then posted
    to the balance sheet).

In addition, the total or partial transfer of securities between two subsidiaries fully integrated but held with different interest rates will not effect the consolidated operating results, with the exception of the recognition of any related deferred tax and allocation to policyholders participating benefits, which are not restated in the consolidated accounts as the securities transferred are intended for long-term holding. The impact of these transfers on the Group shareholders equity (its counterpart being recorded in minority interest) is identified in the Goodwill and purchase accounting line of the shareholders equity reconciliation.

/F-12



VALUATION
  OF ASSETS

GOODWILL

The goodwill amortization period is dependent on the type of business activity acquired, and whether the segment to which it was allocated can be considered as significant at the Group level. The amortization period generally does not exceed 30 years for insurance operations, including banks and asset management companies whose principal activity is the management of assets on behalf of insurance companies of AXA. For Asset Management operations that manage assets on behalf of third parties, the goodwill amortization period does not exceed 20 years, or five years for brokerage operations.

If the goodwill is less than10 million (1.5 million for brokerage operations), then the goodwill asset is fully amortized as a charge against earnings in the year of acquisition.

If parameters used to determine the initial amortization period (value of assets, future operating profits, market share) do not change in the course of this period, the initial amortization pattern remains the same. If there are significant adverse changes, an exceptional goodwill amortization charge is recorded (or a modification to the initial pattern). However, when the fair value is not deemed notably, that is significantly, lower than the net book value, the goodwill is maintained at its net book value in the balance sheet. As a consequence, no exceptional amortization charge is recorded if the amount is less than the cumulative amortization charge over a period equal to 1/5th of the initial amortization period and (i) there is an intention to hold the interest in the Company, and (ii) based on available information it is more likely the deterioration is not definitive.

The multi-criteria analysis mentioned above and performed to determine if there are significant adverse changes include the long-term nature of the holding, and exclude factors affected by short-term market volatility. The analysis also considers the interdependence of transactions within sub-groups. Within each operational entity, a comparison is made between net carrying value and the fair value, which is equal to the highest of the market value and value in use. The value in use is the net assets and expected earnings from existing and new business, taking into account the entitys future prospects. The value of future expected earnings is estimated on the basis of life insurance and savings embedded value figures published by AXA. The fair value also considers similar calculations for other activities, other possible approaches such as those based on various valuation multiples.

INTANGIBLE ASSETS

Value of purchased life insurance business in force (VBI)

The VBI, in respect of acquired life insurance companies, is determined on the basis of profits emerging over the contract period and is amortized over the life of the relevant contracts. VBI is subject to annual recoverability testing based on actual experience and expected trends with respect to the principal assumptions used to calculate the VBI.

Capitalized software costs

Certain costs associated with developing software for internal use are capitalized and amortized on a straight-line basis over the estimated useful life of such assets (in general not to exceed five years).

/F-13



INVESTMENTS FROM INSURANCE, BANKING AND OTHER ACTIVITIES

In general, investments are accounted for as described below:

Real estate investmentsare stated at historical cost less accumulated depreciation and any valuation allowances. Valuation allowances are recorded for a decline in the value of a property that is deemed to be other-than-temporary. Real estate acquired in satisfaction of debt is valued at estimated fair value at the date of foreclosure.

Valuation allowances are recorded on real estate investments in the following cases:

- Buildings to be sold in the twelve months following the end of the accounting period:the allowance is recorded and equals the excess of the net carrying value over the likely selling price, less disposal costs and the cost of works expected to be incurred to bring the building to sale.
- Investment real estate to be held on a long-term view, including securities held in real estate companies:when the appraised value is 15% lower than the net carrying value, the present value of the assets future estimated cash flows is calculated. If the calculated amount is lower than the net carrying value, a valuation allowance is recorded, equal to the difference between (a) the net carrying value and (b) the higher of the appraised value or the discounted cash flow value.

If, in subsequent periods, the difference between the appraised value and the net carrying value reaches 15% or more, previously recorded valuation allowances are reversed to the extent of the difference between a) the net carrying value and b) the lower of the appraised value or the depreciated cost.

Fixed maturity securitiesare stated at amortized cost less valuation allowances. A valuation allowance (equal to the difference between carrying value and the year-end market value) is recorded for a decline in value of a security, which is deemed to be other-than-temporary whereby the amount may not be fully recoverable due to a credit event relating to the security issuer. If this risk disappears, the valuation allowance may be reversed. The assessment of the likelihood that the amounts due can be recovered depends on the particular facts and circumstances of the issuer.

A valuation allowance may be necessary for fixed maturity securities that AXA does not intend to retain, or if any other factor leads to the conclusion that the recovery of amounts due is other-than-temporary.

Equity securitiesare stated at historical cost less any valuation allowances for declines in the estimated fair values of specific equity investments that are deemed to be other-than-temporary.

Valuation allowances are determined according to a regulation issued by the French standard setter (lAvis du Comité durgence du Conseil National de la Comptabilité or CNC) on December 18, 2002 in respect of other-than-temporary impairments.

It is presumed that there is an other-than-temporary impairment when a significant unrealized loss exists for a continuous period of 6 months or more prior to year-end. An unrealized loss is regarded as significant if it equals 20% of carrying value in periods where the markets are slightly volatile, increasing to 30% when markets are volatile as determined by the French regulator. The 20% criterion was applied at December 31, 2003, taking into account market trends in the second half of 2003, in accordance with recommendations issued by the financial markets and insurance industry supervisory authorities. At December 31, 2002 and for the first six months of 2003, the 30% criterion was applied, whereas the 20% criterion was applied in 2001.

/F-14



Certain equity securities that do not meet the aforementioned criteria are also analyzed in the event that (i) the 20% (or 30%) criterion was not reached for all but a few days during the six month-period prior to year-end, (ii) their market value has significantly fallen in the last month of the year, (iii) a valuation allowance was already recorded on these securities in prior years, (iv) there are significant factors other than the fall in the share price that raise questions about the fundamentals of the issuer or (v) the securities are intended to be sold in the near future.

Equity securities intended to be held for business purposes are not subject to valuation allowance, if there are no particular factors that raise questions about the fundamentals of the issuer.

The valuation allowance recorded for equity securities that are determined to have an other-than-temporary impairment is equal to the difference between the net carrying value and the recoverable value at year-end.

- If
    there is an intention to hold the security on a long-term basis, the recoverable
    value is the greater of (i) the market value at year-end or (ii) the value
    determined by taking into account the holding period, and other multicriteria
    factors (net worth, future cash flows and specific considerations relating
    to the industry sector/activities of the issuer).
- If
    equity securities are to be sold in the near future or form part of a portfolio
    with rapid turnover, the recoverable value is the year-end market value.
- For
    mutual funds, valuation allowances are determined by taking into account the
    specific nature of each fund.

Valuation allowances recorded for the impairment of equity securities may be reversed in subsequent periods when facts and circumstances warrant a reversal.

Policy loansare stated at outstanding principal balances.

Mortgage loanson real estate are stated at outstanding principal balances, net of unamortized discounts and valuation allowances. Impairment measurement is based on the present value of expected future cash flows, discounted at the loans effective interest rate, on the loans observable market price or the fair value of the collateral if the loan is collateral-dependent.

Investments in real estate companies and mutual fundsare accounted for as real estate investments or as equity securities, respectively.

Investments for certain activitiesare stated at fair value with the change in fair value included in income under net investment result. The activities in which investments can be valued at fair value are set out below:

- Invested
    assets in respect ofseparate
    account (unit-linked) contractsand
    invested assets supporting theUK
    With-Profit funds;an
    adjustment in insurance liabilities is required if a change in fair value
    occurs.
- Certain
    investments held bynon-European
    Life insurance subsidiaries,for
    which the unrealized gains and losses of invested assets are included within
    insurance liabilities.
- Invested
    assets held by AXAs banking subsidiaries fortrading
    purposes,for
    which the change in fair value is recorded in the net investment result.

OTHER ASSETS

Real estate (property) owned and occupiedby AXA is included under the balance sheet caption Other assets and depreciated on a straight-line basis over the estimated useful life of the buildings, ranging from 20 to 50 years. This includes materials, fixtures and equipment that are depreciated on a straight-line basis over each asset estimated useful life.

/F-15



DEFERRED ACQUISITION COSTS (DAC) IN RESPECT OF LIFE INSURANCE OPERATIONS

The costs of acquiring new and renewal business that vary with and are primarily related to the production of new business are specifically identified and deferred by establishing an asset. This asset is amortized based on the estimated gross profits emerging over the contract term. Estimates of gross profits are reviewed at the end of each accounting period and the amount not deemed recoverable from future estimated gross profits is recorded as a charge against income. DAC is reported net of unearned revenue reserves, which are recorded in income over the contract term using the same amortization basis used for DAC.

REINSURANCE CEDED UNDER NON-PROPORTIONAL TREATIES

The ceding of insurance to reinsurers and of reinsurance to reinsurers (the latter called retrocession) is accounted for in the balance sheet and statements of income in a manner consistent to the accounting for the underlying direct insurance contract and takes into account contractual clauses.

VALUATION OF LIABILITIES

PROVISIONS FOR RISKS AND CHARGES

Restructuring costs

In connection witha business combination,restructuring costs relating to employee termination benefits, the closing of office sites and image changes in respect of the acquired company are included in a restructuring provision recognized in the opening balance sheet of the acquired company. When a restructuring provision impacts the acquirer or its subsidiaries, a restructuring provision is recorded as a liability and included in the purchase price. In the event that the provision is not fully utilized, the release of the provision does not impact the post-acquisition operating results.

In other cases,restructuring provisions are recorded in the period during which a restructuring plan is approved with any release in provision recorded in the operating results.

Pensions and other post-retirement benefits

All long-term employee benefit liabilities are calculated using the preferred method under the French CRC regulation 2000-05. They include the benefits payable to AXA Group employees when they retire (departure compensation, additional pension, medical cover). In addition, a provision for long-service benefits is recorded. In order to meet those obligations, some regulations have allowed or imposed the establishment of dedicated funds (plan assets). The funding and implementation methods of such plan assets are specific to the local regulation in each country in which the employee benefit plan is held.

Employee benefit liabilities are covered by defined contribution plans and / or defined benefit plans.

- Defined
    contribution plans are characterized by payments made by the employer to institutions
    (e.g. pension trusts). The contributions paid by the employer are recorded
    as an expense in the income statement. No promise is made by the employer
    regarding the ultimate benefits paid out to the employee.
- Defined
    benefit plans are characterized by an actuarial assessment of the commitments
    based on each plans internal rules. The present value of the future
    benefits paid by the employer, known as the PBO (Projected Benefit Obligation),
    is calculated on the basis of long-term projections (salary increase rate,
    inflation rate, mortality, turnover, pension indexation and remaining service
    lifetime).

/F-16



The amount recorded in the balance sheet for employee benefits is the difference between the Projected Benefit Obligation and the market value of the corresponding invested plan assets after adjustment for any unrecognized losses or gains. If the net result is negative, a provision is recorded in the balance sheet under the provision for risks and charges. If the net result is positive, a prepaid asset is recorded in the balance sheet.

- In
    its recommendation 2003-R.01 of April 1, 2003, the French Standard setter
    (CNC) described methods of valuing liabilities in respect of pensions and
    similar benefits. The methods used by AXA are similar to those contained in
    the CNCs recommendation, particularly the corridor method, with the
    following exceptions:
- AXA
    excludes benefits covered by an insurance policy from the defined benefit
    obligation calculation. Similarly, the insurance contracts are not included
    in the plan assets. The net result is identical to that of the CNCs
    recommended method with the exception of the impact of actuarial differences
    on earnings.
- Plan
    assets may be valued on the basis of market values over a period up to five
    years, instead of market values at valuation date. In addition, the valuation
    date used by AXA may be up to three months prior to the year-end, rather than
    the year-end as recommended by the CNC.
- AXA
    does not limit the amount of assets it recognizes to the amount recoverable
    through reduction in future contributions or from a plan refund.
- Past
    service costs are recognized over the expected remaining service life of the
    plan participants, even if benefits are fully vested.
- Finally,
    curtailment and settlement gains and losses are recognized when they are probable
    and not when they occur.

Income taxes

AXAs French insurance subsidiaries, AXA Financial and, where permitted, other subsidiaries file individually consolidated income tax returns; other companies file separate income tax returns.

Current income tax expense (benefit) is recorded in earnings on the basis of amounts estimated to be payable or recoverable as a result of taxable operations for the current year based on the relevant local tax regulation. Deferred income tax assets and liabilities are recorded on the basis of differences between financial statement carrying amounts and income tax balances of assets and liabilities and for net operating loss carry forwards, if any. Valuation allowances are recorded for deferred tax assets that are not expected to be recovered, and are reversible in future periods if facts and circumstances that led to the valuation allowance change.

LIABILITY FOR INSURANCE BENEFITS AND CLAIMS

Unearned premium reserves

Unearned premium reserves represent the portion of gross premiums written which has not yet been earned in the period. A portion is included in income over the periods benefited, as the portion of the unearned premium reserve earned in the period is calculated on a pro rata basis in proportion to the insurance still in force at period-end. The deferred acquisition costs related to such contracts are included as an asset under the heading Prepayments and accrued income using the same basis.

Insurance liabilities

Fortraditional life insurance contracts(that is, those contracts with significant mortality risk), the liability for future policy benefits is calculated in accordance with the applicable regulatory principles of each country on the basis of actuarial assumptions as to investment yields, mortality, morbidity and expenses, using a prospective approach. An

/F-17



additional provision is recorded in the event of an adverse impact on the benefits due to a change in mortality tables. If the contracts include a minimum guaranteed rate of return, the insurance liability will also include a provision necessary to cover the guarantee in the event that the future returns are insufficient.

The liability forsavings contracts or other investment contracts,in which there is minimal mortality or morbidity risk and that are not separate account (unit-linked) contracts, is determined using the retrospective method. Under this method, the liability represents an account balance based on the premiums received to date plus any interest or bonus credited to the policyholders less policy charges, such as for insurance administration and surrenders.

In respect of participating life insurance contracts, whether allocated or not, the future policy benefit liability includes a value attributable to anticipated participation rights arising from the operating results or net investment return for the period.

The method of determining the insurance benefits is in line with the preferred method set out in the new French regulations effective from January 1, 2001. However, the discount rates used by AXA are, in effect, lower than the expected future investment yield recommended in the regulations.

Specific to future policy benefits onUK With-Profit contractsthe future policy benefits for such contracts include 100% of the Fund for Future Appropriation (FFA), which principally covers the future terminal bonuses according to the terms of these contracts. The FFA and, therefore, the future policy benefits vary with the change in market value of the assets supporting the participating With-Profit funds.

Reserves forguaranteesin respect of separate account (unit-linked) contracts in respect of direct insurance and reinsurance activities are determined using a prospective approach. The current value on future benefit obligations to be paid to the policyholder in the event that the guarantee is triggered is estimated on the basis of reasonable scenarios. The assumptions include an investment return and related volatility, surrender rates and mortality. This current value of future benefit obligations is set up as a provision such that the total average cost of the guarantees is recognized over the contract life.

Provisions for future negative marginscan be recorded by each insurance company based on local regulatory requirements (for example, the premium deficiency reserve). To be maintained at the consolidation level, this provision must be necessary from an economic point of view. In the case of life insurance companies, this provision must consider the insurers recoverability of VBI and DAC.

Insurance claims and claims expenses

The claims reserves are determined on a basis to cover the total cost of settling an insurance claim. With the exception of disability annuities, for which the payments are fixed and determinable, the claims reserves are not discounted. The claims reserves include the claims incurred and reported in the accounting period, claims incurred but not reported (IBNR) in the accounting period and costs associated with the claims settlement management. The claims reserve is based upon estimates of the expected losses and unexpired risks for all lines of business taking into consideration managements judgment on the anticipated level of inflation, regulatory risks and the trends in cost and frequency of claims, actual against estimated claims experience, other known trends and development, and local regulatory requirements.

/F-18



Claims reserves include unexpired risk provisions and equalization provisions as set out below:

- Unexpired
    risk provisions are established for contracts on which the premiums are expected
    to be insufficient to cover expected future claims and claims expenses. The
    calculation of the provision includes estimated future losses, administration
    expenses and investment income.
- Equalization
    provisions are determined on the basis of local regulations in certain countries
    in which AXA operates and, principally, relate to catastrophe risks, such
    as hail, storms, floods, nuclear accidents, pollution liability and terrorist
    attacks.

PROVISION FOR LIQUIDITY RISK

A provision for liquidity risk must be recorded as a liability by an insurance company if there is a risk of liquidity, principally in the case of large contract surrender, and if the total net book value of investments (excluding fixed maturity investments) of such company is greater than its total market value.

Even though analyses did not demonstrate any liquidity risk, for French regulatory reasons at December 31, 2002, a provision was recorded in the consolidated financial statements for72 million before tax, or47 million net Group share. In accordance with the statement made by the Comité dUrgence on January 21, 2004, this provision was deemed unnecessary and was reversed to the income statement at December 31, 2003.

SEPARATE ACCOUNT (UNIT-LINKED) CONTRACTS

These contracts are linked to a specific pool of investment funds / assets and are written by AXAs Life insurance companies. In respect of these contracts, the investment risks and rewards are principally transferred to the policyholders and the guarantees on the benefits are realized and supported by the investment funds. For these contracts the liability represents the fair value of the investment funds / assets linked to those contracts at the balance sheet date.

CAPITALIZATION RESERVE

In France, increases and decreases in capitalization reserve are accounted for in the local statutory accounts and are eliminated in preparing consolidated financial statements. A deferred tax charge is recorded if there is a strong probability that this reserve will be released. In the event that the entity is a Life insurance company, this will also include a deferred policyholder participating benefit.

DERIVATIVE INSTRUMENTS

Derivative instruments are accounted for according to the opinion of the CRC regulation (CRC 2002-09) issued on December 12, 2002 specific to the accounting for certain financial instruments (forwards) by insurance companies. This opinion is consistent with the existing principles applied by AXA, with the exception of the recognition until 2001 of unrealized gains on derivatives instruments in transactions that do not qualify as hedges.

For derivative transactions that qualify as hedges, where AXA uses in asset-liability management or to cover certain designated assets or liabilities against a change in fair value or variability in cash flows, the total change in value is recorded in a similar manner as the underlying hedge item; related charges and revenues are recorded in the net investment result. Tests of effectiveness are performed on a routine basis. For foreign currency hedges in net investments in foreign consolidated companies, the unrealized and realized gains and losses are recorded in shareholders equity until the foreign subsidiary is sold, at which time the amount is included in income. In the case of a strategic investment / divestment, the results are deferred until the asset is acquired or sold. In the case of a yield-based investment, results are recorded over the duration of the strategy.

/F-19



Other derivative instruments that are not involved in qualifying accounting hedges are accounted for on the balance sheet at estimated fair value. The unrealized losses are included in the net investment result. Any unrealized gains are recorded but fully offset by a provision to neutralize the impact in the income statement. The estimated fair value is determined using market value, if available, otherwise determined using other valuation techniques such as option pricing models, or other internal estimates.

REVENUE RECOGNITION

GROSS PREMIUMS AND FINANCIAL SERVICES REVENUES

Gross premiums written correspond to the amount ofpremiums writtenon business incepted in the year for insurance and reinsurance companies, net of policy cancellations and gross of reinsurance ceded. In the reinsurance sector, the premiums are recorded on the basis of declarations made by the cedant and may include estimates of gross premiums written but not yet reported in the period, which are adjusted in future periods to reflect actual gross premiums written and ceded to the reinsurer.

Gross revenuesfrom banking and other activitiesmainly include:

- Commissions
    received upon the sale of financial products, including those revenues received
    by the insurance companies on such activities,
- Commissions
    received and fees for services rendered in respect of asset management activities,
- Rental
    income received by real estate management companies and
- Sales
    proceeds received on buildings constructed or renovated and subsequently sold
    by real estate businesses.

CHANGE IN UNEARNED PREMIUM RESERVES

The unearned premium reserve is reported as a liability (see Unearned Premium Reserve above). Total revenues in the period include the change in unearned premium reserve, which represents the earned premium in the period, gross of reinsurance.

NET INVESTMENT RESULT

The net investment result in respect of insurance activities includes:

- Investment
    income from the insurance-related invested assets, net of depreciation expense
    on real estate investments (depreciation expense on real estate not held for
    investment is included in administrative expenses),
- Financial
    charges and expenses,
- Realized
    investment gains and losses net of valuation allowances for investment impairment,
    and
- Unrealized
    investment gains and losses on invested assets in respect of separate account
    (unit-linked) assets, assets allocated to UK With-Profit contracts
    and other invested assets whereby such assets are stated at market value (refer
    to Investments from insurance, banking and other activities above).

In respect of banking activities, interest income and financial charges including interest expenses are included in bank operating income and bank operating expenses, respectively.

From time to time subsidiaries that are not wholly owned by AXA may issue additional capital. As a result, AXAs ownership interest in that subsidiary decreases and a dilution gain or loss arises. This gain or loss is recorded in the net investment results.

/F-20



TREASURY SHARES

Treasury shares are recorded as a reduction of consolidated shareholders equity. However, such investments in Parent Company stock are accounted for as an investment in equity securities if the treasury shares are held to stabilize the Companys share price in the market, to be attributed to employees in connection with share purchase programs, or are treated as investments supporting separate account (unit linked) contracts.

ACCOUNTING FOR SHARE OPTIONS

The accounting principles adopted by AXA for the accounting of stock option plans will vary according to the type of stock option plan.

OPTIONS TO SUBSCRIBE FOR SHARES (INCREASE IN AXAS CAPITAL)

For share option plans issued by AXA (the Company) thatdo not feature a liquidity guaranteegiven by AXA (the Company) to the employee, in principle no expense is recorded. For share option plans issued by AXA entities other than AXA (the Company) in which the grant provides an advantage to the employees (the exercise price is less than the market price at the date the number of options and the exercise price are known), a liability is recorded on a systematic basis over the vesting period.

For all share options granted by AXA (the Company) or any other AXA entity that provide aliquidity guarantee,a liability (corresponding to the difference between the market value of the shares and the exercise price) is determined at a measurement date, being the vesting or exercise date. Accordingly, an estimate of the compensation charge is determined at the end of each interim reporting period dependent on the market value of the underlying shares at such interim date.

In respect of acquisitions of minority interests, the share repurchase leads to an increase in the Groups interest. The cost of settling or exchanging the target companys outstanding employee share options is included in the purchase price, as the buyout includes the cost of acquiring the minority shareholders interests plus the potential shares to be issued by the target company in respect of the share options granted to its employees. The excess price should be split between a charge corresponding to the increase in the Groups interest to the initial interest level and additional goodwill corresponding with the additional interest acquired.

OPTION TO PURCHASE SHARES (WHICH ARE PURCHASED WITHIN THE MARKET)

When employee share options to purchase shares are issued by AXA a provision is recorded (corresponding to the difference between the market value of the shares to be acquired in the market and the exercise price over the acquisition period). This provision is adjusted on an annual basis to reflect the change in market value of the underlying shares up until the date the shares are to be acquired.

/F-21





3. Principal Subsidiaries and
  Companies accounted for under the equity method

CHANGES IN SCOPE

PRINCIPAL CHANGES IN CONSOLIDATION IN 2003

The main changes in the scope of consolidation in 2003 were thedisposal of activities in Austria and Hungary,finalized in June 2003, the sale of AXA Asia Pacific Holdings 50% stake inMembers Equity Pty Ltdin January 2003, and, in Germany, the sale of AXAs stake inColonia Re JVto General Re in July 2003.

In France, the activities ofJour Financewere merged with AXA France Vie, and real estate companyVendôme Haussmannjoined the scope of consolidation on June 30, 2003. Other 2003 changes are detailed in the schedules presented below.

PRINCIPAL CHANGES IN CONSOLIDATION IN 2002

The main change in scope of consolidation in 2002 was thesale of AXA Health Insurance Pty Ltdin Australia, taken into account as of August 31, 2002 (8 months of activity in 2002).

The activities ofBanque Directewere merged with AXA Banque. The activities of Ipac Securities Limited were integrated within the AXA Australia New Zealand sub-group on the acquisition date.

COMPANIES FULLY CONSOLIDATED

The following tables list the companies consolidated (fully or proportionally) or accounted for under the equity method, as well as the Companys share of the subsidiarys voting rights and direct and indirect ownership interest, at December 31, 2003 and 2002.

Certain entities below represent the Parent Company of sub-groups that can hold an interest in entities in more than one country and, therefore, may be consolidated with an ownership interest less than that indicated for the Parent Company of the sub-group.

/F-22



|                                            |                            |                |       |                |      |        |        |           |        |  | 
|------------------------------------------- | -------------------------- | -------------- | ----- | -------------- | ---- | ------ | ------ | --------- | ------ |  | 
|                                            |                            | 2003           |       |                | 2002 |        |       
|Parent and Holding                          | Change                     | Voting         |       | Ownership      |      | Voting |        | Ownership |       
|Companies                                   | in Scope                   | rights         |       | interest       |      | rights |        | interest  |       
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|France                                      |                            |                |       |                |      |        |        |           |        |  | 
|AXA                                         |                            | Parent company |       | Parent company |      |       
|AXA China                                   |                            | 100.00         |       | 76.31          |      |        | 100.00 |           | 76.31  |  | 
|AXA France Assurance                        |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|Colisée Excellence                          |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|AXA Participations II                       |                            |                |       |                |      |        |        |           |        |  | 
|(formerly Financière
      Mermoz)          |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|Jour Finance                                | Merger with AXA France Vie |               |       |               |      |        | 100.00 |           | 99.94  |  | 
|Mofipar                                     |                            | 99.90          |       | 99.90          |      |        | 100.00 |           | 99.90  |  | 
|Société
      Beaujon                       |                            | 99.99          |       | 99.99          |      |        | 99.99  |           | 99.99  |  | 
|AXA Technology Services                     |                            | 100.00         |       | 99.99          |      |        | 100.00 |           | 99.99  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|United States                               |                            |                |       |                |      |        |        |           |        |  | 
|AXA Financial, Inc.                         |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|United Kingdom                              |                            |                |       |                |      |        |        |           |        |  | 
|Guardian Royal Exchange
      Plc           |                            | 100.00         |       | 99.99          |      |        | 100.00 |           | 99.99  |  | 
|AXA UK Holdings Limited                     |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|AXA UK Plc                                  |                            | 100.00         |       | 99.99          |      |        | 100.00 |           | 99.99  |  | 
|AXA Equity & Law Plc                        |                            | 99.95          |       | 99.95          |      |        | 99.95  |           | 99.95  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Asia / Pacific                              |                            |                |       |                |      |        |        |           |        | 
|National Mutual International
      Pty Ltd | 100.00                     |                | 51.66 |                |      | 100.00 |        | 51.66     |        | 
|AXA Insurance Holdings Co.
      Japan      | 96.42                      |                | 96.42 |                |      | 96.42  |        | 96.42     |        | 
|AXA Asia Pacific Holdings
      Ltd         | 51.66                      |                | 51.66 |                |      | 51.66  |        | 51.66     |        | 
|                                            |                            |                |       |                |      |        |        |           |        | 
|Germany                                     |                            |                |       |                |      |        |        |           |        | 
|GRE Continental Europe Holding
      Gmbh   | 100.00                     |                | 91.05 |                |      | 100.00 |        | 90.17     |        | 
|Kölnische Verwaltungs
      AG              |                            |                |       |                |      |        |        |           |        | 
|für Versicherungswerte                      |                            | 99.56          |       | 97.50          |      |        | 99.56  |           | 97.30  |  | 
|AXA Konzern AG                              |                            | 91.69          |       | 91.05          |      |        | 90.86  |           | 90.17  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Belgium                                     |                            |                |       |                |      |        |        |           |        |  | 
|AXA Holdings Belgium                        |                            | 100.00         |       | 99.92          |      |        | 99.98  |           | 99.88  |  | 
|Royale Belge Investissement                 |                            | 100.00         |       | 99.92          |      |        | 100.00 |           | 99.88  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Luxembourg                                  |                            |                |       |                |      |        |        |           |        |  | 
|AXA Luxembourg SA                           |                            | 100.00         |       | 99.92          |      |        | 100.00 |           | 99.88  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Austria                                     |                            |                |       |                |      |        |        |           |        |  | 
|AXA Nordstern Holding                       | Disposal                   |               |       |               |      |        | 100.00 |           | 90.17  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|The Netherlands                             |                            |                |       |                |      |        |        |           |        |  | 
|AXA Verzekeringen                           |                            | 100.00         |       | 99.92          |      |        | 100.00 |           | 99.88  |  | 
|Gelderland                                  |                            | 100.00         |       | 99.92          |      |        | 100.00 |           | 99.88  |  | 
|Vinci BV                                    |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Spain                                       |                            |                |       |                |      |        |        |           |        |  | 
|AXA Aurora SA                               |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Italy                                       |                            |                |       |                |      |        |        |           |        |  | 
|AXA Italia SpA                              |                            | 100.00         |       | 100.00         |      |        | 100.00 |           | 100.00 |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 
|Morocco                                     |                            |                |       |                |      |        |        |           |        |  | 
|AXA Ona                                     |                            | 51.00          |       | 51.00          |      |        | 51.00  |           | 51.00  |  | 
|                                            |                            |                |       |                |      |        |        |           |        |  | 

/F-23



|                                            |                            | 2003   |        |           | 2002 |        |       
|------------------------------------------- | -------------------------- | ------ | ------ | --------- | ---- | ------ | ------
|Life & Savings                              | Change                     | Voting |        | Ownership |      | Voting |       
|and Property & Casualty                     | in Scope                   | rights |        | interest  |      | rights |       
|                                            |                            |        |        |           |      |        |       
|France                                      |                            |        |        |           |      |        |       
|AXA
      France IARD                       |                            | 99.92  |        | 99.92     |      |        | 99.92 
|Direct
      Assurances IARD                |                            | 100.00 |        | 100.00    |      |        | 100.00
|AXA
      France Vie                        |                            | 99.77  |        | 99.77     |      |        | 100.00
|AXA
      France Collectives                | Merger with AXA France Vie |       |        |          |      |        | 99.40 
|Juridica                                    |                            | 98.51  |        | 98.51     |      |        | 98.51 
|                                            |                            |        |        |           |      |        |       
|United States                               |                            |        |        |           |      |        |       
|The Equitable
      Life Assurance Society  |                            |        |        |           |      |        |       
|of the
      United States                  | 100.00                     |        | 100.00 |           |      | 100.00 |       
|                                            |                            |        |        |           |      |        |       
|Canada                                      |                            |        |        |           |      |        |       
|AXA
      Canada Inc.                       |                            | 100.00 |        | 100.00    |      |        | 100.00
|                                            |                            |        |        |           |      |        |       
|United Kingdom                              |                            |        |        |           |      |        |       
|AXA
      Insurance Plc                     |                            | 100.00 |        | 99.99     |      |        | 100.00
|AXA
      Sun Life Plc                      |                            | 100.00 |        | 99.99     |      |        | 100.00
|GREA
      Insurance                        |                            |        |        |           |      |        |       
|(Discontinued
      activity)               |                            | 100.00 |        | 99.99     |      |        | 100.00
|PPP
      Group Plc                         |                            | 100.00 |        | 99.99     |      |        | 100.00
|PPP
      Healthcare Ltd                    |                            | 100.00 |        | 99.99     |      |        | 100.00
|                                            |                            |        |        |           |      |        |       
|Ireland                                     |                            |        |        |           |      |        |       
|Guardian
      PMPA Group Ltd               |                            | 100.00 |        | 99.99     |      |        | 100.00
|                                            |                            |        |        |           |      |        |       
|Asia / Pacific                              |                            |        |        |           |      |        |       
|AXA Group
      Life Insurance (Japan)      | 100.00                     |        | 96.42  |           |      | 100.00 |       
|AXA Insurance
      Co. (Japan)             | 100.00                     |        | 96.42  |           |      | 100.00 |       
|AXA Life
      Insurance Singapore          | 100.00                     |        | 51.66  |           |      | 100.00 |       
|AXA Non
      Life Insurance Co Ltd (Japan) | 100.00                     |        | 100.00 |           |      | 100.00 |       
|AXA Australia
      New Zealand             | 100.00                     |        | 51.66  |           |      | 100.00 |       
|AXA
      China Region Limited              |                            | 100.00 |        | 51.66     |      |        | 100.00
|                                            |                            |        |        |           |      |        |       
|Germany                                     |                            |        |        |           |      |        |       
|AXA
      Versicherung AG                   |                            | 100.00 |        | 91.05     |      |        | 100.00
|AXA
      Leben Versicherung AG             |                            | 100.00 |        | 91.05     |      |        | 100.00
|Die
      Alternative Versicherung AG       |                            | 100.00 |        | 100.00    |      |        | 100.00
|AXA
      Kranken Versicherung AG           |                            | 99.42  |        | 90.31     |      |        | 99.42 
|                                            |                            |        |        |           |      |        |       

/F-24



|                                                    |          |        |       |           |      |        |        |           |        |  | 
|--------------------------------------------------- | -------- | ------ | ----- | --------- | ---- | ------ | ------ | --------- | ------ |  | 
|                                                    |          | 2003   |       |           | 2002 |        |       
|Life & Savings                                      | Change   | Voting |       | Ownership |      | Voting |        | Ownership |       
|and Property & Casualty                             | in Scope | rights |       | interest  |      | rights |        | interest  |       
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Hungary                                             |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Biztosito Rt                              | Disposal |       |       |          |      |        | 100.00 |           | 90.17  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Austria                                             |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Versicherung                              | Disposal |       |       |          |      |        | 100.00 |           | 90.17  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Belgium                                             |          |        |       |           |      |        |        |           |        |  | 
|Ardenne
      Prévoyante                            |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|AXA
      Belgium SA                                |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|UAB                                                 |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Luxembourg                                          |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Assurances Luxembourg                     |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|AXA
      Assurances Vie Luxembourg                 |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|The Netherlands                                     |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Leven N.V.                                |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|AXA
      Schade N.V.                               |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|AXA
      Zorg N.V.                                 |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|Unirobe
      Groep B.V.                            |          | 100.00 |       | 99.92     |      |        | 100.00 |           | 99.88  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Spain                                               |          |        |       |           |      |        |        |           |        |  | 
|Ayuda
      Legal SA de Seguros y Reaseguros        | 100.00   |        | 99.69 |           |      | 100.00 |        | 99.68     |        | 
|AXA
      Aurora SA Iberica de Seguros y Reaseguros | 99.69    |        | 99.69 |           |      | 99.68  |        | 99.68     |        | 
|AXA
      Aurora SA Vida de Seguros y Reaseguros    | 99.69    |        | 99.69 |           |      | 99.68  |        | 99.68     |        | 
|AXA
      Aurora SA Vida                            | 99.96    |        | 99.66 |           |      | 99.96  |        | 99.65     |        | 
|                                                    |          |        |       |           |      |        |        |           |        | 
|Italy                                               |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Interlife                                 |          | 100.00 |       | 100.00    |      |        | 100.00 |           | 100.00 |  | 
|UAP
      Vita                                      |          | 100.00 |       | 100.00    |      |        | 100.00 |           | 100.00 |  | 
|AXA
      Assicurazioni                             |          | 100.00 |       | 99.99     |      |        | 100.00 |           | 99.98  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Switzerland                                         |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Compagnie dAssurances sur la Vie         |          | 100.00 |       | 100.00    |      |        | 100.00 |           | 100.00 |  | 
|AXA
      Compagnie dAssurances                    |          | 100.00 |       | 100.00    |      |        | 100.00 |           | 100.00 |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 
|Portugal                                            |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Portugal Companhia de Seguros SA          | 99.61    |        | 99.37 |           |      | 99.61  |        | 99.36     |        | 
|AXA
      Portugal Companhia de Seguros de Vida SA  | 95.09    |        | 94.89 |           |      | 95.09  |        | 95.05     |        | 
|                                                    |          |        |       |           |      |        |        |           |        | 
|Morocco                                             |          |        |       |           |      |        |        |           |        |  | 
|AXA
      Assurance Maroc                           |          | 100.00 |       | 51.00     |      |        | 100.00 |           | 51.00  |  | 
|Epargne
      Croissance                            |          | 99.59  |       | 50.79     |      |        | 99.59  |           | 50.79  |  | 
|                                                    |          |        |       |           |      |        |        |           |        |  | 

/F-25



|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|------------------------------------------------------- | ----------- | ------------------ | ------ | --------- | --------- | ------ | ------ | --------- | --------- | ------ |  | 
|                                                        |             |                    | 2003   |           |           | 2002   |        |          
|International Insurance                                 | Change      | Voting             |        | Ownership |           | Voting |        | Ownership |          
|(entities having worldwide activities)                  | in Scope    | rights             |        | interest  |           | rights |        | interest  |          
|                                                        |             |                    |        |           |           |        |        |           |           |        | 
|AXA RE (sub-group) (a)                                  |             | 100.00             |        | 100.00    |           |        | 100.00 |           | 100.00    |        | 
|AXA Corporate Solutions Assurance (sub-group)
      (a) |             | 98.75              |        | 98.75     |           |        | 98.49  |           | 98.49     |        | 
|AXA Cessions (a)                                        |             | 100.00             |        | 100.00    |           |        | 100.00 |           | 99.99     |        | 
|AXA Assistance SA (sub-group)                           |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|English & Scottish                                      |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|Créalux                                                 |             |                    | 100.00 |           | 99.92     |        |        | 100.00    |           | 99.88  |  | 
|Futur Ré                                                |             |                    | 100.00 |           | 98.75     |        |        | 100.00    |           | 98.49  |  | 
|Saint-Georges Ré                                        |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|(a) A part of AXA Corporate Solutions in
      2002.    |             |                    |        |           |           |        |        |           |           |        | 
|                                                        |             |                    |        |           |           |        |        |           |           |        | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    | 2003   |           |           | 2002   |        |          
|Asset Management                                        | Change      | Voting             |        | Ownership |           | Voting |        | Ownership |          
|(entities having worldwide activities)                  | in Scope    | rights             |        | interest  |           | rights |        | interest  |          
|                                                        |             |                    |        |           |           |        |        |           |           |        | 
|AXA Investment Managers (sub-group)                     |             | 95.61              |        | 93.23     |           |        | 95.56  |           | 93.11     |        | 
|Alliance Capital (sub-group)                            |             | 55.51              |        | 55.51     |           |        | 55.72  |           | 55.72     |        | 
|National Mutual Funds Management (sub-group)            |             | 100.00             |        | 51.66     |           |        | 100.00 |           | 51.66     |        | 
|                                                        |             |                    |        |           |           |        |        |           |           |        | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|                                                        |             |                    | 2003   |           |           | 2002   |        |          
|                                                        |             | Change             | Voting |           | Ownership |        | Voting |           | Ownership |       
|Financial Services                                      |             | in Scope           | rights |           | interest  |        | rights |           | interest  |       
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|France                                                  |             |                    |        |           |           |        |        |           |           |        |  | 
|AXA
      Banque                                        |             |                    | 100.00 |           | 99.92     |        |        | 100.00    |           | 99.98  |  | 
|AXA
      Crédit                                        |             |                    | 65.00  |           | 64.95     |        |        | 65.00     |           | 64.99  |  | 
|Colisée
      Suresnes                                  | Transfer to | SCI Vendôme Tridor |       |           |          |        |        | 96.33     |           | 96.30  |  | 
|Compagnie
      Financière de Paris                     |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|Holding
      Soffim                                    |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|Sofapi                                                  |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|Sofinad                                                 |             |                    | 100.00 |           | 100.00    |        |        | 100.00    |           | 100.00 |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|Germany                                                 |             |                    |        |           |           |        |        |           |           |        |  | 
|AXA
      Vorsorgebank                                  |             |                    | 100.00 |           | 91.05     |        |        | 100.00    |           | 90.17  |  | 
|AXA
      Bausparkasse AG                               |             |                    | 99.69  |           | 90.77     |        |        | 99.69     |           | 89.89  |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|Belgium                                                 |             |                    |        |           |           |        |        |           |           |        |  | 
|AXA
      Bank Belgium                                  |             |                    | 100.00 |           | 99.92     |        |        | 100.00    |           | 99.88  |  | 
|IPPA
      Vastgoed                                     |             |                    | 100.00 |           | 99.92     |        |        | 100.00    |           | 99.88  |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 
|Hungary                                                 |             |                    |        |           |           |        |        |           |           |        |  | 
|AXA
      Biztosito Pension Fund                        |             | Disposal           |       |           |          |        |        | 100.00    |           | 90.17  |  | 
|                                                        |             |                    |        |           |           |        |        |           |           |        |  | 

/F-26



PROPORTIONALLY
  CONSOLIDATED COMPANIES

|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|--------------------------------------------------------- | ------------- |  | ------ |  | --------- |  | ------ | ------ | --------- | ------ |  | 
|                                                          |               |  | 2003   |  | 2002      | 
|Life & Savings                                            | Change        |  | Voting |  | Ownership |  | Voting |        | Ownership |       
|and Property & Casualty                                   | in Scope      |  | rights |  | interest  |  | rights |        | interest  |       
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|France                                                    |               |  |        |  |           |  |        |        |           |        |  | 
|Natio
      Assurances                                    |               |  | 50.00  |  | 49.96     |  |        | 50.00  |           | 49.96  |  | 
|NSM
      Vie                                             |               |  | 40.30  |  | 40.30     |  |        | 40.07  |           | 40.07  |  | 
|Vendôme
      Haussmann                                   | Entry in 2003 |  | 50.00  |  | 42.70     |  |        |       |           |       |  | 
|Fonds
      immobiliers Paris Office Funds                |               |  | 50.00  |  | 49.91     |  |        | 50.00  |           | 49.89  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|Belgium                                                   |               |  |        |  |           |  |        |        |           |        |  | 
|Assurances
      de la Poste                              |               |  | 50.00  |  | 49.96     |  |        | 50.00  |           | 49.94  |  | 
|Assurances
      de la Poste Vie                          |               |  | 50.00  |  | 49.96     |  |        | 50.00  |           | 49.94  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|INVESTMENTS IN AFFILIATED COMPANIES (EQUITY
      METHOD)
|                                                          |               |  |        | 
|                                                          |               |  |        | 
|                                                          |               |  | 2003   |  | 2002      | 
|                                                          | Change        |  | Voting |  | Ownership |  | Voting |        | Ownership |       
|Financial Services                                        | in Scope      |  | rights |  | interest  |  | rights |        | interest  |       
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|France                                                    |               |  |        |  |           |  |        |        |           |        |  | 
|Compagnie
      Financière de Paris Crédit                | 2002 (a)      |  | 100.00 |  | 100.00    |  |        | 100.00 |           | 100.00 |  | 
|Argovie                                                   | 2002 (a)      |  | 94.47  |  | 94.25     |  |        | 94.03  |           | 93.46  |  | 
|Banque
      de Marchés et dArbitrages                   |               |  | 27.71  |  | 27.70     |  |        | 27.71  |           | 27.70  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|Germany                                                   |               |  |        |  |           |  |        |        |           |        |  | 
|Colonia
      Re (General Re J.V.)                        | Disposal      |  |       |  |          |  |        | 49.90  |           | 44.99  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|Asia / Pacific                                            |               |  |        |  |           |  |        |        |           |        |  | 
|AXA
      General Insurance Hong Kong Ltd                 | 2002 (a)      |  | 100.00 |  | 100.00    |  |        | 100.00 |           | 100.00 |  | 
|AXA
      Insurance Investment Holding                    | 2002 (a)      |  | 100.00 |  | 100.00    |  |        | 100.00 |           | 100.00 |  | 
|AXA
      Insurance Hong Kong Ltd                         | 2002 (a)      |  | 100.00 |  | 100.00    |  |        | 100.00 |           | 100.00 |  | 
|AXA
      Insurance Singapore                             | 2002 (a)      |  | 100.00 |  | 100.00    |  |        | 100.00 |           | 100.00 |  | 
|National
      Mutual Home Loans                          |               |  |        |  |           |  |        |        |           |        |  | 
|Origination
      Fund No. 1                              |               |  | 100.00 |  | 51.66     |  |        | 100.00 |           | 51.66  |  | 
|Members
      Equity Pty Ltd                              | Disposal      |  |       |  |          |  |        | 50.00  |           | 25.83  |  | 
|Ticor                                                     |               |  | 28.62  |  | 14.98     |  |        | 28.62  |           | 14.98  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|Spain                                                     |               |  |        |  |           |  |        |        |           |        |  | 
|Hilo
      Direct SA de Seguros y Reaseguros              | 2002 (a)      |  | 50.00  |  | 50.00     |  |        | 50.00  |           | 50.00  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 
|Turkey                                                    |               |  |        |  |           |  |        |        |           |        |  | 
|AXA
      Oyak Holding AS                                 | 2002          |  | 50.00  |  | 50.00     |  |        | 50.00  |           | 50.00  |  | 
|AXA
      Oyak Hayat Sigorta AS                           | 2002 (a)      |  | 100.00 |  | 50.00     |  |        | 100.00 |           | 50.00  |  | 
|AXA
      Oyak Sigorta AS                                 | 2002          |  | 70.91  |  | 35.45     |  |        | 70.91  |           | 35.45  |  | 
|                                                          |               |  |        |  |           |  |        |        |           |        |  | 

|(a) | AXA entities have more than a 50% ownership in those companies.
      These entities are accounted for under the equity method of accounting since
      January 1, 2002, as their contribution to revenues income, and net assets
      was not significant to the Group.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-27



4. Business
  Combinations

GOODWILL

An analysis of goodwill by principal acquisition and by segment is presented in the table below.

|                                                         |         |  |         |  |         | 
|-------------------------------------------------------- | ------- |  | ------- |  | ------- | 
|(in euro millions)                                       | 2003    |  | 2002    |  | 2001    | 
|                                                         |         |  |         |  |         | 
|Gross amount of goodwill, at January
      1,            | 17,490  |  | 18,273  |  | 17,417  | 
|Accumulated amortization, at January 1,                  | (3,083) |  | (2,394) |  | (1,552) | 
|                                                         |         |  |         |  |         | 
|Net carrying value, at January 1,                        | 14,407  |  | 15,879  |  | 15,865  | 
|                                                         |         |  |         |  |         | 
|Goodwill arising from new acquisition                    | 18      |  | 159     |  | 584     | 
|Goodwill amortization in the period                      | (844)   |  | (879)   |  | (789)   | 
|Other variation (excluding foreign exchange)             | (31)    |  | 142     |  | 185     | 
|Foreign exchange translation adjustments                 | (676)   |  | (895)   |  | 34      | 
|                                                         |         |  |         |  |         | 
|Net carrying value, at December 31,                      | 12,874  |  | 14,407  |  | 15,879  | 
|                                                         |         |  |         |  |         | 
|Accumulated amortization, at December 31,                | 3,686   |  | 3,083   |  | 2,394   | 
|                                                         |         |  |         |  |         | 
|Gross amount of goodwill, at December
      31,          | 16,561  |  | 17,490  |  | 18,273  | 
|                                                         |         |  |         |  |         | 
|                                                         |         |  |         |  |         | 
|                                                         |         |  |         |  |         | 
|                                                         |         |  |         |  |         | 
|                                                         |         |  |         |  |         | 
|                                                         |         |  |         |  |         | 
|Net carrying value analysed by reportable
      segment: |         |  |         |  |         | 
|Life & Savings                                           | 7,041   |  | 7,758   |  | 8,171   | 
|Property & Casualty                                      | 2,076   |  | 2,061   |  | 2,168   | 
|International Insurance                                  | 15      |  | 16      |  | 48      | 
|Asset Management                                         | 3,668   |  | 4,497   |  | 5,412   | 
|Other                                                    | 74      |  | 76      |  | 79      | 
|                                                         |         |  |         |  |         | 
|Net carrying value, at December 31,                      | 12,874  |  | 14,407  |  | 15,879  | 
|                                                         |         |  |         |  |         | 

SIGNIFICANT ACQUISITIONS IN 2003

No significant acquisitions undertaken in 2003.

SIGNIFICANT ACQUISITIONS IN 2002

No significant acquisitions undertaken in 2002.

SIGNIFICANT ACQUISITIONS IN 2001

AXA UK (2001) - Financial reorganisation of AXA Equity & Law

In July 2000, AXA Equity & Law proposed a plan for its financial reorganization (the Plan) to its eligible participating (With-Profit) policyholders. The Plan addressed principally the attribution of the inherited estate (assets in excess of the amount required to meet the policyholders reasonable expectations) held in the With-Profit fund of AXA Equity & Law. Approximately 74% of eligible policyholders (by policy value) elected in favor of the Plan. In December 2000,

/F-28



the Plan was approved by the High Court of Justice in the United Kingdom and it became irrevocable in January 2001. The Plan took effect on April 1, 2001, at which date the Inherited Estate had a fair value of £1.7 billion (2.7 billion). In July 2001, AXA Equity & Law made a second and final proposal, with terms similar to the original proposal, to the remaining eligible policyholders who did not elect at the first opportunity in 2000. The Plan was finally approved by a total of approximately 87% of all With-Profit policyholders, representing 91% of the eligible policyholders by value. As part of the Plan, a reorganization bonus of £250 million (397 million) had been allocated to all With-Profit policy-holders from the Inherited Estate, payable upon surrender, maturity or death.

The
  French GAAP carrying value of the Inherited Estate amounted to £958 million
  (1.5
  billion) after deducting (i) the reorganization bonus of £250 million
  (397
  million), (ii) approximately £600 million (954
  million) of unrealized capital gains and (iii) certain other adjustments to
  comply with French GAAP. This Inherited Estate has been attributed as follows:
  (i) £777 million (1,235
  million) to AXA and (ii) £181 million (288
  million) remaining in the participating (With-Profit) fund. According
  to the terms and conditions of the Plan, the portion of the Inherited Estate
  attributed to AXA, along with the non-participating insurance business, was
  transferred out of the participating (With-Profit) fund into separate legal
  non-participating funds in which 100% of the operating results will accrue to
  AXA in future periods. As a result of this operation, AXA acquired a portion
  of the surplus assets held in the participating (With-Profit) fund and related
  future benefits based on the percentage of policyholders who elected in favor
  of the plan. This acquisition was effectuated by the payment of an incentive
  bonus of approximately £260 million plus £18 million of direct expenses
  associated with the transaction (or approximately451
  million in the aggregate using the average £/ exchange
  rate for the period).

This
  total cost is accounted for as goodwill and is being amortized over a remaining
  useful life of 27 years. The net book value of this goodwill at December 31,
  2003 was361
  million, and the annual goodwill amortization charge was  14
  million in 2003 (2002:15
  million, and 2001:11
  million, as the effective date of the transaction was April 1, 2001).

AXA Financial  buyout of minority interests (40%)

On January 2, 2001 and in connection with the exchange offer to the minority shareholders in AXA Financial (i) AXA Merger Corp. (a wholly-owned subsidiary of AXA created to effectuate the transaction) was merged with and into AXA Financial, (ii) the remaining shares of AXA Financial common stock outstanding were converted into the right to receive $35.75 in cash (without interest) and 0.295 of an AXA ADS, and (iii) AXA Financial became a wholly owned subsidiary of AXA and, consequently, 19.7 million ordinary shares were issued in connection with the merger thereby increasing shareholders equity by737 million.

ANALYSIS
  OF GOODWILL AMORTIZATION

|                                           |                          |  |       |  |       | 
|------------------------------------------ | ------------------------ |  | ----- |  | ----- | 
|                                           | Years ended December 31, | 
|(in euro millions)                         | 2003                     |  | 2002  |  | 2001  | 
|                                           |                          |  |       |  |       | 
|Goodwill on consolidated entities          | (844)                    |  | (879) |  | (789) | 
|Negative goodwill on consolidated entities |                         |  | 1     |  | 1     | 
|                                           |                          |  |       |  |       | 
|TOTAL AMORTIZATION OF GOODWILL (NET)       | (844)                    |  | (877) |  | (788) | 
|                                           |                          |  |       |  |       | 

At
  December 31, 2003, accumulated amortization on goodwill totaled3,686
  million (2002:3,083
  million, 2001:  2,394
  million).

/F-29



GOODWILL CHARGED DIRECTLY TO RETAINED EARNINGS AND RESERVES

At December 31,
  2003, goodwill (net of notional amortization) recorded in retained earnings
  and reserves totaled 3,547
  million (2002:3,882
  million net and 2001:4,038
  million net). Gross goodwill was4,432
  million. The notional amortization in 2003 was337
  million and included11
  million for Royale Belge,234
  million for UAP (of which  181
  million relating to the release of a deferred tax provision booked when acquiring
  German activities in 1997) and  92
  million for AXA Financial.

As of January 1, 2001, goodwill can no longer be charged directly against shareholders equity.

The value of purchased life business in force on a consolidated basis and by product type, including the changes thereto, are as follows:

|                                        |                          |  |       |  |       | 
|--------------------------------------- | ------------------------ |  | ----- |  | ----- | 
|                                        | Years ended December 31, | 
|(in euro millions)                      | 2003                     |  | 2002  |  | 2001  | 
|                                        |                          |  |       |  |       | 
|Balance beginning of year               | 3,224                    |  | 3,739 |  | 3,724 | 
|                                        |                          |  |       |  |       | 
|Additions                               |                         |  |      |  | 466   | 
|Interest accrued                        | 162                      |  | 150   |  | 210   | 
|Amortization expense                    | (388)                    |  | (395) |  | (531) | 
|Impact of foreign currency fluctuations | (183)                    |  | (263) |  | (150) | 
|Other                                   | (0)                      |  | (7)   |  | 20    | 
|                                        |                          |  |       |  |       | 
|BALANCE END OF YEAR                     | 2,814                    |  | 3,224 |  | 3,739 | 
|                                        |                          |  |       |  |       | 



|                                       |       |       | 
|-------------------------------------- | ----- | ----- | 
|Total by contract type:                |       |       | 
|                                       |       |       | 
| Life contracts (including endowment) | Gross | 1,787 | 
|                                       |       |       | 
|                                       | Net   | 1,246 | 
|                                       |       |       | 
| Retirement, annuity, investment      | Gross | 1,692 | 
|                                       |       |       | 
|                                       | Net   | 1,196 | 
|                                       |       |       | 
| Health                               | Gross | 600   | 
|                                       |       |       | 
|                                       | Net   | 372   | 
|                                       |       |       | 

At December 31, 2003, the value of purchased Life insurance business in force (resulting from business acquisitions) totaled2,814 million. In 2001, and in connection with financial reorganization plan of AXA Equity & Law (UK Life & Savings subsidiary), see note 4 Business Combinations, the unit-linked business was transferred from a participating With-Profit fund to a non-participating fund. As a result of this transfer, VBI of466 million was recorded.

Amortization of the value of purchased Life insurance business in force, net of accrued interest, was226 million in 2003, and is expected to be212 million in 2004,189 million in 2005,190 million in 2006,182 million in 2007 and2,041 million thereafter. This amortization pattern has been determined based on expected profits emerging over the contract period, and is subject to annual recoverability testing.

/F-30



6.
  Investments

DETERMINING
  FAIR VALUE

The basis for determining the fair value of investments is as follows:

For publicly tradedfixed maturities and equity investments,estimated fair value is determined using quoted market prices at date of valuation andunlisted securitiesare valued based on quoted market prices of comparable securities, pricing models or other similar valuation techniques.

Real estate investmentsare subject to periodic valuations conducted by qualified external appraisers based on local legal requirements. Such expert valuations are reviewed with reference to current market conditions and are based on a number of techniques including comparative studies and capitalization of income.

Fair values ofmortgage, policy and other loansare estimated by discounting future contractual cash flows using interest rates at which loans with similar characteristics and credit quality would be originated. Fair values of mortgage loans on real estate in the process of foreclosure and non-performing mortgages and other loans are limited to the estimated fair value of the underlying collateral, if lower than the estimated discounted cash flows.

In other cases, the fair value is estimated based on financial and other information available in the market, including reference to quoted prices for similar securities, or estimated discounted cash flows, including an element of premium risk.

The estimated fair value does not take into account supplemental charges or a reduction due to selling costs that may be incurred, nor the tax impact of realizing the unrealized capital gains and losses.

The difference between the net carrying value and the estimated fair value represents the unrealized gains or losses. Upon disposal of the investment, the realized investment gains and losses included in AXAs consolidated operations result may be impacted by the allocation to participating life insurance contracts (as a change in future policy benefits), minority interests and tax.

The method of determining fair value may not correspond to the actual price realized when the investment is sold either in a block (with other similar investments rather than individually) or due to the actual tax impact on the realization of unrealized gains and losses when the investment is sold.

/F-31



INVESTMENTS FROM INSURANCE AND NON INSURANCE ACTIVITIES

|                                           |                      |  |                  |  |          |  |          |  |          | 
|------------------------------------------ | -------------------- |  | ---------------- |  | -------- |  | -------- |  | -------- | 
|                                           | December 31, 2003    | 
|                                           | Insurance activities |  | Other activities |  | TOTAL    | 
|                                           |                      |  |                  |  |          |  |          |  |          | 
|                                           | Gross                |  | Net              |  |          |  | Gross    |  | Net      | 
|                                           | carrying             |  | carrying         |  | Fair     |  | carrying |  | carrying | 
|(in euro millions)                         | value                |  | value            |  | value(a) |  | value    |  | value    | 
|                                           |                      |  |                  |  |          |  |          |  |          | 
| Equity securities and holdings in equity |                      |  |                  |  |          |  |          |  |          | 
|security-based mutual funds                |                     |  | 24,744           |  | 24,906   |  |         |  | 541      | 
| Equity holdings in fixed                 |                      |  |                  |  |          |  |          |  |          | 
|maturity-based mutual funds                |                     |  | 19,883           |  | 20,165   |  |         |  | 21       | 
| Other mutual funds                       |                     |  | 17,197           |  | 16,169   |  |         |  | 14       | 
|Equity securities and holdings             |                      |  |                  |  |          |  |          |  |          | 
|in mutual funds                            | 65,122               |  | 61,823           |  | 61,240   |  | 612      |  | 576      | 
|Fixed maturities                           | 149,814              |  | 147,811          |  | 156,032  |  | 6,598    |  | 6,594    | 
|Real estate                                | 12,789               |  | 11,727           |  | 13,982   |  | 32       |  | 32       | 
|Mortgages, policy and other loans          | 17,122               |  | 17,009           |  | 17,591   |  | 268      |  | 239      | 
|                                           |                      |  |                  |  |          |  |          |  |          | 
|Invested assets excluding investments      |                      |  |                  |  |          |  |          |  |          | 
|in participating interests                 | 244,847              |  | 238,370          |  | 248,846  |  | 7,509    |  | 7,441    | 
| Of which listed                          |                     |  | 166,030          |  | 174,002  |  |         |  | 7,011    | 
| Of which non listed                      |                     |  | 72,340           |  | 74,843   |  |         |  | 430      | 
|                                           |                      |  |                  |  |          |  |          |  |          | 
|Investments in participating interests     | 2,955                |  | 2,797            |  | 3,565    |  | 697      |  | 659      | 
|                                           |                      |  |                  |  |          |  |          |  |          | 
|TOTAL INVESTED ASSETS                      | 247,802              |  | 241,167          |  | 252,410  |  | 8,206    |  | 8,100    | 
| Life & Savings                           | 209,170              |  | 204,350          |  | 214,027  |  |          |  |          | 
| Property & Casualty                      | 31,701               |  | 30,154           |  | 31,468   |  |          |  |          | 
| International Insurance                  | 6,931                |  | 6,663            |  | 6,915    |  |          |  |          | 
|                                           |                      |  |                  |  |          |  |          |  |          | 

|(a) | The realization of unrealized gains and losses upon disposal
      of the investments may give rise to an allocation to participating insurance
      contracts, minority interests and tax.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-32



|                                       |                      |  |                  |  |          |  |          |  |          | 
|-------------------------------------- | -------------------- |  | ---------------- |  | -------- |  | -------- |  | -------- | 
|                                       | December 31, 2002    | 
|                                       | Insurance activities |  | Other activities |  | TOTAL    | 
|                                       |                      |  |                  |  |          |  |          |  |          | 
|                                       | Gross                |  | Net              |  |          |  | Gross    |  | Net      | 
|                                       | carrying             |  | carrying         |  | Fair     |  | carrying |  | carrying | 
|(in euro millions)                     | value                |  | value            |  | value(a) |  | value    |  | value    | 
|                                       |                      |  |                  |  |          |  |          |  |          | 
| Equity securities and holdings       |                      |  |                  |  |          |  |          |  |          | 
|in equity security-based mutual funds  |                     |  | 26,006           |  | 23,712   |  |         |  | 377      | 
| Equity holdings in fixed             |                      |  |                  |  |          |  |          |  |          | 
|maturity-based mutual funds            |                     |  | 16,526           |  | 16,444   |  |         |  | 40       | 
| Other mutual funds                   |                     |  | 14,771           |  | 11,892   |  |         |  | 4        | 
|Equity securities and holdings         |                      |  |                  |  |          |  |          |  |          | 
|in mutual funds                        | 59,349               |  | 57,303           |  | 52,048   |  | 455      |  | 421      | 
|Fixed maturities                       | 149,640              |  | 147,750          |  | 156,412  |  | 7,367    |  | 7,364    | 
|Real estate                            | 13,899               |  | 12,714           |  | 14,932   |  | 247      |  | 214      | 
|Mortgages, policy and other loans      | 18,362               |  | 18,265           |  | 19,004   |  | 226      |  | 170      | 
|                                       |                      |  |                  |  |          |  |          |  |          | 
|Invested assets excluding investments  |                      |  |                  |  |          |  |          |  |          | 
|in participating interests             | 241,250              |  | 236,032          |  | 242,396  |  | 8,295    |  | 8,170    | 
| Of which listed                      |                     |  | 167,436          |  | 171,552  |  |         |  | 7,665    | 
| Of which non listed                  |                     |  | 68,596           |  | 70,843   |  |         |  | 505      | 
|                                       |                      |  |                  |  |          |  |          |  |          | 
|Investments in participating interests | 3,984                |  | 3,784            |  | 4,166    |  | 842      |  | 854      | 
|                                       |                      |  |                  |  |          |  |          |  |          | 
|TOTAL INVESTED ASSETS                  | 245,235              |  | 239,816          |  | 246,562  |  | 9,138    |  | 9,024    | 
| Life & Savings                       | 208,151              |  | 204,359          |  | 210,806  |  |          |  |          | 
| Property & Casualty                  | 29,841               |  | 28,439           |  | 28,585   |  |          |  |          | 
| International Insurance              | 7,244                |  | 7,018            |  | 7,172    |  |          |  |          | 
|                                       |                      |  |                  |  |          |  |          |  |          | 

|(a) | The realization of unrealized gains and losses upon disposal
      of the investments may give rise to an allocation to participating insurance
      contracts, minority interests and tax.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-33



ANALYSIS OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|--------------------------------------------- | -------------------- |  | ------------ | ------- | ---------- | ------- | ---------------- | -------------- | ---------------- |  | ------- |  | 
|                                              | At December 31, 2003 |  |             
|                                              |                      |  |              |         |            |         |                  | Consisting of: |                  | 
|                                              | Amortized or         |  | Net carrying |         |            |         | Gross unrealized |                | Gross unrealized | 
|(in euro millions)                            | historical cost      |  | value        |         | Fair value |         | gains(a) (b)     |                | losses(a) (b)    | 
|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|Fixed Maturities:                             |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|French
      government                       | 24,232               |  |              | 24,232  |            | 26,909  |                  | 2,848          |                  |  | (171)   |  | 
|Foreign
      governments                     | 40,076               |  |              | 39,930  |            | 41,869  |                  | 1,985          |                  |  | (46)    |  | 
|Other
      local governments and agencies    | 4,304                |  |              | 4,202   |            | 4,409   |                  | 212            |                  |  | (5)     |  | 
|Government-controlled
      corporations      | 10,343               |  |              | 10,332  |            | 10,945  |                  | 632            |                  |  | (19)    |  | 
|Non-government
      controlled corporations  | 48,025               |  |              | 47,748  |            | 50,310  |                  | 2,667          |                  |  | (105)   |  | 
|Mortgage-backed
      securities              | 8,464                |  |              | 8,462   |            | 8,620   |                  | 175            |                  |  | (17)    |  | 
|Other                                         | 1,935                |  |              | 1,935   |            | 2,080   |                  | 153            |                  |  | (8)     |  | 
|Held to maturity and available
      for sale | 137,379              |  |              | 136,840 |            | 145,142 |                  | 8,672          |                  |  | (370)   |  | 
|Allocated to UK With-Profit business trading  |                      |  |              |         | 14,989     |         |                  |                |                  |  |         | 
|Other trading securities                      |                      |  |              |         | 2,575      |         |                  |                |                  |  |         | 
|Total fixed maturities                        |                      |  |              |         |            | 162,707 |                  |                |                  |  |         |  | 
|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|Equity investments                            |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|(including holdings in mutual funds)          |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|Available for sale                            | 54,974               |  |              | 51,639  |            | 51,097  |                  | 2,182          |                  |  | (2,723) |  | 
|Allocated to UK with-profits business trading |                      |  |              |         | 9,486      |         |                  |                |                  |  |         | 
|Other trading securities                      |                      |  |              |         | 1,274      |         |                  |                |                  |  |         | 
|Total equity investments                      |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|(including holdings in mutual funds)          |                      |  |              |         |            | 61,857  |                  |                |                  |  |         |  | 
|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|Investment in participating interests         |                      |  |              |         |            | 4,219   |                  |                |                  |  |         |  | 
|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 
|TOTAL                                         |                      |  |              |         |            | 228,783 |                  |                |                  |  |         |  | 
|                                              |                      |  |              |         |            |         |                  |                |                  |  |         |  | 

|(a) | The realization of unrealized gains and losses upon disposal
      of the investments may give rise to an allocation to participating insurance
      contracts, minority interests and tax.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Unrealized gains and losses are presented net of valuation
      allowance.                                                                                                                 

/F-34



|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 
|--------------------------------------------- | -------------------- |  | ------------ |  | ---------- |  | ---------------- |  | ---------------- | ------- |  | 
|                                              | At December 31, 2002 | 
|                                              |                      |  |              |  |            |  | Consisting of:   |  |                 
|                                              | Amortized or         |  | Net carrying |  |            |  | Gross unrealized |  | Gross unrealized |        
|(in euro millions)                            | historical cost      |  | value        |  | Fair value |  | gains(a) (b)     |  | losses(a) (b)    |        
|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 
|Fixed Maturities:                             |                      |  |              |  |            |  |                  |  |                  |         |  | 
|French
      government                       | 24,437               |  | 24,436       |  | 27,170     |  | 2,878            |  |                  | (145)   |  | 
|Foreign
      governments                     | 41,499               |  | 41,458       |  | 43,758     |  | 2,357            |  |                  | (57)    |  | 
|Other
      local governments and agencies    | 4,999                |  | 4,992        |  | 5,336      |  | 380              |  |                  | (36)    |  | 
|Government-controlled
      corporations      | 10,944               |  | 10,878       |  | 11,490     |  | 667              |  |                  | (54)    |  | 
|Non-government
      controlled corporations  | 48,382               |  | 47,939       |  | 50,323     |  | 2,767            |  |                  | (383)   |  | 
|Mortgage-backed
      securities              | 5,863                |  | 5,863        |  | 6,175      |  | 319              |  |                  | (6)     |  | 
|Other                                         | 2,143                |  | 2,124        |  | 2,295      |  | 227              |  |                  | (56)    |  | 
|Held to maturity and available
      for sale | 138,265              |  | 137,688      |  | 146,546    |  | 9,595            |  |                  | (738)   |  | 
|Allocated to UK With-Profit business trading  |                      |  |              |  | 15,362     |  |                  |  |                  |         |  | 
|Other trading securities                      |                      |  |              |  | 2,065      |  |                  |  |                  |         |  | 
|Total fixed maturities                        |                      |  |              |  | 163,972    |  |                  |  |                  |         |  | 
|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 
|Equity investments                            |                      |  |              |  |            |  |                  |  |                  |         |  | 
|(including holdings in mutual funds)          |                      |  |              |  |            |  |                  |  |                  |         |  | 
|Available for sale                            | 48,332               |  | 46,253       |  | 41,024     |  | 1,561            |  |                  | (6,790) |  | 
|Allocated to UK With-Profit business trading  |                      |  |              |  | 10,342     |  |                  |  |                  |         |  | 
|Other trading securities                      |                      |  |              |  | 1,130      |  |                  |  |                  |         |  | 
|Total equity investments                      |                      |  |              |  |            |  |                  |  |                  |         |  | 
|(including holdings in mutual funds)          |                      |  |              |  | 52,495     |  |                  |  |                  |         |  | 
|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 
|Investment in participating interests         |                      |  |              |  | 5,029      |  |                  |  |                  |         |  | 
|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 
|TOTAL                                         |                      |  |              |  | 221,497    |  |                  |  |                  |         |  | 
|                                              |                      |  |              |  |            |  |                  |  |                  |         |  | 

|(a) | The realization of unrealized gains and losses upon disposal
      of the investments may give rise to an allocation to participating insurance
      contracts, minority interests and tax.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Unrealized gains and losses are presented net of impairment.                                                                                                                                

At December 31, 2003, the amortized cost and fair value of fixed maturity securities classified as available for-sale (that is excluding UK With-Profit fixed maturities and other fixed maturities trading securities) totaled135,084 million and142,616 million, respectively (2002:135,913 million and143,978 million, respectively).

For the year ended December 31, 2003, the proceeds from the sales of fixed maturity securities classified as available for sale totaled40,133 million, resulting in gross realized gains of12,997 million and gross realized losses of13,414 million (2002:40,802 million,9,146 million, and7,263 million respectively).

At December 31, 2003, the historical cost and fair value of equity securities classified as available for-sale (that is excluding UK With-Profit equity securities and other trading securities) totaled54,974 million and51,097 million, respectively.

For the year ended December 31, 2003, the proceeds from the sales of equity securities classified as available for sale totaled14,641 million, resulting in gross realized gains of1,153 million and gross realized losses of652 million.

/F-35



INSURANCE RELATED ASSETS (EXCLUDING SEPARATE ACCOUNTS ASSETS)

In respect of AXAs consolidated holdings in fixed maturity and equity securities other than separate accounts (unit-linked) assets, the breakdown of these investments by industry sector were as follows:

|                                |                 |  |      | 
|------------------------------- | --------------- |  | ---- | 
|                                | At December 31, | 
|Industry Sector Beakdown        | 2003            |  | 2002 | 
|                                |                 |  |      | 
|Financial Services              | 21%             |  | 20%  | 
|Manufacturing / Pharmaceuticals | 6%              |  | 7%   | 
|Utilities                       | 4%              |  | 4%   | 
|Technology & Telecommunications | 3%              |  | 4%   | 
|Government institutions         | 36%             |  | 35%  | 
|Other Direct holdings           | 19%             |  | 21%  | 
|Investment in mutual funds      | 11%             |  | 9%   | 
|                                |                 |  |      | 
|TOTAL                           | 100%            |  | 100% | 
|                                |                 |  |      | 

At December 31, 2003, AXA did not have any equity and / or fixed maturity investment in any one issuer that was in aggregate 10% or more of AXAs total shareholders equity, or2,340 million.

Based on insurance-related invested assets, AXAsfixed maturity and equity investmentsare predominantly publicly traded. In respect of these investments, 84% (versus 85% in 2002) of the fixed maturity investments and 90% (versus 91% in 2002) of the equity investments are held by AXAs principal insurance operations in France, the United States, the United Kingdom, Germany, Belgium and Japan. More specifically, the insurance-related invested assets backing the insurance liabilities in these operations were predominantly holdings in domestic investments, or in the local currency of the liabilities. In Japan, the allocation is more diversified.

CONTRACTUAL MATURITIES OF FIXED MATURITY SECURITIES CLASSIFIED AS EITHER HELD TO MATURITY OR AVAILABLE FOR SALE

Maturity information for fixed maturity investments classified as either held-to-maturity or available-for-sale is presented in the table below. Fixed maturities not due at a single maturity date have been included in the table below in the year of final maturity. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

|                                       |           |  |            | 
|-------------------------------------- | --------- |  | ---------- | 
|At December 31, 2003                   | Amortized |  | Estimated  | 
|(in euro millions)                     | Cost      |  | Fair value | 
|                                       |           |  |            | 
|Due in one year or less                | 8,916     |  | 9,402      | 
|Due after one year through five years  | 40,871    |  | 42,266     | 
|Due after five years through ten years | 39,939    |  | 42,932     | 
|Due after ten years                    | 43,433    |  | 46,170     | 
|Other                                  | 4,220     |  | 4,372      | 
|                                       |           |  |            | 
|TOTAL(a)                               | 137,379   |  | 145,142    | 
|                                       |           |  |            | 

(a) Fixed maturities classified as available-for-sale represented 98% of total, based on amortized cost as at December 31, 2003.

/F-36



TREASURY SHARES

At December 31, 2003, the number of AXA ordinary shares held by AXA (the Company) or its subsidiaries (treasury shares) totaled 29,6 million (or a slight decrease of 0.9 million compared to December 31, 2002). At December 31, 2003, the carrying value of such shares was473 million, representing 1.8% of outstanding ordinary shares, (2002: 30.5 millions,487 million, and 1.7%; 2001: 30.5 million,489 million, and 1.7% respectively). The treasury shares held at December 31, 2003 are principally intended to cover the potential ordinary shares to be issued upon exercise of share options in AXA ordinary shares in the form of AXA ADSs.

In 2003, AXA sold 1.3 million treasury shares, realizing a capital gain of1 million (2002 and 2001: nil, and acquired 0.4 million shares).

INVESTMENTS IN PARTICIPATING INTERESTS

The following table sets forth an analysis of investments in entities in which a participating interest exists.

|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|------------------------------- | ----------------- | --- | ----- | --- | ------------- |  | ---------- | ---------------- | ---- | ------ | -------- | ---------- | --------- | ------
|                                | December 31, 2003 |    
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|                                | Net               |     |       |     |               |  |            | Last fiscal year |      | Fiscal |          | Percentage |          
|                                | carrying          |     | Fair  |     | Shareholders |  | net income |                  | year |        | of       |           
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|(in euro millions)              | value             |     | value |     | equity        |  | Amount     |                  | Year |        | end      |            | ownership |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Listed companies:               |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|BNP Paribas                     | 1,581             |     | 2,344 |     | 24,560        |  |            | 3,761            |      | 2003   |          | 12/31/03   |           | 5.1%  
|Schneider                       | 64                |     | 80    |     | 7,226         |  |            | 433              |      | 2003   |          | 12/31/03   |           | 0.7%  
|Banque Commerciale du Maroc 145 |                   | 144 |       | 554 |               |  | 6          |                  | 2002 |        | 12/31/02 |            | 10.2%     |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Unlisted companies:             |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Lor Patrimoine                  | 53                |     | 53    |     | 53            |  |            | 0                |      | 2003   |          | 12/31/03   |           | 100.0%
|SGCI                            | 87                |     | 87    |     | 58            |  |            | 10               |      | 2003   |          | 12/31/03   |           | 100.0%
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Subtotal                        | 1,929             |     | 2,709 |     |               |  |            |                  |      |        |          |            |           |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Investment holdings under       |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|50 million each (a)            | 1,527             |     | 1,510 |     |               |  |            |                  |      |        |          |            |           |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|TOTAL for year ended            |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|December 31, 2003               | 3,456             |     | 4,219 |     |               |  |            |                  |      |        |          |            |           |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|Of which:                       |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
| Held by insurance             |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|companies                       | 2,797             |     | 3,565 |     |               |  |            |                  |      |        |          |            |           |       
| Held by non-insurance         |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       
|companies                       | 659               |     | 654   |     |               |  |            |                  |      |        |          |            |           |       
|                                |                   |     |       |     |               |  |            |                  |      |        |          |            |           |       

|(a) | The stake in Millenium Entertainment Partners
      is now included in the Investment holdings under50
      million each caption. The net book value of this stake at December
      31, 2003 was44 million.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-37



|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|------------------------------- | ----------------- |  | ----- |  | ------------- |  | ---------- | ---------------- | ---- | ------ | --- | ---------- | --------- | ------
|                                | December 31, 2002 | 
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                | Net               |  |       |  |               |  |            | Last fiscal year |      | Fiscal |     | Percentage |          
|                                | carrying          |  | Fair  |  | Shareholders |  | net income |                  | year |        | of  |           
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|(in euro millions)              | value             |  | value |  | equity        |  | Amount     |                  | Year |        | end |            | ownership |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Listed companies:               |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Banque Commerciale du Maroc     | 115               |  | 90    |  | 567           |  |            | 84               |      | 2001   |     | 12/31/01   |           | 10.6% 
|BNP Paribas                     | 1,585             |  | 1,801 |  | 25,400        |  |            | 3,295            |      | 2002   |     | 12/31/02   |           | 5.2%  
|Crédit Lyonnais                 | 498               |  | 956   |  | 9,207         |  |            | 853              |      | 2002   |     | 12/31/02   |           | 5.1%  
|Schneider                       | 141               |  | 90    |  | 7,363         |  |            | 422              |      | 2002   |     | 12/31/02   |           | 1.6%  
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Unlisted companies:             |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Lor Patrimoine                  | 53                |  | 53    |  | 53            |  |            |                  |      | 2002   |     | 12/31/02   |           | 100.0%
|SGCI                            | 144               |  | 144   |  | 115           |  |            | 9                |      | 2002   |     | 12/31/02   |           | 100.0%
|Millenium Entertainment         |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Partners                        | 64                |  | 71    |  | 315           |  |            | (1)              |      | 2002   |     | 12/31/02   |           | 13.4% 
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Subtotal                        | 2,599             |  | 3,293 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Investment holdings
      under |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|50 million
      each          | 2,040             |  | 1,736 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|TOTAL for year ended            |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|December 31, 2002               | 4,639             |  | 5,029 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Of which:                       |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
| Held by insurance             |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|companies                       | 3,785             |  | 4,166 |  |               |  |            |                  |      |        |     |            |           |       
| Held by non-insurance         |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|companies                       | 854               |  | 863   |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                | December 31, 2001 | 
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|                                | Net               |  |       |  |               |  |            | Last fiscal year |      | Fiscal |     | Percentage |          
|                                | carrying          |  | Fair  |  | Shareholders |  | net income |                  | year |        | of  |           
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|(in euro millions)              | value             |  | value |  | equity        |  | Amount     |                  | Year |        | end |            | ownership |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Listed companies:               |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Bayerische Hypovereinsbank      | 163               |  | 91    |  | 18,516        |  |            | 1,079            |      | 2000   |     | 12/31/00   |           | 0.6%  
|Banque Commerciale du Maroc     | 119               |  | 104   |  | 472           |  |            | 85               |      | 2000   |     | 12/31/00   |           | 10.4% 
|Banco Bilbao Vizcaya            |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Argentaria (BBVA)               | 76                |  | 247   |  | 11,359        |  |            | 2,363            |      | 2001   |     | 12/31/01   |           | 0.1%  
|BNP Paribas                     | 1,573             |  | 2,340 |  | 23,600        |  |            | 4,018            |      | 2001   |     | 12/31/01   |           | 5.3%  
|Crédit Lyonnais                 | 499               |  | 672   |  | 8,300         |  |            | 812              |      | 2001   |     | 12/31/01   |           | 5.2%  
|Schneider                       | 206               |  | 354   |  | 8,381         |  |            | 986              |      | 2001   |     | 12/31/01   |           | 2.7%  
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Unlisted companies:             |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Lor Patrimoine                  | 53                |  | 53    |  | 53            |  |            |                 |      | 2001   |     | 12/31/01   |           | 100.0%
|SGCI                            | 144               |  | 144   |  | 111           |  |            | 4                |      | 2001   |     | 12/31/01   |           | 100.0%
|Millenium Entertainment         |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Partners                        | 64                |  | 64    |  | 545           |  |            | 96               |      | 2001   |     | 12/31/01   |           | 13.4% 
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Subtotal                        | 2,898             |  | 4,068 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Investment holdings
      under |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|50 million
      each          | 1,899             |  | 2,249 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|TOTAL for year ended            |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|December 31, 2003               | 4,797             |  | 6,317 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|Of which:                       |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
| Held by insurance             |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|companies                       | 3,828             |  | 4,902 |  |               |  |            |                  |      |        |     |            |           |       
| Held by non-insurance         |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       
|companies                       | 970               |  | 1,416 |  |               |  |            |                  |      |        |     |            |           |       
|                                |                   |  |       |  |               |  |            |                  |      |        |     |            |           |       

In 2003, Crédit Lyonnais shares were tendered to Crédit Agricoles public exchange offer. Refer to Note 20 for further details.

/F-38



INVESTMENT VALUATION ALLOWANCE

Investment valuation allowances, which have been deducted in arriving at investment net carrying values as presented in the consolidated balance sheets, and changes thereto are shown below.

|                                                   |  |            |  |           |  |            |  |            |  |            | 
|-------------------------------------------------- |  | ---------- |  | --------- |  | ---------- |  | ---------- |  | ---------- | 
|                                                   |  | Balance at |  |           |  |            |  |            |  | Balance at | 
|                                                   |  | January 1, |  |           |  |            |  | Other      |  | December   | 
|(in euro millions)                                 |  | 2003       |  | Additions |  | Deductions |  | changes(b) |  | 31, 2003   | 
|                                                   |  |            |  |           |  |            |  |            |  |            | 
|Real estate                                        |  | 504        |  | 91        |  | (75)       |  | (216)      |  | 303        | 
|Equity investments and holdings in mutual funds    |  | 2,268      |  | 1,982     |  | (448)      |  | (271)      |  | 3,531      | 
|Fixed maturities and other fixed income securities |  | 577        |  | 368       |  | (334)      |  | (73)       |  | 538        | 
|Mortgages and other loans                          |  | 154        |  | 43        |  | (34)       |  | (21)       |  | 141        | 
|                                                   |  |            |  |           |  |            |  |            |  |            | 
|SUBTOTAL(a)                                        |  | 3,503      |  | 2,483     |  | (890)      |  | (582)      |  | 4,514      | 
|                                                   |  |            |  |           |  |            |  |            |  |            | 
|Depreciation of real estate used                   |  |            |  |           |  |            |  |            |  |            | 
|for operating purposes                             |  | 714        |  | 92        |  |           |  | (48)       |  | 759        | 
|                                                   |  |            |  |           |  |            |  |            |  |            | 
|TOTAL                                              |  | 4,217      |  | 2,575     |  | (890)      |  | (629)      |  | 5,272      | 
|                                                   |  |            |  |           |  |            |  |            |  |            | 

|(a) | Includes provisions on assets from banking activities.                                                          
|--- | ----------------------------------------------------------------------------------------------------------------
|(b) | Other changes relate principally to changes
      in scope of consolidation and foreign currency fluctuations.

|                                                         |  |            |  |           |  |            |  |            |  |            | 
|-------------------------------------------------------- |  | ---------- |  | --------- |  | ---------- |  | ---------- |  | ---------- | 
|                                                         |  | Balance at |  |           |  |            |  |            |  | Balance at | 
|                                                         |  | January 1, |  |           |  |            |  | Other      |  | December   | 
|(in euro millions)                                       |  | 2002       |  | Additions |  | Deductions |  | changes(b) |  | 31, 2002   | 
|                                                         |  |            |  |           |  |            |  |            |  |            | 
|Real estate                                              |  | 463        |  | 58        |  | (95)       |  | 78         |  | 504        | 
|Equity investments and holdings in mutual funds (c)1,853 |  |            |  | 1,147     |  | (563)      |  | (169)      |  | 2,268      | 
|Fixed maturities and other fixed income securities       |  | 608        |  | 361       |  | (303)      |  | (89)       |  | 577        | 
|Mortgages and other loans                                |  | 119        |  | 73        |  | (19)       |  | (19)       |  | 154        | 
|                                                         |  |            |  |           |  |            |  |            |  |            | 
|SUBTOTAL(a)                                              |  | 3,043      |  | 1,640     |  | (980)      |  | (199)      |  | 3,503      | 
|                                                         |  |            |  |           |  |            |  |            |  |            | 
|Depreciation of real estate used                         |  |            |  |           |  |            |  |            |  |            | 
|for operating purposes                                   |  | 837        |  | 115       |  |           |  | (238)      |  | 714        | 
|                                                         |  |            |  |           |  |            |  |            |  |            | 
|TOTAL                                                    |  | 3,880      |  | 1,754     |  | (980)      |  | (437)      |  | 4,217      | 
|                                                         |  |            |  |           |  |            |  |            |  |            | 

|(a) | Includes provisions on assets from banking activities.                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Other changes relate principally to changes
      in scope of consolidation and foreign currency fluctuations.                                                                       
|(c) | The additions to the investment valuation allowance for
      Equity investment and holdings in mutual funds include a valuation
      allowance on quoted securities of912 million.

|                                                       |  |            |  |           |  |            |  |            |  |            | 
|------------------------------------------------------ |  | ---------- |  | --------- |  | ---------- |  | ---------- |  | ---------- | 
|                                                       |  | Balance at |  |           |  |            |  |            |  | Balance at | 
|                                                       |  | January 1, |  |           |  |            |  | Other      |  | December   | 
|(in euro millions)                                     |  | 2001       |  | Additions |  | Deductions |  | changes(b) |  | 31, 2001   | 
|                                                       |  |            |  |           |  |            |  |            |  |            | 
|Real estate                                            |  | 123        |  | 127       |  | (253)      |  | 466        |  | 463        | 
|Equity investments and holdings in mutual funds (c)509 |  |            |  | 1,178     |  | (282)      |  | 447        |  | 1,853      | 
|Fixed maturities and other fixed income securities     |  | 153        |  | 419       |  | (706)      |  | 742        |  | 608        | 
|Mortgages and other loans                              |  | 433        |  | 99        |  | (71)       |  | (342)      |  | 119        | 
|                                                       |  |            |  |           |  |            |  |            |  |            | 
|SUBTOTAL(a)                                            |  | 1,218      |  | 1,823     |  | (1,313)    |  | 1,314      |  | 3,043      | 
|                                                       |  |            |  |           |  |            |  |            |  |            | 
|Depreciation of real estate used                       |  |            |  |           |  |            |  |            |  |            | 
|for operating purposes                                 |  | 1,060      |  | 134       |  |           |  | (357)      |  | 837        | 
|                                                       |  |            |  |           |  |            |  |            |  |            | 
|TOTAL                                                  |  | 2,278      |  | 1,957     |  | (1,313)    |  | 958        |  | 3,880      | 
|                                                       |  |            |  |           |  |            |  |            |  |            | 

|(a) | Includes provisions on assets from banking activities.                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Other changes relate principally to changes
      in scope of consolidation and foreign currency fluctuations.                                                                       
|(c) | The additions to the investment valuation allowance for
      Equity investment and holdings in mutual funds include a valuation
      allowance on quoted securities of995 million.

/F-39



7.
  Separate Account (Unit-Linked) Assets

Assets that back separate account (unit-linked) contracts are stated at market value and are presented in the table below. Holdings in other mutual funds essentially consisted of investments by the French Life & Savings insurance companies in mutual funds that invest predominantly in real estate.

|                                                      |  |  |  |         |                 |  |  |        |      | 
|----------------------------------------------------- |  |  |  | ------- | --------------- |  |  | ------ | ---- | 
|                                                      |  |  |  |         | At December 31, | 
|(in euro millions)                                    |  |  |  |         | 2003            |  |  |        | 2002 | 
|                                                      |  |  |  |         |                 |  |  |        |      | 
|Real estate investments                               |  |  |  | 3,511   |                 |  |  | 4,531  |     
|Equity securities and other variable yield securities |  |  |  | 59,492  |                 |  |  | 48,837 |     
|Holdings in equity investment-based mutual funds      |  |  |  | 6,510   |                 |  |  | 6,613  |     
|Fixed maturities and other fixed income securities    |  |  |  | 14,076  |                 |  |  | 13,828 |     
|Holdings in fixed maturity-based mutual funds         |  |  |  | 2,686   |                 |  |  | 2,978  |     
|Holdings in other mutual funds                        |  |  |  | 14,726  |                 |  |  | 13,671 |     
|                                                      |  |  |  |         |                 |  |  |        |     
|TOTAL SEPARATE ACCOUNT (UNIT-LINKED) ASSETS           |  |  |  | 101,002 |                 |  |  | 90,458 |     
|                                                      |  |  |  |         |                 |  |  |        |     
|                                                      |  |  |  |         |                 |  |  |       

Changes in value are recorded under Net investment result. See
  Note 20.

8. Investments in Affiliated Companies (Equity
  Method)

An analysis of the investments in affiliated companies (accounted for by using
  the equity method) is given below.

|
|

|                                              |                | 
|--------------------------------------------- | -------------- | 
|                                              | Carrying value | 
|                                              | at January 1,  | 
|(in euro millions)                            | 2003           | 
|                                              |                | 
|AXA Germany affiliates:                       |                | 
|
      General Ré - CKAG                     | 653            | 
|AXA Asia / Pacific
      Holdings affiliates: |                | 
|
      NM Home Loans Trust                   | 65             | 
|
      NM Property Trust                     | 78             | 
|
      Ticor                                 | 35             | 
|
      Other affiliates                      | 868            | 
|AXA Seguros affiliates                        |                | 
|
      Hilo Direct de seguros y reaseguros   | 39             | 
|AXA France Vie affiliates                     |                | 
|
      Argovie                               | 26             | 
|AXA Insurance Hong Kong                       | 69             | 
|AXA Insurance Singapore                       | 49             | 
|AXA Oyak Sigorta                              | 59             | 
|Other affiliates under
      30 million each | 153            | 
|                                              |                | 
|TOTAL                                         | 2,093          | 
|                                              |                | 

(a) Includes foreign currency fluctuations and net income for the period adjusted for dividends received.

/F-40



|                                              |                |  |          |     |            |      |                |       |              |  |      |  | 
|--------------------------------------------- | -------------- |  | -------- | --- | ---------- | ---- | -------------- | ----- | ------------ |  | ---- |  | 
|                                              | Carrying value |  |          |     |            |      | Carrying value |       | Contribution | 
|                                              | at January     |  | Change   |     | Other      |      | at December    |       | to 2002      | 
|(in euro millions)                            | 1, 2002        |  | in Scope |     | changes(a) |      | 31, 2002       |       | Net income   | 
|                                              |                |  |          |     |            |      |                |       |              |  |      |  | 
|AXA Germany affiliates:                       |                |  |          |     |            |      |                |       |              |  |      |  | 
| General Ré-CKAG                             | 653            |  |          |    |            |     |                | 653   |              |  |     |  | 
|AXA Asia / Pacific Holdings affiliates:       |                |  |          |     |            |      |                |       |              |  |      |  | 
| NM Home Loans Trust                         | 69             |  |          |    |            | (5)  |                | 65    |              |  |     |  | 
| NM Property Trust                           | 85             |  |          |    |            | (7)  |                | 78    |              |  | (2)  |  | 
| Ticor                                       | 31             |  |          |    |            | 3    |                | 35    |              |  | 6    |  | 
| Other affiliates                            | 678            |  |          | 247 |            | (58) |                | 868   |              |  | (17) |  | 
|AXA Seguros affiliates                        |                |  |          |     |            |      |                |       |              |  |      |  | 
| Hilo Direct de
      seguros y reaseguros   |               |  |          | 39  |            |     |                | 39    |              |  | 4    |  | 
|AXA France Vie affiliates                     |                |  |          |     |            |      |                |       |              |  |      |  | 
| Argovie                                     |               |  |          | 26  |            |     |                | 26    |              |  | 2    |  | 
|AXA Insurance Hong Kong                       |               |  |          | 69  |            |     |                | 69    |              |  | 6    |  | 
|AXA Insurance Singapore                       |               |  |          | 49  |            |     |                | 49    |              |  | 3    |  | 
|AXA Oyak Sigorta (b)                          |               |  |          | 59  |            |     |                | 59    |              |  | 0    |  | 
|Other affiliates under 30 million
      each | 51             |  |          | 97  |            | 4    |                | 153   |              |  | 21   |  | 
|                                              |                |  |          |     |            |      |                |       |              |  |      |  | 
|TOTAL                                         | 1,570          |  |          | 586 |            | (63) |                | 2,093 |              |  | 23   |  | 
|                                              |                |  |          |     |            |      |                |       |              |  |      |  | 

|(a) | Includes foreign currency fluctuations and net income for
      the period adjusted for dividends received.                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes60 million from hungarian
      and austrian entities and37 million from the Compagnie
      Financière de Paris Crédit equity-accounted from 2002.

The 2003 changes in scope resulted from the sale of the stake in Colonia Re JV (653 million), the disposal of AXA Asia Pacific Holdings subsidiary Members Equity (19 million) and the sale of Austria and Hungary operational activities (60 million).

The 2002 changes in scope were mainly related to entities that were previously fully integrated but due to their immateriality to the Group are now accounted for under the equity method. The complete list of these entities is available in Note 3. The change in scope with respect to the affiliates of AXA Asia Pacific Holdings (247 million) related to an increase in participation by such affiliates in predominantly unit trust investment.

The change in scope in 2001 was related to the sale of Banque Worms and the treatment of real estate entities in Australia and New Zealand as investments under the equity method (previously fully consolidated).

For the years ended December 31, 2003, 2002 and 2001, AXA received cash dividends from companies accounted for by the equity method of72 million,46 million and63 million respectively. The increase in dividends received in 2003 related to the dividends paid by the Australian entities. The decrease in dividends in 2002 also related to the dividend paid by the Australian entities due to the lower net income in 2001.

/F-41





9. Receivables and Payables
  from Insurance and Reinsurance Activities

|                                       |                   |  |             |  |          |  |          | 
|-------------------------------------- | ----------------- |  | ----------- |  | -------- |  | -------- | 
|                                       | December 31, 2003 | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  | Receivables |  |          |  |          | 
|                                       | Gross book        |  |             |  | Carrying |  |          | 
|(in euro millions)                     | value             |  | Provisions  |  | value    |  | Payables | 
|                                       |                   |  |             |  |          |  |          | 
|Deposits and guarantees                | 2,235             |  |            |  | 2,235    |  | 1,598    | 
|Current accounts from other companies  | 3,010             |  | (109)       |  | 2,901    |  | 2,590    | 
|Policyholders, brokers, general agents | 3,551             |  | (203)       |  | 3,348    |  | 3,587    | 
|Estimated premiums not yet recorded    | 2,025             |  |            |  | 2,025    |  |         | 
|Other                                  | 1,272             |  | (99)        |  | 1,172    |  | 537      | 
|                                       |                   |  |             |  |          |  |          | 
|Total at December 31, 2003             | 12,092            |  | (411)       |  | 11,680   |  | 8,312    | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  |             |  |          |  |          | 
|                                       | December 31, 2002 | 
|                                       |                   |  |             |  |          |  |          | 
|                                       |                   |  | Receivables |  |          |  |          | 
|                                       | Gross book        |  |             |  | Carrying |  |          | 
|(in euro millions)                     | value             |  | Provisions  |  | value    |  | Payables | 
|                                       |                   |  |             |  |          |  |          | 
|Deposits and guarantees                | 4,408             |  |            |  | 4,408    |  | 1,730    | 
|Current accounts from other companies  | 2,190             |  | (62)        |  | 2,128    |  | 2,975    | 
|Policyholders, brokers, general agents | 4,477             |  | (260)       |  | 4,217    |  | 2,951    | 
|Estimated premiums not yet recorded    | 2,769             |  |            |  | 2,769    |  |         | 
|Other                                  | 536               |  | (54)        |  | 482      |  | 643      | 
|                                       |                   |  |             |  |          |  |          | 
|Total at December 31, 2002             | 14,379            |  | (376)       |  | 14,003   |  | 8,299    | 
|                                       |                   |  |             |  |          |  |          | 

10.
  Cash and Cash Equivalents

Cash and cash equivalent are mainly liquid and short-term investments. The table below details those cash and cash equivalents by segment.

|                          |                 |  |        | 
|------------------------- | --------------- |  | ------ | 
|                          | At December 31,
|(in euro millions)        | 2003            |  | 2002   | 
|                          |                 |  |        | 
|Cash and cash equivalents |                 |  |        | 
|From insurance activities | 16,445          |  | 16,362 | 
|From banking activities   | 211             |  | 259    | 
|From other companies (a)  | 2,772           |  | 971    | 
|                          |                 |  |        | 
|TOTAL                     | 19,428          |  | 17,592 | 
|                          |                 |  |        | 

(a) In 2003, ORANs (bonds redeemable in cash or equity) bonds were issued for a total amount of1,389 million.

/F-42



11. Deferred
  Acquisition Costs

The tables below present (i) the deferred acquisition costs by Insurance segment and (ii) movements in the other deferred acquisition costs (net) for the Life & Savings segment.

|                                           |         |  |            |                 |               |  |       |         |  |        
|------------------------------------------ | ------- |  | ---------- | --------------- | ------------- |  | ----- | ------- |  | -------
|                                           |         |  |            | At December 31, |               |  |       |        
|                                           | 2003    |  | 2002       | 2001            |              
|                                           | Life &  |  | Property & |                 | International |  |       |         |  |        
|(in euro millions)                         | Savings |  | Casualty   |                 | Insurance     |  | Total | TOTAL   | 
|                                           |         |  |            |                 |               |  |       |         |  |        
|Deferred acquisition costs                 |         |  |            |                 |               |  |       |         |  |        
|on unearned premiums                       | 0       |  | 1,102      |                 | 171           |  |       | 1,273   |  | 1,408  
|Deferred acquisition costs                 |         |  |            |                 |               |  |       |         |  |        
|on earned premiums                         |         |  |            |                 |               |  |       |         |  |        
| gross of unearned
      revenue reserves | 11,384  |  |            |                 |               |  |       | 11,384  |  | 11,395 
| unearned revenue
      reserves          | (1,664) |  |            |                 |               |  |       | (1,664) |  | (1,837)
|Deferred acquisition costs                 |         |  |            |                 |               |  |       |         |  |        
|on earned premiums (net)                   | 9,720   |  |            |                 |               |  |       | 9,720   |  | 9,557  
|                                           |         |  |            |                 |               |  |       |         |  |        
|TOTAL DEFERRED ACQUISITION COSTS           | 9,721   |  | 1,102      |                 | 171           |  |       | 10,993  |  | 10,965 
|                                           |         |  |            |                 |               |  |       |         |  |        



|                                                    |  |       |                          |       |         |       |         | 
|--------------------------------------------------- |  | ----- | ------------------------ | ----- | ------- | ----- | ------- | 
|                                                    |  |       | Years ended December 31,
|(in euro millions)                                  |  |       | 2003                     |       | 2002    |       | 2001    | 
|                                                    |  |       |                          |       |         |       |         | 
|Deferred acquisition costs on earned
      premiums |  |       |                          |       |         |       |        
|(net of unearned revenue reserves):                 |  |       |                          |       |         |       |        
|Balance beginning of year                           |  | 9,557 |                          | 9,613 |         | 8,154 |        
|Impact of New French GAAP restatements (a)          |  |      |                          |       |         | (47)  |        
|Costs capitalized                                   |  | 2,308 |                          | 2,137 |         | 2,265 |        
|Interest accrued                                    |  |       | 602                      |       | 640     |       | 707     | 
|Amortization expense                                |  |       | (1,550)                  |       | (1,397) |       | (1,632) | 
|Net change in unearned revenue reserve              |  |       | (32)                     |       | (170)   |       | (161)   | 
|Impact of foreign currency fluctuations             |  |       | (1,158)                  |       | (1,192) |       | 344     | 
|Other                                               |  |       | (7)                      |       | (72)    |       | (18)    | 
|                                                    |  |       |                          |       |         |       |         | 
|END OF YEAR BALANCE                                 |  |       | 9,720                    |       | 9,557   |       | 9,613   | 
|                                                    |  |       |                          |       |         |       |         | 

(a) For additional information with respect to the impact of the adoption of the New French Regulations, please refer to Note 2.

/F-43



12.
  Shareholders Equity

As part of the Plan of Financial Reorganization undertaken by AXA Equity & Law (United Kingdom) in 2001, as discussed in note 4 Business Combinations, a portion of the Inherited Estate, after the allocation of a £250 million (397 million) reorganization bonus, was attributed to AXA and totaled £777 million (1,235 million). In addition and effective from January 1, 2001, AXA changed its accounting principles relating to the UK With-Profit funds in order to better reflect the policyholders rights, as discussed in note 2 under  Changes in accounting principles under French GAAP. The net impact of the change in accounting principles relating to the UK With-Profit contracts and the financial reorganization mentioned above, reduced the opening shareholders equity at January 1, 2001 by79 million.

At the annual general meeting of shareholders of AXA held on April 30, 2003, the shareholders approved the declaration of a dividend in respect of 2002 of0.34 per ordinary share or599 million (2002 in respect of 2001:0.56 per ordinary share, or971 million).

At the annual general meeting of shareholders of AXA held on May 3, 2002, the shareholders approved the declaration of a dividend in respect of 2001 of0.56 per ordinary share.

At the annual general meeting of shareholders of AXA held on May 9, 2001,the shareholders approved a 4-for-1 stock split of AXAs outstanding ordinary shares. Immediately following this stock split, which became effective on May 16, 2001, the ratio between the AXA ordinary share and the ADS was changed from one ADS representing one-half of an ordinary share to one ADS representing one ordinary share.

Since
  1994 and on a regular basis, AXA offers its employees to become shareholders. In
  2003, employees invested188
  million (13
  million in July and175
  million in December). This resulted in the issue of 15.1 million additional
  shares, bringing the total number of shares in issue to 1,778 million at December
  31, 2003 (2002:255
  million or an increase of 27.2 million ordinary shares to 1,762 million). At
  the same date, employees held almost 4.8% of AXAs outstanding share capital
  (2002: 4%).

/F-44



13.
  Minority Interests

Changes in minority shareholders interests are summarized as follows:

|                                                                |                          |  |       |  |       | 
|--------------------------------------------------------------- | ------------------------ |  | ----- |  | ----- | 
|                                                                | Years ended December 31, | 
|(in euro millions)                                              | 2003                     |  | 2002  |  | 2001  | 
|                                                                |                          |  |       |  |       | 
|Minority interests at January 1,                                | 2,812                    |  | 3,409 |  | 3,702 | 
|Impact of New French GAAP restatements (a)                      |                         |  |      |  | (16)  | 
|Change in scope                                                 | (73)                     |  | (129) |  | (228) | 
|Dividends paid by consolidated subsidiaries                     | (326)                    |  | (467) |  | (560) | 
|Impact of foreign currency fluctuations                         | (182)                    |  | (375) |  | 68    | 
|Other changes (including internal restructurings)               | (4)                      |  | 6     |  | 58    | 
|Minority interests in income of consolidated
      subsidiaries | 243                      |  | 368   |  | 385   | 
|                                                                |                          |  |       |  |       | 
|MINORITY INTERESTS AT DECEMBER 31,                              | 2,469                    |  | 2,812 |  | 3,409 | 
|                                                                |                          |  |       |  |       | 

(a) Represents the impact of adopting new French Regulations effective from January 1, 2001. See note 2 for further information.

CHANGES IN CONSOLIDATION SCOPE AND IMPACT OF ACQUISITIONS

In 2003, the decrease in minority interests was the acquisition of BNP Paribas stake in AXA RE subsidiary SPS RE of49 million, and the buyout of approximately 1% of minority interests in Germany or26 million.

In 2002, certain of Sanford C. Bernstein former shareholders exercised their options in connection with Alliance Capital acquisition of that company (see notes 4 and 26). As a result, AXA Financial acquired 8.16 million of Alliance Capital units from the former shareholders of Sanford C. Bernstein, increasing AXAs ownership interest in Alliance Capital in 2002 from 52.3% to 55.7% and thereby reducing the share attributable to minority interests.

In
  2001, AXA Millésimes was deconsolidated as it had no activity and real
  estate companies in Australia and New Zealand were accounted for as investments
  under the equity method and no longer consolidated on the grounds of immateriality
  (see note 8 Investments in Affiliated Companies (Equity Method)).
  In addition, stock options of 22
  million in Alliance Capital were exercised during 2001 and, consequently, AXAs
  ownership interest decreased from 52.64% at December 31, 2000 to 52.28% at December
  31, 2001.

MINORITY INTERESTS

The
  minority interests share of total equity in 2003 included1,288
  million in respect of Alliance Capital (2002: 1,683
  million) with the remaining balance relating to non-wholly owned operations
  in Australia / New Zealand, Germany and Japan.

/F-45



14.
  Mezzanine Capital

In
  accordance with the French regulations, debt for which reimbursement is subordinated
  to other creditors in the event of a Companys liquidation, insolvency
  or bankruptcy and which has an original maturity date of at least five years
  (notice period of at least five years in the case of perpetual debt) is considered
  mezzanine capital.

SUBORDINATED
  DEBT

At
  December 31, 2003, subordinated debt totaled8,453
  million (2002:8,300
  million), and consisted of the following:

|                                                                                                               |                 |  |       | 
|-------------------------------------------------------------------------------------------------------------- | --------------- |  | ----- | 
|                                                                                                               | At December 31, | 
|(in euro millions)                                                                                             | 2003            |  | 2002  | 
|                                                                                                               |                 |  |       | 
|AXA, The Company                                                                                               |                 |  |       | 
|Subordinated Perpetual
      Notes, variable (US $ and euro)                                                   | 1,772           |  | 941   | 
|Perpetual Notes, 3.29%
      / variable (Yen)                                                                  | 200             |  | 217   | 
|Subordinated Convertible
      Notes, 2.5% due 2014 (euro) (a)                                                 | 1,518           |  | 1,518 | 
|Subordinated Perpetual
      Debt (euro)                                                                       | 234             |  | 234   | 
|Subordinated Perpetual
      Notes, 7.25% (euro)                                                               | 500             |  | 500   | 
|Subordinated Convertible
      Notes, 3.75% due 2017 (euro) (b)                                                | 1,099           |  | 1,099 | 
|Subordinated Convertible
      Notes, variable, due 2020 (euro)                                                | 215             |  | 215   | 
|U.S. registered subordinated
      debt, 8.60%, 2030 (US $)                                                    | 990             |  | 1,192 | 
|U.S. registered subordinated
      debt, 7.125%, 2020 (GBP)                                                    | 461             |  | 500   | 
|U.S. registered subordinated
      debt, 6.75%, 2020 (euro) (c)                                                | 1,070           |  | 1,070 | 
|Amount of derivatives
      hedging subordinated debt                                                          | (527)           |  | (289) | 
|AXA Financial                                                                                                  |                 |  |       | 
|Surplus Notes, 6.95% due
      2005                                                                            | 316             |  | 381   | 
|Surplus Notes, 7.70% due
      2015                                                                            | 159             |  | 191   | 
|AXA Life Japan (Nichidan Life)                                                                                 |                 |  |       | 
|Subordinated Notes, variable,
      due 2010                                                                   |                |  | 144   | 
|AXA Bank Belgium (IPPA Bank)                                                                                   |                 |  |       | 
|Subordinated Notes, 3.14%
      to 6.90%, through 2008                                                         | 308             |  | 156   | 
|Other subordinated debt100
      million each                                                                 | 138             |  | 232   | 
|                                                                                                               |                 |  |       | 
|TOTAL                                                                                                          | 8,453           |  | 8,300 | 
|                                                                                                               |                 |  |       | 
|Note: certain increases/decreases year
      on year are attributable to the impact of foreign exchange rates. |                 |  |       | 

|(a) | Issued in February 1999. In 2003, 440 of these notes had
      been converted in AXA ordinary shares. The conversion into shares of all
      notes in issue at year end would result in the issuance of 37,3 million
      AXA ordinary shares. The Company has the right to redeem these notes starting
      in January 2005 at a price of euro 186,12 per note. The issuance price per
      note was165. Unless previously converted, redeemed
      or cancelled, the notes will mature and become repayable in full on January
      1, 2014 at a price of230,88 per note.           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Issued in February 2000. In 2003, nil million of these
      notes had been converted in AXA ordinary shares. The conversion into shares
      of all notes in issue at year end would result in the issuance of 26,9 million
      AXA ordinary shares. The Company has the right to redeem these notes starting
      in January 2007 at a price of euro 196,00 per note. The issuance price per
      note was165,50. Unless previously converted, redeemed
      or cancelled, the notes will mature and become repayable in full on January
      1, 2017 at a price of269,16 per note.
|(c) | The U.S. registered subordinated debt denominated in euro
      is redeemable after 10 years. The annual interest rate on the eur-denominated
      tranche of 6.75% is for the first 10 years, and thereafter, at Euribor 3-months
      plus 220 basis point on a quarterly basis.                                                                                                                                                                                                                                                                                                          

At December 31,
  2003, the aggregate maturities of subordinated debt based on required payments
  of principal at maturity for 2004 and the succeeding four years and therefore
  totaled38
  million in 2004,336
  million in 2005,  0.1
  million in 2006, nil in 2007,50
  million in 2008, followed by8,028
  million thereafter.

/F-46



On
  May 7, 2003 AXA issued U.S.$500 million of undated subordinated callable fixed
  rate notes under its existing5.0
  billion Euro Medium Term Note program. The notes were issued at an issue price
  of 100% and bear interest at the rate of 7.10% per annum, payable quarterly
  in arrear. The Company may, at its option and in certain circumstances redeem
  the notes, at par on or after November 7, 2008 or prior to this date in the
  event of certain tax or regulatory events.

Furthermore,
  during the second half year, AXA issued private placement debt securities totaling
  approximately500
  million from its Medium Term Note program. These issues, which are callable
  undated subordinated notes, allow to partly anticipate the refinancing of debt
  maturing in 2004 and 2005, whilst benefiting from favorable market conditions
  and improving AXAs liquidity by further extending the average maturity
  of its debt.

The
  subordinated notes in respect of AXA Life Japan of144
  million were repaid in 2003 as it was refinanced internally by AXA SA (parent
  company).

15.
  Insurance Liabilities

The
  table below presents a reconciliation of the insurance liabilities, gross and
  net of reinsurance ceded, by operating segment.

|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|----------------------------------------- | -------------- |  | ------------- |  | ------------ |  | ------------- |  | ------ |  | ------ |  | ------- |  | ------- | 
|                                          |                |  |               |  | Property     |  | International |  |        |  |        | 
|                                          | Life & Savings |  | & Casualty(a) |  | Insurance(a) |  | Total         | 
|(in euro millions, at December 31,)       | 2003           |  | 2002          |  | 2003         |  | 2002          |  | 2003   |  | 2002   |  | 2003    |  | 2002    | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|Gross insurance reserves:                 |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
| Future policy benefits                  | 207,533        |  | 209,800       |  | 27           |  | 20            |  | 177    |  | 216    |  | 207,737 |  | 210,037 | 
| Claim reserves                          | 5,153          |  | 5,196         |  | 24,208       |  | 23,730        |  | 10,104 |  | 11,533 |  | 39,465  |  | 40,459  | 
| Other reserves                          | 2,471          |  | 2,360         |  | 2,979        |  | 2,824         |  | 123    |  | 87     |  | 5,572   |  | 5,272   | 
| Unearned premiums reserves              | 78             |  | 560           |  | 5,623        |  | 5,037         |  | 1,057  |  | 1,807  |  | 6,758   |  | 7,405   | 
|Total insurance liabilities,              |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|gross of reinsurance ceded                | 215,234        |  | 217,916       |  | 32,836       |  | 31,612        |  | 11,461 |  | 13,644 |  | 259,532 |  | 263,172 | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|Separate account (unit-linked)            |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|liabilities, gross of reinsurance ceded   | 101,069        |  | 90,011        |  |             |  |              |  |       |  |       |  | 101,069 |  | 90,011  | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|Less reinsurance ceded on:                |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
| Future policy benefits                  | 3,133          |  | 3,410         |  |             |  |              |  | 6      |  | 7      |  | 3,140   |  | 3,417   | 
| Claim reserves and other reserves       | 423            |  | 400           |  | 2,219        |  | 2,405         |  | 2,362  |  | 3,333  |  | 5,003   |  | 6,138   | 
| Unearned premium reserves               | 1              |  | 2             |  | 121          |  | 107           |  | 205    |  | 247    |  | 327     |  | 355     | 
|Total reinsurance ceded                   |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|on insurance liabilities                  | 3,557          |  | 3,812         |  | 2,340        |  | 2,512         |  | 2,573  |  | 3,586  |  | 8,470   |  | 9,910   | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|Reinsurance ceded on separate             |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|account (unit-linked) liabilities         | 19             |  | 20            |  |             |  |              |  |       |  |       |  | 19      |  | 20      | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|TOTAL INSURANCE LIABILITIES,              |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|NET OF REINSURANCE CEDED                  | 312,728        |  | 304,096       |  | 30,496       |  | 29,100        |  | 8,888  |  | 10,057 |  | 352,112 |  | 343,253 | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|Which includes:                           |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
| Policyholders participation (bonuses), |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 
|excluding UK With-Profit
      business | 8,894          |  | 9,737         |  |              |  |               |  |        |  |        |  |         |  |         | 
| UK With-Profit business liabilities   | 29,119         |  | 30,745        |  |              |  |               |  |        |  |        |  |         |  |         | 
|                                          |                |  |               |  |              |  |               |  |        |  |        |  |         |  |         | 

|(a) | Transfer as at January 1, 2002 of certain UK insurance
      activities that have been discontinued and transferred from Property
      & Casualty to International Insurance for988
      million.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-47



The
  movement in insurance reserves (gross of reinsurance) for the Property &
  Casualty and International Insurance segments is presented below:

|                                                  |            |  |               |  |            |  |               |  |            |  |               | 
|------------------------------------------------- | ---------- |  | ------------- |  | ---------- |  | ------------- |  | ---------- |  | ------------- | 
|                                                  | 2003       |  | 2002          |  | 2001       | 
|                                                  | Property   |  | International |  | Property   |  | International |  | Property   |  | International | 
|(in euro millions)                                | & Casualty |  | Insurance     |  | & Casualty |  | Insurance     |  | & Casualty |  | Insurance     | 
|                                                  |            |  |               |  |            |  |               |  |            |  |               | 
|Gross claims reserves to be paid, January 1       | 23,730     |  | 11,533        |  | 25,162     |  | 11,841        |  | 24,012     |  | 8,602         | 
|Changes in scope of consolidation, portfolio      |            |  |               |  |            |  |               |  |            |  |               | 
|transfers and change in accounting principles (a) | 102        |  | (90)          |  | (1,619)    |  | 1,136         |  | 191        |  | (9)           | 
|Impact of foreign currency fluctuations (b)       | (238)      |  | (1,015)       |  | (479)      |  | (1,345)       |  | 58         |  | 235           | 
|Sub-Total                                         | 23,594     |  | 10,428        |  | 23,064     |  | 11,632        |  | 24,261     |  | 8,828         | 
|                                                  |            |  |               |  |            |  |               |  |            |  |               | 
|Provision attributable to the current year        | 11,245     |  | 2,661         |  | 10,884     |  | 2,904         |  | 12,125     |  | 5,100         | 
|Increase (decrease) in provision attributable     |            |  |               |  |            |  |               |  |            |  |               | 
|to prior years                                    | (331)      |  | (25)          |  | (118)      |  | 1,008         |  | (262)      |  | 920           | 
|Total claims and claims expenses                  | 10,914     |  | 2,636         |  | 10,766     |  | 3,912         |  | 11,863     |  | 6,020         | 
|                                                  |            |  |               |  |            |  |               |  |            |  |               | 
|Claims and claims expenses attributable           |            |  |               |  |            |  |               |  |            |  |               | 
|to current year                                   | (4,660)    |  | (768)         |  | (4,279)    |  | (1,266)       |  | (4,882)    |  | (1,264)       | 
|Claims and claims expenses attributable           |            |  |               |  |            |  |               |  |            |  |               | 
|to prior years                                    | (5,641)    |  | (2,192)       |  | (5,820)    |  | (2,744)       |  | (6,080)    |  | (1,743)       | 
|Total payments                                    | (10,301)   |  | (2,960)       |  | (10,099)   |  | (4,011)       |  | (10,962)   |  | (3,006)       | 
|                                                  |            |  |               |  |            |  |               |  |            |  |               | 
|Gross claims reserves to be paid,                 |            |  |               |  |            |  |               |  |            |  |               | 
|December 31                                       | 24,208     |  | 10,104        |  | 23,730     |  | 11,533        |  | 25,162     |  | 11,841        | 
|                                                  |            |  |               |  |            |  |               |  |            |  |               | 

|(a) | Changes in the scope of consolidation are mainly due to
      the transfer of UK Discontinued business from Property & Casualty to
      International Insurance (1,142 million at January 1,
      2002), the disposal of activities in Austria and Hungary (234
      million) and the removal or addition of entities accounted for by the equity
      method, principally Hong Kong Property & Casualty (176
      million), Direct Assurances (Spain48 million) and Singapore
      Property & Casualty (60 million).Changes in the scope of consolidation in 2003 are mainly due to the transfer
      of the Health business in the UK from the Life & Savings segment to
      Property & Casualty (124 million).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Currency fluctuations with respect to the International
      Insurance Segment primarily relate to insurance reserves arising from the
      U.S. terrorist attacks on September 11, 2001 that are accounted for in U.S.
      dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

U.S.
  TERRORIST ATTACKS ON SEPTEMBER 11, 2001

Our
  losses arising from insurance claims in connection with the terrorist attacks
  on September 11, 2001 had a negative effect on our net income in 2001 and 2002.
  In 2003, there was no material impact of the cost of the September 11, 2001
  claims apart from the effect of exchange rate. The estimated cost for AXA for
  the year ended December 31, 2002, amounted to903
  million (before tax and net of reinsurance), or604
  million net of tax and reinsurance. The other impacts of the terrorist attacks
  were in respect of the US Life & Savings operations30
  million (2001:30
  million) before tax and net of reinsurance, or16
  million (2001:16
  million) net Group share and the German operations in respect of their property
  business and art insurance covers of55
  million (2001:55
  million) before tax and net of reinsurance, or30
  million (2001:30
  million) net Group share.

/F-48



ENVIRONMENTAL
  POLLUTION, ASBESTOS AND OTHER EXPOSURES

In
  prior years, AXA issued insurance policies and assumed reinsurance for cover
  related to environmental pollution and asbestos exposure. Its insurance companies
  have been and continue to be involved in disputes regarding policy coverage
  and judicial interpretation of legal liability for potential environmental and
  asbestos claims. AXA has received and continues to receive notices of potential
  claims asserting environmental and asbestos losses under insurance policies
  issued or reinsured by AXA. Such claim notices are frequently merely precautionary
  in nature. There are significant uncertainties that affect the insurance companies
  ability to estimate future losses for these types of claims and there are a
  number of issues now being litigated, which may ultimately determine whether
  and to what extent insurance coverage exists.

Under
  insurance and reinsurance contracts related to environmental pollution and asbestos,
  AXA paid claims and legal costs of53
  million in 2003 (2002:45
  million and 2001:77
  million). At December 31, 2003, AXA had made cumulative payments relating to
  such contracts of536
  million (2002:377
  million). The main reason for this change, alongside payments made during the
  year, was the adjustment of the declared amount of payments taking place prior
  to the acquisitions of GRE (Guardian Royal Exchange) and AXA Provincial in the
  UK, which did not affect 2003 results.

At
  December 31, 2003, and specific to environmental pollution and asbestos claims,
  AXA had gross insurance claim reserves of944
  million or858
  million net of reinsurance (2002:909
  million gross of reinsurance and825
  million net of reinsurance). These gross reserves included365
  million for reported claims and579
  million for IBNR (incurred but not reported claims) (2002:350
  million and559
  million respectively). The IBNR liabilities are estimated and evaluated regularly
  based on information received by management. AXA carefully monitors potential
  claims for which it has received notice.

In
  France, the French Supreme Court(Cour
  de Cassation)has
  extended in 2002 the notion of inexcusable offense to occupational diseases.
  AXA companies concerned by this new case law are reviewing their portfolio so
  as to identify the contracts that may be concerned by this extended guarantee.

/F-49



16.
  Provisions for Risks and Charges

|                                                                          |                 |  |       |  |        | 
|------------------------------------------------------------------------- | --------------- |  | ----- |  | ------ | 
|                                                                          | At December 31, | 
|(in euro millions)                                                        | 2003            |  | 2002  |  | 2001   | 
|                                                                          |                 |  |       |  |        | 
|Deferred taxes (see note 23)                                              | 1,954           |  | 4,592 |  | 4,420  | 
|Pension obligations and other similar liabilities (see
      note 17) (a) | 2,726           |  | 2,865 |  | 2,953  | 
|Provision for restructuring costs                                         | 141             |  | 154   |  | 368    | 
|Provision for real estate companies                                       | 40              |  | 28    |  | 67     | 
|Other provisions (a)                                                      | 2,057           |  | 2,136 |  | 2,744  | 
|                                                                          |                 |  |       |  |        | 
|TOTAL                                                                     | 6,918           |  | 9,775 |  | 10,553 | 
|                                                                          |                 |  |       |  |        | 

|(a) | In 2001, the provision for the cost associated with settling
      / exchanging the outstanding stock options of AXA Financial of539
      million (net of tax) from AXAs buyout of minority interests in AXA
      Financial in 2000 was reclassified from pension obligations and other
      similar liabilities to other provisions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PENSION
  OBLIGATIONS AND OTHER SIMILAR LIABILITIES

Detailed
  information is provided in note 17 Employee Benefit Plans.

The
  pension plan liabilities are calculated based on the application of the preferential
  method under French regulations. It includes the total consolidated liability
  to be paid by the Group for its employees from retirement date (departure compensation,
  pension complement, medical cover and long-service benefits). The principal
  defined benefit pension plans relate to the following AXA operations at December
  31, 2003: U.S. Life & Savings operations, Japanese Life & Savings operations,
  the UK, French and German insurance operations.

PROVISION
  FOR RESTRUCTURING COSTS

The
  provision for restructuring costs and charges thereto are presented in the tables
  below for the years indicated.

|                                 |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|-------------------------------- | ----------- |  | ---------- | ---- | ----- |  | ----------- | ----------- | ---------- |  | ----- | ----- |  |  | ----- | 
|                                 | 2003        |  | 2002       |     
|                                 | Provisions  |  |            |      |       |  |             | Provisions  |            |  |       |       |  | 
|                                 | established |  |            |      |       |  |             | established |            |  |       |       |  | 
|                                 | in purchase |  | Other      |      |       |  | in purchase |             | Other      |  |       |      
|(in euro millions)               | accounting  |  | provisions |      | Total |  | accounting  |             | provisions |  | Total |      
|                                 |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|Provisions at January 1,         | 38          |  |            | 116  |       |  | 154         |             | 144        |  |       | 224   |  |  | 368   | 
|                                 |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|Reclassification (a)             |            |  |            |     |       |  |            |             | (89)       |  |       | 16    |  |  | (74)  | 
|Additions to existing provisions |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|Purchase accounting adjustment   | 6           |  |            |     |       |  | 6           |             | 2          |  |       |      |  |  | 2     | 
|Through net income               | 7           |  |            | 24   |       |  | 31          |             | 0          |  |       | 26    |  |  | 26    | 
|Provisions utilized              | (21)        |  |            | (76) |       |  | (97)        |             | (15)       |  |       | (141) |  |  | (156) | 
|Release of provision             |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|Purchase accounting adjustment   |            |  |            |     |       |  |            |             |            |  |       |       |  |  |      | 
|Through net income               | (0)         |  |            | (14) |       |  | (15)        |             | (1)        |  |       | (1)   |  |  | (2)   | 
|Other changes                    | (1)         |  |            | 62   |       |  | 61          |             | (2)        |  |       | (7)   |  |  | (10)  | 
|                                 |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 
|Provisions at December 31,       | 29          |  |            | 112  |       |  | 141         |             | 38         |  |       | 116   |  |  | 154   | 
|                                 |             |  |            |      |       |  |             |             |            |  |       |       |  |  |       | 

(a) In 2002,
  AXA Belgium reclassified74
  million of provision for restructuring costs into Pension obligations and other
  similar liabilities.

/F-50



The
  main part of purchase accounting provisions booked in 2003 relate to AXA France
  Vie (6
  million). These restructuring costs provisions were transferred by AXA France
  Collectives, and were released in full during the year. Most of the other provisions
  (24
  million) took place in the USA, Japan and the UK.

In
  2003,45
  million of provisions were used for early retirement in France.6
  million of provisions for site restructuring were released. Provisions were
  also used for restructuring costs at AXA Financial (12
  million), in Australia and New Zealand (6
  million), in Belgium (4
  million) and in the UK (1
  million).

In
  2002, provisions were utilized for restructuring costs in the United Kingdom
  Life & Savings operations (6
  million in relation to an information technology restructuring plan) and in
  Belgium (9
  million). In addition to the37
  million of provisions utilized by AXA Financial (restructuring costs of28
  million for the head office and9
  million for the sales force),78
  million were used in France in relation to employee costs associated with early
  retirement and  12
  million in Australia / New Zealand for restructuring costs.

OTHER
  PROVISIONS

Other
  provisions include principally:

- The
    remaining483
    million balance of the provision set up in 2000 to offset the dilution profit
    realized by AXA Financial when acquiring Sanford C. Bernstein, Inc. This balance
    was583
    million in 2002, and the change was due to exchange rate movements.
- The
    remaining122
    million balance on the provisions recorded in 2000 in connection with the
    sale of Banque Worms, (66
    million have been released in 2003).
- A
    provision of193
    million associated with the cost of settling/exchanging outstanding share
    options of AXA Financial. This provision decreased by84
    million in 2003 (44
    million at constant exchange rates) mainly due to the exercise of these options.
- Provisions
    for the deferred compensation plans of AXA Financial (155
    million) and Alliance Capital (159
    million).

17.
  Employee Benefit Plans

Long-term
  liabilities of employee benefit plans are calculated according to the preferred
  method under French regulations (refer to note 2 Significant accounting
  Policies).

DEFINED
  CONTRIBUTION PLANS

The
  cost of the contributions paid is an expense in the statement of income, and
  amounted to58
  million for the year ended December 31, 2003.

DEFINED
  BENEFIT PLANS

The
  assumptions for each plan are consistent with the economic features of the countries
  in which the liabilities lie. The weighted-average assumptions used by AXA for
  pension plans in the principal regions in which AXA operates are as follows:

/F-51



|                                                                   |        |  |               |  |       |  |        | 
|------------------------------------------------------------------ | ------ |  | ------------- |  | ----- |  | ------ | 
|December 2003 calculation assumptions:                             | Europe |  | North America |  | Japan |  | Others | 
|                                                                   |        |  |               |  |       |  |        | 
|Pension benefit obligation - assumptions
      at year-end         |        |  |               |  |       |  |        | 
|Discount rate                                                      | 5.5%   |  | 6.3%          |  | 1.1%  |  | 6.4%   | 
|Salary increase for future
      years                             | 3.6%   |  | 6.2%          |  | 2.5%  |  | 3.6%   | 
|Net periodic pension cost - assumptions
      at beginning of year |        |  |               |  |       |  |        | 
|Discount rate                                                      | 5.5%   |  | 6.8%          |  | 2.3%  |  | 6.6%   | 
|Expected rate of return
      on plan assets                       | 6.2%   |  | 8.4%          |  | 1.3%  |  | 8.2%   | 
|Salary increase for future
      years                             | 3.5%   |  | 7.0%          |  | 2.5%  |  | 4.4%   | 
|                                                                   |        |  |               |  |       |  |        | 
|                                                                   |        |  |               |  |       |  |        | 
|                                                                   |        |  |               |  |       |  |        | 
|                                                                   |        |  |               |  |       |  |        | 
|December 2002 calculation assumptions:                             | Europe |  | North America |  | Japan |  | Others | 
|                                                                   |        |  |               |  |       |  |        | 
|Pension benefit obligation - assumptions
      at year-end         |        |  |               |  |       |  |        | 
|Discount rate                                                      | 5.5%   |  | 6.8%          |  | 2.3%  |  | 6.6%   | 
|Salary increase for future
      years                             | 3.5%   |  | 7.0%          |  | 2.5%  |  | 4.4%   | 
|Net periodic pension cost - assumptions
      at beginning of year |        |  |               |  |       |  |        | 
|Discount rate                                                      | 5.8%   |  | 7.2%          |  | 2.3%  |  | 6.6%   | 
|Expected rate of return
      on plan assets                       | 6.5%   |  | 9.0%          |  | 3.5%  |  | 8.2%   | 
|Salary increase for future
      years                             | 3.5%   |  | 7.0%          |  | 2.5%  |  | 4.4%   | 
|                                                                   |        |  |               |  |       |  |        | 

ANNUAL
  CHANGE IN PENSION PLAN LIABILITIES

The
  annual change in the Projected Benefit Obligation (PBO) is based
  on the following items:

- service
    cost (representing the increase in the PBO attributable to one year of additional
    service),
- interest
    cost (cost of one year less discount),
- benefits
    paid,
- actuarial
    gain or losses (change in long term assumptions, change in staff, ...),
- change
    in terms and conditions specific to the plans (if applicable).

Given
  the long-term nature of employee benefit liabilities, the changes due to financial
  market variations and other actuarial gains or losses are amortized over the
  liability duration (approximately 15 years): for the amount that exceeds the
  10% corridor (the greater of 10% of the present value benefits paid and 10%
  of the fair value of plan assets), the amortization is recognized as an expense
  in the income statement starting in the following accounting year.

BALANCE
  SHEET INFORMATION

The
  balance sheet information for employee benefits captures the difference between
  the Projected Benefit Obligation (PBO) and the market value of the
  corresponding invested plan assets, increased by the unrecognized loss or decreased
  by the unrecognized gains. When this difference is positive a contingency and
  loss reserve is booked within the balance sheet liability. When it is negative,
  an asset is recorded in the balance sheet.

The
  following table sets forth the change in benefit obligation and change in plan
  assets associated with various pension plan and post-retirement benefits sponsored
  by AXA. The amounts are recognized in the accompanying balance sheets as at
  December 31, 2003 and 2002.

/F-52



|                                                   |                  |  |                |  |       |  |       | 
|-------------------------------------------------- | ---------------- |  | -------------- |  | ----- |  | ----- | 
|                                                   | Pension benefits |  | Other benefits | 
|(in euro millions)                                 | 2003             |  | 2002           |  | 2003  |  | 2002  | 
|                                                   |                  |  |                |  |       |  |       | 
|Change in benefit obligation:                      |                  |  |                |  |       |  |       | 
|Benefit obligation, beginning of
      year        | 8,762            |  | 9,010          |  | 567   |  | 578   | 
|Service cost                                       | 176              |  | 180            |  | 5     |  | 6     | 
|Interest cost                                      | 451              |  | 495            |  | 32    |  | 38    | 
|Amendments                                         | (24)             |  | (67)           |  | (23)  |  | (27)  | 
|Actuarial (gains) or losses                        | 308              |  | 243            |  | 57    |  | 92    | 
|Benefits paid                                      | (378)            |  | (354)          |  | (4)   |  | (5)   | 
|Benefits directly paid by the employer             | (70)             |  | (95)           |  | (28)  |  | (35)  | 
|Effect of foreign currency fluctuation             | (618)            |  | (650)          |  | (80)  |  | (81)  | 
|                                                   |                  |  |                |  |       |  |       | 
|Benefit obligation, end of year
      (A)          | 8,609            |  | 8,762          |  | 524   |  | 567   | 
|                                                   |                  |  |                |  |       |  |       | 
|Change in plant assets:                            |                  |  |                |  |       |  |       | 
|Fair value of plan assets, beginning
      of year | 5,531            |  | 6,876          |  | 7     |  | 7     | 
|Actuarial return on plan assets                    | 728              |  | (813)          |  | 1     |  | 1     | 
|Employer contributions                             | 138              |  | 467            |  | 3     |  | 1     | 
|Employees contributions                            | 16               |  | 9              |  | 2     |  | 1     | 
|Net transfers                                      | (33)             |  | (77)           |  |      |  |      | 
|Benefits paid                                      | (378)            |  | (354)          |  | (4)   |  | (4)   | 
|Effect of foreign currency translation             | (476)            |  | (577)          |  |      |  |      | 
|                                                   |                  |  |                |  |       |  |       | 
|Fair value of plan assets, end of year (B)         | 5,526            |  | 5,531          |  | 8     |  | 7     | 
|                                                   |                  |  |                |  |       |  |       | 
|Funded status (B) - (A)                            | (3,083)          |  | (3,231)        |  | (516) |  | (560) | 
|                                                   |                  |  |                |  |       |  |       | 
|Unrecognized (gains) and losses                    | 3,126            |  | 3,517          |  | 130   |  | 119   | 
|                                                   |                  |  |                |  |       |  |       | 
|Net position                                       | 43               |  | 285            |  | (386) |  | (441) | 
|                                                   |                  |  |                |  |       |  |       | 
|Recorded in the balance sheet for plans:           |                  |  |                |  |       |  |       | 
|With a positive net position (Asset)               | 1,824            |  | 2,029          |  |      |  |      | 
|With a negative net position (Liability)           | (1,781)          |  | (1,743)        |  | (386) |  | (441) | 
|                                                   |                  |  |                |  |       |  |       | 

The net transfer
  amount shown above equals the amount use in the PBO calculation because pension
  plants are not always covered (fully funded) by assets. In addition, the unrecognized
  (gains) and losses are not reflected in the balance sheet immediately but over
  time with the amortization thereof.

/F-53



NET PERIODIC BENEFIT
  COST

The net periodic
  benefit cost, that is, the annual expense for employee benefits recorded in
  the income statement, for the years ended December 31, 2003, 2002, and 2001
  is presented below:

|                                     |                  |  |                |  |       |  |      |  |      |  |      | 
|------------------------------------ | ---------------- |  | -------------- |  | ----- |  | ---- |  | ---- |  | ---- | 
|                                     | Pensions benefit |  | Other benefits | 
|(in euro millions)                   | 2003             |  | 2002           |  | 2001  |  | 2003 |  | 2002 |  | 2001 | 
|                                     |                  |  |                |  |       |  |      |  |      |  |      | 
|Service cost                         | 176              |  | 180            |  | 212   |  | 5    |  | 6    |  | 7    | 
|Interest cost                        | 451              |  | 495            |  | 529   |  | 32   |  | 38   |  | 40   | 
|Expected return on plan assets       | (435)            |  | (524)          |  | (625) |  |     |  |     |  |     | 
|Amortization of unrecognized amounts | 118              |  | 37             |  | 6     |  | 3    |  |     |  | (5)  | 
|Settlement / Curtailment             |                  |  |                |  |       |  |      |  |      |  |      | 
|and Employee contribution            | 6                |  | 12             |  | (11)  |  | (6)  |  | (1)  |  | (1)  | 
|                                     |                  |  |                |  |       |  |      |  |      |  |      | 
|Net Periodic Benefit Cost            | 316              |  | 201            |  | 111   |  | 34   |  | 43   |  | 41   | 
|                                     |                  |  |                |  |       |  |      |  |      |  |      | 

The balance sheet
  evolution for a defined benefit plan is function therefore of:

- the accumulated
    cost recorded in the income statement,
- the accumulated
    benefits directly paid by the employer, and
- the accumulated
    employer contributions to the plan.

|                                       |                  |  |                |  |       |  |       | 
|-------------------------------------- | ---------------- |  | -------------- |  | ----- |  | ----- | 
|                                       | Pensions benefit |  | Other benefits | 
|(in euro millions)                     | 2003             |  | 2002           |  | 2003  |  | 2002  | 
|                                       |                  |  |                |  |       |  |       | 
|Beginning of year net position         | 285              |  | 42             |  | (441) |  | (511) | 
|Net periodic benefit cost              | (316)            |  | (201)          |  | (34)  |  | (43)  | 
|Benefits paid by the employer          | 70               |  | 95             |  | 28    |  | 35    | 
|Employer contributions                 | 138              |  | 467            |  | 3     |  | 1     | 
|Effect of foreign currency fluctuation | (133)            |  | (118)          |  | 58    |  | 76    | 
|                                       |                  |  |                |  |       |  |       | 
|End of the year net position           | 43               |  | 285            |  | (386) |  | (441) | 
|                                       |                  |  |                |  |       |  |       | 

The overall amount
  of liabilities recorded in the balance sheet for pension benefits and other
  similar obligations are the following.

|                                              |       |  |       | 
|--------------------------------------------- | ----- |  | ----- | 
|(in euro millions)                            | 2003  |  | 2002  | 
|                                              |       |  |       | 
|Negative net position                         |       |  |       | 
|Pension benefits and other
      benefits (a) | 2,167 |  | 2,184 | 
|Other social liabilities
      (b)            | 559   |  | 681   | 
|                                              |       |  |       | 
|TOTAL                                         | 2,726 |  | 2,865 | 
|                                              |       |  |       | 

|(a) | Represents the sum of the negative net position of the
      pension benefits (1,781 million) and other social liabilities
      (386 million).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Mainly pre-retirement benefits.                                                                                                                  

AXA uses December
  31th measurement date for a majority of its pension plans and other post-retirement
  plans.

/F-54



OTHER
  EMPLOYMENT BENEFITS

AXA
  provides certain medical and life insurance benefits (post-retirement
  benefits) to qualifying employees, managers and agents who retire
  after having met certain age and service requirements. The life insurance benefits
  are related to age and salary at retirement. The expected costs of providing
  post-retirement benefit are accrued during the period that the employees earn
  such benefits. AXA funds post-retirement benefits costs as the benefits are
  utilized, and made post-retirement benefits payments of32
  million,40
  million and41
  million for the years ended December 31, 2003, 2002 and 2001, respectively.

The
  post-retirement benefits are principally in the US Life & Savings operations
  whereby the assumed health care cost trend rate used in measuring the accumulated
  post-retirement benefits obligation in 2003 was 8.50%, gradually declining to
  5.0% in 2013 (2002: 9.0% gradually declining to 5.0% in 2012, 2001: 10.0% gradually
  declining to 5.0% in 2011). If the health care cost trend rate assumptions were
  increased by 1%, the accumulated post-retirement benefits obligation as of December
  31, 2003 would be increased by 0.3%, representing an 0.3% increase in the sum
  of the service cost and interest cost. If the health care cost trend rate assumptions
  were decreased by 1%, the accumulated post-retirement benefits obligation as
  of December 31, 2003 would be decreased by 0.5% representing a 0.5% increase
  on the sum of the service cost and interest cost. The limited impact of the
  change in trend rate assumptions reflects the application of AXA Financials
  contribution limit.

On
  December 8, 2003, the Medicare Prescription Drug, Improvement, and Modernization
  Act of 2003 (the 2003 Medicare Act) was signed into law in the United
  States of America. With respect to the U.S postretirement benefits plans, it
  introduces a prescription drug benefit under Medicare Part D as well as a Federal
  subsidy to employers whose plans provide an actuarially equivalent
  prescription drug benefit. Detailed regulations necessary to implement and administer
  the 2003 Medicare Act have not yet been issued. Similarly, certain accounting
  issues raised by the 2003 Medicare Act are pending further discussion and resolution,
  thereby further reducing the likelihood at this time of producing a sufficiently
  reliable measure of the effects of the 2003 Medicare Act. Consequently, and
  following the guidance of the U.S. Financial Accounting Standards Board staff,
  measures of the accumulated postretirement benefits obligation and the net periodic
  postretirement benefits costs above do not reflect the effects of the 2003 Medicare
  Act on the plan. This election to defer accounting for the effects of the 2003
  Medicare Act generally will continue to apply until authoritative guidance on
  the accounting for the Federal subsidy is issued.

/F-55



18.Non-subordinated debt instruments issued

|                                                                                                               |                 |  |       | 
|-------------------------------------------------------------------------------------------------------------- | --------------- |  | ----- | 
|                                                                                                               | At December 31, | 
|(in euro millions)                                                                                             | 2003            |  | 2002  | 
|                                                                                                               |                 |  |       | 
|Financing Debt                                                                                                 |                 |  |       | 
|AXA, The Company:                                                                                              |                 |  |       | 
|Euro Medium Term Notes, 6.0%, due
      through 2013                                                           | 1,350           |  | 1,370 | 
|ORANs (bonds redeemable in shares
      or cash)                                                               | 1,389           |  |      | 
|Commercial Paper                                                                                               | 120             |  |      | 
|Other                                                                                                          | 9               |  | 22    | 
|AXA Germany:                                                                                                   |                 |  |       | 
|Redeemable Notes, 6.0%                                                                                         |                |  | 258   | 
|AXA Financial, Inc.:                                                                                           |                 |  |       | 
|Senior Notes, 7.75% due 2010                                                                                   | 378             |  | 455   | 
|Senior debentures, 7.0% due 2028                                                                               | 276             |  | 332   | 
|Senior Notes, 6.5% due 2008                                                                                    | 198             |  | 238   | 
|Senior Notes, 9.0% due 2004                                                                                    | 237             |  | 286   | 
|Senior Notes, 7.30% due through 2003                                                                           |                |  | 74    | 
|AXA UK Holdings:                                                                                               |                 |  |       | 
|Guardian Royal Exchange Loan Notes,
      6.625%, due 2023                                                     | 219             |  | 238   | 
|Wholly-owned and Joint venture Real Estate (AXA Financial,
      Inc.):                                        |                 |  |       | 
|Mortgage Notes, 4.92% due through
      2017                                                                   | 277             |  | 334   | 
|Other financing debt under100
      million each                                                              | 6               |  | 16    | 
|                                                                                                               |                 |  |       | 
|Total financing debt                                                                                           | 4,459           |  | 3,622 | 
|                                                                                                               |                 |  |       | 
|Operating Debt                                                                                                 |                 |  |       | 
|Alliance Capital:                                                                                              |                 |  |       | 
|Senior Notes, 5.625% due 2006                                                                                  | 320             |  | 386   | 
|Commercial Paper program                                                                                       |                |  | 21    | 
|French banks:                                                                                                  |                 |  |       | 
|AXA Banque                                                                                                     | 41              |  | 357   | 
|AXA, The Company:                                                                                              |                 |  |       | 
|Operating debts on behalf of its French,
      UK and German subsidiaries                                      | 162             |  | 232   | 
|Other Financial Services in France                                                                             |                 |  |       | 
|Fonds immobilier Paris Office Funds
      (FIPOF)                                                              | 62              |  | 63    | 
|Other operating debt under50
      million each                                                               | 112             |  | 1     | 
|                                                                                                               |                 |  |       | 
|Total operating debt                                                                                           | 697             |  | 1,060 | 
|                                                                                                               |                 |  |       | 
|TOTAL                                                                                                          | 5,156           |  | 4,682 | 
|                                                                                                               |                 |  |       | 
|Note: certain increases/decreases year on year are
      attributable to the impact of foreign exchange rates. |                 |  |       | 
|                                                                                                               |                 |  |       | 

/F-56



At
  December 31, 2003, aggregate maturities of non-subordinated debt issued by AXA
  and its subsidiaries based on required payment of principal at maturity for
  2004, the four succeeding years and thereafter totaled2,355
  million in 2004,348
  million in 2005,338
  million in 2006,3
  million in 2007,348
  million in 2008 and the remainder (1,764
  million) thereafter.

ORAN
  bonds (bonds redeemable in shares or cash), were issued through the exercise
  of warrants allocated free of charge to AXA shareholders as part of the MONY
  transaction for a total mount of1,389
  million. Shareholders on record at close of business on September 19, 2003 were
  allocated one warrant for each share held resulting in the issue by AXA of 1
  763 924 947 warrants. 16 warrants entitled warrant holders to subscribe one
  ORAN against payment of Euro 12.75 per ORAN corresponding to the issue of 110
  245 309 ORANs for a total of Euro 1 405 627 690. Each ORAN issued will be automatically
  redeemed by the issuance of one new ordinary AXA share following the closing
  date of the acquisition. If the acquisition is not completed, and at the latest
  on December 21, 2004, the ORANs will be redeemed in cash, at par with accrued
  interest of 2.4% prorata temporis.

The
  mandatory convertible bonds (bearing interest at 6%) of258
  million issued by AXA Colonia Konzern Finance were redeemed in 2003.

AXA
  Financial senior bonds of296
  million were partly redeemed in 2003.

AXA
  Financial, through Equitable Life, has a commercial paper program with an issue
  limit of U.S.$500 million. This program is available for general corporate purposes
  used to support Equitable Lifes liquidity needs and is supported by Equitable
  Lifes existing U.S.$350 million bank credit facility. There were no amounts
  outstanding under this program at December 31, 2003 or at December 31, 2002.

Of
  AXAs total non-subordinated debt instrument obligations outstanding at
  December 31, 2003 of5,156
  million (2002:4,682
  million before accrued interest), the amount related to short-term debt was2,355
  million, of which  1,789
  million related to AXA, the Company (2002:701
  million and13
  million, respectively).

In
  2002, the repayment of the Medium Term Notes, 3.3% to 8.2%, due through 2005
  was partly refinanced by (i) the drawdown of approximately500
  million under the Companys3.0
  billion EMTN program, and (ii) from dividends received from the Companys
  subsidiaries.

During
  2002, under the Companys3.0
  billion Euro Medium Term Note program (EMTN), approximately500
  million was drawndown. Of the total amount outstanding of1,571
  million under this facility, approximately147
  million has been attributed to other AXA Group entities and, accordingly, is
  eliminated on consolidation. The drawdown was primarily effected in three separate
  tranches of U.S. dollars and Euro, as follows:

- U.S.
    dollar tranche: U.S.$100 million due January 14, 2004, at an issue price of
    100% and with an interest rate of Libor 3-month plus 10 basis points on a
    quarterly basis.
- Euro
    tranches: (i)200
    million due February 4, 2004, at an issue price of 99.922% and with quarterly
    interest payments at an interest rate of Euribor 3-month plus 5 basis points.
    (ii)200
    million due February 8, 2005, at an issue price of 100% and with quarterly
    interest payments at an interest rate of Euribor 3-month plus 16 basis points.

/F-57



19.
  Amounts Owed to Credit Institutions

|                                                                                                               |                 |  |       | 
|-------------------------------------------------------------------------------------------------------------- | --------------- |  | ----- | 
|                                                                                                               | At December 31, | 
|(in euro millions)                                                                                             | 2003            |  | 2002  | 
|                                                                                                               |                 |  |       | 
|Financing Debt                                                                                                 |                 |  |       | 
|AXA, The Company                                                                                               |                |  | 254   | 
|Other                                                                                                          |                 |  |       | 
|Other financing debt under 50 million
      each                                                              | 29              |  | 50    | 
|                                                                                                               |                 |  |       | 
|Total financing debt                                                                                           | 29              |  | 304   | 
|                                                                                                               |                 |  |       | 
|Operating Debt                                                                                                 |                 |  |       | 
|Other financial services in France                                                                             |                 |  |       | 
|Compagnie Financière de Paris                                                                                  | 17              |  | 93    | 
|AXA Banque                                                                                                     | 266             |  | 408   | 
|Other financial services in Germany                                                                            |                 |  |       | 
|Colonia Bausparkasse                                                                                           | 190             |  | 350   | 
|AXA Vorsorgebank                                                                                               | 241             |  | 213   | 
|Other financial services in Belgium                                                                            |                 |  |       | 
|AXA Bank Belgium                                                                                               | 2,090           |  | 2,570 | 
|Other                                                                                                          | 2               |  | 1     | 
|Bank overdrafts                                                                                                | 1,016           |  | 1,077 | 
|                                                                                                               |                 |  |       | 
|Total operating debt                                                                                           | 3,822           |  | 4,713 | 
|                                                                                                               |                 |  |       | 
|TOTAL                                                                                                          | 3,851           |  | 5,017 | 
|                                                                                                               |                 |  |       | 
|Note: certain increases/decreases year on year are attributable
      to the impact of foreign exchange rates. |                 |  |       | 
|                                                                                                               |                 |  |       | 

In
  2003, AXA SA repaid its credit lines of254
  million that were maturing. AXA Bank Belgium reduced its operating debt by480
  million, as financing relies mainly on current accounts with the National Bank
  of Belgium. Colonia Bausparkasse reduced its operating debt by160
  million, mainly due to the reduction in regulatory liquidity requirements for
  real estate companies introduced at the start of 2003.

AXA
  (the Company) had standby committed credit facilities at December 31, 2003 of5.4
  billion (2002:4.8
  billion). These committed credit facilities consist of several different credit
  lines with interest rates based on the Euro Inter-Bank Offered Rate (EURIBOR).

AXA
  Financial, through Equitable Life, has a U.S.$350 million bank five-year credit
  facility. The interest rates are based on external indices dependent on the
  type of borrowing ranging from 1.34% to 4.0%. There were no amounts outstanding
  under this credit facility at December 31, 2003. During 2002, AXA Financial
  cancelled its previously existing U.S.$250 million 364-day credit facility.

In
  2002, the159
  million reduction in debt was mainly due to the decreasing operating debt of
  AXA Banque (lower financing needs in 2002), CFP Crédit and AXA Bank Belgium
  (principally on deposit accounts).

/F-58



In
  September 2002, Alliance Capital entered into a U.S.$800 million five-year revolving
  credit facility with a group of commercial banks and other lenders that replaced
  three existing credit facilities aggregating U.S.$875 million. Of the U.S.$800
  million, U.S.$425 million is intended to provide back-up liquidity for its U.S.$425
  million commercial paper program (see note 18 Non-subordinated Debt Instruments
  Issued above), with the balance available for general corporate purposes,
  including capital expenditures and funding of the payments of sales commissions
  to financial intermediaries. Under the credit facility, the interest rate, at
  the option of the borrower, is a floating rate generally based upon a defined
  prime rate, a rate related to the London Interbank Offered Rate (LIBOR)
  or the Federal Funds Rate. A facility fee is payable on the total facility.
  In addition, a utilization rate fee is payable in the event the average aggregate
  daily outstanding balance exceeds U.S.$400 million for each calendar quarter.
  The revolving credit facility contains covenants that, among other things, require
  Alliance Capital to meet certain financial ratios. Alliance Capital was in compliance
  with the covenants at December 31, 2003. At December 31, 2003, Alliance Capital
  no borrowings were outstanding under Alliances commercial paper program
  or credit facilities.

Of
  the total amounts owed to credit institutions on a consolidated basis, nearly
  all of the arrangements are payable on demand, except those of the Company.

20.
  Net Investment Result

The
  sources of net investment results are summarized as follows:

|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|-------------------------------------- | ------------------------ |  | --------------------- |  | ----------------- |  | ------------------------- |  | ---- |  | ----- |  | ----- |  | ----- |  | ------- |  | ----- |  | ----- |  | ----- |  | ------ |  | -------- |  | -------- | 
|                                       | Years ended December 31, | 
|                                       | Insurance                |  | Financial services(a) |  | Holding companies |  | Intersegment eliminations |  |      |  | Total |  |       | 
|(in euro millions)                     | 2003                     |  | 2002                  |  | 2001              |  | 2003                      |  | 2002 |  | 2001  |  | 2003  |  | 2002  |  | 2001    |  | 2003  |  | 2002  |  | 2001  |  | 2003   |  | 2002     |  | 2001     | 
|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Net investment income on:              |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Fixed maturities                       | 8,132                    |  | 8,462                 |  | 8,554             |  |                          |  |     |  |      |  | 15    |  | 7     |  | 27      |  | (17)  |  | (17)  |  | (10)  |  | 8,131  |  | 8,453    |  | 8,570    | 
|Equity investments                     | 2,139                    |  | 1,915                 |  | 1,997             |  | 13                        |  | 7    |  | 23    |  | 67    |  | 35    |  | 55      |  |      |  |      |  |      |  | 2,219  |  | 1,958    |  | 2,075    | 
|Mortgage, policy and other
      loans | 1,276                    |  | 1,528                 |  | 1,790             |  |                          |  |     |  |      |  | 9     |  | 7     |  | 14      |  | (222) |  | (178) |  | (82)  |  | 1,063  |  | 1,357    |  | 1,722    | 
|Real Estate                            | 764                      |  | 824                   |  | 828               |  | (3)                       |  | 2    |  | (1)   |  | (1)   |  | (1)   |  | (2)     |  |      |  | (0    |  | (2)   |  | 761    |  | 825      |  | 823      | 
|Other invested assets                  | 631                      |  | 822                   |  | 1,178             |  | 11                        |  | 16   |  | 23    |  | 230   |  | 386   |  | 423     |  | (153) |  | (215) |  | (205) |  | 720    |  | 1,009    |  | 1,419    | 
|Interest expenses                      | (236)                    |  | (274)                 |  | (328)             |  | (45)                      |  | (58) |  | (55)  |  | (755) |  | (862) |  | (1,090) |  | 333   |  | 361   |  | 286   |  | (702)  |  | (832)    |  | (1,186)  | 
|Other investment expenses              | (569)                    |  | (564)                 |  | (684)             |  | (22)                      |  | (12) |  | (14)  |  | (13)  |  | (30)  |  | (39)    |  | 84    |  | 96    |  | 83    |  | (520)  |  | (510)    |  | (654)    | 
|Net investment income
      on:        | 12,137                   |  | 12,714                |  | 13,335            |  | (45)                      |  | (44) |  | (24)  |  | (446) |  | (457) |  | (612)   |  | 26    |  | 47    |  | 70    |  | 11,671 |  | 12,260   |  | 12,769   | 
|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Investment gains/(losses),             |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|net of valuation allowances on:(b)     |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Fixed maturities                       | 52                       |  | 726                   |  | 73                |  | 145                       |  | 46   |  | 62    |  | (4)   |  | (10)  |  | 0       |  |      |  |      |  |      |  | 193    |  | 762      |  | 136      | 
|Equity investments                     | (136)                    |  | (5,457)               |  | (3,186)           |  | 27                        |  | 361  |  | 2     |  | 34    |  | 446   |  | 429     |  |      |  |      |  |      |  | (74)   |  | (4,650)  |  | (2,755)  | 
|Mortgage, policy and other
      loans | (36)                     |  | (108)                 |  | (129)             |  | (0)                       |  |     |  |      |  |      |  | (12)  |  | (25)    |  |      |  |      |  |      |  | (37)   |  | (120)    |  | (154)    | 
|Real Estate                            | 224                      |  | 557                   |  | 344               |  | 3                         |  | 10   |  | 0     |  | 0     |  | 1     |  | 9       |  |      |  |      |  |      |  | 227    |  | 567      |  | 353      | 
|Other                                  | (3)                      |  | 87                    |  | 7                 |  | 16                        |  | (41) |  | 33    |  | (7)   |  | (1)   |  | (19)    |  |      |  |      |  |      |  | 6      |  | 45       |  | 20       | 
|Net investment gains/(losses)          | 101                      |  | (4,196)               |  | (2,891)           |  | 191                       |  | 376  |  | 97    |  | 23    |  | 424   |  | 394     |  |      |  |      |  |      |  | 315    |  | (3,396)  |  | (2,399)  | 
|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Change in fair value of separate       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|account (unit-linked) assets (net)     | 14,949                   |  | (17,576)              |  | (11,613)          |  |                          |  |     |  |      |  |      |  |      |  |        |  |      |  |      |  |      |  | 14,949 |  | (17,576) |  | (11,613) | 
|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 
|Net investment result(b)               | 27,187                   |  | (9,058)               |  | (1,170)           |  | 146                       |  | 331  |  | 73    |  | (423) |  | (33)  |  | (218)   |  | 26    |  | 47    |  | 70    |  | 26,935 |  | (8,713)  |  | (1,244)  | 
|                                       |                          |  |                       |  |                   |  |                           |  |      |  |       |  |       |  |       |  |         |  |       |  |       |  |       |  |        |  |          |  |          | 

|(a) | Amounts do not include investment income and investment
      expenses from the banking operations, which are included in Revenues
      from banking activities and in Bank operating expenses
      in the consolidated statements of income. Also, depreciation expense related
      to real estate held by AXAs real estate companies is excluded in the
      above presentation, as also included in Bank operating expenses.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes realized investment gains and losses and unrealized
      investment gains and losses on assets accounted for as trading, including
      losses on assets supporting the UK With-Profit business, of1,134 million in 2003 and3,444
      million in 2002.                                                                                                                                                                    

/F-59



|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|---------------------------------- | ------------------------ |  | ------------------- |  | --------- |  | --------------- |  | ----- |  | ----- |  | ------------- |  | ----- |  | ---- |  | ------ |  | -------- |  | -------- | 
|                                   | Years ended December 31, | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  | International |  |       |  |      |  |        | 
|                                   | Life & Savings           |  | Property & Casualty |  | Insurance |  | Total Insurance | 
|(in euro millions)                 | 2003                     |  | 2002                |  | 2001      |  | 2003            |  | 2002  |  | 2001  |  | 2003          |  | 2002  |  | 2001 |  | 2003   |  | 2002     |  | 2001     | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Net investment income on           |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Fixed maturities                   | 7,084                    |  | 7,336               |  | 7,342     |  | 787             |  | 849   |  | 909   |  | 261           |  | 278   |  | 303  |  | 8,132  |  | 8,462    |  | 8,554    | 
|Equity investments                 | 1,762                    |  | 1,545               |  | 1,565     |  | 353             |  | 348   |  | 403   |  | 24            |  | 23    |  | 29   |  | 2,139  |  | 1,915    |  | 1,997    | 
|Mortgage, policy and other loans   | 1,196                    |  | 1,385               |  | 1,705     |  | 51              |  | 113   |  | 80    |  | 29            |  | 30    |  | 6    |  | 1,276  |  | 1,528    |  | 1,790    | 
|Real Estate                        | 621                      |  | 667                 |  | 660       |  | 134             |  | 139   |  | 145   |  | 8             |  | 18    |  | 23   |  | 764    |  | 824      |  | 828      | 
|Other invested assets              | 455                      |  | 678                 |  | 951       |  | 113             |  | 75    |  | 160   |  | 64            |  | 69    |  | 67   |  | 631    |  | 822      |  | 1,178    | 
|Interest expenses                  | (152)                    |  | (183)               |  | (258)     |  | (38)            |  | (53)  |  | (44)  |  | (46)          |  | (38)  |  | (25) |  | (236)  |  | (274)    |  | (328)    | 
|Other investment expenses          | (427)                    |  | (431)               |  | (558)     |  | (121)           |  | (94)  |  | (108) |  | (21)          |  | (38)  |  | (18) |  | (569)  |  | (564)    |  | (684)    | 
|Net investment income              | 10,539                   |  | 10,997              |  | 11,407    |  | 1,279           |  | 1,375 |  | 1,543 |  | 319           |  | 342   |  | 385  |  | 12,137 |  | 12,714   |  | 13,335   | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Net investment gains/(losses),     |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|net of valuation allowances on:(b) |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Fixed maturities                   | (7)                      |  | 532                 |  | (127)     |  | 5               |  | 88    |  | 106   |  | 53            |  | 106   |  | 95   |  | 52     |  | 726      |  | 73       | 
|Equity investments                 | 150                      |  | (5,047)             |  | (3,401)   |  | (273)           |  | (298) |  | 252   |  | (13)          |  | (113) |  | (37) |  | (136)  |  | (5,457)  |  | (3,186)  | 
|Mortgage, policy and other loans   | (36)                     |  | (106)               |  | (125)     |  | (1)             |  | (1)   |  | (4)   |  |               |  | (0)   |  |      |  | (36)   |  | (108)    |  | (129)    | 
|Real Estate                        | 156                      |  | 474                 |  | 333       |  | 68              |  | 75    |  | 19    |  | (0)           |  | 8     |  | (8)  |  | 224    |  | 557      |  | 344      | 
|Other                              | 21                       |  | 43                  |  | (4)       |  | (4)             |  | (9)   |  | (0)   |  | (20)          |  | 53    |  | 11   |  | (3)    |  | 87       |  | 7        | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Net investment gains/(losses)      | 285                      |  | (4,105)             |  | (3,324)   |  | (204)           |  | (145) |  | 373   |  | 20            |  | 54    |  | 60   |  | 101    |  | (4,196)  |  | (2,891)  | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Change in fair value of separate   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|account (unit-linked) assets (net) | 14,949                   |  | (17,576)            |  | (11,613)  |  |                |  |      |  |      |  |              |  |      |  |     |  | 14,949 |  | (17,576) |  | (11,613) | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 
|Net investment result(a)           | 25,773                   |  | (10,684)            |  | (3,531)   |  | 1,075           |  | 1,230 |  | 1,916 |  | 339           |  | 396   |  | 445  |  | 27,187 |  | (9,058)  |  | (1,170)  | 
|                                   |                          |  |                     |  |           |  |                 |  |       |  |       |  |               |  |       |  |      |  |        |  |          |  |          | 

|(a) | Amounts do not include investment income and investment
      expenses from the banking operations, which are included in Revenues
      from banking activities and in Bank operating expenses
      in the consolidated statements of income. Also, depreciation expense related
      to real estate held by AXAs real estate companies is excluded in the
      above presentation, as also included in Bank operating expenses.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes realized investment gains and losses and unrealized
      investment gains and losses on assets accounted for as trading, including
      assets supporting the UK With-Profit business of (1,134)
      million (2002: (3,444) million).                                                                                                                                                                                       

2003
  brought a reversal in the three-year downtrend in the financial markets, with
  a twofold impact on the net investment result:

- The
    change in market value of assets supporting separate account (unit-linked)
    contracts totaled14.9
    billion positive impact on the net investment result of Life & Savings
    insurance companies (2002:17.6
    billion and 2001:  11.6
    billion).
- Capital
    gains, net of valuation allowances, totaled315
    million, as opposed to net capital losses of3.4
    billion in 2002 and2.4
    billion in 2001. This figure included a+1.1
    billion impact (2002:3.4
    billion, 2001: loss of 3.0
    billion) from the change in market value on With-Profit assets
    in the UK (accounted for at market value in the balance sheet, excluding the
    positive impact of investment revenues), valuation allowances of2
    billion for the impairment of equity securities (2002:912
    million, 2001:995
    million), and valuation allowances of368
    million for the impairment of the bond portfolio (2002:341
    million, 2001:312
    million). The capital gain realized on the sale of Crédit Lyonnais
    shares was542
    million. Crédit Agricole shares received in exchange for Crédit
    Lyonnais shares were sold in their entirety, resulting in an additional capital
    gain of8
    million.

In
  addition:

In
  Australia, AXA Asia Pacific Holdings completed the disposal of its 50% stake
  inMembers
  Equity Pty Ltdto
  Industry Funds Services on January 8, 2003, resulting in a capital gain of35
  million, based on a disposal price of53
  million.

/F-60



InAustria,AXA
  announced on December 18, 2002 the results of its discussions with UNIQA Versicherung
  AG Austrias number one life insurer and number four Property &
  Casualty insurer  concerning the sale of its Austrian assets. The deal
  was signed in December 2002 and completed on June 4, 2003, resulting in a capital
  gain was  51
  million.

AXA
  Bank Belgium sold its consumer credit subsidiaryAuxifina,which
  had a different customer base to its banking business. The resulting capital
  gain booked in 2003 was15
  million.

In
  Germany, on July 1 2003, AXA sold its 49.9% stake inColonia
  Re JVto
  General Re. The agreement ended the successful German joint venture with General
  Re lasting more than eight years. This move was in line with AXAs strategy
  of refocusing on core businesses in Germany. The disposal price was701
  million, and the resulting capital gain was12
  million.

In
  January 2001, AXA and certain of its subsidiaries sold the remaining shares
  of Credit Suisse Group received in connection with the sales of DLJ for a realized
  gain of110
  million (net Group share).

FRENCH
  SAVINGS CONTRACTS

French
  Savings Contracts (ACAV and ACAVI) are supported by investments in the form
  of mutual funds or real estate funds (collectively referred to as funds) generally
  established by AXA. Real estate funds consist of non-listed real estate companies
  or real estate joint ventures. The funds issue shares at fair value, which form
  the underlying investments of French Savings Contracts.

When
  AXA establishes a fund, the insurance Companys General Account contributes
  cash or other assets, generally in the form of securities or real estate, to
  the fund and receives all of the shares of the fund in return. When securities
  or real estate assets are contributed to the funds, a gain or loss is recognized
  corresponding to the difference between the estimated fair value of the securities
  or real estate transferred and AXAs historical carrying value of such
  assets at the date of transfer.

When
  French Savings Contracts are issued, shares of the funds supporting such French
  Savings Contracts are transferred from the General Account to the corresponding
  Separate Account on a first-in, first-out basis and a gain or loss is recognized
  by AXA through its General Account for the difference between the fair value
  of the fund shares and their carrying value. Annual fund income is credited
  to the policyholders and additional fund shares are transferred from the General
  Account to the Separate Account for such income. At contract maturity or redemption,
  fund shares are transferred back to the General Account, for cash, at fair value
  and a new cost basis in such shares held in the General Account is established.
  Such shares are generally held in the General Account as equity investments
  or real estate, as appropriate, pending issuance of new French Savings Contracts
  or increases in balances for existing French Savings Contracts; such shares
  can also be held for investment, be sold or be redeemed at fair value by the
  issuing fund. Fair value of fund shares is determined annually or more frequently
  for real estate funds and daily for mutual funds.

/F-61



21.
  Reinsurance

In
  the normal course of business, AXA seeks to reduce the loss that may arise from
  catastrophes or other events that cause unfavorable underwriting results through
  reinsurance. Reinsurance does not relieve the ceding insurance company of its
  primary obligation to the policyholder in a reinsurance transaction.

AXA
  limits the effect of catastrophic events and certain other risks on the results
  of its property and casualty insurance subsidiaries by reinsuring against such
  events and risks on a non-proportional excess of loss basis. AXAs life
  insurance subsidiaries reinsure individual mortality risks in excess of amounts
  that vary by subsidiary, based on its financial position. AXA also assumes certain
  levels of risk in various areas of exposure from other insurance companies or
  reinsurers. Reinsurance assumed activity is included with direct insurance activity
  for each of the three insurance segments.

The
  components of reinsurance ceded, net, as presented in the consolidated statements
  of income, are summarized as follows:

|                       |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|---------------------- | --------- |  | ---------- |  | ------------- |  | ------------ |  | --------- |  | ------------------------ |  | ------- |  | ------- |  | ------- |  | ----- |  | ----- |  | ---- |  | ------- |  | ------- |  | ------- | 
|                       |           |  |            |  |               |  |              |  |           |  | Years ended December 31, |  |         |  |         |  |         |  |       |  |       | 
|                       | Life      |  | Property   |  | International |  | Intersegment |  | Total     | 
|                       | & Savings |  | & Casualty |  | Insurance     |  | eliminations |  | Insurance | 
|(in euro millions)     | 2003      |  | 2002       |  | 2001          |  | 2003         |  | 2002      |  | 2001                     |  | 2003    |  | 2002    |  | 2001    |  | 2003  |  | 2002  |  | 2001 |  | 2003    |  | 2002    |  | 2001    | 
|                       |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|Premiums ceded         |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|and retroceded         | (740)     |  | (809)      |  | (777)         |  | (1,058)      |  | (1,172)   |  | (1,221)                  |  | (1,407) |  | (1,865) |  | (1,660) |  | 132   |  | 169   |  | 93   |  | (3,073) |  | (3,678) |  | (3,565) | 
|Change in unearned     |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|premium reserve ceded  | 95        |  | 139        |  | 99            |  | 18           |  | (39)      |  | (46)                     |  | 5       |  | (60)    |  | 165     |  | 5     |  | 10    |  | (7)  |  | 123     |  | 49      |  | 210     | 
|Insurance benefits     |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|and claims ceded       | 672       |  | 885        |  | 762           |  | 432          |  | 840       |  | 1,003                    |  | 494     |  | 716     |  | 2,338   |  | (131) |  | (110) |  | (47) |  | 1,467   |  | 2,331   |  | 4,056   | 
|Commissions received   |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|from reinsurers        | 57        |  | 73         |  | 56            |  | 114          |  | 142       |  | 152                      |  | 208     |  | 572     |  | 258     |  | (8)   |  | (12)  |  | (4)  |  | 371     |  | 774     |  | 462     | 
|                       |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 
|REINSURANCE CEDED, NET | 84        |  | 288        |  | 139           |  | (495)        |  | (229)     |  | (112)                    |  | (701)   |  | (638)   |  | 1,101   |  | (1)   |  | 57    |  | 35   |  | (1,113) |  | (523)   |  | 1,163   | 
|                       |           |  |            |  |               |  |              |  |           |  |                          |  |         |  |         |  |         |  |       |  |       |  |      |  |         |  |         |  |         | 

In
  2003, there was a decrease in reinsurance ceded result. In Property & Casualty
  insurance, the fall was due to improvement in claims gross of reinsurance in
  Germany, due to the lack of major claims following the floods in 2002, and in
  the UK due to the increase in reserves carried out in 2002, which was not repeated
  in 2003. In International insurance, the fall was due to (i) the decrease in
  reinsurance ceded at AXA Corporate Solutions Assurance resulting from the improvement
  in gross claims experience, partly offset by (ii) the rise in reinsurance ceded
  at AXA RE, due to the review of reinsurance programs, resulting in a fall in
  the amount of premiums ceded.

In
  2002, the strong negative impact of the reinsurance ceded observed was explained
  by the exceptional cost of the terrorist attacks on September 11, 2001, for
  which the gross charge in 2001 was partly reinsured.

/F-62



The following
  table provides an analysis of premiums written and earned for AXAs three
  insurance segments for the periods indicated.

|                                                                  |                          |  |         |  |         | 
|----------------------------------------------------------------- | ------------------------ |  | ------- |  | ------- | 
|                                                                  | Years ended December 31, | 
|(in euro millions, except for percentages)                        | 2003                     |  | 2002    |  | 2001    | 
|                                                                  |                          |  |         |  |         | 
|Life & Savings                                                    |                          |  |         |  |         | 
|Direct premiums                                                   | 42,342                   |  | 46,351  |  | 46,400  | 
|Reinsurance assumed                                               | 3,944                    |  | 1,696   |  | 1,513   | 
|Reinsurance ceded                                                 | (727)                    |  | (787)   |  | (763)   | 
|                                                                  |                          |  |         |  |         | 
|Net Life & Savings Premiums                                       | 45,559                   |  | 47,260  |  | 47,150  | 
|Reinsurance assumed as a percentage
      of net premiums written | 8.7%                     |  | 3.6%    |  | 3.2%    | 
|                                                                  |                          |  |         |  |         | 
|Property & Casualty                                               |                          |  |         |  |         | 
|Direct premiums written                                           | 16,655                   |  | 15,569  |  | 15,220  | 
|Reinsurance assumed                                               | 408                      |  | 367     |  | 674     | 
|Reinsurance ceded                                                 | (995)                    |  | (1,111) |  | (1,178) | 
|                                                                  |                          |  |         |  |         | 
|Net Property & Casualty Premiums Written                          | 16,068                   |  | 14,825  |  | 14,716  | 
|Reinsurance assumed as a percentage
      of net premiums written | 2.5%                     |  | 2.5%    |  | 4.6%    | 
|Premiums earned                                                   | 16,832                   |  | 15,628  |  | 15,780  | 
|Reinsurance ceded (earned)                                        | (977)                    |  | (1,138) |  | (1,215) | 
|                                                                  |                          |  |         |  |         | 
|Net Property & Casualty Premiums Earned                           | 15,855                   |  | 14,491  |  | 14,564  | 
|International Insurance                                           |                          |  |         |  |         | 
|Direct premiums written                                           | 1,180                    |  | 1,276   |  | 1,525   | 
|Reinsurance assumed                                               | 2,776                    |  | 4,464   |  | 4,139   | 
|Reinsurance ceded                                                 | (1,199)                  |  | (1,641) |  | (1,624) | 
|                                                                  |                          |  |         |  |         | 
|Net International Insurance Premiums Written                      | 2,757                    |  | 4,099   |  | 4,040   | 
|Reinsurance assumed as a percentage
      of net premiums written | 100.7%                   |  | 108.9%  |  | 102.5%  | 
|Premiums earned                                                   | 4,512                    |  | 5,681   |  | 5,425   | 
|Reinsurance ceded (earned)                                        | (1,202)                  |  | (1,707) |  | (1,473) | 
|                                                                  |                          |  |         |  |         | 
|Net International Insurance Premiums Earned                       | 3,310                    |  | 3,974   |  | 3,952   | 
|                                                                  |                          |  |         |  |         | 

AXA evaluates
  the financial condition of its reinsurers to minimize its exposure to significant
  losses from reinsurer insolvencies. Significant reinsurance amounts recoverable
  on paid and unpaid losses are secured by letters of credit or assets deposited
  with AXA or in trusts on behalf of AXA.

/F-63



22.
  Operating Charges

The
  analysis of operating expenses below does not include operating expenses in
  respect of banking activities, which are presented separately in the statements
  of income.

The
  tables below give the split between the operating charges by nature of expenses
  and by classification. Each classification of operating expenses corresponds
  to the main functions within an insurance company. Financial services-related
  expenses incurred by the insurance companies are included under administrative
  expenses.



|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|--------------------------------- | ------------------------------------- |  | ---------- |  | --------- |  | --------- |  | ------- |  | --------- |  | --------- |  | ------------ |  | -------- | 
|                                  | Years
        ended December 31, 2003 | 
|                                  |                                       |  |            |  | Inter-    |  |           |  | Asset   |  | Other     |  |           |  | Intersegment |  |          | 
|                                  | Life &                                |  | Property   |  | national  |  | Total     |  | Mana-   |  | Financial |  | Holding   |  | elimi-       |  |          | 
|(in euro millions)                | Savings                               |  | & Casualty |  | Insurance |  | Insurance |  | gement  |  | Services  |  | companies |  | nations      |  | TOTAL    | 
|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|Insurance acquisition expenses(a) | (2,797)                               |  | (2,727)    |  | (290)     |  | (5,814)   |  |        |  |          |  |          |  | 16           |  | (5,798)  | 
|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|Acquisition costs (b)             | (3,896)                               |  | (2,820)    |  | (290)     |  | (7,007)   |  |        |  |          |  |          |  | 16           |  | (6,991)  | 
|Insurance claims expenses (c)     | (339)                                 |  | (914)      |  | (731)     |  | (1,984)   |  |        |  |          |  |          |  | 4            |  | (1,980)  | 
|Investment management expenses    | (d)(203)                              |  | (26)       |  | (7)       |  | (236)     |  |        |  |          |  |          |  | 75           |  | (161)    | 
|Administrative expenses           | (2,457)                               |  | (1,865)    |  | (313)     |  | (4,635)   |  | (2,769) |  | (323)     |  | (93)      |  | 253          |  | (7,567)  | 
|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|TOTAL BEFORE INTERSEGMENT         |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|ELIMINATIONS                      | (6,895)                               |  | (5,625)    |  | (1,341)   |  | (13,861)  |  | (2,769) |  | (323)     |  | (93)      |  | 348          |  | (16,699) | 
|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|Including:                        |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 
|Salaries and benefits             | (2,085)                               |  | (1,800)    |  | (301)     |  | (4,185)   |  | (1,089) |  | (144)     |  | (136)     |  | 1            |  | (5,554)  | 
|Depreciation                      | (187)                                 |  | (63)       |  | (21)      |  | (271)     |  | (71)    |  | (12)      |  | (17)      |  |             |  | (371)    | 
|Commissions                       | (2,773)                               |  | (2,703)    |  | (756)     |  | (6,232)   |  |        |  |          |  |          |  | 31           |  | (6,201)  | 
|Other charges                     | (1,850)                               |  | (1,060)    |  | (263)     |  | (3,173)   |  | (1,609) |  | (166)     |  | 59        |  | 316          |  | (4,573)  | 
|                                  |                                       |  |            |  |           |  |           |  |         |  |           |  |           |  |              |  |          | 

|(a) | Represents total acquisition expenses as presented in
      the statement of income including amortization expense for value of purchased
      life business in-force (VBI) and the change in deferred acquisition costs
      (DAC), which is net of changes in unearned premium reserves.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Before amortization of value of purchased business in-force,
      the change in deferred acquisition costs and the change in unearned premium
      reserves.                                                                                                                              
|(c) | Such costs are included within insurance benefits
      and claims in the consolidated statement of income.                                                                                                                                                                               
|(d) | Such costs are included within net investment results
      in the consolidated statement of income.                                                                                                                                                                                      

In
  2002, the presentation of information has changed such that each type of operating
  charge is presented gross of intersegment eliminations  prior period presentation
  has not changed.

/F-64



|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|---------------------------------------- | ----------------------------------- |  | ---------- |  | --------- |  | --------- |  | ------- |  | --------- |  | --------- |  | ------------- |  | ----- | -------- | 
|                                         | Years
      ended December 31, 2002
|                                         |                                     |  |            |  | Inter-    |  |           |  | Asset   |  | Other     |  |           |  | Intersegments |  |       |         
|                                         | Life &                              |  | Property & |  | national  |  | Total     |  | Mana-   |  | Financial |  | Holding   |  | elimi-        |  |       |         
|(in euro millions)                       | Savings                             |  | Casualty   |  | Insurance |  | Insurance |  | gement  |  | Services  |  | companies |  | nations       |  | TOTAL |         
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|Insurance acquisition expenses(a)        | (2,806)                             |  | (2,754)    |  | (351)     |  | (5,912)   |  |        |  |          |  |          |  | 20            |  |       | (5,891)  | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|Acquisition costs (b)                    | (3,775)                             |  | (2,806)    |  | (351)     |  | (6,932)   |  |        |  |          |  |          |  | 20            |  |       | (6,911)  | 
|Insurance claims expenses
      (c)      | (382)                               |  | (932)      |  | (1,041)   |  | (2,355)   |  |        |  |          |  |          |  | 5             |  |       | (2,349)  | 
|Investment management
      expenses (d) | (248)                               |  | (33)       |  | (11)      |  | (292)     |  |        |  |          |  |          |  | 126           |  |       | (166)    | 
|Administrative expenses                  | (2,868)                             |  | (1,658)    |  | (367)     |  | (4,892)   |  | (2,952) |  | (335)     |  | (177)     |  | 259           |  |       | (8,098)  | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|TOTAL BEFORE INTERSEGMENT                |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|ELIMINATIONS                             | (7,273)                             |  | (5,429)    |  | (1,769)   |  | (14,471)  |  | (2,952) |  | (335)     |  | (177)     |  | 411           |  |       | (17,525) | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|Intersegment eliminations                |                                    |  |           |  |          |  |          |  |        |  |          |  |          |  |              |  |       |         | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|TOTAL                                    | (7,273)                             |  | (5,429)    |  | (1,769)   |  | (14,471)  |  | (2,952) |  | (335)     |  | (177)     |  | 411           |  |       | (17,525) | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|Including:                               |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 
|Salaries and benefits                    | (2,241)                             |  | (1,748)    |  | (288)     |  | (4,277)   |  | (1,237) |  | (150)     |  | (61)      |  |              |  |       | (5,724)  | 
|Depreciation                             | (240)                               |  | (64)       |  | (26)      |  | (330)     |  | (73)    |  | (15)      |  | (11)      |  |              |  |       | (429)    | 
|Commissions                              | (2,559)                             |  | (2,690)    |  | (1,088)   |  | (6,337)   |  |        |  |          |  |          |  | 32            |  |       | (6,305)  | 
|Other charges                            | (2,234)                             |  | (928)      |  | (367)     |  | (3,528)   |  | (1,642) |  | (171)     |  | (105)     |  | 378           |  |       | (5,066)  | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |       |          | 

|(a) | Represents total acquisition expenses as presented in
      the statement of income including amortization expense for value of purchased
      life business in-force (VBI) and the change in deferred acquisition costs
      (DAC), which is net of changes in unearned premium reserves.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Before amortization of value of purchased business in-force,
      the change in deferred acquisition costs and the change in unearned premium
      reserves.                                                                                                                              
|(c) | Such costs are included within insurance benefits
      and claims in the consolidated statement of income.                                                                                                                                                                               
|(d) | Such costs are included within net investment results
      in the consolidated statement of income.                                                                                                                                                                                      

|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|---------------------------------------- | ----------------------------------- |  | ---------- |  | --------- |  | --------- |  | ------- |  | --------- |  | --------- |  | ------------- |  | -------------- | 
|                                         | Years
      ended December 31, 2001
|                                         |                                     |  |            |  | Inter-    |  |           |  | Asset   |  | Other     |  |           |  | Intersegments |  |                | 
|                                         | Life &                              |  | Property & |  | national  |  | Total     |  | Mana-   |  | Financial |  | Holding   |  | elimi-        |  |                | 
|(in euro millions)                       | Savings                             |  | Casualty   |  | Insurance |  | Insurance |  | gement  |  | Services  |  | companies |  | nations       |  | TOTAL          | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|Insurance acquisition expenses(a)        | (3,193)                             |  | (2,868)    |  | (340)     |  | (6,401)   |  |        |  |          |  |          |  | 6             |  | (6,394)        | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|Acquisition costs (b)                    | (4,058)                             |  | (2,865)    |  | (340)     |  | (7,263)   |  |        |  |          |  |          |  | 6             |  | (7,257)        | 
|Insurance claims expenses (c)            | (398)                               |  | (1,005)    |  | (906)     |  | (2,309)   |  |        |  |          |  |          |  |              |  | (2,309)        | 
|Investment management
      expenses (d) | (183)                               |  | (28)       |  | (10)      |  | (221)     |  |        |  |          |  |          |  | 131           |  | (91)           | 
|Administrative expenses                  | (3,326)                             |  | (1,803)    |  | (299)     |  | (5,428)   |  | (3,130) |  | (315)     |  | (222)     |  | 320           |  | (8,775)        | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|TOTAL BEFORE INTERSEGMENT                |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|ELIMINATIONS                             | (7,966)                             |  | (5,701)    |  | (1,554)   |  | (15,221)  |  | (3,130) |  | (315)     |  | (222)     |  | 457           |  | (18,431)       | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|Intersegment eliminations                | 252                                 |  | 17         |  | 2         |  | 271       |  | 176     |  | (5)       |  | 15        |  | (457)         |  |               | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|TOTAL                                    | (7,713)                             |  | (5,684)    |  | (1,552)   |  | (14,949)  |  | (2,954) |  | (321)     |  | (207)     |  |              |  | (18,431)       | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|Including:                               |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 
|Salaries and benefits                    | (2,366)                             |  | (1,624)    |  | (266)     |  | (4,256)   |  | (1,243) |  | (154)     |  | (47)      |  |              |  | (5,700)        | 
|Depreciation                             | (234)                               |  | (115)      |  | (21)      |  | (371)     |  | (68)    |  | (16)      |  | (16)      |  |              |  | (471)          | 
|Commissions                              | (2,550)                             |  | (2,797)    |  | (990)     |  | (6,336)   |  |        |  |          |  |          |  |              |  | (6,336)        | 
|Other charges                            | (2,564)                             |  | (1,148)    |  | (275)     |  | (3,987)   |  | (1,642) |  | (150)     |  | (144)     |  |              |  | (5,923
      ) | 
|                                         |                                     |  |            |  |           |  |           |  |         |  |           |  |           |  |               |  |                | 

|(a) | Represents total acquisition expenses as presented in
      the statement of income including amortization expense for value of purchased
      life business in-force (VBI) and the change in deferred acquisition costs
      (DAC), which is net of changes in unearned premium reserves.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Before amortization of value of purchased business in-force,
      the change in deferred acquisition costs and the change in unearned premium
      reserves.                                                                                                                              
|(c) | Such costs are included within insurance benefits
      and claims in the consolidated statement of income.                                                                                                                                                                               
|(d) | Such costs are included within net investment results
      in the consolidated statement of income.                                                                                                                                                                                      

/F-65



23.
  Income Taxes

A
  summary of the income tax (expense) benefit in the consolidated income statements
  is shown below:

|                                           |                         |  |       |  |       | 
|------------------------------------------ | ----------------------- |  | ----- |  | ----- | 
|                                           | Year ended December 31, | 
|(in euro millions)                         | 2003                    |  | 2002  |  | 2001  | 
|                                           |                         |  |       |  |       | 
|French income tax (expense) benefit:       |                         |  |       |  |       | 
|Current                                    | (202)                   |  | (19)  |  | (203) | 
|Deferred                                   | (74)                    |  | (133) |  | 185   | 
|Total French income tax (expense) benefit  | (276)                   |  | (152) |  | (18)  | 
|Foreign income tax (expense) benefit:      |                         |  |       |  |       | 
|Current                                    | (27)                    |  | 79    |  | 68    | 
|Deferred                                   | (232)                   |  | (353) |  | (94)  | 
|Total foreign income tax (expense) benefit | (260)                   |  | (274) |  | (27)  | 
|                                           |                         |  |       |  |       | 
|GRAND TOTAL                                | (536)                   |  | (426) |  | (45)  | 
|                                           |                         |  |       |  |       | 

The
  provisions for income taxes are different from the amounts determined by multiplying
  pre-tax income by the French statutory income tax rate (35.43% in 2003 and 2002,
  36.43% in 2001). The sources of differences from the statutory rate and the
  tax effect of each are as follows:

|                                                    |                         |  |       |  |       | 
|--------------------------------------------------- | ----------------------- |  | ----- |  | ----- | 
|                                                    | Year ended December 31, | 
|(in euro millions)                                  | 2003                    |  | 2002  |  | 2001  | 
|                                                    |                         |  |       |  |       | 
|Income tax (expense)/benefit:                       |                         |  |       |  |       | 
|Income tax expense at French statutory base rate    | (617)                   |  | (609) |  | (340) | 
|Impact of different foreign statutory rates         | 85                      |  | 5     |  | (35)  | 
|Permanent differences relating to:                  |                         |  |       |  |       | 
| Investments                                       | 148                     |  | 495   |  | 321   | 
| Operating expenses and other                      | (275)                   |  | (271) |  | (379) | 
|Utilization of losses carried forward               | 27                      |  | (38)  |  | 80    | 
|Impact of difference between the statutory tax rate |                         |  |       |  |       | 
|and the effective tax rate                          | 96                      |  | (7)   |  | 309   | 
|                                                    |                         |  |       |  |       | 
|INCOME TAX EXPENSE                                  | (536)                   |  | (426) |  | (45)  | 
|                                                    |                         |  |       |  |       | 

/F-66



In 2003, there
  was148
  million of permanent differences on financial revenues and charges mostly relating
  to the parent-subsidiary tax regime (82
  million) mainly in France, permanent differences of275
  million mainly related to cumulative goodwill amortization.96
  million of differences and the impact of tax rate changes include (i) the release
  of a provision booked at the time of acquiring German activities in 1997, following
  the Groups 2003 sale of its stake in Colonia Re JV to General Re (+80
  million before the impact of the exceptional goodwill amortization included
  in the permanent differences on other revenues and charges), (ii) in the United
  States, the impact of deferred tax liability release (211
  million) following the review of the deferred tax positions, partially offset
  by (iii) the149
  million impact of recognizing an additional valuation allowance against the
  deferred tax asset in Japan.

In 2002, a152
  million tax credit was recorded in the United Sates life operations following
  a settlement with the Internal Revenue Service that led to a favorable treatment
  of certain tax matters related to separate accounts (unit-linked).

In 2001, deferred
  tax expense was affected by the German tax reform effective from January 1,
  2002 whereby realized gains on the sale of equity securities were no longer
  subject to tax. Consequently, this reduced the deferred tax liability by221
  million recorded through income. In addition, a deferred tax asset of130
  million had been recorded on non tax-exempt provisions for run-off financial
  services and63
  million had been utilized on tax losses of Sicher Direct, the direct Property
  & Casualty insurance operations of AXA in Germany.

|                                           |                                           |  |                 |         |  | 
|------------------------------------------ | ----------------------------------------- |  | --------------- | ------- |  | 
|                                           | Net deferred tax asset/liability forma(a) | 
|                                           | At December 31,                           |  | At December 31, |        
|(in euro millions)                         | 2003                                      |  | 2002            |        
|                                           |                                           |  |                 |         |  | 
|Investments                                | (266)                                     |  |                 | (824)   |  | 
|Insurance operations                       | (724)                                     |  |                 | (647)   |  | 
|Compensation and related
      benefits    | 299                                       |  |                 | 559     |  | 
|Other                                      | 789                                       |  |                 | 1,084   |  | 
|                                           |                                           |  |                 |         |  | 
|TOTAL                                      | 98                                        |  |                 | 171     |  | 
|                                           |                                           |  |                 |         |  | 
|Included in deferred
      tax liabilities | (1,954)                                   |  |                 | (4,592) |  | 
|Included in deferred
      tax assets      | 2,053                                     |  |                 | 4,763   |  | 
|                                           |                                           |  |                 |         |  | 

|(a) | As of 2003, deferred tax positions on the balance sheet
      are stated net at the level of the heads of local tax consolidation groups
      and distinct tax entities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/F-67



In
  2003, Japan increased its deferred tax asset valuation allowance by161
  million from40
  million in 2002. There was a211
  million release of deferred tax liability in the U.S. life operations following
  a review of the deferred tax positions. In Germany, a deferred tax provision
  of282
  million booked at the time of acquiring German activities in 1997, was released
  following the Groups 2003 sale of its stake in Colonia Re JV to General
  Re.

At
  December 31, 2003, AXAs consolidated deferred tax assets, net of valuation
  allowances, included tax benefits attributable to tax loss carry-forwards of595
  million (2002:737
  million, 2001:618
  million). The principal countries and entities with tax loss carry-forwards
  at December 31, 2003 included Japan of153
  million (2002:327
  million, and 2001:362
  million), the UK of330
  million (2002:309
  million, and 2001:99
  million), AXA RE of46
  million (2002:  2
  million), Morocco of15
  million (2002:37
  million and 2001:18
  million) and Australia / New Zealand of 10
  million (2002:39
  million and 2001: nil). These net operating loss carryforwards are included
  in income tax returns that are subject to examination by various tax authorities.

|                                                                                                                                                    |                   |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- |  | 
|(in euro millions)                                                                                                                                  | December 31, 2003 | 
|                                                                                                                                                    |                   |  | 
|Gross deferred tax assets (a)                                                                                                                       | 4,922             |  | 
|Valuation allowance at
      the end of the year                                                                                                    | 626               |  | 
|                                                                                                                                                    |                   |  | 
|Net deferred tax asset                                                                                                                              | 4,296             |  | 
|                                                                                                                                                    |                   |  | 
|Gross deferred tax liability(a)                                                                                                                     | 4,198             |  | 
|Net deferred tax asset/(liability)                                                                                                                  | 98                |  | 
|                                                                                                                                                    |                   |  | 
|(a)
      Amounts stated before the netting entries booked at the level of the head
      of the tax consolidated groups and distinct tax entities. |                  
|                                                                                                                                                    |                   |  | 



|                                                                                                                                           |                   |  | 
|------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- |  | 
|(in euro millions)                                                                                                                         | December 31, 2003 | 
|                                                                                                                                           |                   |  | 
|Total
      amount of net operating loss carryforwards(b)                                                                                  | 595               |  | 
|                                                                                                                                           |                   |  | 
|(b)
      36% of the net operating loss carryforwards expires within 2 and 5 years,
      and 57% have a maturity date exceeding 10 years. |                  
|                                                                                                                                           |                   |  | 

/F-68



24.
  Net Income per Ordinary Share

The
  Company calculates basic net income per ordinary share and diluted net income
  per ordinary share:

- The
    calculation of basic net income per ordinary share assumes no dilution and
    is based on the weighted average number of ordinary shares outstanding for
    the period.
- From
    2002, the calculation of diluted net income per ordinary share takes into
    account shares that may be issued as a result of stock option plans and convertible
    bonds. The effect of stock option plans on the number of fully diluted shares
    is taken into account only if options are considered to be exercisable on
    the basis of the average price of AXA share over the period. The effect of
    convertible bonds (number of shares and income) is integrated in the calculation
    if it actually generates a dilution of the net income per share.

The
  continued fall in AXAs stock price from17.8
  to14.1
  on an average basis in 2003 meant that 35 million shares (2002: 37 million,
  2001: 14 million on a proforma basis) relating to stock options were not included
  in the calculation of the weighted average number of shares on a fully diluted
  basis. In addition, the 23 million shares that may be issued in order to redeem
  the ORAN bonds issued as part of the MONY acquisition plan were taken into account
  from the date that subscription rights were issued in October 2003. As a result
  of these factors, and considering that convertible bond plans are anti-dilutive,
  the fully-diluted number of shares is 1,790 million.

The
  detailed calculation of net income per ordinary share (basic and diluted) is
  provided below:

|                                |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|------------------------------- | ------------------------------ |  | ------ |  | ----------------- |  | ----------------- |  | -------- |  | ------ |  | -------- |  | ------ | 
|                                | Years
      ended December 31, | 
|                                | 2003                           |  | 2002   |  | 2001 Pro-forma(a) |  | 2001 as published | 
|euro millions, except           | Ordinary                       |  | Net    |  | Ordinary          |  | Net               |  | Ordinary |  | Net    |  | Ordinary |  | Net    | 
|ordinary shares in millions)    | shares                         |  | income |  | shares            |  | income            |  | shares   |  | income |  | shares   |  | income | 
|                                |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|Net income                      | 1,763.66                       |  | 1,005  |  | 1,736.13          |  | 949               |  | 1,715.71 |  | 520    |  | 1,715.71 |  | 520    | 
|Net income per ordinary         |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|share (basic)                   |                               |  | 0.57   |  |                  |  | 0.55              |  |         |  | 0.30   |  |         |  | 0.30   | 
|                                |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|Effect of Dilutive Securities   |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|Stock-options                   | 3,50                           |  |       |  | 2,99              |  |                  |  | 7,63     |  |       |  | 7,63     |  |       | 
|Bonds redeemable in shares      |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|or cash ORANs) (b)             | 22,97                          |  |       |  |                  |  |                  |  |         |  |       |  |         |  |       | 
|Convertible Bonds               |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|(2.5% 1999-2014)                |                               |  |       |  |                  |  |                  |  |         |  |       |  | 37,17    |  | 24     | 
|Convertible Bonds               |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|(3.75% 2000-2017)               |                               |  |       |  |                  |  |                  |  |         |  |       |  | 26,82    |  | 26     | 
|                                |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|Net Income attributable to      |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|ordinary shares and potentially |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|dilutive securities             | 1,790.12                       |  | 1,005  |  | 1,739.12          |  | 949               |  | 1,723.34 |  | 520    |  | 1,787.33 |  | 571    | 
|Net income per ordinary share   |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 
|(diluted)                       |                                |  | 0.56   |  |                  |  | 0.55              |  |         |  | 0.30   |  |         |  | 0.32   | 
|                                |                                |  |        |  |                   |  |                   |  |          |  |        |  |          |  |        | 

|(a) | Since 2002, anti-dilutive impacts relative to convertible
      bonds are excluded from the French GAAP earnings per share calculation.
      2001 data has been restated to be on a comparable basis.                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Each ORAN issued will be automatically redeemed by the
      issuance of one new ordinary AXA share following the closing date of the
      acquisition. If the acquisition is not completed, and at the latest on December
      21, 2004, the ORANs will be redeemed in cash, at par with accrued interest
      of 2.4% prorata temporis.

/F-69



25.
  Financial Instruments

DISCLOSURE
  ABOUT FAIR VALUE

The
  estimated fair values of the financial instruments for the purposes of fair
  value disclosure below were based on quoted market prices, if available, estimated
  discounted cash flows, or quoted market prices of comparable instruments. Estimates
  of fair value do not reflect any premium or discount that could result from
  offering for sale at one time AXAs entire holdings of a particular financial
  instrument, nor do they consider the tax impact of the realization of unrealized
  gains or losses. In many cases, the disclosed fair value estimates cannot necessarily
  be realized in immediate settlement of the instruments and, therefore, do not
  necessarily represent values for which these instruments could have been sold
  at the date of the consolidated balance sheet.

The
  basis for determining fair value for invested assets is set out in note 6 Investments.

The
  estimated fair value ofinsurance
  investment contractshaving
  contract values determined by the value of underlying assets is measured at
  the estimated fair value of such assets. The estimated fair value of other insurance
  investment contracts is determined by discounting estimated contractual cash
  flows at current market interest rates. In respect ofshort
  term and long term debt,(i)
  the carrying amount of short-term borrowings approximates its fair value, and
  (ii) the fair value of long-term debt is determined using published market values,
  where available, or contractual cash flows discounted at market interest rates
  reflecting the credit worthiness of the Company or subsidiary issuing the debt.
  The estimated fair values offinancial
  instrumentsfor
  which carrying value differs from estimated fair value are as follows:

|                                                     |                 |  |            |  |              |  |            | 
|---------------------------------------------------- | --------------- |  | ---------- |  | ------------ |  | ---------- | 
|                                                     | At December 31, | 
|                                                     | 2003            |  | 2002       | 
|                                                     | Net carrying    |  |            |  | Net carrying |  |            | 
|(in euro millions)                                   | value           |  | Fair value |  | value        |  | Fair value | 
|                                                     |                 |  |            |  |              |  |            | 
|Financial Assets:                                    |                 |  |            |  |              |  |            | 
|Fixed maturities                                     | 154,405         |  | 162,707    |  | 155,115      |  | 163,972    | 
|Equity investments, including holdings               |                 |  |            |  |              |  |            | 
|in mutual funds (a)                                  | 62,398          |  | 61,857     |  | 57,724       |  | 52,495     | 
|Mortgage, policy and other loans                     | 17,248          |  | 17,838     |  | 18,434       |  | 19,183     | 
|                                                     |                 |  |            |  |              |  |            | 
|Financial Liabilities:                               |                 |  |            |  |              |  |            | 
|Investment contracts                                 | 233,389         |  | 236,804    |  | 225,339      |  | 227,031    | 
|Short-term and long-term debt and borrowings         |                 |  |            |  |              |  |            | 
|(including bank overdrafts)                          | 9,007           |  | 9,139      |  | 9,699        |  | 9,794      | 
|Subordinated debt and mandatorily convertible bonds  | 8,453           |  | 8,516      |  | 8,300        |  | 8,359      | 
|                                                     |                 |  |            |  |              |  |            | 
|(a) Excludes investments in participating interests. |                 |  |            |  |              |  |            | 
|                                                     |                 |  |            |  |              |  |            | 

/F-70



USE
  OF DERIVATIVE INVESTMENTS

AXA
  uses derivatives instruments primarily for non-trading purposes and from time
  to time will also trade in derivative instruments as discussed further below.

At
  December 31, 2003, the notional amount of all derivative instruments, for trading
  and non-trading purposes, totaled 166.9
  billion (2002:177
  billion). The estimated net fair value of these derivative instruments at December
  31, 2003 totaled1,384
  million (2002:1,044
  million). The use of credit derivatives across the Group is limited to the management
  of a small portfolio of credit default swaps written in prior years by AXA Corporate
  Solutions Assurance. At December 31, 2003 and December 31, 2002, the overall
  impact on AXAs consolidated financial condition and operating result from
  these instruments was not material.

While
  notional amount is the most commonly used measure of volume in the derivatives
  market, it is not used as a measure of risk because the notional amount greatly
  exceeds the possible credit and market loss that could arise from such transactions.
  AXA is exposed to the credit risk of the counterparty to the derivative instrument,
  however, AXA has no credit risk related to notional principal amounts. The notional
  amounts do not represent the amounts actually exchanged by the parties and thus
  are not a measure of AXAs exposure to the derivative instruments. AXAs
  exposure is represented by the mark value of the derivative contract at a point-in-time.

DERIVATIVE
  INSTRUMENTS ACCOUNTED FOR AS HEDGING DERIVATIVES

AXA
  primarily uses derivative instruments for hedging purposes to manage risk, principally
  interest rate risk and foreign currency exposures. The risk management and associated
  hedging strategies are determined and managed by AXAs local operations
  in light of both local GAAP and French GAAP requirements. Such hedging strategies
  include (i) managing interest rate exposures on fixed maturity investments,
  long term debt and guaranteed interest crediting rates on insurance contracts,
  (ii) managing foreign currency exposures on foreign currency denominated investments
  and liabilities, and (iii) managing liquidity positions (including the ability
  to pay benefits and claims when due) in connection with asset-liability management
  and local regulatory requirements for AXAs insurance and banking operations.
  At December 31, 2003, the notional amount, net fair value and net carrying value
  of derivative instruments used by AXAs operations for hedging purposes
  totaled154,791
  million,1,383
  million and225
  million, respectively (2002:153,445
  million,962
  million and517
  million, respectively). The impact on AXAs 2003 consolidated net income
  was a gain of120
  million in 2003 (2002: a gain of119
  million), net Group share.

At
  December 31, 2003 and based on notional amounts, (i) approximately 51% of the
  derivative instruments used for hedging purposes consisted of swap contracts,
  principally interest rate swaps, and (ii) approximately 37% of the derivative
  instruments used for hedging purposes consisted of futures / forwards (principally
  other than foreign currency contracts).

- Swap contractsare agreements between two parties to exchange
    one set of cash flows for another. Payments are based on a notional amount.
    In connection with the use of such derivatives instruments, under French GAAP
    the balance sheet may include a net receivable or net payable at period end
    for cash flow exchanges that have been accrued for but not yet settled as
    at period end. AXA uses primarily (i) interest rate swap contracts to manage
    cash flows on interest received on investments or interest payments on debt,
    and to a lesser extent (ii) currency swap contracts to manage foreign currency
    denominated cash flows or investments. On a consolidated basis, the notional

/F-71



amount,
  net fair value and net carrying value of such instruments as at December 31,
  2003 was78,598
  million, 1,724
  million and299
  million (2002:78,195
  million,1,453
  million and767
  million). The net impact on AXAs 2003 consolidated net income was a gain
  of273
  million (2002: a gain of584
  million). At December 31, 2003, interest rate swap contracts accounted for just
  over 82% of these instruments used by AXA (based on notional amounts), in particular
  (i) AXA (the parent company) to hedge its interest rate exposure on debt issued
  or amounts borrowed, (ii) AXA Bank Belgium mainly to hedge interest rate exposures
  in connection with its ordinary course of business to achieve an appropriate
  interest rate spread between the interest earning assets and the interest bearing
  liabilities and (iii) AXAs U.S. holding company used interest rate swaps
  to reduce fixed interest cost of its long-term debt obligations. Currency swaps
  constitute another part of AXAs hedging strategies to manage foreign currency
  cash flow exposures, and are primarily used by AXA (the parent company).

- Forward
    and future contractsare
    contracts that obligate settlement at a specified price at a specified future
    date and can be either exchange or non-exchange traded. On a consolidated
    basis, the notional amount, net fair value and net carrying value of such
    instruments as at December 31, 2003 was58,171
    million,103
    million and559
    million (2002:49,301million,79
    million and15
    million). The net impact on AXAs 2003 consolidated net income was a
    charge of132
    million (2002: a charge of199
    million). Non-foreign currency related forward and future contracts accounted
    for more than 80% of these instruments (based on notional amounts) and were
    predominantly used by AXAs French insurance operations and AXA Bank
    Belgium mainly to hedge future operating margins. Additionally, AXAs
    U.S. insurance operations uses forward and futures contracts to hedge certain
    risks associated with the guaranteed minimum death benefit feature of certain
    annuity products. At December 31, 2003, products with these features had a
    total account value of and net amount at risk of approximately10,324
    million, and13
    million, respectively. Foreign currency related forward and future contracts
    are primarily used by Japan to hedge foreign currency risk associated with
    foreign currency denominated fixed maturity security investments.
- Interest
    rate caps and floorsare
    option-like agreements where the seller agrees to pay to the counterparty
    an amount equal to the differential, based on a notional amount, between the
    interest rate of the specified index and the interest rate cap or floor. These
    products are used to hedge for an interest rate increase (caps) or decrease
    (floor). The notional amount, net fair value and net carrying value of such
    instruments as at December 31, 2003 was15,851
    million,2
    million and12
    million (2002:25,259
    million,230
    million and55
    million). The net impact on income for 2003 was a charge of38
    million (2002: a charge of295
    million). These types of derivatives are used predominantly by AXAs
    U.S. and French Life & Savings operations to hedge interest crediting
    rates on products with guaranteed rates of return and other interest-sensitive
    products. Income and expense resulting from these hedges are generally reflected
    as an adjustment to interest credited to policyholders account balances.
    Any net premium paid on such contracts is amortized on a straight-line basis
    over the life of the contracts.

OTHER
  OPERATIONS

AXA
  uses derivative instruments to manage its asset and liability exposures principally
  as it relates to interest rate, foreign currency and equity price risk exposures
  in certain of its operations. Certain of the derivative instruments are used
  in connection with economic hedging activities that do not meet certain requirements
  for hedge accounting under French GAAP and, therefore, are accounted for as
  other operations. At December 31, 2003, and in respect of derivative instruments
  accounted for as other operations, the notional amount and the net fair value
  was12,145
  million and 1
  million, respectively (2002:23,938
  million and83
  million, respectively). The impact on net income was a charge of54
  million in 2003 and excludes any unrealized gains, which are not permitted to
  be recognized in the income statement under French GAAP (2002: a charge of208
  million). The principal AXA entities that use such instruments

/F-72



are
  (i) AXA Bank Belgium, which uses principally non-foreign exchange rated forward
  rate contracts, as well as interest rate swaps in order to generate short-term
  trading profits in the ordinary course of banking activities, and (ii) AXA Japan,
  which purchases and writes covered call options to manage the interest rate,
  foreign currency and equity price risk exposures associated with its investment
  and liability portfolios. These instruments do not meet certain requirements
  for hedge accounting. In addition, in 2003, due to the evolution of interest
  rates, AXA Japan no longer required the use of swaptions. The impact on AXAs
  2003 consolidated net income was a charge of111
  million, offset by a gain on the underlying assets.

26.
  Off Balance Sheet Commitments

In
  the normal course of business, AXA principally through its financial services
  operations enters into letters of credit for the purpose of facilitating certain
  financing transactions and for securing various margin requirements. Additionally,
  financial guarantees are provided to customers and other financial institutions.
  Such commitments are noted in the following table:

|                             |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|---------------------------- | ------------------------------ |  | ------ |  | ------------ |  | ------------ | ------------- | ------------ | --------------- | ---------- |  | ----- | ----- | ----- |  | ------ |  | ------ | 
|                             | Years
      ended December 31,
|                             | Received                       |  | Given  |  |              | 
|                             |                                |  |        |  | 2003         |  | 2002         |              
|                             |                                |  |        |  |              |  |              | Due after one |              | Due after three |            |  |       |       |       |  |        | 
|                             |                                |  |        |  | Due in one   |  | year through |               | year through |                 | Due after  |  |       |       |       | 
|(in euro millions)           | 2003                           |  | 2002   |  | year or less |  | three years  |               | five years   |                 | five years |  | TOTAL |       | TOTAL | 
|                             |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|Commitments to finance :     |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|Financial institutions       | 7,120                          |  | 6,991  |  | 5            |  |              | 8             |              |                 | 45         |  |       | 10    |       |  | 69     |  | 108    | 
|Customers                    | 4                              |  |       |  | 1,398        |  |              | 319           |              |                 | 20         |  |       | 67    |       |  | 1,803  |  | 1,388  | 
|Of which lines of credit(a)  | 1,625                          |  |       |  | 833          |  |              |              |              |                 |           |  |       | 67    |       |  | 900    |  |       | 
|Guarantees :                 |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|Financial institutions       | 518                            |  | 220    |  | 51           |  |              | 503           |              |                 | 1,022      |  |       | 415   |       |  | 1,991  |  | 656    | 
|Customers                    | 2,479                          |  | 2,351  |  | 58           |  |              | 78            |              |                 | 95         |  |       | 4,257 |       |  | 4,489  |  | 4,593  | 
|Other :                      |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|Pledged assets               |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|and Collaterized commitments | 9,266                          |  | 7,708  |  | 1,952        |  |              | 205           |              |                 | 5          |  |       | 1,506 |       |  | 3,668  |  | 4,779  | 
|Letters of credit            | 168                            |  | 63     |  | 197          |  |              | 104           |              |                 |           |  |       | 796   |       |  | 1,097  |  | 1,391  | 
|Commitments on sales         |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|currently processed          | 23                             |  | 40     |  |             |  |              |              |              |                 |           |  |       |      |       |  |       |  |       | 
|Commitments related          |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|to construction              | 4                              |  |       |  | 99           |  |              | 49            |              |                 |           |  |       | 7     |       |  | 155    |  | 144    | 
|Other engagements            | 1,523                          |  | 965    |  | 726          |  |              | 525           |              |                 | 500        |  |       | 2,701 |       |  | 4,453  |  | 3,068  | 
|                             |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|TOTAL                        | 21,103                         |  | 18,338 |  | 4,485        |  |              | 1,792         |              |                 | 1,688      |  |       | 9,759 |       |  | 17,723 |  | 16,126 | 
|                             |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|(a) Not available for 2002.  |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 
|                             |                                |  |        |  |              |  |              |               |              |                 |            |  |       |       |       |  |        |  |        | 

/F-73



The
  main off-balance sheet commitments received by AXA increased by2,765
  million in 2003, as summarized below:

- Financing
    commitments receivedby
    AXA in 2003 totaled7,120
    million (2002:6,991
    million, 2001:7,120
    million). This increase of129
    million, or444
    million at constant exchange rates, was mainly due to an increase in credit
    lines at AXA SA (+573
    million) and Alliance Capital (+212
    million, not included at December 31, 2002). This increase was partly offset
    by the reduction in loan facilities and subordinated debt at National Mutual
    Life Association of Australasia (208
    million), a reduction in commitments received by the Groups other financial
    services activities following the disposal of Auxifina (44
    million) and the expiry at AXA Banque of a commitment originating with Banque
    Direct (50
    million).
- Guarantee
    commitments receivedfrom
    customers and credit institutions increased by426
    million in 2003. This increase was mainly due to AXA Corporate Solution Assurances
    reclassification of311
    million of collateralized commitments under guarantees received from credit
    institutions. At December 31, 2003, guarantee commitments received totaled2,997
    million, relating to Life insurance (1,513
    million) and the Belgian banking business (980
    million), as well as the International insurance business. These guarantee
    commitments are mainly third-party pledges and mortgages on buildings relating
    to customer loans.
- Collateralized
    commitmentsare
    mainly given by customers of AXA Bank Belgium (7,827
    million), of the French Life insurance and banking businesses (1,090
    million) and of AXA Corporate Solutions Assurance (260
    million). Collateralized commitments increased by1,558
    million in 2003, of which2,027
    million are relating to an increase in AXA Bank Belgiums collateralized
    commitments following higher production of home and professional loans. This
    was partly offset by a reduction among French banks (113
    million) resulting from the lower volume of secured loans and a389
    million reduction at AXA Corporate Solutions Assurance, mainly reflecting
    the reclassification of311
    million of collateralized commitments under guarantee commitments.
- Other
    commitments receivedincreased
    by558
    million. They mainly concern securities managed by AXA France Vie on behalf
    of provident societies (777
    million), a guarantee received by AXA France Vie on a loan of securities (130
    million) and371
    million of collateral received by AXA Bank Belgium as part of its cash management
    (increase of340
    million with respect to 2002).

The
  main off-balance sheet commitments given by AXA increased by1,597
  million in 2003, and break down as follows:

- Financing
    commitmentsincreased
    by376
    million, mainly due to a415
    million increase in financing commitments to customers to1,803
    million, resulting from (i) an increase in commitments relating to home loans
    made by AXA Bank Belgium (+235
    million) and (ii) an increase in financing commitments to unlisted companies
    by AXA Versicherung (+313
    million), partly offset by (iii) a fall in customer overdrafts at Banque Directe
    (192
    million).
- Guarantee
    commitmentsrose
    by1,231
    million with respect to 2002. The increase in collateral, guarantees and pledges
    given to credit institutions (+1,335
    million), mainly at AXA SA (+848
    million) was partly offset by the fall in guarantee and financing commitments
    made by AXA to customers (104
    million) as part of its normal banking operations via AXA Banque (France),
    AXA Crédit (France) and AXA Bank Belgium.
- Collateralized
    commitments:As
    at December 31, 2002, substantially all collateralized commitments related
    to AXA Bank Belgium operations (2,739
    million). In the normal course of its banking operations AXA Bank Belgium
    is required to give collateralized commitments (i) to the National Bank of
    Belgium as security for normal clearing-house activities, and (ii) to financial
    institutions in respect of existing security repurchase agreements. In 2003,
    these commitments fell by1,111
    million, mainly at AXA Bank Belgium (1,423
    million) following a reduction in pledged securities.

/F-74



- Letters
    of credit:Commitments
    given under letters of credit as at December 31, 2002 and 2003 primarily related
    to AXAs international insurance operations, in particular, AXA RE (903
    million). For example, such commitments were given in 2001 in connection with
    future claims settlements arising from the US terrorist attacks on September
    11, 2001. Since most letters of credit are denominated in dollars, the294
    million reduction was mostly due to movements in the euro/dollar exchange
    rate and the fall in activity.
- Other
    commitments given:AXA
    has issued the following subordinated convertible debt instruments (i)1,524
    million 2.5% debt instrument issued in February 1999 and due in 2014, and
    (ii)1,099
    million 3.75% debt instrument issued in February 2000 and due in 2017. At
    maturity, if such debt instruments are not converted to ordinary shares of
    AXA, they will be redeemed by AXA at a price in excess of the original issue
    price per note. Based on the number of notes outstanding at December 31, 2003,
    the aggregate amount payable upon maturity could be approximately1,133
    million in excess of the existing obligation of2,617
    million (1,215
    million and2,617
    million respectively for 2002) reported in AXAs consolidated balance
    sheet at such date, AXA having recorded a82
    million provision at December 31, 2003.

The
  scheme governing the financial reorganization of AXA Sun Life in 2001 (the Scheme)
  details arrangements under which assets from the inherited estate, attributed
  to AXA through the reorganization, may be transferred on a temporary or permanent
  basis to the With-Profit funds as required to support the capital
  requirements of these funds, as determined under the Scheme. In the case of
  a temporary transfer, assets and related investment income remain attributable
  to AXA since they will be returned when they are no longer required to support
  the capital requirements of the With-Profit funds, under the stringent
  tests set out in the Scheme. If, in the opinion of the Appointed Actuary, all
  or part of the assets transferred are unlikely to be returned in the foreseeable
  future (taking into consideration the duration of the in force With-Profit
  policies), then the relevant part of the transfer would be designated permanent.
  Only a permanent transfer to the With-Profit funds would result
  in a charge against the profit and loss account. The maximum amount that could
  be transferred under the Scheme is capped at the surplus assets from time to
  time in the non-profit funds, which had a market value of £1.2 billion
  (1.7
  billion) at December 31, 2003, before taking into account the transfers described
  below. At December 31, 2003, this transfer amounted to £590 million (837
  million), corresponding to the total amount transferred on January 31, 2003
  plus the corresponding financial revenues. According to the rules of the plan,
  an annual test must be carried out at least once every 12-month period, possibly
  resulting in an additional transfer. The test on January 1, 2004 is likely to
  result in an additional transfer of £200 million (284
  million). Current projections, consistent with managements strategic plans,
  indicate that these cumulative transfers can reasonably be expected to be returned
  by the With-Profit funds over time and not be designated permanent.

To
  comply with French regulatory requirements on assets representing technical
  commitments, in the first half of 2002, AXA Collectives (now AXA France Vie)
  placed a part of its direct collective contingency insurance receivables in
  a Special Purpose Vehicle. This operation led to the replacement of a balance
  sheet receivable by cash and cash equivalents of250
  million. In respect of this 5-year operation, AXA France Assurance has given
  a guarantee limited to230
  million, to cover any default risk from AXA France Vie (formerly AXA Collective)
  representatives in charge of the recovery of these debts. Please refer to note
  27 for changes in French GAAP for 2004.

On
  September 12, 2001 an agreement was established between AXA and BNP Paribas
  for a period of three years, under which AXA guaranteed the liquidity of BNP
  Paribas holdings in ordinary shares of Finaxa.

/F-75



In
  addition and in connection with Alliance Capitals acquisition of Sanford
  C. Bernstein in October 2000, AXA Financial, Inc. agreed to provide liquidity
  to the former shareholders of Sanford C. Bernstein who received 40.8 million
  of private Alliance Capital units. After the completion of this lockout period
  in October 2002, Sanford C. Bernsteins former shareholders exercised their
  options and AXA Financial acquired 8.16 million of their units. The remaining
  32.6 million private Alliance Capital units can be sold at market price to AXA
  Financial, Inc. over the seven coming years but not more than 20% of such units
  may be sold to AXA Financial in any one annual period.

AXA
  completed the sale of Banque Worms to Deutsche Bank on April 2, 2001. Under
  the term of this sale, AXA retained certain of Banque Worms business assets,
  including those related to discontinued business, as well as the majority of
  its investment securities. As of December 31, 2003, most of these assets have
  been sold. In addition, AXA provided a guarantee to Deutsche Bank covering certain
  loss incurred by Banque Worms in the event of payment default associated with
  loans transferred with Banque Worms in the transaction. In 2002 AXA and Deutsche
  Bank came under an agreement to terminate this guarantee with an immediate payment
  to Deutsche Bank and transfer to AXAs subsidiary Compagnie Financière
  de Paris, of an additional loan portfolio. The payment had no impact on AXAs
  consolidated financial statements for 2003 since it was offset by part of the
  provision established in 2001 in respect of current and future loss. Based on
  current available information, the remaining provision on the original amount
  of122
  million is appropriate to cover the residual risks including the additional
  loan portfolio.

In
  addition to other employment related obligations, various AXA subsidiaries are
  required to indemnify their employees against certain liabilities and costs
  that they may incurred from time to time in performing activities within the
  scope of their employment duties. These activities may include, for example,
  service as a director, officer, agent, general partner, or in a similar capacity
  for (i) an AXA Group company other than the employees principal employer
  or (ii) a company outside the AXA Group where service is at the request of (or
  for the benefit of) the Group (e.g. joint ventures, partnerships, or special
  purposes investment companies or funds).

The
  Group also maintained its policy of hedging certain investments, along with
  exchange rate and interest risk, using derivatives. See Note 25 Financial
  Instruments for more details.

27.
  Special purposes vehicles

In
  the ordinary course of conducting business, AXA in the role of investment manager
  may act as investment adviser in certain asset-backed investment vehicles commonly
  known as collateralized debt obligations (CDOs). CDOs raise capital
  by issuing debt and equity securities (the latter if not rated instruments)
  and use the capital to invest in portfolios of interest bearing securities.
  These vehicles are structured to take advantage of the yield differential between
  their assets and liabilities including paying investment advisory fees and other
  expenses. Any net losses of the CDO are borne first by the equity owners to
  the extent of their investments, and then by debt owners in ascending order
  of subordination. In addition, AXAs operating entities may from time to
  time invest directly in some of these CDOs and in CDOs managed by third parties.
  AXA derives no direct benefit from the total assets within the CDOs other than
  its direct investment plus any investment management fees, if it is also the
  investment manager, and cannot utilize those assets in its operations. Neither
  the creditors nor the equity investors (if any) have any recourse against AXA.
  AXAs maximum exposure to loss in these vehicles is limited to its investment
  and prospective investment management fees (where managed by AXA).

/F-76



Similarly,
  AXA may also undertake specific transactions to securitize the value of specific
  assets on the books, such as real estate or premium receivables. All of these
  undertakings described in this note can be considered activities conducted through
  a special purposes entity (SPE).

As
  at December 31, 2003, AXA did not hold one equity share in a SPE in which it
  conducts activities that would require consolidation in AXAs consolidated
  financial statements for the year ended December 31, 2003.

From
  January 1, 2004, the French regulations will require entities to consolidate
  SPEs in which there is effective control, even if there is no holding in equity
  shares of the SPE. AXA has identified several CDOs in which it is involved where
  it is reasonably possible that it has effective control over the activities
  (even though it does not own one equity share) and, therefore, such vehicles
  could be required to be consolidated in AXAs consolidated financial statements
  in 2004. AXAs investment in these vehicles, being the carrying value included
  in its consolidated financial statements, totaled  104
  million with no additional funding commitments. At such date, these vehicles
  had total assets of approximately  2
  billion.

AXA
  also has significant interests in CDOs. At December 31, 2003, AXAs investment,
  being the carrying value included in its consolidated financial statements,
  totaled approximately200
  million with no additional funding commitments. At such date, these vehicles
  had total assets of roughly5.3
  billion.

28.
  Litigation

On
  August 25, 1998, AXA and certain other European insurers signed a Memorandum
  of Understanding with certain US insurance regulators and non-governmental Jewish
  organizations agreeing to the establishment of the International Commission
  on Holocaust Era Insurance Claims (ICHEIC). Since that time ICHEIC
  has been conducting an investigatory process to determine the current status
  of life insurance policies issued to Holocaust victims between 1920 and 1945
  and has established a claims and valuation process designed to settle valid
  claims filed with the ICHEIC with respect to any such policies which remain
  unpaid. While the deadline for filing claims with the ICHEIC expired on December
  31, 2003, the ICHEIC process and the treatment of claims filed prior to that
  date are ongoing and AXA continues to actively participate in the ICHEIC process.

In
  July 2003, AXA reached a global settlement with various Jewish organizations
  and the ICHEIC covering the totality of its potential exposure outside of Germany
  (principally in France and Belgium) as well as its humanitarian contribution
  to ICHIEC. In Germany, AXAs German affiliates are involved in the implementation
  of the intergovernmental agreement on Holocaust matters reached during 2000
  between Germany and the United States (the German Foundation Initiative)
  that settled all claims relating to the German insurance market. AXA also participates
  in Holocaust related initiatives undertaken by various European governments
  including in France where it participates in the Matteoli Commission and in
  Belgium where AXAs Belgian affiates participate in a similar body, the
  Buysse Commission. Various states in the US, including New York, California
  and Florida, have enacted legislation requiring disclosure of extensive information
  concerning Holocaust era insurance policies. While these statutes vary and certain
  of them provide exemption for companies that participate in the ICHEIC process,
  the ultimate sanction under certain of these statutes for failure to disclose
  the required information is revocation of an insurers license to engage
  in the insurance business in the concerned state. On June 23, 2003, the U.S.
  Supreme Court, in a 5-4 decision, struck down

/F-77



Californias
  Holocaust law on grounds that the law violates the U.S. constitution because
  it interferes with the Presidents conduct of U.S. foreign policy. Since
  that decision various federal legislative initiatives similar to the Californian
  legislation have been introduced in the US Congress. To date, none of these
  initiatives have been enacted. Management cannot predict with certainty, however,
  whether such federal legislative initiatives may be adopted in the future or
  whether US insurance regulatory authorities may undertake new legislative, regulatory
  or related initiatives in connection with this matter. Due to the significant
  uncertainties and complexities involved in resolving these matters (including
  the risk of regulatory or other sanctions against AXAs US affiliates under
  Holocaust legislation of the type described above or under other statutes or
  regulations), AXAs management is not in a position at this time to make
  an estimate of loss or predict whether or not these matters will have a material
  adverse effect on AXAs consolidated results of operations in any particular
  period.

In
  January 2002, Nationwide, a U.S.-based insurance company, commenced an arbitration
  proceeding before the International Chamber of Commerce in Paris relating to
  the sale by various AXA Group companies in January 1999 of Paneurolife, a Luxembourg
  company. Nationwide is seeking cancellation of the sale and/or damages in this
  proceeding following an investigation by the French judicial system of PanEuroLife
  for money laundering.

In
  February 2002, AXA and various of its subsidiaries were named as defendants
  in a lawsuit,Kyurkjian,
  et al. v. AXA, et al.,which
  was filed in the United States District Court for the Central District of California
  on behalf of a purported class of plaintiffs composed of descendants of Armenians
  killed in the genocide of 1915. Plaintiffs have alleged in this lawsuit that
  such descendants are entitled to benefits under certain life insurance policies
  issued to Armenians living in Turkey by two insurance companies (now owned by
  the AXA Group) between 1880 and 1930. Plaintiffs have asserted that AXA, as
  well as these two insurance companies and/or their successors in interest, have
  failed to fulfill contractual and other obligations relating to such policies
  and have requested judicial relief, including compensatory and punitive damages.

In
  addition to these matters, several AXA subsidiaries are involved in lawsuits
  (both class action and individual), investigations, and other actions (theSubsidiary
  Litigations)
  arising in the various jurisdictions where they do business. The Subsidiary
  Litigations include the following:

In
  the United States, AXAs U.S. subsidiaries are involved in a number of
  lawsuits, investigations and other actions in various states. A detailed description
  of these matters involving AXA Financial, Inc. and its subsidiaries (including
  Equitable Life and Alliance Capital) is included in the annual reports on Form
  10-K for the year ended December 31, 2003 and subsequent reports on Form 10-Q,
  respectively, of AXA Financial (SEC file no. 1-11166), Equitable Life (SEC file
  no. 0-25280) and Alliance Capital (SEC file no. 1-9818) filed with the SEC (collectively,
  the Subsidiary
  SEC Reports).
  The Subsidiary SEC Reports are publicly available and copies can be obtained
  through the SECs EDGAR system (www.sec.gov/edgar), at the SECs public
  reference rooms at 450 Fifth St., N.W., Washington, D.C. 20549 or at the SECs
  other public reference rooms in New York and Chicago, or on the websites of
  these companies. Among the matters discussed in the Subsidiary SEC Reports are
  the following:

/F-78



substantial judgments against insurers (including material amounts of punitive
  damages) or in substantial settlements. In certain jurisdictions, juries have
  substantial discretion in awarding punitive damages. In the United States, Equitable
  Life and certain of its subsidiaries are involved in such litigation. In addition
  to the sales practices litigations, Equitable Life and certain of its affiliates
  are defendants in an action commenced in Federal District Court in Illinois
  by American National Bank and Trust Company of Chicago as trustee for Emerald
  Investments LP alleging, among other things, that defendants (i) in connection
  with certain annuities issued by Equitable Life, breached an agreement with
  the plaintiffs involving execution of mutual fund transfers, and (ii) wrongfully
  withheld withdrawal charges in connection with termination of these annuities.
  In this case, plaintiffs seek substantial lost profits and injunctive relief,
  punitive damages and attorney's fees.

- Alliance Mutual Fund Trading Matters. On October 2, 2003, a purported
  class action complaint entitled Hindo, et al. v. AllianceBernstein Growth &
  Income Fund, et al. ("Hindo Complaint") was filed against Alliance, certain
  of its officers and affiliates ("Alliance defendants"), and certain other defendants
  not affiliated with Alliance Capital, as well as unnamed Doe defendants. The
  Hindo Complaint was filed in the United States District Court for the Southern
  District of New York by alleged shareholders of two of the AllianceBernstein
  family of mutual funds ("AllianceBernstein Funds"). The Hindo Complaint alleges
  that certain of the Alliance defendants failed to disclose that they improperly
  allowed certain hedge funds and other unidentified parties to engage in "market
  timing" and "late trading" of AllianceBernstein Fund securities, violating Sections
  11 and 15 of the United States Securities Act of 1933 ("Securities Act"), Sections
  10(b) and 20(a) of the United States Securities Exchange Act of 1934 (the "Exchange
  Act"), and Sections 206 and 215 of the United States Investment Advisers Act
  of 1940. Plaintiffs seek an unspecified amount of compensatory damages and rescission
  of their contracts with Alliance Capital, including recovery of all fees paid
  to Alliance Capital pursuant to such contracts. Between October 3, 2003 and
  January 29, 2004, 40 additional lawsuits making factual allegations generally
  similar to those in the Hindo Complaint were filed against Alliance Capital
  and certain other defendants, and others may be filed. All of these lawsuits
  seek an unspecified amount of damages.

Alliance Capital recorded charges to income totaling $330 million in 2003 in
  connection with establishing the $250 million restitution fund (which is discussed
  under Item 4 of this Annual Report - "Information about the Company - Additional
  Factors Which May Affect AXA's Business") and certain other matters discussed
  above. Management of Alliance Capital, however, cannot determine at this time
  the eventual outcome, timing or impact of these matters. Accordingly, it is
  possible that additional charges in the future may be required. With respect
  to the matters discussed above, management of Alliance Capital and Alliance
  Holding are unable to estimate the impact, if any, that the outcome of these
  matters may have on Alliance Capital's or Alliance Holding's results of operations
  or financial condition.

- Alliance Enron Related Matters. Alliance Capital and a fund managed
  by an affiliate of Alliance Capital, the Alliance Premier Growth Fund, have
  been named in several lawsuits in the U.S. arising out of the Enron affair.
  These include an action filed in Florida state court by the Florida State Board
  of Administrators ("SBA") and several actions filed in Federal District courts
  in New Jersey and Texas on behalf of purported classes of plaintiffs. The Florida
  action alleges, among other things, that Alliance breached its investment management
  agreement with the SBA, breached fiduciary duties, committed negligence and
  gross negligence and violated various Florida state laws in connection with
  its acquisition of Enron common stock for the SBA. The SBA seeks more than $300
  million in compensatory damages plus an unspecified amount of punitive damages.
  The New Jersey action makes various

/F-79



allegations
  against Alliance and a fund managed by Alliance that purchased Enron securities
  including that Alliance violated the U.S. Investment Company Act of 1940 and
  the U.S. Securities Act of 1933 and that Alliance breached its duties of loyalty,
  care and good faith to the fund. These allegations are based, in part, on the
  fact that a director of the general partner of Alliance also served on the board
  of Enron at the time the fund acquired Enron securities. This action seeks recovery
  from Alliance of management fees paid by the fund to Alliance. The Texas action
  alleges that Alliance violated the U.S. Securities Act of 1933 on the theory
  that Alliance controlled the director of Alliances general partner who
  also served on Enrons board. This director signed an allegedly misleading
  registration statement used by Enron to sell $1.9 billion of debt securities.
  Plaintiffs seek rescission. At the present time, Alliance Capitals
  management is unable to estimate the impact, if any, that the outcome of these
  actions may have on Alliance Capitals results of operations or financial
  condition.

-Alliance
  Other Matters.On
  April 25, 2001, an amended class action complaint entitledMiller,
  et al. v. Mitchell Hutchins Asset Management, Inc., et al.(Miller
  Complaint), was filed in federal district court in the Southern District
  of Illinois against Alliance Capital, Alliance Fund Distributors, Inc. (now
  known as AllianceBernstein Investment Research and Management, Inc. ABIRM),
  and other defendants alleging violations of the U.S. Investment Company Act
  of 1940 (ICA) and breaches of common law fiduciary duty. The allegations
  in the Miller Complaint concern six mutual funds with which Alliance Capital
  has investment advisory agreements and the principal allegations of the Miller
  Complaint are that (i) certain advisory agreements concerning these funds were
  negotiated, approved, and executed in violation of the ICA, in particular because
  certain directors of these funds should be deemed interested under the ICA;
  (ii) the distribution plans for these funds were negotiated, approved, and executed
  in violation of the ICA; and (iii) the advisory fees and distribution fees paid
  to Alliance Capital and ABIRM, respectively, are excessive and, therefore, constitute
  a breach of fiduciary duty. Plaintiffs seek a recovery of certain fees paid
  by these funds to Alliance Capital. In an order dated March 6, 2003, the court
  denied in part, and granted in part, defendants motion to dismiss an amended
  complaint filed by plaintiffs which is virtually identical to the Miller Complaint
  in terms of allegations and relief sought. The court declined to dismiss plaintiffs
  claims that certain advisory and distribution fees paid to Alliance Capital
  and ABIRM, respectively, were excessive in violation of section 36 (b)
  of the ICA but dismissed plaintiffs claims that certain distribution plans
  were adopted in violation of the ICA.Alliance
  Capital and ABIRM believe that plaintiffs allegations in the amended complaint
  are without merit and intend to vigorously defend against these allegations.
  At the present time, management of Alliance Capital and ABIRM are unable to
  estimate the impact, if any, that the outcome of this action may have on Alliance
  Capitals results of operations or financial condition.

-Other
  US Matters.AXA
  Financial, Equitable Life and Alliance Capital, as well as certain of AXAs
  other US subsidiaries, are involved in various other types of lawsuits (both
  class action and individual), investigations or actions, including in connection
  with the ownership and/or management of real estate, asset management activities,
  corporate transactions, employee benefit disputes, alleged discrimination in
  employment practices, as well as other matters. For additional details on these
  matters, please see the Subsidiary SEC Reports.

In
  the United Kingdom, life insurers, including certain of AXAs UK subsidiaries,
  have been required by the regulatory authorities to carry out reviews of sales
  practices, alleged agent misconduct or misrepresentation and certain other matters,
  particularly in connection with sales of mortgage endowment policies.

/F-80



In
  Germany, one of AXAs Germany subsidiaries, AXA Versicherung AG, has been
  among the German insurers subject to an investigation being conducted by German
  competition authorities which is focused on certain alleged anticompetitive
  practices among leading German industrial non-life insurers. This
  investigation was commenced in mid-2002 and is on-going.

In
  addition, certain AXA subsidiaries have been involved in litigation in both
  the US and United Kingdom concerning the validity of, and scope of coverage
  under, insurance and reinsurance contracts issued by them in connection with
  financing of various film productions.

Some
  of these Subsidiary Litigations have been brought on behalf of various alleged
  classes of claimants, and certain of the claimants in these actions seek significant
  or unspecified amounts of damages, including punitive damages. In some jurisdictions,
  juries have substantial discretion in awarding punitive damages. To date no
  Subsidiary Litigation has resulted in an award or settlement against AXA in
  an amount material to the consolidated financial position or results of operations
  of AXA, taken as a whole. Although the outcome of any lawsuit cannot be predicted
  with certainty, particularly in the early stages of an action, management believes
  that the ultimate resolution of the Subisidiary Litigations should not have
  a material adverse effect on the consolidated financial position of AXA, taken
  as a whole. Due to the nature of such lawsuits and investigations, AXAs
  management cannot make an estimate of loss, if any, or predict whether or not
  the Subsidairy Litigations will have a material adverse effect on the AXAs
  consolidated results of operations in any particular period.

Litigation
  is currently pending in New York concerning whether the destruction of the World
  Trade Centers on September 11, 2001 constituted a single incident or two separate
  incidents for insurance coverage purposes. While AXA is not party to that litigation,
  certain of AXAs subsidiaries, including its reinsurance subsidiaries,
  would be adversely impacted if it is determined that the destruction of the
  World Trade Centers constituted two incidents for insurance coverage purposes.
  While the verdicts rendered to date in this litigation with respect to several
  insurance and reinsurance company defendants have been favorable and held that
  the WTC destruction was a single incident, this litigation is continuing and
  the ultimate outcome cannot be predicted with certainly at this time. Based
  on information currently available to it (including the recent favorable verdicts,
  against several defendants), management believes that its ultimate resolution
  should not have a material adverse effect on the consolidated financial position
  of AXA, taken as a whole. Due to the nature of this action, however, AXAs
  management cannot make an estimate of loss, if any, or predict whether or not
  the it will have a material adverse effect on the AXAs consolidated results
  of operations in any particular period.

In
  addition to the matters described above, AXA and certain of its subsidiaries
  are involved in various legal actions and proceedings of a character normally
  incident to their business. Some of these actions and proceedings have been
  brought on behalf of various alleged classes of claimants, and certain of these
  claimants seek significant or unspecified amounts of damages, including punitive
  damages. While the ultimate outcome of such matters cannot be predicted with
  certainty, based on information currently available to it, in the opinion of
  management no such matter is likely to have a material adverse effect on the
  consolidated financial position or results of operations of AXA, taken as a
  whole. It should be noted, however, that the frequency of large damage awards
  in certain jurisdictions, particularly the United States, that bear little or
  no relation to actual economic damages incurred by plaintiffs continues to create
  the potential for an unpredictable judgment in any given matter.

/F-81



29.
  Related Party Transactions

The
  Company has been party to the following transactions between the Company or
  its subsidiaries, on the one hand, and related parties, on the other hand, in
  2003 and 2002 which may be deemed to have been either material to AXA or the
  related party in question or unusual in their nature or conditions:

Groupement
  dintérêt économique (GIE) and mutuelles.From
  time to time AXA enters into agreements and transactions with its subsidiaries
  and affiliates for various business purposes including the furnishing of services
  and/or financing of operating activities. These agreements are formalized under
  French regulation asGroupementdIntérêt
  Economiqueor
  Economic Interest Grouping (GIE). The expenses invoiced to entities through
  the GIE may be calculated using allocation keys. In 2003, expenses invoiced
  by the GIE to the Company, its subsidiaries and affiliates amounted to558
  million, as compared to626
  million in 2002 and770
  million in 2001.

A
  GIE also assumes cash management for the Company, its subsidiaries and affiliates.
  At December 31, 2003 the cash managed by the GIE amounted to8.1
  billion, as (6.8
  billion at December 31, 2002). Members of the GIE (related parties) are the
  Company, the entities controlled directly or indirectly and the three insurance
  mutuelles (At December 31, 2003, the three AXA mutuelles,
  AXA Assurance IARD Mutuelle, AXA Assurance Vie Mutuelle et AXA Courtage Assurance
  Mutuelle, owned 2.75% of the Companys equity capital.). The three mutuelles
  mentioned above and several entities of the French insurance segment have signed
  agreements related to the management of the mutuelles portfolio.

In
  2002, Property & Casualty technical results from the brokers network were
  allocated to AXA Courtage IARD SA and AXA Courtage Assurance Mutuelle through
  the GIE, in compliance with an existing co-insurance agreement. In 2003, following
  the restructuring of the French business, the GIE ceased to manage the broker
  networks co-insurance. A new co-insurance system was set up to take care
  of dividing up premiums written by the broker network between AXA Courtage Assurance
  Mutuelle and AXA France IARD, resulting from the merger between AXA Courtage
  IARD, AXA Assurances IARD and AXA Conseil IARD.

As
  part of this co-insurance system, technical results are shared between entities
  in proportion with their written premiums. Aggregate written premiums (Mutual
  and Limited Company) recorded in the agreement amounted to  1,325
  million in 2003 (of which1,179
  million attributed to the Limited Company),1,262
  million in 2002 (of which 1,123
  million attributed to the Limited Company), and1,127
  million in 2001 (of which1,003
  million attributed to the Limited Company).

AXA/FINAXA
  Trademark License.The
  name AXA and the AXA trademark are owned by FINAXA. On May 21, 1996,
  the Company and FINAXA entered into a licensing agreement pursuant to which
  FINAXA (1) granted the Company a non-exclusive license to use the AXA trademark
  in the jurisdictions in which AXA currently has operations and in any additional
  jurisdictions in which the AXA trademark is registered, and (2) agreed not to
  grant licenses to use the AXA trademark to any other company or partnership
  unless (i) that company or partnership holds an ownership interest

/F-82



in
  FINAXA or (ii) FINAXA and/or the Company hold, directly or indirectly, an interest
  in that company or partnership. The non-exclusive license grants the Company
  the right, subject to the prior written approval of FINAXA, to grant sub-licenses
  to companies controlled, directly or indirectly, by the Company. FINAXA has
  no obligation to grant any such approval. Over the past several years, a number
  of our principal subsidiaries around the world have begun to use the AXA name
  pursuant to sublicenses granted by the Company. The Company is obligated to
  pay FINAXA pursuant to the licensing agreement an annual fee of762,245
  as well as 50% of any net royalties received from sub-licensees. AXAs
  non-exclusive license may be terminated at any time by either party, three months
  after delivery to the other party of a written notice of termination. FINAXA
  has, however, agreed not to exercise its right to terminate the license so long
  as FINAXA is the Companys largest shareholder. Upon termination, the Company
  and the companies to which it has granted sublicenses are required to cease
  utilization of the AXA trademark and any sublicenses will immediately terminate.

Loans/Guarantees/Capital
  Contributions.The
  Company from time to time makes capital contributions and/or loans to its subsidiaries
  and affiliates to finance their business operations. As at December 31, 2003,
  the aggregate amount outstanding in respect of loans made by the Company to
  its subsidiaries or affiliates was approximately3.2
  billion (2002:2.1
  billion). This amount represents approximately forty separate loans originated
  at different times and bearing interest at varying rates that generally reflected
  prevailing market rates at the respective dates such loans were originated.
  In order to facilitate certain intra-group financing arrangements, support credit
  ratings of its subsidiaries, and/or to promote efficient use of the Groups
  capital resources generally, the Company from time to time guarantees repayment
  of loans extended from one of its subsidiaries to another and/or guarantees
  other obligations of its subsidiaries. As of December 31, 2003, the principal
  amount of such intra-group loans guaranteed by the Company was2,597
  (2002:2,432
  million) and the aggregate liabilities covered by the other guarantees extended
  to its subsidiaries was approximately1,681
  (2002:1,594
  million). The beneficiaries of these guarantees are generally required to compensate
  the Company at a negotiated rate based on prevailing market rates and conditions
  for guaranties of a similar nature. In addition, from time to time the Company
  provides comfort or similar letters to rating agencies and/or regulators for
  the benefit of its subsidiaries for various business purposes, including for
  purposes of facilitating specific transactions, achieving target ratings levels
  and, more generally, helping develop the business of these subsidiaries. At
  December 31, 2003 and 2002, there were no loans outstanding from the Company
  to any member of AXAs Management Board or Supervisory Board. For additional
  information concerning commitments and guarantees given by the Company, see
  note 26 Off Balance Sheet Commitments.

Agreement
  with BNP Paribas.On
  September 12, 2001, AXA and BNP Paribas entered into an agreement (the BNP
  Agreement) that provides for maintaining a certain level of cross-shareholding
  between the parties and facilitating the potential disposition of BNP Paribas
  investment in FINAXA. Specifically, the BNP Agreement provides that the AXA
  Group will hold a minimum of 21,706,299 BNP Paribas shares which, on July 27,
  2001, represented an approximate 4.9% ownership interest in BNP Paribas; and
  that BNP Paribas will hold a minimum of 14,580,330 FINAXA shares which, on July
  27, 2001, represented an approximate 22.25% ownership interest in FINAXA. This
  minimum number of shares is subject to adjustment for certain events such as
  splits and consolidations. Additionally, the BNP Agreement grants both BNP Paribas
  and the AXA Group a preemptive right to acquire the other partys equity
  investment (not including any shares held in excess of the minimum amount) during
  a one-year period following any termination of the agreement. Further, each
  party has an option to repurchase the ownership interests of the other party
  if there is a change in control of the other party. The BNP Agreement is valid
  for a period of three years commencing from its execution date, and is automatically

/F-83



renewed
  thereafter for additional three year period. However, either party may terminate
  the agreement early by giving notice to the other party at least three months
  prior to expiration of the current three year period.

Other
  Transactions and Agreements.In
  addition to the foregoing agreements and transactions, from time to time the
  Company enters into agreements and transactions with its subsidiaries and affiliates
  for various business purposes including the furnishing of services and/or financing
  of operating activities. These agreements and transactions are generally negotiated
  on an arms-length basis and reflect prevailing market terms and conditions for
  similar transactions at the time they are implemented.

The
  following table provides a list of the principal other transactions and agreements
  entered into during 2003 and 2002 between the Company and various of its subsidiaries:

|                           
|---------------------------
|                           
|PARTIES                    
|                           
|AXA Middle East and AXA    
|                           
|AXA and AXA uvres dArt   
|                           
|                           
|AXA, AXA Portugal Companhia
|de Seguros and AXA Aurora  
|                           
|AXA, FINAXA and AXA RE     
|                           
|                           
|AXA and AXA RE             
|                           
|AXA, AXA RE and            
|AXA Group Life (Japan)     
|                           
|AXA and AXA RE             
|                           
|AXA and AXA Insurance      
|Holding Co. Ltd (Japan)    
|                           
|AXA and AXA Insurance      
|Holding Co. Ltd (Japan)    
|                           
|AXA and AXA Insurance      
|Holding Co. Ltd (Japan)    
|                           
|AXA and AXA UK             
|                           
|AXA and AXA Konzern AG     
|                           

/F-84



|PARTIES                     | DATE OF EXECUTION  | DESCRIPTION OF AGREEMENT                        
|--------------------------- | ------------------ | ------------------------------------------------
|                           
|AXA and AXA UK              | March 31, 2003     | Loan Agreement                                  
|                           
|AXA and AXA Canada          | March 31, 2003     | Loan Agreement                                  
|                           
|AXA and AXA Canada          | June 20, 2003      | Loan Agreement                                  
|                           
|AXA and AXA Canada          | June 30, 2003      | Loan Agreement                                  
|                           
|AXA and AXA Canada          | October 30, 2003   | Loan Agreement                                  
|                           
|AXA and AXA Canada          | December 18, 2003  | Loan Agreement                                  
|                           
|AXA and AXA Belgium         | June 30, 2003      | Loan Agreement                                  
|                           
|AXA and AXA Millésimes      | December 19, 2003  | Loan Agreement                                  
|                           
|AXA and AXA Isle of Man     | December 18, 2003  | Revolving credit facility                       
|                           
|AXA and AXA Insurance       | June 26, 2003      | Transfer of redeemable preferred shares         
|                           
|AXA and AXA Italia          | June 27, 2003      | Loan Agreement                                  
|                           
|AXA and AXA Portugal,       |                    |                                                 
|AXA Spain                   | June 27, 2003      | Loan transfer                                   
|                           
|AXA and AXA China Region    | August 21, 2003    | Deposits                                        
|                           
|AXA and AAPH                | September 19, 2003 | Revolving credit facility                       
|                           
|AXA and AXA UK              | May 21, 2003       | Revolving credit facility agreement             
|                           
|AXA and Société Beaujon     | July 28 , 2003     | Loan Agreement                                  
|                           
|                            |                    |                                                 
|                            |                    |                                                 
|                            |                    |                                                 
|2002 TRANSACTIONS           |                   
|                           
|                            |                    |                                                 
|PARTIES                     | DATE OF EXECUTION  | DESCRIPTION OF AGREEMENT                        
|                           
|AXA, AXA France Vie,        | December 19, 2002  | Guarantee granted by AXA to AXA France Vie      
|AXA Konzern AG              |                    | (underlying loan repaid by AXA Konzern in 2003) 
|                           
|AXA and AXA Belgium         | December 26, 2002  | AXA Financial Shares Transfer                   
|                           
|AXA and AXA Asia Pacific    |                    |                                                 
|Holdings                    | July 31, 2002      | Loan Agreement                                  
|                           
|AXA and AXA Assistance      | December 20, 2002  | Loan Agreement                                  
|                           
|AXA and AXA Banque          | June 28, 2002      | Transfer to AXA Banque of the Loan Agreement    
|                            |                    | dated 26 June 2001 granted to AXA France Finance
|                           
|AXA and AXA Banque          | December 31, 2002  | Subordinated Loan Agreement                     
|                           
|AXA and AXA Berry Hill, Inc | March 12, 2002     | Loan Agreement                                  
|                           
|AXA and AXA Berry Hill, Inc | May 7, 2002        | Loan Agreement                                  
|                           
|AXA and AXA Berry Hill, Inc | July 18, 2002      | Loan Agreement                                  
|                           
|AXA and AXA Berry Hill, Inc | August 2, 2002     | Loan Agreement                                  
|                           
|AXA and AXA Berry Hill, Inc | September 12, 2002 | Loan Agreement                                  
|                           
|AXA and AXA Canada          | January 4, 2002    | Loan Agreement                                  
|                           
|AXA and AXA Canada          | March 14, 2002     | Loan Agreement                                  
|                           
|AXA and AXA Canada          | May 30, 2002       | Loan Agreement                                  
|                           
|AXA and AXA Canada          | July 15, 2002      | Loan Agreement                                  
|                           
|AXA and AXA Canada          | October 15, 2002   | Loan Agreement                                  
|                           
|AXA and AXA Canada Inc      | December 20, 2002  | Loan Agreement                                  
|                           

/F-85



|PARTIES                      | DATE OF EXECUTION  | DESCRIPTION OF AGREEMENT                       
|---------------------------- | ------------------ | -----------------------------------------------
|                            
|AXA and AXA Crédit           | June 28, 2002      | Subordinated Loan Agreement                    
|                            
|AXA and AXA Group            |                    |                                                
|Life Insurance               | December 24, 2002  | Transfer of Non Convertible Redeemable         
|                            
|AXA and AXA Insurance        |                    |                                                
|Holding Japan                | September 25, 2002 | Loan Agreement                                 
|                            
|AXA and AXA Insurance        |                    |                                                
|Holding Japan                | March 28, 2002     | Loan Agreement                                 
|                            
|AXA and AXA Participations 2 | January 14, 2002   | Loan Agreement                                 
|                            
|AXA and AXA Participations 2 | February 11, 2002  | Loan Agreement                                 
|                            
|AXA and AXA Participations 2 | April 8, 2002      | Loan Agreement                                 
|                            
|AXA and AXA Participations 2 | July 16, 2002      | Loan Agreement                                 
|                            
|AXA and AXA Portugal         |                    |                                                
|Companhia de Seguros         | December 27, 2002  | Loan Agreement                                 
|                            
|AXA and AXA Technology       |                    |                                                
|Services                     | March 12, 2002     | Loan Agreement                                 
|                            
|AXA and AXA Technology       |                    |                                                
|Services                     | November 7, 2002   | Loan Agreement                                 
|                            
|AXA and AXA UK Plc           | May 21, 2002       | Revolving Credit Facility                      
|                            
|AXA and CFP                  | April 5, 2002      | Loan Agreement                                 
|                            
|AXA and Colisée Excellence   | January 14, 2002   | Loan Agreement                                 
|                            
|AXA and Colisée Excellence   | July 16, 2002      | Loan Agreement                                 
|                            
|AXA and Colisée Excellence   | December 11, 2002  | Amendment to the Loan Agreement dated          
|                             |                    | 16 July 2002                                   
|                            
|AXA and SGCI                 | January 28, 2002   | Loan Agreement                                 
|                            
|AXA and SGCI                 | December 20, 2002  | Loan Agreement                                 
|                            
|AXA and Société Beaujon      | June 12, 2002      | Loan Agreement                                 
|                            
|AXA and Société Beaujon      | December 20, 2002  | Loan Agreement                                 
|                            
|AXA, AXA France Assurance,   | December 23, 2002  | Transfer of a Loan                             
|AXA Aurora Iberica and       |                    |                                                
|AXA Aurora Vida              |                    |                                                
|                            
|AXA, AXA Group Life          | December 20, 2002  | Guarantee granted by AXA to AXA Group Life Ltd,
|Insurance                    |                    | AXA Konzern AG                                 
|                             |                    | (underlying loan repaid by AXA Konzern in 2003)
|                            
|AXA, AXA Versicherung AG     | December 13, 2002  | Transfer of a Loan                             
|and AXA Investment Managers  |                    |                                                
|                            
|AXA, AXA Lebensversicherung  | December 13, 2002  | Transfer of a Loan                             
|AG and AXA UK Plc            |                   
|                            
|AXA and AXA Sun Life         | December 21, 2002  | AXA purchase from AXA Sun Life of AXA Financial
|                             |                    | Shares                                         
|                            
|AXA and AXA Asia Pacific     | October 31, 2002   | Long term Credit Facility granted by AXA       
|Holdings                     |                    |                                                
|                            
|AXA and AXA Sun Life         | December, 2002     | AXA Sun Life purchase of AXA Belgium Bond      
|                            
|AXA and AXA Asia Pacific     | March 7, 2002      | Amendment to existing Credit Facility          
|Holdings                     |                    |                                                
|                             |                    |                                                

/F-86



In
  addition to the foregoing transactions to which the Company is party, there
  are various on-going business relationships and transactions between various
  subsidiaries of the Company which include the following:

Investment
  Management.The
  AXA Group has two principal asset management subsidiaries, Alliance Capital
  Management and AXA Investment Managers (the Asset Managers). In
  addition to managing assets for unaffiliated third parties, the Asset Managers
  manage the general account investment assets of AXAs various
  insurance subsidiaries. The general account assets managed on behalf of the
  Companys insurance subsidiaries by the Asset Managers totaled approximately212
  billion at December 31, 2003 (2002:205
  billion) and generated approximately 277
  million in management fees for year ended December 31, 2003 (2002:313
  million). In addition, the Asset Managers manage most of the separate account
  (unit-linked) assets of the Companys insurance subsidiaries, which totaled
  approximately65
  billion at December 31, 2003 (2002:59
  billion).

AXA
  Technology Services.As
  one of many initiatives designed to better leverage the AXA Groups global
  scale, the AXA Group has established a technology services company, AXA Technology
  Services (AXA Tech), which provides technology services to various
  AXA Group companies. AXA Tech also negotiates and administers relationships
  with various IT providers on a Group-wide basis. Services provided by AXA Tech
  to Group companies are generally provided pursuant to contracts with fully negotiated
  terms and conditions (including service level standards, and fees) which are
  based on market standards and conditions. Total fees paid by AXA Group companies
  to AXA Tech in 2003 were approximately643
  million (2002:226
  million). AXA also from time to time provides guaranties to AXA Tech in order
  to facilitate certain contractual arrangements that AXA Tech has entered into
  with various third party service providers for technology and/or telecommunications
  equipment and/or services, including a guarantees provided by the Company in
  connection with an agreement between AXA Tech and France Telecom, dated December
  15, 2003, pursuant to which AXA SA provided a performance guaranty to France
  Telecom on behalf of AXA Tech which is capped at50
  million during the term of the agreement.

Reinsurance.In
  order to achieve optimal pricing in the market and cost efficiencies on a Group
  level, various insurance subsidiaries of the Company cede reinsurance through
  AXA Cessions. AXA Cessions acts on behalf of the ceding AXA insurers to arrange
  reinsurance cover with suitable third-party reinsurers. Total premiums ceded
  by AXA Group insurers through AXA Cessions were approximately671
  million for the year ended December 31, 2003 (2002: 767
  million) and total claims reserves with respect to this ceded reinsurance were
  approximately1,531
  million at December 31, 2003 (2002:1,506
  million).

AXA
  (the Company) is not subject to legal restrictions on the amount of dividends
  it may pay to its shareholders provided that accumulated earnings available
  for distribution are sufficient. However, some AXA subsidiaries, principally
  insurance companies, are subject to restrictions on the amount of funds they
  may transfer in the form of cash dividends or otherwise to their shareholders.

/F-87



In
  most cases, the amounts available for dividends from AXAs insurance subsidiaries
  are limited to the accumulated earnings calculated using the subsidiaries
  historical regulatory/statutory basis of accounting. These amounts can be further
  limited based on the discretion of the insurance regulators in each country
  in which AXA operates. In some cases, amounts available for dividends are also
  subject to regulatory capital adequacy tests or the approval of an independent
  actuary, or subject to individual terms contained in company by-laws.

In
  accordance with European Union directives, insurance companies organized in
  European Union member countries are required to maintain minimum solvency margins
  which must be supported by capital, retained earnings and reserves and, in France
  or in certain other countries (as approved by local regulators), unrealized
  capital gains on marketable securities and real estate as reported in regulatory
  filings. AXAs insurance operations in countries outside of the European
  Union are also subject to capital adequacy and solvency margin regulations.
  At December 31, 2003, management believes AXAs subsidiaries are in compliance
  with all applicable solvency and capital adequacy margin requirements.

In
  addition, a European Directive dated October 27, 1998 on the additional supervision
  of insurance companies and insurance groups requires a consolidated solvency
  calculation effective for periods ending on or after December 31, 2001. France
  transposed this directive under an ordinance dated August 29, 2001, decreed
  on March 14, 2002 and applicable from 2002.

AXAs
  principal insurance operations in France, the United States, the United Kingdom,
  Japan, Germany and Belgium accounted for 80% of AXAs consolidated gross
  policyholder benefits and insurance claims reserves at December 31, 2003 (2002:
  80%). The table below presents certain statutory information that relate to
  these entities (and before allocation to minority interests).

|                          |                 |  |                               |       |                |  |                               |  |  |      
|------------------------- | --------------- |  | ----------------------------- | ----- | -------------- |  | ----------------------------- |  |  | -----
|                          | At December 31, |  |                              
|                          | 2003            |  | 2002                          |       |               
|                          | Principal Life  |  | Principal Property & Casualty |       | Principal Life |  | Principal Property & Casualty | 
|                          | & Savings       |  | (including the International  |       | & Savings      |  | (including the International  | 
|(in euro millions)        | operations(b)   |  | Insurance operations)(c)      |       | operations     |  | Insurance operations)         | 
|                          |                 |  |                               |       |                |  |                               |  |  |      
|Statutory capital         |                 |  |                               |       |                |  |                               |  |  |      
|and surplus (a)           | 9,405           |  |                               | 5,524 |                |  | 9,451                         |  |  | 4,974
|Maximum amount            |                 |  |                               |       |                |  |                               |  |  |      
|of dividends that could   |                 |  |                               |       |                |  |                               |  |  |      
|be paid by these          |                 |  |                               |       |                |  |                               |  |  |      
|operations without        |                 |  |                               |       |                |  |                               |  |  |      
|prior regulatory approval | 1,119           |  |                               | 618   |                |  | 990                           |  |  | 440  
|                          |                 |  |                               |       |                |  |                               |  |  |      

|(a) | The statutory capital and surplus is an aggregate number,
      being the sum of the statutory capital and surplus for each insurance company
      in each country subject to local regulatory requirements, which may differ
      from jurisdiction to jurisdiction. Current year is, in general, an estimate
      that is updated once calculation prepared for the regulator are final.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | A constant exchange rate, statutory capital and surplus
      for Life & Savings operations increase by+824 million,
      and the maximum amount of dividends by+8 million.                                                                                                                                                                                                               
|(c) | A constant exchange rate, statutory capital and surplus
      for Property & Casualty operations increase by+669 million,
      and the maximum amount of dividends by+148 million.                                                                                                                                                                                                        

/F-88



31.
  Share Options

Total
  employee stock based compensation cost recorded in earnings for the year ended
  December 31, 2003 was a profit of1,3
  million (2002:4
  million and 2001:9
  million).

OPTIONS
  ISSUED BY THE COMPANY

AXA
  (the Company).Executive
  officers and other key employees may be granted options to purchase ordinary
  shares of AXA (the Company) pursuant to stock option plans maintained by the
  Company. While the precise terms and conditions of each option grant may vary,
  options are generally (1) granted at a price not less than the average closing
  price of the ordinary share on the Paris Bourse during the 20 trading days preceding
  the date of grant (2) are valid for maximum term of ten years, and (3) become
  exercisable in installments of 33% per year on each of the second through fourth
  anniversaries of the grant date.

|                                    |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 
|----------------------------------- | ------------- |  | -------- | ----- | ------------- | ------ | -------- |  | ------------- | ----- | -------- |  | ----- |  |  | ----- | 
|                                    | 2003          |  |          | 2002  |               |        | 2001     |  |              
|                                    | Shares        |  |          |       |               | Shares |          |  |               |       | Shares   |  |       |  | 
|(in euro millions)                  | (in millions) |  | Price(a) |       | (in millions) |        | Price(a) |  | (in millions) |       | Price(a) | 
|                                    |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 
|Outstanding January 1,              | 44.0          |  |          | 25.66 |               |        | 40.4     |  |               | 27.06 |          |  | 35.4  |  |  | 24.69 | 
|Granted                             | 10.8          |  |          | 11.01 |               |        | 9.8      |  |               | 20.98 |          |  | 9.8   |  |  | 32.32 | 
|Capital increase (b)                | 0.4           |  |          |      |               |        |         |  |               |      |          |  |      |  |  |      | 
|Subscribed                          | (0.6)         |  |          | 10.84 |               |        | (0.8)    |  |               | 9.53  |          |  | (2.6) |  |  | 12.32 | 
|Expired                             | (2.4)         |  |          | 24.76 |               |        | (5.4)    |  |               | 30.06 |          |  | (2.1) |  |  | 27.87 | 
|                                    |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 
|Outstanding December 31,            | 52.3          |  |          | 22.69 |               |        | 44.0     |  |               | 25.66 |          |  | 40.4  |  |  | 27.06 | 
|                                    |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 
|Options exercisable at year end     | 23.9          |  |          | 24.68 |               |        | 17.2     |  |               | 20.95 |          |  | 12.5  |  |  | 16.78 | 
|Options available for future grants |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 
|at year end                         | 49.5          |  |          |       |               |        | 6.1      |  |               |       |          |  | 15.9  |  |  |       | 
|                                    |               |  |          |       |               |        |          |  |               |       |          |  |       |  |  |       | 

|(a) | Price refers to weighted average exercisable price in
      euro.                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In connection with the ORAN which were issued (see note
      18) and according to the terms and conditions of the AXA share plans, the
      number of share options were increased in proportion at the total increase
      attributable at the ORAN.

/F-89



In
  respect of share option plans issued by AXA (the Company) for AXA ordinary shares,
  the number of share options outstanding and the number of share options exercisable
  at December 31, 2003 are set out below.

|                   |  |                    |  |                    |      |  | 
|------------------ |  | ------------------ |  | ------------------ | ---- |  | 
|Exercisable Until  |  | Number Outstanding |  | Number Exercisable |     
|                   |  | (in millions)      |  | (in millions)      |     
|                   |  |                    |  |                    |      |  | 
|April 12, 2004     |  | 0.3                |  |                    | 0.3  |  | 
|March 28, 2005     |  | 1.4                |  |                    | 1.4  |  | 
|July 09, 2006      |  | 1.4                |  |                    | 1.4  |  | 
|January 21, 2007   |  | 3.1                |  |                    | 3.1  |  | 
|September 9, 2007  |  | 0.2                |  |                    | 0.2  |  | 
|September 29, 2007 |  | 0.1                |  |                    | 0.1  |  | 
|April 19, 2008     |  | 6.5                |  |                    | 6.5  |  | 
|June 8, 2009       |  | 5.3                |  |                    | 4.0  |  | 
|November 17, 2009  |  | 0.2                |  |                    | 0.2  |  | 
|July 4, 2010       |  | 5.6                |  |                    | 3.7  |  | 
|July 11, 2010      |  | 0.1                |  |                    | 0.1  |  | 
|November 12, 2010  |  | 0.2                |  |                    | 0.2  |  | 
|May 8, 2011        |  | 8.0                |  |                    | 2.7  |  | 
|February 26, 2012  |  | 9.1                |  |                    |     |  | 
|March 13, 2013     |  | 10.7               |  |                    |     |  | 
|                   |  |                    |  |                    |      |  | 
|TOTAL              |  | 52.3               |  |                    | 23.9 |  | 
|                   |  |                    |  |                    |      |  | 



|                |                   |  |                  |       |                   |  |                  |  |  |       |  | 
|--------------- | ----------------- |  | ---------------- | ----- | ----------------- |  | ---------------- |  |  | ----- |  | 
|                | Outstanding at    |  | Weighted average |       | Exercisable at    |  | Weighted average | 
|                | December 31, 2003 |  | exercise price   |       | December 31, 2003 |  | exercise price   | 
|                | (in millions)     |  | (in euros)       |       | (in millions)     |  | (in euros)       | 
|                |                   |  |                  |       |                   |  |                  |  |  |       |  | 
| 0.00 -  6.48 |                  |  |                  |      |                   |  |                 |  |  |      |  | 
| 6.48 - 12.96 | 17.1              |  |                  | 10.83 |                   |  | 6.4              |  |  | 10.61 |  | 
|12.96 - 19.44 | 0.1               |  |                  | 14.74 |                   |  | 0.1              |  |  | 14.74 |  | 
|19.44 - 25.92 | 15.5              |  |                  | 21.99 |                   |  | 6.5              |  |  | 23.53 |  | 
|25.92 - 32.40 | 13.6              |  |                  | 30.57 |                   |  | 6.8              |  |  | 29.80 |  | 
|32.40 - 38.87 | 0.2               |  |                  | 38.54 |                   |  | 0.2              |  |  | 38.54 |  | 
|38.87 - 45.35 | 5.7               |  |                  | 40.76 |                   |  | 3.8              |  |  | 40.76 |  | 
|                |                   |  |                  |       |                   |  |                  |  |  |       |  | 
|0.00 -45.35   | 52.3              |  |                  | 22.69 |                   |  | 23.9             |  |  | 24.68 |  | 
|                |                   |  |                  |       |                   |  |                  |  |  |       |  | 

/F-90



OPTION
  TO PURCHASE AXA ADRs

AXA
  Financial, Inc.The
  maximum obligation for the SARs is approximately US$ 85 million, based upon
  the underlying price of AXA ADRs at January 2, 2001, the closing date of the
  merger. Beginning in 2001, under AXA Financials 1997 Stock Incentive Plan,
  AXA Financial can issue options to purchase AXA ADRs. The options are issued
  at the fair market value of the AXA ADRs on the date of grant. Generally, one-third
  of the share options, vest and become exercisable on each of the first three
  anniversaries of the date such options were granted. Options are currently exercisable
  up to ten years from the date of grant.

A
  summary of the activity in the option shares of the Holding Companys option
  plans follows, including information about options outstanding and exercisable
  at December 31, 2003. Outstanding options at January 2, 2001 to acquire AXA
  ADRs reflect the conversion of 11.5 million share options of the Holding Company
  that remained outstanding following the agreement for AXAs acquisition
  of the minority interest in the Holding Companys Common Stock. All information
  presented below as related to options to acquire AXA ADRs gives appropriate
  effect to AXAs May 2001 four-for-one stock split and the related changes
  in ADR parity for the Holding Company share option:

|                                |                    |  |                                 |       |  | 
|------------------------------- | ------------------ |  | ------------------------------- | ----- |  | 
|AXA ADRs options                | Number outstanding |  | Weighted average exercise price |      
|                                | (in millions)      |  | (in U.S. dollars)               |      
|                                |                    |  |                                 |       |  | 
|Balance as at January 2, 2001   | 18.3               |  |                                 | 21.65 |  | 
|Granted                         | 17.0               |  |                                 | 31.55 |  | 
|Subscribed                      | (2.2)              |  |                                 | 11.57 |  | 
|Expired                         | (3.1)              |  |                                 | 32.02 |  | 
|                                |                    |  |                                 |       |  | 
|Balance as at December 31, 2001 | 30.0               |  |                                 | 31.55 |  | 
|                                |                    |  |                                 |       |  | 
|Granted                         | 6.7                |  |                                 | 17.24 |  | 
|Subscribed                      | (0.2)              |  |                                 | 10.70 |  | 
|Expired                         | (1.2)              |  |                                 | 27.12 |  | 
|                                |                    |  |                                 |       |  | 
|Balance as at December 31, 2002 | 35.3               |  |                                 | 25.14 |  | 
|                                |                    |  |                                 |       |  | 
|Granted                         | 9.1                |  |                                 | 12.60 |  | 
|Subscribed                      | (1.7)              |  |                                 | 7.85  |  | 
|Expired                         | (1.8)              |  |                                 | 25.16 |  | 
|                                |                    |  |                                 |       |  | 
|Balance as at December 31, 2003 | 40.9               |  |                                 | 23.04 |  | 
|                                |                    |  |                                 |       |  | 

/F-91



Information
  about options outstanding and exercisable in respect of AXA Financial employee
  share option plans to purchase AXA ADRs.

|                  |  |      |  |  |                   |  |                   |      |                   |  |                   |  |  |  |  | 
|----------------- |  | ---- |  |  | ----------------- |  | ----------------- | ---- | ----------------- |  | ----------------- |  |  |  |  | 
|                  |  |      |  |  | Outstanding at    |  | Weighted average  |      | Exercisable at    |  | Weighted average  | 
|                  |  |      |  |  | December 31, 2003 |  | exercise price    |      | December 31, 2003 |  | exercise price    | 
|                  |  |      |  |  | (in millions)     |  | (in U.S. dollars) |      | (in millions)     |  | (in U.S. dollars) | 
|                  |  |      |  |  |                   |  |                   |      |                   |  |                   |  |  |  |  | 
|$6.325 -$ 9.01    |  | 0.4  |  |  | 7.64              |  |                   | 0.4  |                   |  | 7.63              |  | 
|$10.195 - $14.73  |  | 11.8 |  |  | 12.73             |  |                   | 2.1  |                   |  | 13.23             |  | 
|$15.995 - $22.84  |  | 9.9  |  |  | 18.50             |  |                   | 6.3  |                   |  | 18.66             |  | 
|$26.095 - $33.025 |  | 13.8 |  |  | 30.85             |  |                   | 9.6  |                   |  | 30.48             |  | 
|$36.031           |  | 5.0  |  |  | 36.03             |  |                   | 5.0  |                   |  | 36.03             |  | 
|                  |  |      |  |  |                   |  |                   |      |                   |  |                   |  |  |  |  | 
|$6.325 - $36.031  |  | 40.9 |  |  | 23.04             |  |                   | 23.4 |                   |  | 26.52             |  | 
|                  |  |      |  |  |                   |  |                   |      |                   |  |                   |  |  | 

OTHER

Under
  a separate variable option plan, in 1996 AXA granted key managers options that
  vest over five years to acquire approximately 2 million shares of a wholly-owned
  subsidiary. The plan allows holders to benefit indirectly in the appreciation
  of the share price in ordinary shares of AXA Asia Pacific Holdings. The shares
  under option would represent 25% of the shares issued by the subsidiary, if
  and when such options are exercised. Any shares acquired by exercising options
  are nontransferable and the holders have certain rights to put the shares to
  AXA for a price based on the equivalent market price of AXA Asia Pacific Holdings
  common stock at the date when put. Of the 2,152,310 options, 1,115,250 have
  been exercised and 441,060 options have been cancelled at December 31, 2003.
  The balance of outstanding options at December 31, 2003 was 596,000 million.

/F-92



32.
  Segment Information

AXA
  has five operating business segments: Life & Savings, Property & Casualty,
  International Insurance, Asset Management and Other Financial Services. In addition,
  non-operating activities are conducted by the holding companies. The financial
  information for AXAs business segments, and the holding company activities,
  is presented on a French GAAP basis and is consistent with the presentation
  provided in the consolidated financial statements presented herein.

No
  segment is dependent upon a single customer, or a few customers, the loss of
  which would have a significant effect on the earnings of the segment. AXA is
  not dependent on any one, or a few, independent brokers or independent agents
  or other insurance companies for which a loss of business would have a material
  adverse effect on the earnings of any one of the segments or AXA. No customer
  accounted for 10% or more of AXAs consolidated revenues in 2002.

Life
  & Savings Segment products and services.Includes
  individual and group traditional term and whole life insurance (including participating
  policies whereby the policyholder participates in the net investments results
  or profits of the insurance company), immediate annuities and investment products
  (including endowments, savings-related products, such as variable life and variable
  annuity products and other investment-linked products) and services (such as
  financial planning services, sales of mutual fund investments) that are designed
  to meet a broad range of its customers needs throughout their financial
  life-cycles.

Property
  & Casualty Segment products and services.Includes
  a full range of products including principally automobile and homeowners
  insurance to individuals and commercial property and liability insurance to
  corporate customers, including workers compensation benefits.

International
  Insurance Segment products and services.The
  reinsurance operations principally focus on property damage, third party liability
  and marine property and third party liability reinsurance through proportional
  and non-proportional treaties. The products in the insurance operations within
  this segment, which specifically relate to AXA Corporate Solutions Insurance,
  include large commercial risk coverage to large national and international corporations
  principally including property and casualty; marine aviation and transport;
  construction risk; financial risk; and directors and officers liability.

Asset
  Management Segment products and services.Includes
  diversified asset management (including mutual funds management) and related
  services to a variety of institutional clients and individuals, including AXAs
  insurance companies.

Other
  Financial Services Segment products and services.This
  segment includes principally other financial services, such as banking activities
  conducted primarily in France and Belgium.

Information
  described as Insurance below includes the three insurance segments:
  Life & Savings, Property & Casualty and International Insurance. Information
  described below as Financial Services includes both the Asset Management
  Segment and the Other Financial Services Segment.

/F-93



GROSS PREMIUMS
  AND FINANCIAL SERVICES REVENUES

|                                                        |                          |  |        |  |        | 
|------------------------------------------------------- | ------------------------ |  | ------ |  | ------ | 
|                                                        | Years ended December 31, | 
|(in euro millions)                                      | 2003                     |  | 2002   |  | 2001   | 
|                                                        |                          |  |        |  |        | 
|LIFE & SAVINGS                                          |                          |  |        |  |        | 
|France                                                  | 10,882                   |  | 10,423 |  | 10,997 | 
|United States                                           | 13,732                   |  | 12,726 |  | 11,642 | 
|United Kingdom                                          | 5,831                    |  | 8,362  |  | 9,086  | 
|Japan                                                   | 6,078                    |  | 6,428  |  | 5,475  | 
|Germany                                                 | 3,428                    |  | 3,140  |  | 2,997  | 
|Belgium                                                 | 2,050                    |  | 1,629  |  | 1,686  | 
|Other countries                                         | 4,798                    |  | 5,877  |  | 6,517  | 
|                                                        |                          |  |        |  |        | 
|Total                                                   | 46,799                   |  | 48,586 |  | 48,399 | 
|(reinsurance assumed accounted for3,944
      million, |                          |  |        |  |        | 
|1,696 million and1,513
      million, respectively)   |                          |  |        |  |        | 
|                                                        |                          |  |        |  |        | 
|PROPERTY & CASUALTY                                     |                          |  |        |  |        | 
|France                                                  | 4,640                    |  | 4,383  |  | 4,171  | 
|Germany                                                 | 2,847                    |  | 2,843  |  | 3,142  | 
|United Kingdom                                          | 3,664                    |  | 2,749  |  | 2,480  | 
|Belgium                                                 | 1,405                    |  | 1,395  |  | 1,323  | 
|Other countries                                         | 4,543                    |  | 4,577  |  | 4,780  | 
|                                                        |                          |  |        |  |        | 
|Total                                                   | 17,098                   |  | 15,948 |  | 15,896 | 
|(reinsurance assumed accounted for408
      million,   |                          |  |        |  |        | 
|367 million and674
      million, respectively)       |                          |  |        |  |        | 
|                                                        |                          |  |        |  |        | 
|INTERNATIONAL INSURANCE                                 |                          |  |        |  |        | 
|AXA Corporate Solutions                                 | 3,550                    |  | 5,335  |  | 5,288  | 
|AXA Assistance                                          | 408                      |  | 397    |  | 381    | 
|Others                                                  | 14                       |  | 30     |  | 9      | 
|                                                        |                          |  |        |  |        | 
|Total                                                   | 3,972                    |  | 5,762  |  | 5,678  | 
|(reinsurance assumed accounted for2,776
      million, |                          |  |        |  |        | 
|4,464 million and4,139
      million, respectively)   |                          |  |        |  |        | 
|                                                        |                          |  |        |  |        | 
|ASSET MANAGEMENT                                        |                          |  |        |  |        | 
|Alliance Capital                                        | 2,311                    |  | 2,778  |  | 3,200  | 
|AXA Investment Managers                                 | 611                      |  | 633    |  | 503    | 
|National Mutual Funds Management                        |                         |  |       |  | 26     | 
|                                                        |                          |  |        |  |        | 
|Total Asset Management                                  | 2,922                    |  | 3,411  |  | 3,730  | 
|                                                        |                          |  |        |  |        | 
|OTHER FINANCIAL SERVICES                                |                          |  |        |  |        | 
|French banks                                            | 139                      |  | 134    |  | 187    | 
|German banks                                            | 122                      |  | 117    |  | 100    | 
|AXA Bank Belgium                                        | 539                      |  | 717    |  | 763    | 
|Other                                                   | 37                       |  | 52     |  | 77     | 
|                                                        |                          |  |        |  |        | 
|Total Other Financial Services                          | 836                      |  | 1,020  |  | 1,128  | 
|                                                        |                          |  |        |  |        | 
|TOTAL                                                   | 71,628                   |  | 74,727 |  | 74,832 | 
|                                                        |                          |  |        |  |        | 

/F-94



RESULTS
  OF OPERATIONS

|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|----------------------------------------- | ------------------------------------------- |  | ---------- |  | ------------- |  | ---------- |  | --------- |  | --------- |  | ------------ |  | -------- | 
|                                          | Years
      ended December 31, 2003         | 
|                                          |                                             |  |            |  |               |  |            |  | Other     |  |           |  |              |  |          | 
|                                          | Life &                                      |  | Property   |  | International |  | Asset      |  | financial |  | Holding   |  | Intersegment |  |          | 
|                                          | Savings                                     |  | & Casualty |  | Insurance     |  | Management |  | services  |  | companies |  | eliminations |  | Total    | 
|(in euros millions)                       | Data
      before intersegment eliminations |  |            |  |               | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    | 46,299                                      |  | 17,093     |  | 4,065         |  |           |  |          |  |          |  | (151)        |  | 67,306   | 
|Revenues from banking activities          |                                            |  |           |  |              |  |           |  | 850       |  |          |  | (30)         |  | 820      | 
|Other revenues                            | 513                                         |  | 35         |  | 16            |  | 3,199      |  | 16        |  | 0         |  | (277)        |  | 3,503    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|and financial services revenues           | 46,812                                      |  | 17,128     |  | 4,081         |  | 3,199      |  | 866       |  | 0         |  | (458)        |  | 71,628   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Change in unearned premiums reserve       | (6)                                         |  | (231)      |  | 559           |  |           |  |          |  |          |  | (2)          |  | 320      | 
|Net investment results                    | 25,773                                      |  | 1,075      |  | 339           |  | 28         |  | 174       |  | (423)     |  | 26           |  | 26,935   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Total revenues                            | 72,579                                      |  | 17,972     |  | 4,979         |  | 3,171      |  | 1,040     |  | (423)     |  | (434)        |  | 98,883   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Insurance benefits and claims             | (65,926)                                    |  | (12,060)   |  | (3,481)       |  |           |  |          |  |          |  | 150          |  | (81,317) | 
|Reinsurance ceded, net                    | 84                                          |  | (495)      |  | (701)         |  |           |  |          |  |          |  | (1)          |  | (1,113)  | 
|Insurance acquisition expenses            | (2,797)                                     |  | (2,727)    |  | (290)         |  |           |  |          |  |          |  | 16           |  | (5,798)  | 
|Bank operating expenses                   |                                            |  |           |  |              |  |           |  | (519)     |  |          |  | 16           |  | (502)    | 
|Administrative expenses                   | (2,457)                                     |  | (1,865)    |  | (313)         |  | (2,769)    |  | (323)     |  | (93)      |  | 253          |  | (7,567)  | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income before income tax expense          | 1,483                                       |  | 826        |  | 194           |  | 402        |  | 199       |  | (516)     |  |             |  | 2,587    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income tax expense                        | (289)                                       |  | (194)      |  | (41)          |  | (98)       |  | (55)      |  | 140       |  |             |  | (536)    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income after income tax expense           | 1,194                                       |  | 632        |  | 154           |  | 304        |  | 144       |  | (376)     |  |             |  | 2,051    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Equity in income from affiliated entities | 19                                          |  | 24         |  | 0             |  |           |  | (2)       |  | 1         |  |             |  | 41       | 
|Amortization of goodwill, net             | (423)                                       |  | (172)      |  | (5)           |  | (241)      |  | (3)       |  |          |  |             |  | (844)    | 
|Minority interests                        | (119)                                       |  | (35)       |  | (7)           |  | (87)       |  | (0)       |  | 5         |  |             |  | (243)    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|NET INCOME                                | 671                                         |  | 448        |  | 142           |  | (24)       |  | 138       |  | (371)     |  |             |  | 1,005    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 

/F-95



|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|----------------------------------------- | ------------------------------------------- |  | ---------- |  | ------------- |  | ---------- |  | --------- |  | --------- |  | ------------ |  | -------- | 
|                                          | Years
      ended December 31, 2002         | 
|                                          |                                             |  |            |  |               |  |            |  | Other     |  |           |  |              |  |          | 
|                                          | Life &                                      |  | Property   |  | International |  | Asset      |  | financial |  | Holding   |  | Intersegment |  |          | 
|                                          | Savings                                     |  | & Casualty |  | Insurance     |  | Management |  | services  |  | companies |  | eliminations |  | Total    | 
|(in euros millions)                       | Data
      before intersegment eliminations |  |            |  |               | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    | 48,080                                      |  | 15,969     |  | 5,844         |  |           |  |          |  |          |  | (169)        |  | 69,723   | 
|Revenues from banking activities          |                                            |  |           |  |              |  |           |  | 1,038     |  |          |  | (26)         |  | 1,012    | 
|Other revenues                            | 539                                         |  | 12         |  | 28            |  | 3,724      |  | 8         |  |          |  | (319)        |  | 3,992    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|and financial services revenues           | 48,619                                      |  | 15,981     |  | 5,872         |  | 3,724      |  | 1,046     |  |          |  | (514)        |  | 74,727   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Change in unearned premiums reserve       | (16)                                        |  | (307)      |  | (58)          |  |           |  |          |  |          |  | (2)          |  | (382)    | 
|Net investment results                    | (10,684)                                    |  | 1,230      |  | 396           |  | 233        |  | 98        |  | (33)      |  | 47           |  | (8,713)  | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Total revenues                            | 37,920                                      |  | 16,904     |  | 6,210         |  | 3,957      |  | 1,144     |  | (33)      |  | (470)        |  | 65,632   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Insurance benefits and claims             | (30,958)                                    |  | (12,038)   |  | (5,035)       |  |           |  |          |  |          |  | 110          |  | (47,922) | 
|Reinsurance ceded, net                    | 288                                         |  | (229)      |  | (638)         |  |           |  |          |  |          |  | 57           |  | (523)    | 
|Insurance acquisition expenses            | (2,806)                                     |  | (2,754)    |  | (351)         |  |           |  |          |  |          |  | 20           |  | (5,891)  | 
|Bank operating expenses                   |                                            |  |           |  |              |  |           |  | (625)     |  |          |  | 25           |  | (600)    | 
|Administrative expenses                   | (2,868)                                     |  | (1,658)    |  | (367)         |  | (2,952)    |  | (335)     |  | (177)     |  | 259          |  | (8,098)  | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income before income tax expense          | 1,575                                       |  | 224        |  | (182)         |  | 1,005      |  | 184       |  | (210)     |  |             |  | 2,597    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income tax expense                        | (119)                                       |  | (153)      |  | 43            |  | (140)      |  | (64)      |  | 8         |  |             |  | (426)    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income after income tax expense           | 1,456                                       |  | 71         |  | (139)         |  | 865        |  | 120       |  | (202)     |  |             |  | 2,171    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Equity in income from affiliated entities | (7)                                         |  | 19         |  | (1)           |  |           |  | 14        |  | (2)       |  |             |  | 23       | 
|Amortization of goodwill, net             | (319)                                       |  | (113)      |  | (27)          |  | (405)      |  | (14)      |  |          |  |             |  | (877)    | 
|Minority interests                        | (68)                                        |  | 5          |  | (9)           |  | (242)      |  | (1)       |  | (53)      |  |             |  | (368)    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|NET INCOME                                | 1,063                                       |  | (19)       |  | (176)         |  | 218        |  | 119       |  | (257)     |  |             |  | 949      | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 

/F-96



|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|----------------------------------------- | ------------------------------------------- |  | ---------- |  | ------------- |  | ---------- |  | --------- |  | --------- |  | ------------ |  | -------- | 
|                                          | Years
      ended December 31, 2001         | 
|                                          |                                             |  |            |  |               |  |            |  | Other     |  |           |  |              |  |          | 
|                                          | Life &                                      |  | Property   |  | International |  | Asset      |  | financial |  | Holding   |  | Intersegment |  |          | 
|                                          | Savings                                     |  | & Casualty |  | Insurance     |  | Management |  | services  |  | companies |  | eliminations |  | Total    | 
|(in euros millions)                       | Data
      before intersegment eliminations |  |            |  |               | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    | 47,921                                      |  | 15,925     |  | 5,724         |  |           |  |          |  |          |  | (100)        |  | 69,471   | 
|Revenues from banking activities          |                                            |  |           |  |              |  |           |  | 1,167     |  |          |  | (40)         |  | 1,127    | 
|Other revenues                            | 486                                         |  | 2          |  | 27            |  | 4,100      |  | 1         |  | 1         |  | (383)        |  | 4,234    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Gross written premiums                    |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|and financial services revenues           | 48,407                                      |  | 15,928     |  | 5,751         |  | 4,100      |  | 1,168     |  | 1         |  | (522)        |  | 74,832   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Change in unearned premiums reserve       | (2)                                         |  | (115)      |  | (238)         |  |           |  |          |  |          |  |             |  | (355)    | 
|Net investment results                    | (3,531)                                     |  | 1,916      |  | 445           |  | 4          |  | 69        |  | (217)     |  | 70           |  | (1,244)  | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Total revenues                            | 44,875                                      |  | 17,729     |  | 5,958         |  | 4,104      |  | 1,236     |  | (217)     |  | (452)        |  | 73,233   | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Insurance benefits and claims             | (36,744)                                    |  | (13,007)   |  | (6,972)       |  |           |  |          |  |          |  | 55           |  | (56,668) | 
|Reinsurance ceded, net                    | 139                                         |  | (112)      |  | 1,101         |  |           |  |          |  |          |  | 35           |  | 1,163    | 
|Insurance acquisition expenses            | (3,193)                                     |  | (2,868)    |  | (340)         |  |           |  |          |  |          |  | 6            |  | (6,394)  | 
|Bank operating expenses                   |                                            |  |           |  |              |  |           |  | (874)     |  |          |  | 36           |  | (838)    | 
|Administrative expenses                   | (3,326)                                     |  | (1,803)    |  | (299)         |  | (3,130)    |  | (315)     |  | (222)     |  | 320          |  | (8,775)  | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income before income tax expense          | 1,751                                       |  | (60)       |  | (551)         |  | 974        |  | 47        |  | (439)     |  |             |  | 1,721    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income tax expense                        | (481)                                       |  | 262        |  | 179           |  | (180)      |  | 98        |  | 77        |  |             |  | (45)     | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Income after income tax expense           | 1,269                                       |  | 201        |  | (372)         |  | 795        |  | 145       |  | (362)     |  |             |  | 1,676    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|Equity in income from affiliated entities | 16                                          |  | 5          |  |              |  | (4)        |  |          |  |          |  |             |  | 17       | 
|Amortization of goodwill, net             | (315)                                       |  | (133)      |  | (8)           |  | (285)      |  | (47)      |  |          |  |             |  | (788)    | 
|Minority interests                        | (48)                                        |  | (22)       |  | (5)           |  | (353)      |  | (1)       |  | 44        |  |             |  | (385)    | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 
|NET INCOME                                | 922                                         |  | 52         |  | (386)         |  | 153        |  | 97        |  | (318)     |  |             |  | 520      | 
|                                          |                                             |  |            |  |               |  |            |  |           |  |           |  |              |  |          | 

In addition, to
  the amortization of goodwill, AXA also has amortization expense related to value
  of purchased business in-force (VBI), which relates specifically to the Life
  & Savings Segment, see Note 5 Value of Purchased Life Business In
  Force (VBI) relating to the amortization of VBI. Information on the net
  investment results by segment is presented in Note 20 Net Investment Result.

|                         |                 |  |         |  |         | 
|------------------------ | --------------- |  | ------- |  | ------- | 
|                         | At December 31, | 
|(in euro millions)       | 2003            |  | 2002    |  | 2001    | 
|                         |                 |  |         |  |         | 
|Life & Savings           | 343,099         |  | 336,681 |  | 370,287 | 
|Property & Casualty      | 41,177          |  | 39,127  |  | 41,601  | 
|International Insurance  | 14,319          |  | 17,095  |  | 17,921  | 
|Asset Management         | 6,740           |  | 7,132   |  | 9,828   | 
|Other Financial Services | 16,911          |  | 17,474  |  | 17,406  | 
|Holding Companies        | 26,986          |  | 27,148  |  | 28,556  | 
|                         |                 |  |         |  |         | 
|TOTAL ASSETS             | 449,233         |  | 444,657 |  | 485,599 | 
|                         |                 |  |         |  |         | 

/F-97





33. Summary of Material Differences between French GAAP and
  U.S. GAAP

AXAs
  consolidated financial statements are prepared in accordance with French GAAP.
  These accounting principles differ in certain material respects from U.S. GAAP.
  Certain significant differences between French GAAP and U.S. GAAP arise in each
  of the three years ended December 31, 2003, 2002 and 2001 as a result of (i)
  the implementation of new French regulations that became effective from January
  1, 2001, and (ii) certain new accounting principles under U.S. GAAP. The significant
  differences in accounting principles between French GAAP and U.S. GAAP along
  with the significant changes are summarized below.

CHANGES
  IN ACCOUNTING PRINCIPLES UNDER U.S. GAAP

ACCOUNTING
  FOR BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLES AND IMPAIRMENT OR
  DISPOSAL OF LONG-LIVED ASSETS

On
  January 1, 2002, AXA adopted statement of Financial Accounting Standards (FAS)
  No. 141 Business
  Combinations,
  FAS 142 Goodwill
  and Other intangible assets,
  and FAS 144 Accounting
  for the Impairment of Long- Lived
  Assets to be disposed of.

FAS
  141addresses
  financial accounting and reporting for business combinations, including investments
  accounted for under the equity method, collectively referred to in this section
  as «business combinations», with an acquisition date on or after
  July 1, 2001. All business combinations in the scope of FAS 141 are to be accounted
  for using the purchase method whereby the identifiable assets and liabilities
  are recorded at their fair value at the date of acquisition. The difference
  between the purchase price over the estimated fair value of net identifiable
  assets acquired is recorded as a goodwill. If the goodwill is negative, it will
  no longer be set up as a deferred credit and included in income over the estimated
  useful life but rather recognized as an after-tax extraordinary gain in the
  income statement in the period of acquisition. Pooling-of-interests is no longer
  permitted. In addition, other intangible assets can be recognized apart from
  goodwill if the intangible either (i) reflects a contractual-legal right, or
  (ii) is separable, that is, capable of being separated, sold, divided, transferred
  (regardless of intent / existence in the market and either individually or with
  a group of related assets and liabilities). Prior to FAS 141, only intangibles
  that could be identified and named could be recognized as an asset apart from
  goodwill. FAS 141 had no material impact on the results of operations or financial
  position of AXA upon its adoption on January 1, 2002.

FAS
  142addresses
  financial accounting and reporting for acquired goodwill and other intangible
  assets, including intangible assets that are acquired individually or with a
  group of other assets not acquired in a business combination. At the time of
  adoption January 1, 2002 the U.S. GAAP carrying value for goodwill was tested
  for impairment. In subsequent periods, goodwill is no longer amortized but rather
  subject to an impairment test, at least annually. In addition, at January 1,
  2002 AXA ceased to amortize negative goodwill, which was eliminated and recorded
  in income: the after-tax cumulative effect of the change in accounting for negative
  goodwill was12
  million net Group share. In future periods, any negative goodwill identified
  in connection with a business combination will be recorded immediately in income
  in the period of transaction. AXAs intangible assets have finite useful
  lives and continue to be amortized over their estimated useful lives.

/F-98



FAS
  144retains
  many of the fundamental recognition and measurement provisions previously required
  under FAS No. 121, Accounting for the impairment of long-lived assets
  to be disposed of, except for the removal of goodwill from its scope,
  inclusion of specific guidance on cash flow recoverability testing and the criteria
  that must be met to classify a long-lived asset as held-for-sale. FAS 144 had
  no material impact on the results of operations or financial position of AXA
  upon its adoption on January 1, 2002.

FAS
  133, as amended: Accounting for derivative instruments and hedging activities

On
  January 1, 2001, AXA adopted statement of Financial Accounting Standards (FAS)
  No. 133, as amended Accounting
  for derivative instruments and hedging activities
  (FAS 133). FAS 133 established new accounting and disclosure requirements
  for all derivative instruments, including certain derivative instruments embedded
  in other contracts (including insurance contracts) referred to as embedded
  derivatives, and hedging activities. FAS 133 requires all derivatives
  to be recognized on the balance sheet and measured at fair value. In April 2003,
  FAS 133 was also amended by FASNo.149, Amendment
  of Statement 133 on Derivatives Instruments and Hedging Activities
  with no significant impact to AXAs consolidated financial statements.

Accounting
  for embedded derivatives.AXA
  elected a January 1, 1999 transition date, thereby effectively grandfathering
  existing accounting for derivatives embedded in hybrid instruments acquired,
  issued or substantively modified on or before that date. As a consequence of
  this election, coupled with interpretative guidance issued by the Financial
  Accounting Standards Board (FASB) and the Derivatives Implementation
  Group (DIG) with regard to insurance contracts and features therein,
  adoption of the new requirements for embedded derivatives had no material impact
  on AXAs consolidated financial condition and operating results under U.S.
  GAAP. There are currently no requirements to measure and recognize embedded
  derivatives under French GAAP.

Accounting
  for derivatives and hedging activities.Under
  FAS 133 all derivatives are on the balance sheet at fair value with changes
  in fair value (that is, the gains and losses) recorded in the income statement,
  unless the derivative is used as a hedging instrument. If the derivative is
  used as a hedging instrument, the accounting for such changes in fair value
  depends on the hedging relationship as summarized below.

- Fair
    value hedges.The
    derivatives are used to hedge for changes in fair value, including those linked
    to exchange rates variation. The entire change in fair value of the derivative
    is recorded in income along with the associated gain or loss on the hedged
    item attributable to the risk being hedged.
- Cash-flow
    hedges.The
    derivative instruments are used to cover for the change in cash flows including
    the effect of foreign exchange fluctuations. The change in fair value of the
    derivative attributable to the effective portion of the hedge is recorded
    in other comprehensive income (a separate component of shareholders
    equity), which is subsequently reclassified into income in the same period
    in which the forecasted transaction affects income. The change in fair value
    of the derivative attributable to the ineffective portion of the hedge is
    recorded in income.
- Net
    investment hedges.Derivatives
    but also certain non-derivatives can be qualified as investment hedges
    for net investment in a subsidiary. The change in fair value of the derivative
    or non-derivative instrument attributable to the effective portion of the
    foreign currency hedge, together with the associated foreign exchange gain
    or loss on the hedged item, is recorded in a component of other comprehensive
    income as a part of the cumulative foreign translation adjustment. The
    change in fair value of the derivative attributable to the ineffective portion
    of the hedge is recorded in income.

/F-99



FAS
  133 hedge accounting has very prescriptive rules for (i) the types of risks
  that can be hedged (for example, hedge of net exposures are not permitted),
  and (ii) the extent to which hedge relationships must be documented and tested
  for effectiveness, which affect the accounting for hedges under U.S. GAAP. The
  strict guidance set out by the FASB and the DIG limits the extent to which existing
  hedge arrangements qualify for hedge accounting under FAS 133. AXA manages its
  risks and, therefore, its hedging strategies to meet the hedging requirements
  as set forth under French GAAP, rather than U.S. GAAP. As a result, certain
  hedging relationships established by AXA have not ben designated as qualifying
  hedging relationships under FAS 133 and, therefore, are not subject to U.S.
  GAAP hedge accounting and consequently are referred to as free standing
  derivatives with the change in fair value recorded in income effective
  from January 1, 2001 for U.S. GAAP. In accordance with the transition provision
  of FAS 133 to recognize the difference between the carrying values and fair
  values of the free standing derivative instruments at January 1, 2001, the after
  tax cumulative-effect-type credit to income was18
  million at January 1, 2001.

Given
  that AXAs hedging strategies are designed to comply with French GAAP measurement
  and recognition requirements, AXAs U.S GAAP consolidated net income could
  be subject to increased volatility in future periods. Significant differences
  could arise between the AXAs consolidated net income and shareholders
  equity under French GAAP as compared to U.S. GAAP in future periods.

Reclassification
  of fixed maturity and equity investments.Under
  the transition rules of FAS 133, AXA recorded the following reclassifications:

- £
    19,806 million (or approximately31,492
    million at transition date) of available-for-sale securities as
    trading securities, resulting in an after-tax cumulative-effect-type
    adjustment of2,698
    million from other comprehensive income to the statement of income, representing
    the after-tax unrealized gain of the assets backing the UK With-Profit
    business at January 1, 2001,
- US$ 257 million (or approximately 273 million at transition date)
    of held-to-maturity securities as available for-sale
    securities, resulting in an after-tax cumulative-effect-type adjustment of
    US$ 9 million in other comprehensive income (or approximately 10 million
    at transition date).

Under
  the transition provision of FAS 133, this reclassification does not call into
  question AXAs intent to hold current or future debt securities to their
  maturity. This reclassification under U.S. GAAP had no impact on AXAs
  accounting for its fixed maturity and equity investments under French GAAP.

FIN
  46: Consolidation of Variable Interest Entities

In
  January 2003, the FASB issued Interpretation No.46, Consolidation of Variable
  Interest Entities (FIN 46). FIN 46 clarifies the application
  of Accounting Research Bulletin No. 51 Consolidated Financial Statements
  as it relates to certain entities called variable interest entities (VIEs).
  A VIE is an entity in which equity investors do not have the characteristics
  of a controlling financial interest or do not have sufficient equity at risk
  to finance its activities without subordinated financial support from other
  parties. VIEs will include vehicles formerly known as special purpose vehicles,
  such as, collateralized debt obligations (also known as debt securitizations)
  and depending on the facts and circumstances other vehicles, such as, investments
  in limited partnerships.

For
  entities that meet the characteristics of a VIE, FIN 46 introduced a consolidation
  model that focuses on the relative exposures of the participants to the economic
  risks and rewards from the assets of the VIE rather than on percentage ownership
  of voting interest, if any, to determine whether a parent-subsidiary relationship
  exists. Under

/F-100



the
  VIE consolidation model, the party with the majority of the economic risks or
  rewards associated with a VIEs activities, including those conveyed by
  derivatives, credit enhancements and other arrangements, is the primary
  beneficiary. The primary beneficiary is required to consolidate the VIE.

As
  required, AXA adopted FIN 46 with immediate effect for VIEs created on or after
  February 1, 2003 with no impact on the consolidated financial statements at
  December 31, 2003. However, AXA will adopt FIN 46 for any remaining VIEs created
  before February 1, 2003 with effect from January 1, 2004. FIN 46 not only provides
  a consolidation model but also requires specific disclosures relating to VIEs
  in which AXA has a significant variable interest but is not the primary beneficiary.

On
  December 24, 2003, the FASB issued FIN46 (Revised) (FIN46(R)), which
  contains significant modifications to the original interpretation issued in
  January 2003. While FIN46(R) supports the same underlying principle put forth
  in the original interpretation, it addresses issues that arose as companies
  analyzed the potential impact of adopting FIN46s consolidation requirements
  and resolves some other issues in a manner expected to make the implementation
  less onerous for certain entities with financial interest in VIEs. The most
  notable departure of FIN46(r) from the original interpretation is the revised
  treatment of decision maker fees (such as asset management fees)
  to include only the variability in the calculation of the VIEs expected
  residual returns. Prior to this change, inclusion of decision maker fees on
  a gross basis created a bias towards consolidation by the decision maker, as
  the recipient of a majority of a VIEs economic rewards unless another
  party absorbed a majority of the VIEs economic risks. Refer to note 34(h)
  for more information.

Accounting
  for transfer of financial assets

The
  FASB issued FAS N° 140, Accounting for Transfers and Servicing of
  Financial Assets and Extinguishments of Liabilities, a replacement of FAS N°
  125 (FAS 140) became effective for AXA in respect of transfer
  and servicing of financial assets and extinguishment of liabilities after March
  31, 2001. FAS 140 addresses the recognition and measurement of servicing assets
  and liabilities and the extinguishment of liabilities including sales, securitizations,
  servicing of receivables, secured borrowings, and collateral transactions. FAS
  140 emphasizes the legal form of the transfer rather than the previous accounting
  that was based upon the risks and rewards of ownership. Under FAS 140, qualifying
  special purpose vehicles are not consolidated by the transferor. FAS 140 became
  effective for the transfers and servicing of financial assets and extinguishments
  of liabilities occurring after March 31, 2001 with certain exceptions. During
  2001, AXA did not have any significant transactions that were impacted by the
  adoption of FAS 140.

FAS
  146: Accounting for costs associated with exit or disposal activities

FASB
  146 Accounting for costs associated with exit or disposal activities
  (FAS 146) requires that the liability for a cost associated with
  the exit or disposal activity be recognized and measured initially at fair value
  only when the liability is incurred. AXA adopted FAS 146 on a prospective basis
  from January 1, 2003. FAS 146 had no material impact on AXAs consolidated
  statement of financial position or consolidated income statement under U.S.
  GAAP upon adoption.

FAS
  150: Accounting for Certain Financial Instruments with Characteristics of both
  Liabilities and Equities

FAS
  150 establishes standards for classification and measurement of certain financial
  instruments with characteristics of both liabilities and equity in the statement
  of financial position. AXA adopted FAS 150, which is effective for financial
  instruments entered into or modified after May 31, 2003 and FAS 150 had no material
  impact on AXAs consolidated statement of financial position upon adoption.
  For all other pre-existing financial instruments, FAS 150 is effective at the
  beginning of the first interim period beginning after June 15, 2003 but given
  that AXA does not publish U.S GAAP interim financial reports, the effective
  date would be as at January 1, 2004.

/F-101



SCOPE
  OF CONSOLIDATION

Under
  US GAAP, entities are assessed for consolidation under one of two methodologies
  as summarized below.

- AXA
    is required to fully consolidate an entity if (i) the entity is a variable
    interest entity (VIE) as defined under FIN46R and (ii) AXA is determined to
    be the primary beneficiary, that is, AXA has a variable interest in the VIE
    that will absorb a majority of the VIEs expected losses or receive a
    majority of its expected residual returns, or both. Such basis for determining
    if consolidation is required does not exist under French GAAP.
- For
    entities that are not VIEs, AXA is required to fully consolidate the entity
    if AXA has a majority ownership interest, that is an direct or indirect interest
    of more than 50% based on voting rights, whereas under French GAAP control
    is presume if AXA directly or indirectly holds at least 40% of the voting
    rights and no other shareholder directly or indirectly holds a percentage
    interest greater than that held by AXA.
- Under
    U.S. GAAP, the equity method of accounting is used for investments in companies
    (which are not VIEs), in which AXAs ownership interest approximates
    20% and is not greater than 50% including those companies proportionately
    consolidated under French GAAP.
- Under
    French GAAP, AXA accounts for its investments in investment companies and
    real estate companies (including mutual funds) owned by insurance subsidiaries
    using the cost method. Under U.S. GAAP, such entities are first assessed for
    consolidation under the variable interest model before assessing
    for consolidated based on ownership interest. In consolidating mutual funds
    or investments in investment companies for U.S. GAAP purposes, fixed maturity
    and equity securities held by the funds are classified as trading and, are
    stated at estimated fair value.

BUSINESS
  COMBINATIONS - PURCHASE ACCOUNTING

Business
  acquisitions are generally accounted for using the purchase method of accounting
  under both French GAAP and U.S. GAAP.

In
  respect of significant acquisitions, material accounting differences between
  French GAAP and U.S. GAAP relate primarily to (i) the different methods of determining
  the purchase price attributable to the issuance of ordinary shares of AXA and
  settling / exchanging outstanding employee share options, (ii) the differences
  in the underlying accounting principles used for determining the value of net
  assets acquired between French GAAP and U.S. GAAP, and (iii) the portion of
  goodwill charged directly to shareholders equity when ordinary shares
  of AXA were issued in respect of transactions that were completed before the
  adoption of the new French Regulations on January 1, 2001.

The
  significant differences in accounting principles used for determining goodwill
  between French GAAP and U.S. GAAP are summarized below.

PURCHASE
  PRICE

- Under
    both French GAAP and U.S. GAAP, the purchase price is determined at transaction
    date unless newly issued ordinary shares are exchanged. If ordinary shares
    are issued in connection with an acquisition, under French GAAP the purchase
    price is determined at the closing date of the offer period whereas under
    U.S. GAAP the purchase price is determined at the date the merger agreement
    is signed and announced (so long as the terms of exchange are fixed), using
    the average market rate over a period consisting of a number of days before
    and after such date.
- In
    connection with an acquisition of a target company, not of a minority interest,
    under both French GAAP and U.S. GAAP, the purchase price includes the cost
    of settling or exchanging outstanding employee share options of the target
    company. However, in respect of a minority interest buyout, costs associated
    with settling or exchanging outstanding employee share options are included
    in the purchase price under French GAAP, but are excluded from the purchase
    price and recorded as compensation expense under U.S. GAAP.

/F-102



VALUE
  OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Under
  French GAAP, the portion of assets acquired and liabilities assumed, other than
  in connection with a buyout of minority interests, are recorded at their estimated
  fair value at the date of acquisition. The insurance liabilities are maintained
  at the predecessors carrying value if the measurement basis is consistent
  with AXAs French accounting principles. The portion of assets acquired
  and liabilities assumed in connection with a buyout of minority interests are
  maintained at carrying value at date of acquisition.

Under
  U.S. GAAP and in respect of all acquisitions including the buyout of minority
  interests, the portion of assets acquired and liabilities assumed are recorded
  at their estimated fair values at the date of acquisition.

DETERMINATION
  OF IDENTIFIABLE INTANGIBLE ASSETS

French
  GAAP provides for the recognition of the present value of future profits of
  purchased Life insurance business in-force (VBI) as an intangible asset. Under
  U.S. GAAP, an intangible asset can be recognized at date of acquisition if there
  is either (i) a contractual or legal right or (ii) it is separable, that is,
  it is capable of being separated or divided from the acquired entity and sold,
  transferred, licensed, rented or exchanged. Such intangible assets may include,
  but are not limited to, customer and contract lists.

GOODWILL

Under
  French GAAP and in respect of acquisitions completed prior to January 1, 2001,
  a portion of goodwill could have been charged directly to shareholders
  equity to the extent that ordinary shares were issued by the parent company
  in connection with the transaction, with the remaining amount recorded as a
  goodwill asset. For all acquisitions completed on or after January 1, 2001,
  the difference between the purchase price and the value of the portion of net
  assets acquired is recorded as a goodwill asset. However, the French GAAP basis
  may not generate a goodwill asset value that is equal to that determined under
  U.S. GAAP due to (i) the accounting for net assets acquired in respect of a
  buyout of minority interests, (ii) the accounting for the value of shares exchanged,
  if applicable, (iii) the accounting for the settlement or exchange of outstanding
  employee share options of the acquired company, (iv) the identification and
  valuation of identifiable intangible assets, and (v) goodwill is maintained
  in the functional currency of the acquired company under U.S. GAAP rather than
  at the historical rate.

Under
  French GAAP, the goodwill asset is amortized over the remaining estimated useful
  life and subject to routine impairment testing. Effective from January 1, 2002
  under U.S. GAAP, the goodwill asset is not amortized anymore but is subject
  to an impairment test at least annually. Any negative goodwill is amortized
  in income over the estimated remaining useful life under French GAAP whereas
  effective from January 1, 2002 under U.S. GAAP, negative goodwill is recorded
  in income immediately.

REVISIONS
  TO GOODWILL

Under
  French GAAP, revisions can be made to the goodwill calculation up to the end
  of financial year following the acquisition. Under U.S. GAAP, revisions can
  be made to the goodwill calculation up to 12 months from the date of acquisition
  only with respect to outstanding known contingencies at date of acquisition.

SHARES
  ISSUED BY A SUBSIDIARY (DILUTION GAINS)

When
  a subsidiary of AXA issues shares, this decreases (dilutes) AXAs ownership
  interest in that subsidiary and is treated as a partial disposal of the investment
  in that subsidiary.

/F-103



Under
  both French GAAP and U.S. GAAP, if a subsidiary issues shares for a price in
  excess of or less than the carrying value of the investment in that subsidiary,
  the difference is generally reflected as an after-tax gain or loss in income.
  However, the after-tax gain or loss may differ between French GAAP and U.S.
  GAAP due to differences in the underlying accounting principles used for determining
  the value of net assets disposed.

Under
  French GAAP, in the event that a subsidiary issues shares and there is a specific
  plan to repurchase such shares (at the time shares were issued), this gain is
  recorded in income with a corresponding charge to establish a provision, on
  a pre-tax basis. There is no impact on AXAs consolidated net income and
  shareholders equity under French GAAP. At the point in time when a portion
  or all of the issued shares are repurchased a portion or all of the provision
  will be released with a corresponding reduction in goodwill arising on the acquisition.
  Under U.S. GAAP, the after tax gain is accounted for as a capital transaction
  and recorded in shareholders equity.

ACCOUNTING
  FOR INVESTMENTS

Fixed
  maturities, equity and real estate, other than assets allocated to UK With
  Profit contracts

In
  respect of the accounting for fixed maturity and equity investments outside
  of the separate accounts (unit-linked) asset portfolios, under French GAAP,
  fixed maturities and equity investments are, in general, carried at amortized
  cost and historical cost, respectively, less valuation allowances. Under U.S.
  GAAP, the accounting for these securities depends on the investment classification:

- securities
    classified as held to maturity are reported at amortized cost,
- securities
    classified as trading are reported at fair value with changes
    in unrealized gains and losses included in income, and
- securities
    classified as available for sale are reported at fair value with
    changes in unrealized gains and losses included in other comprehensive
    income (a separate component of shareholders equity).

In
  respect ofvaluation
  allowances on impairment fixed maturity and equity securities and real estate
  investments,under
  French GAAP AXA has applied the rules for other-than-temporary decline in value
  as described in Note 2. Under French GAAP, the impairment charge can be reversed
  in future periods in the event that market conditions change.

Under
  U.S. GAAP, unless evidence exists to support a realizable value equal to or
  greater than the cost basis of the investment, an impairment write-down to fair
  value should be recorded as realized loss in the income statement. The write-down
  is not reversible in future periods. As a result of the large number of investments
  in equity securities, AXA has concluded for the periods presented that all declines
  in value in excess of cost should be realized as an other-than-temporary impairment
  in the income statement unless the decline in value was both (i) less than 20%
  compared to cost and (ii) for a time period of less than six consecutive months.
  In addition, the Company reviews whether there are any qualitative factors specific
  to the issuer and or industry in which it operates that would indicate that
  the decline in value was other-than-temporary.

APPLICATION
  METHODOLOGY SPECIFIC TO FRENCH GAAP

With
  specific regards to equity investments under French GAAP as described in Note
  2, in December 2002, the CNC issued interpretative guidance regarding the scope
  of securities to be impaired and the estimation of the recoverable value for
  purposes of calculating the valuation allowance for an other-than-temporary
  impairment relating to equity securities under French GAAP. In prior years,
  AXA determined recoverable values based on the quoted market price of listed
  securities and the quoted market price of comparable securities, pricing models
  or other similar valuation

/F-104



techniques.
  In addition, in prior years no distinction was made in the analysis depending
  on the volatility of the market. Under French GAAP, this change is considered
  a change in estimate whereas under U.S. GAAP, a change on the method of evaluating
  impairment is considered a change in accounting principle that is inseparable
  from a change in estimate. Under both French and U.S. GAAP, this change is accounted
  for prospectively as a change in estimate. Because of its nature and the large
  number of securities that would be impacted, AXA cannot determine the impact
  of change on net income on prior periods.

ASSETS
  ALLOCATED TO UK WITH-PROFIT CONTRACTS

The
  assets supporting the UK With-Profit contracts consist primarily
  of fixed maturity and equity securities. The UK With-Profit contracts
  are participating contracts and distribution from the With-Profit
  long-term fund is based on legal restrictions whereby policyholders have a 90%
  right to all risks and rewards of the participating (With-Profit)
  fund. Therefore, changes in the estimated market value of these assets held
  in the With-Profit fund impact the valuation of the fund and, therefore,
  the valuation of the underlying insurance liabilities.

Under
  French GAAP, assets supporting the UK participating (With-Profit)
  fund are stated at market value with changes in market value included in income,
  as the unrealized investment gains and losses on these investments are included
  in the determination of the related insurance liability. These assets include
  fixed maturity and equity securities, real estate and loans.

Under
  U.S. GAAP, real estate assets and loans allocated to UK With-Profit
  contracts are carried at historical cost less accumulated depreciation and amortized
  cost or unpaid principal balance, respectively. In addition and prior to January
  1, 2001, the fixed maturity and equity investments allocated to UK With-Profit
  contracts were classified as Available-for-Sale and stated at market
  value. Consequently, the entire change in market value, being the net unrealized
  investment gains or losses, was recorded in Other comprehensive income
  (a separate component of shareholders equity) even though the related
  impact of the change in unrealized gains and losses on assets on UK-With-Profit
  policyholder benefits was recorded against income in the same period. Accordingly,
  AXA believed that this exclusion under U.S. GAAP did not reflect fully the economic
  effect of the UK With-Profit contracts. An increase in the estimated
  fair value of these assets resulted in an increase in the liability for policyholder
  benefits, and a reduction of AXAs consolidated net income. A decrease
  in the estimated fair value of assets resulted in a decrease in the liability
  for policyholder benefits, and an increase in AXAs consolidated net income.

As
  a consequence, this led to AXAs presentation of U.S.
  GAAP, except for adjustment for the change in unrealizedinvestment
  gains and losses on assets allocated to UK With-Profit contracts
  in the reconciliations of consolidated net income and consolidated shareholders
  equity from French GAAP to U.S. GAAP whereby the changes in market value of
  the assets allocated to UK With-Profit contracts were included in
  income: a presentation that AXA believed was more meaningful under the circumstances.

Effective
  from January 1, 2001 and as permitted under the transition rules of FAS 133,
   Accounting for Derivatives Instruments and Hedging Activities,
  the fixed maturity and equity securities supporting the participating (With-Profit)
  business have been reclassified from Available-for-Sale to Trading.
  These investments continue to be stated at market value, however, the changes
  in market value of these investments are no longer recognized in Other
  comprehensive income (a separate component of shareholders equity),
  but are recognized in income. Consequently, AXAs presentation of U.S.
  GAAP, except for adjustment for the change in unrealized investment gains and
  losses on assets allocated to UK With-Profit contracts,
  in the reconciliations of consolidated net income and consolidated shareholders
  equity from French GAAP to U.S. GAAP, is no longer necessary since 2001.

/F-105



FUTURE
  POLICY BENEFITS

Under
  French GAAP, insurance liabilities for Life & Savings business, also referred
  to as future policy benefits, are calculated in accordance with the applicable
  local regulatory and accounting rules if consistent with the French accounting
  principles used by AXA. The future policy benefits are actuarially determined
  using actuarial assumptions relating to investment yields, mortality, morbidity
  and expenses. Contracts are assumed to remain in-force until their contractual
  maturity date or the death of the insured.

Under
  U.S. GAAP, future policy benefits for traditional life policies, that is for
  contracts with significant mortality or morbidity risk, are computed using a
  net level premium method on the basis of actuarial assumptions as to mortality,
  persistency and interest based on the insurance companys experience, with
  a margin for adverse deviation; such actuarial assumptions are established as
  of the date of policy issue. When the liabilities for future policy benefits
  plus the present value of expected future gross premiums are insufficient to
  provide for expected future policy benefits and expenses, a premium deficiency
  reserve is established by a charge to earnings.

Equitable
  Life.For
  French GAAP purposes, in 1996 Equitable Life changed its method of accounting
  for certain long-duration participating life insurance contracts in accordance
  with the provisions prescribed by FAS 120, «Accounting and reporting by
  mutual Life insurance enterprises and by insurance enterprises for certain long-duration
  participating contracts. Under French GAAP, the liability for terminal
  dividends is accrued in proportion to gross margins over the life of the contract.
  For U.S. GAAP purposes, management elected not to implement FAS 120 for AXAs
  consolidated financial statements and, accordingly, has maintained its U.S.
  GAAP methodology for all long-duration participating life insurance contracts
  based on FAS 60 whereby the terminal dividends are taken into account in the
  establishment of reserve factors, and the reserves are accrued in proportion
  to premium revenue over the life of the contract.

Reinsurance
  contracts that cover Guaranteed Minimum Income Benefits («GMIBs»)features
  of variable annuity / separate account type contracts are accounted for as insurance
  contracts under French GAAP on a prospective basis whereby the amount is recognized
  over the contract term. Under U.S. GAAP the reinsurance contract covering the
  income feature represents a derivative instrument accounted for under FAS 133
  at fair value.

EQUALIZATION
  RESERVES

Under
  French GAAP, equalization reserves are recognized in respect of future catastrophe
  risks, which are determined in accordance with local regulatory requirements
  in certain jurisdictions in which AXA operates. Such reserves are not permitted
  to be recognized as a liability under U.S. GAAP until such losses are incurred.

PLAN
  OF FINANCIAL REORGANIZATION OF AXA EQUITY & LAW (THE PLAN)

ACCOUNTING
  FOR THE TRANSACTION

In
  connection with the Plan, as described in note 4 business combinations
  to the consolidated financial statements, a portion of the surplus assets held
  in the participating (With-Profit) fund, referred to as the «Inherited
  Estate» was attributed to AXA, as the shareholder. AXAs portion
  of the Inherited Estate along with the non-participating insurance business
  was transferred out of the participating (With-Profit) fund into
  separate legal non-participating funds in which 100% of the operating results
  would inure to AXA in future periods. As a consequence of the plan and effective
  from January 1, 2001, additional significant differences arose between French
  GAAP and U.S. GAAP as set out below.

/F-106



Under
  French GAAP, the plan was accounted for as a business combination as it was
  a transaction with the policy-holders, an equivalent third party interest. As
  a result, (i) assets and insurance liabilities transferred from the participating
  fund to the non-participating fund were re-estimated at fair value and or based
  on new assumptions for interest rates and mortality, (ii) VBI was recognized
  in respect of the profits to emerge on the unit linked business transferred
  to the non-participating fund, and (iii) the cost of the incentive bonus paid
  to policyholders that elected in favor of the Plan was established as goodwill.
  Under U.S. GAAP, the transaction could not be accounted for as a business combination,
  as it was a portfolio transfer within a commonly controlled group and, therefore,
  (i) no VBI was recognized, and (ii) the cost of the incentive bonus was recorded
  as an expense in the period, which was recorded as a decrease to U.S. GAAP net
  income of433
  million (adjustment in the reconciliation under the caption Purchase accounting
  and goodwill).

PROFIT
  RECOGNITION FOR UK WITH-PROFIT BUSINESS AS A RESULT OF THE PLAN

Under
  French GAAP, the profit recognized by AXA in respect of the UK With-Profit
  business represents 10% of the bonus declared by the actuary and represented
  a change in methodology under French GAAP in 2001. Under U.S. GAAP, 10% of all
  changes in the UK with-profit fund (revenues and expenses) are recognized in
  the income statement, with the remaining 90% attributed to unallocated
  policyholder dividend liability.

IMPACT
  OF CHANGES IN FRENCH ACCOUNTING PRINCIPLES IN 2001

The
  implementation of new French Regulations effective from January 1, 2001 resulted
  in certain one-time adjustments to the reconciliations of consolidated net income
  and consolidated shareholders equity from French GAAP to U.S. GAAP. The
  cumulative effect of changes in French accounting principles were recorded as
  adjustments to opening shareholders equity under French GAAP. Consequently,
  certain differences in accounting principles in 2000 and prior years are not
  representative of the differences that will exist in future periods as indicated
  below.

EQUALIZATION
  RESERVE

As
  a result of the new French regulations, equalization reserves are limited only
  to future catastrophe risks; reserves are no longer permitted under French GAAP
  for future unusual losses in any one period. These equalization reserves are
  not recognized as a liability under U.S. GAAP, until such loss is incurred and,
  therefore, such liabilities are eliminated under U.S. GAAP.

COST
  OF REINSURANCE

Due
  to the implementation of new French regulations, the cost of reinsurance is
  recorded in income in the year the reinsurance arrangement, including for long
  duration contracts, is placed with a third party reinsurer, including for long
  duration contracts. Under U.S. GAAP, the cost of reinsurance on long duration
  contracts is amortized into income over the lifetime of payments. The cumulative
  effect of the change has been recorded as an adjustment to opening shareholders
  equity on January 1st, 2001 in French GAAP. Future policy benefits as presented
  in AXAs reconciliations of consolidated net income and consolidated shareholders
  equity from French GAAP to U.S. GAAP include this new difference in accounting.

INTERCOMPANY
  TRANSACTIONS

Effective
  for intercompany transactions on or after January 1, 2001 and under the new
  French regulations, realized gains and losses on intercompany sales of assets
  are eliminated in their entirety, unless there is an other-than temporary impairment
  that is to be recorded as a loss immediately, which is the similar to U.S. GAAP.
  No difference exists between French GAAP and U.S. GAAP in 2001 and thereafter.

/F-107



Under
  French GAAP, realized gains are recognized when securities or real estate with
  appreciated values are contributed to mutual funds or real estate funds established
  for the purpose of supporting French savings contracts. Under U.S. GAAP, such
  gains are proportionately recognized when the savings contracts are issued or
  the fund shares are sold to entities not included in the consolidated financial
  statements.

OTHER
  DIFFERENCE

RESTRUCTURING
  PROVISIONS

For
  restructuring provisions established prior to January 1, 2003 under French GAAP
  and US GAAP, the nature of costs that can be included in restructuring provisions
  is generally similar. However, U.S. GAAP requires that certain conditions exist
  including the timing of recording restructuring provision for involuntary termination
  benefits. Consequently, certain costs included in restructuring provisions under
  French GAAP are not permitted under U.S. GAAP. These differences will reduce
  over time as the related restructuring costs are incurred.

In
  respect of all new exit or disposal activities established on or after January
  1, 2003, U.S. GAAP has been changed due to the implementation of FAS 146 and
  is different from French GAAP as it relates to (i) timing of recognition (recognized
  if incurred only, a commitment to undertake a restructuring or exit plan is
  not sufficient), and (ii) measurement at inception at fair value.

SHARE-BASED
  COMPENSATION (OTHER THAN IN RESPECT OF BUSINESS COMBINATIONS)

Under
  French GAAP, the accounting of share-based compensation is limited to share
  option plans and depends on whether the share option plan (i) relates to the
  purchase of shares in the open market or the increase in AXA share capital,
  (ii) provides for a guarantee of liquidity, or (iii) is issued by AXA (the Company)
  or another AXA entity.

Under
  U.S. GAAP, the accounting for share-based is identical whatever the characteristics
  of the plan.

There
  are two principal differences that arise between French GAAP and U.S. GAAP as
  set out below.

- Under
    French GAAP share-based compensation is not recorded in respect of certain
    share option plans issued by AXA (the Company) that do not provide a guarantee
    for liquidity whereas under U.S. GAAP a compensation charge is recorded if
    at grant date the options are issued at a significant discount; and
- For
    all other share option plans issued by AXA (the Company) and other AXA entities,
    the principles for measuring share-based compensation under French GAAP are
    principally similar to those used under U.S. GAAP. However, the compensation
    expense is recorded over the vesting period in the income statement and included
    as a liability under French GAAP whereas under U.S. GAAP the amount is recorded
    against shareholders equity.

PENSION
  PLANS

Under
  French GAAP, AXA uses an actuarial methodology that is consistent to the measurement
  and recognition basis prescribed under U.S. GAAP, with the exception of the
  recognition of an additional minimum pension liability that is not recognized
  under French GAAP. For U.S. GAAP purposes, AXA has adopted FAS 87, Employers
  accounting for pensions, as of January 1, 1989. If the accumulated benefit
  obligation exceeds the fair value of plan assets, an additional minimum pension
  liability is recorded such that the total liability in the balance sheet is
  at least equal to the unfunded accumulated benefit obligation. The after-tax
  amount is recorded in Other Comprehensive Income (separate component of
  shareholders equity).

/F-108



LONG-TERM
  DEBT WITH EARLY REDEMPTION RIGHTS

Under
  French GAAP when long-term debt is issued with early redemption rights whereby
  the redemption price is in excess of the original issue price per bond or note,
  the excess premium may not be amortized over the period from original issue
  date to earliest redemption period subject to certain market conditions.

Under
  U.S. GAAP, as the value of the long-term debt accretes according to the stated
  redemption price, this accretion, if significant, is amortized over the period
  up to earliest redemption date and is recorded as interest expense with a corresponding
  increase in the value of the principal outstanding in the balance sheet.

DEFERRED
  TAX

Under
  French GAAP, deferred income taxes are not required to be recognized in respect
  of distributions if the distribution is not going to be made in the foreseeable
  future and the ability to make such a distribution is at the control of management.
  Under U.S. GAAP, deferred income taxes arising on distributions are recorded
  in full if subject to local tax upon distribution (inside tax basis) even if
  the distribution is not going to be made in the foreseeable future and the ability
  to make such a distribution is under the control of management.

Under
  French GAAP, valuation allowances are recorded against deferred tax assets unless
  under an economic approach (based on an analysis of future statutory profits),
  the deferred tax assets are deemed recoverable. U.S. GAAP FAS 109 Accounting
  for Income Taxes gives greater weight to previous cumulative losses than
  the outlook for future probability when determining whether deferred tax assets
  are realizable.

Under
  both French GAAP and U.S. GAAP, the impact of a change in enacted tax rates
  on deferred tax assets and liabilities is recorded in income. Due to certain
  significant differences in the underlying accounting principles between French
  GAAP and U.S. GAAP, particularly in respect of the value of fixed maturity and
  equity investments (held at amortized cost or historical cost under French GAAP
  and generally at market value under U.S. GAAP), the impact of the change in
  tax rates on income under French GAAP and U.S. GAAP will differ accordingly
  mainly regarding stock price regulation or shares attributed to employees plans.

TREASURY
  SHARES

Under
  French GAAP, treasury shares are reported as an asset if certain conditions
  are satisfied. Under U.S. GAAP, the cost of treasury shares is reported as a
  deduction from shareholders equity. If such shares are then reissued,
  the proceeds received are correspondingly reported as a change in shareholders
  equity. Therefore, any gains or losses from holding such shares are recorded
  as adjustments to shareholders equity.

DERECOGNITION
  OF TRANSFERRED ASSETS

Assets
  transferred to entities in which AXA does not hold an ownership are permitted
  to be recognized as a disposal under French GAAP. Under U.S. GAAP any realized
  profit or loss on the disposal is eliminated if the transaction does not meet
  the requirements for derecognition due to various factors including continuing
  involvement in the companys management.

/F-109



MATERIAL
  DIFFERENCES BETWEEN FRENCH GAAP AND US GAAP

The
  impact on consolidated net income of material differences between French GAAP
  and U.S. GAAP are as follows:

|                                                                   |                          |  |         |  |             |  | 
|------------------------------------------------------------------ | ------------------------ |  | ------- |  | ----------- |  | 
|                                                                   | Years ended December 31, | 
|                                                                   |                          |  |         |  | 2001        | 
|(in euro millions)                                                 | 2003                     |  | 2002    |  | restated(b) | 
|                                                                   |                          |  |         |  |             |  | 
|Consolidated Net Income in Accordance with French GAAP             | 1,005                    |  | 949     |  | 520         |  | 
|                                                                   |                          |  |         |  |             |  | 
|Material differences (gross
      of tax):                         |                          |  |         |  |             |  | 
|Differences
      in scope of consolidation                        | 471                      |  | (1,481) |  | (614)       |  | 
|Goodwill
      and purchase accounting (a)                         | 470                      |  | 402     |  | (596)       |  | 
|Cost
      of stock options (buyout of minority interests)         |                          |  | (11)    |  | 67          |  | 
|Investment
      accounting and valuation                          |                          |  |         |  |             |  | 
|(excluding
      UK With-Profit related assets)                  | 1,142                    |  | (1,637) |  | (1,693)     |  | 
|Investment
      accounting for UK With-Profit business assets:  |                          |  |         |  |             |  | 
|
      Elimination of net unrealized investment losses (gains)    |                         |  |        |  |            |  | 
|
      Reclassification of fixed maturities                       |                          |  |         |  |             |  | 
|and
      equity securities at January 1, 2001 (c)                 |                         |  |        |  | 3,853       |  | 
|Deferred
      acquisition costs                                   | (15)                     |  | (112)   |  | (51)        |  | 
|Equalization
      provisions                                      | 74                       |  |        |  | (224)       |  | 
|Future
      policy benefits (net of reinsurance)                  | (28)                     |  | (297)   |  | (226)       |  | 
|Restructuring
      provisions and other non-admissible provisions | (109)                    |  | (12)    |  | (218)       |  | 
|Derivatives
      and hedging activities                           | 1,092                    |  | 486     |  | (109)       |  | 
|Other
      items                                                  | (94)                     |  | (48)    |  | 83          |  | 
|Deferred
      tax                                                 | (336)                    |  | (826)   |  | (437)       |  | 
|                                                                   |                          |  |         |  |             |  | 
|Total reconciling adjustments                                      | 2,668                    |  | (3,536) |  | (164)       |  | 
|                                                                   |                          |  |         |  |             |  | 
|CONSOLIDATED NET INCOME IN ACCORDANCE
      WITH U.S. GAAP(d)      | 3,673                    |  | (2,588) |  | 356         |  | 
|                                                                   |                          |  |         |  |             |  | 

|(a) | 2002 includes profit booked in Alliance Capital of148
      million in French GAAP not recognized in U.S. GAAP of which277
      million related to the partial release of the dilution profit offset by129 million in relation to the associated amortization
      of goodwill.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | 2001 U.S. GAAP adjustments and U.S. GAAP net income were
      restated.                                                                                                                                                                                                            
|(c) | Includes3,853 cumulative effect of
      change in accounting principle upon adoption FAS 133 following the change
      in invested assets classification in 2001.                                                                                                                
|(d) | All operating results are from continuing operations.                                                                                                                                                                                                                               

RESTATEMENT
  OF U.S. GAAP FINANCIAL INFORMATION (OCCURRED IN 2002)

AXA
  records other-than-temporary impairments on certain of its investment securities.
  Following discussions with the staff of the Securities and Exchange Commissions
  Division of Corporation Finance, AXA corrected how it determines when a decline
  in value should be considered to be other than temporary and a realized loss
  recognized. The policy that AXA now follows to determine if the decline in value
  below cost is other-than-temporary is described elsewhere in this note. As this
  procedure was not applied in 2001, AXA restated its 2001 U.S. GAAP financial
  information to recognize an impairment charge on the decline in value below
  cost that was considered to be other-than-temporary. In applying these procedures,
  AXA recognized an additional charge of1,853
  million (gross) in the income statement that had been previously recorded as
  an unrealized loss that was a component of other comprehensive income.

/F-110



This
  amount has been reduced by an amount of the loss that was allocated to policyholders,
  minority interests and income tax. The amounts allocated to policyholders, minority
  interests and income tax were also previously recorded in other comprehensive
  income. The effect of this restatement was to decrease AXAs 2001
  U.S. GAAP consolidated net income by1,128
  million to356
  million, as presented in the tables below. There was no impact on AXAs
  consolidated shareholders equity at December 31, 2001 as the Company had
  already recorded the unrealized effect of the decreased market value of its
  investment securities through Other comprehensive income (a separate
  component within shareholders equity) in that period. After reviewing
  the potential impact of this new impairment policy on AXAs U.S. GAAP results
  for the year ended December 31, 2000, the Company concluded that the application
  of this new policy would not require a restatement for the year ended December
  31, 2000.

|                                                              |                   |  | 
|------------------------------------------------------------- | ----------------- |  | 
|                                                              | Year ended        | 
|(in euro millions)                                            | December 31, 2001 | 
|                                                              |                   |  | 
|Consolidated net income
      in accordance with U.S. GAAP    |                   |  | 
|As previously reported:                                       | 1,484             |  | 
|Adjustment for additional
      investment impairment charge: |                   |  | 
|Gross
      adjustment                                        | (1,853)           |  | 
|Attribution
      to policyholders participation             | 209               |  | 
|Tax
      effect                                              | 436               |  | 
|Minority
      Interest                                       | 80                |  | 
|                                                              |                   |  | 
|As restated                                                   | 356               |  | 
|                                                              |                   |  | 

The impact on consolidated shareholders equity of material differences
  between French GAAP and U.S. GAAP are   as follows:

|                                                                        |                 |  |         | 
|----------------------------------------------------------------------- | --------------- |  | ------- | 
|                                                                        | At December 31, | 
|(in euro millions)                                                      | 2003            |  | 2002    | 
|                                                                        |                 |  |         | 
|Consolidated Shareholders
      Equity in Accordance with French GAAP  | 23,401          |  | 23,711  | 
|                                                                        |                 |  |         | 
|Material
      differences (net of tax) :                               |                 |  |         | 
|Differences
      in scope of consolidation                             | (381)           |  | (1,198) | 
|Goodwill
      and purchase accounting                                  | 1,144           |  | 3,606   | 
|Investment
      accounting and valuation                               | 2,270           |  | 408     | 
|Deferred
      acquisition costs                                        | (22)            |  | (96)    | 
|Equalization
      provisions                                           | 231             |  | 200     | 
|Future
      policy benefits (net of reinsurance)                       | 227             |  | (194)   | 
|Treasury
      shares held                                              | (473)           |  | (487)   | 
|Derivatives
      and hedging activities                                | 432             |  | (41)    | 
|Deferred
      tax - differences in principles                          | (899)           |  | (1,359) | 
|Minimum
      pension liability                                         | (1,028)         |  | (1,039) | 
|Other
      items                                                       | 15              |  | 346     | 
|                                                                        |                 |  |         | 
|Total reconciling adjustments                                           | 1,517           |  | 146     | 
|                                                                        |                 |  |         | 
|CONSOLIDATED SHAREHOLDERS
      EQUITY IN ACCORDANCE WITH U.S. GAAP(a) | 24,918          |  | 23,857  | 
|                                                                        |                 |  |         | 
|(a) All from continuing
      operations.                               |                 |  |         | 
|                                                                        |                 |  |         | 

/F-111



34.
  Additional U.S. GAAP Disclosures

(a)
  COMPREHENSIVE INCOME (BASED ON FRENCH GAAP DATA)

Comprehensive
  income (loss) includes net income (loss) and represents the change in shareholders
  equity during a period from non-owner sources. It includes revenues, expenses,
  gains and losses that have been excluded from net income. Using amounts determined
  in accordance with French GAAP, comprehensive income (loss) is set out below.

Change from non-owner sources included in Shareholders
  Equity

|                                         |       |  |         |  |      | 
|---------------------------------------- | ----- |  | ------- |  | ---- | 
|                                         | 2003  |  | 2002    |  | 2001 | 
|                                         |       |  |         |  |      | 
|Foreign currency fluctuation adjustments | (985) |  | (1,197) |  | 300  | 
|Other                                    | 154   |  | 34      |  | (49) | 
|                                         |       |  |         |  |      | 
|TOTAL CHANGE                             | (831) |  | (1,163) |  | 251  | 
|                                         |       |  |         |  |      | 

Comprehensive
  income (loss) being net income (loss) plus the change in other comprehensive
  income totaled 175
  million, (214)
  million and771
  million in 2003, 2002 and 2001, respectively. AXA concluded that it was not
  practical to present the components of AXAs accumulated balance of other
  comprehensive income.

(b)
  NET INCOME PER ORDINARY SHARES

|                                                          |                               |     |         |  |       | 
|--------------------------------------------------------- | ----------------------------- | --- | ------- |  | ----- | 
|                                                          | Net income per ordinary share |    
|                                                          | Years Ended December 31,      |    
|                                                          | 2003                          |     | 2002    |  | 2001  | 
|                                                          |                               |     |         |  |       | 
|Income applicable to ordinary shares                      |                               |     |         |  |       | 
|Basic                                                     | 3,673                         |     | (2,588) |  | 356   | 
|Dilutive securities issued
      by subsidiaries          |                              |     |        |  |      | 
|Interest on assumed conversion
      of convertible debts | 91                            | (b) |        |  |      | 
|Dilutive                                                  | 3,764                         |     | (2,588) |  | 356   | 
|Weighted average of ordinary shares outstanding
      (a) |                               |     |         |  |       | 
|Basic                                                     | 1,734                         |     | 1,705   |  | 1,691 | 
|Assumed exercise of stock
      options                   | 3                             |     |        |  | 8     | 
|Assumed conversion of
      convertible debts             | 87                            |     |        |  |      | 
|Dilutive                                                  | 1,824                         |     | 1,705   |  | 1,699 | 
|Net income per ordinary share                             |                               |     |         |  |       | 
|
      Basic                                             | 2.12                          |     | (1.52)  |  | 0.21  | 
|
      Diluted                                           | 2.06                          |     | (1.52)  |  | 0.21  | 
|                                                          |                               |     |         |  |       | 

|(a) | Weighted average of outstanding ordinary shares after
      the elimination of the weighted average number of ordinary shares held in
      Treasury.       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | U.S. GAAP interest expense on subordinated debts issued
      in 1999 and 2000, no interest expense on the ORAN according to the terms
      and conditions.

/F-112



The
  calculation of basic and diluted net income per ordinary share under U.S. GAAP
  is based on the same methodology as for French GAAP (see note 24 Net Income
  per Ordinary Share). However, certain differences arise due to (i) the
  underlying differences in the treatment of treasury shares held by AXA and its
  subsidiaries, and (ii) the amount of net income that results in different conclusion
  on dilutive and anti-dilutive impact of EPS.

In
  accordance with the terms and conditions of the1,524
  million 2.5% subordinated convertible debt issued in February 1999 and1,009
  million 3.75% subordinated convertible debt issued in February 2000, the company
  has the right of early redemption at a price greater than the original issue
  price per note starting in January 2005 and 2007.

As
  a result there is an additional interest expense, which also increases the value
  of the subordinated debt under U.S. GAAP by approximately61
  million (gross of tax) in 2003 (2002:61
  million and 2001:61
  million). The two subordinated debt instruments and the ORAN issued in October
  2003 (see note 18) are convertible into AXA ordinary shares.

These
  potential shares were treated as dilutive under U.S. GAAP and, therefore,
  were included in the U.S. GAAP net income per ordinary share (diluted). The
  potential conversion of these two subordinated convertible debt instruments
  into 64 million ordinary shares were included in the calculation of net income
  per ordinary share (diluted) together with the 23 million shares that may be
  issued in order to redeem the ORAN bonds issued as part of the MONY acquisition
  plan and the 3 million stock options taken into account in the earning per share
  calculation under French GAAP.

In
  2002, the calculation under French GAAP of net income per ordinary share (diluted)
  was revised on a basis similar to U.S. GAAP whereby anti-dilutive effects are
  excluded from the calculation of net income per ordinary share (diluted). Under
  French GAAP in 2001, the potential conversion of the two subordinated convertible
  debt instruments into 64 million ordinary shares were included in the calculation
  of net income per ordinary share (diluted).

(c)
  DERIVATIVE INTRUMENTS

AXA
  manages its risks and, therefore, its hedging strategies to meet the hedging
  requirements as set forth under French GAAP, rather than according to the requirements
  of U.S. GAAP. As a result, certain hedging relationships established by AXA
  could not be designated in qualifying hedging relationships under FAS 133 and,
  therefore, have no hedge designation and are referred to as free standing
  derivatives with the change in fair value recorded in income effective
  from January 1, 2001. However, certain existing hedge arrangements met the criteria
  for measurement and recognition as fair value hedges under FAS 133.

At
  December 31, 2003, AXA had derivative assets and derivative liabilities at estimated
  fair value of3,054
  million and1,654
  million, respectively (2002:2,821
  million and1,776
  million, respectively). The change in estimated fair value of derivative instruments
  not in qualifying U.S. GAAP hedging activities included in the 2003 U.S. GAAP
  consolidated net income was a gain of approximately450
  million, included under the caption Net investment result (2002:
  a gain747
  million).

Certain
  hedge arrangements met the U.S. GAAP criteria for measurement and recognition
  primarily in respect of (i) certain hedges of changes in fair value attributable
  to interest rate risk (through the use of interest rate swaps), and (ii) certain
  hedges of changes in fair value attributable to foreign currency risk (primarily
  through the use of currency

/F-113



swaps
  and foreign currency forwards). In respect of the derivative instruments used
  for these qualifying U.S. GAAP hedges, the amount of hedge effectiveness included
  in AXAs 2003 U.S. GAAP consolidated net income was a debit of23
  million (2002: credit of6
  million). There was a loss of10.1
  million included in AXAs 2003 U.S. GAAP consolidated net income representing
  the component of the derivative instruments gain excluded from the assessment
  of hedge effectiveness (2002: not net gain ).

Given
  that AXAs hedging strategies are designed to comply with French GAAP measurement
  and recognition requirements, AXAs consolidated net income as determined
  in accordance with U.S. GAAP is subject to increased volatility in future periods.
  Significant differences could arise between AXAs consolidated net income
  and shareholders equity under French GAAP as compared to U.S. GAAP in
  future periods.

(d)
  DEFERRED TAX

The
  U.S. GAAP net deferred tax asset and liability are as follows:

|                   |  |              |  |              |  |              |  |             |              |  | 
|------------------ |  | ------------ |  | ------------ |  | ------------ |  | ----------- | ------------ |  | 
|                   |  | Deferred Tax |  | Deferred Tax |  |              |  |             | Deferred Tax | 
|                   |  | US GAAP      |  | US GAAP      |  | Deferred Tax |  | French GAAP |             
|(in euro millions) |  | Assets       |  | Liabilities  |  | Net          |  | Net         |             
|                   |  |              |  |              |  |              |  |             |              |  | 
|2003               |  | 2,032        |  | (4,368)      |  | (2,336)      |  |             | 98           |  | 
|2002               |  | 4,778        |  | (6,810)      |  | (2,032)      |  |             | 171          |  | 
|2001               |  | 5,545        |  | (6,022)      |  | (477)        |  |             | 743          |  | 
|                   |  |              |  |              |  |              |  |             |              |  | 

The
  difference between French and US GAAP net deferred tax figures is mainly due
  to the tax impact of the U.S. GAAP adjustments on invested assets and difference
  in principles, for example relating to the valuation allowance booked on the
  deferred tax asset in Japan which reflected differences on both the tax loss
  carry forward and the temporary differences.

(e)
  SUPPLEMENTAL CASH FLOW INFORMATION

This
  information should be read in conjunction with the Consolidated Statements of
  Cash Flow. The Consolidated Statements of Cash Flow as presented on page F-08,
  is in compliance with FAS95, except for the differences noted below.

For
  the years ended December 31, 2003, 2002 and 2001, deposits related to investment
  contracts amounted to 17,814
  million,17,524
  million, and17,718
  million, respectively, and withdrawals related to investment contracts amounted
  to6,224
  million,10,657
  million, and13,973
  million, respectively, and are part of operating cash flow under French GAAP.
  Such deposits and withdrawals would be reflected as financing activities in
  a statement of cash flows prepared in accordance with U.S. GAAP.

(f)
  EMPLOYEE BENEFIT PLAN

For
  pension plans where the fair value of plan assets exceeds the accumulated benefit
  obligation, the aggregate fair value of plan assets and aggregate accumulated
  benefit obligations were2,094
  million and1,967
  million, respectively as at December 31, 2003 (2002:2,306
  million and2,230
  million, respectively).

/F-114



For pension plans
  where the accumulated benefit obligation is in excess of the fair value of plan
  assets, the aggregate accumulated benefit fair value of plan assets and aggregate
  accumulated benefit obligations were3,431
  million and  5,827
  million, respectively as at December 31, 2003 (2002:3,224
  million and5,728
  million, respectively).

The following
  table provides a reconciliation of the funded status of pension obligations
  to the accrued pension cost, including the additional minimum liability recognized
  for U.S. GAAP only.



|                                                              |         |  |         | 
|------------------------------------------------------------- | ------- |  | ------- | 
|Reconciliation
      of Funded Status to Accrued Pension Cost |        
|                                                              |         |  |         | 
|Pension cost:                                                 | 2003    |  | 2002    | 
|                                                              |         |  |         | 
|Funded status                                                 | (3,083) |  | (3,231) | 
|Unrecognized prior service cost                               | 60      |  | 55      | 
|Unrecognized net loss                                         | 3,058   |  | 3,466   | 
|Unrecognized transition obligation                            | 8       |  | (4)     | 
|                                                              |         |  |         | 
|Net position (as reported under French
      GAAP)            | 43      |  | 285     | 
|Additional minimum liability (gross of tax)                   | (1,647) |  | (1,815) | 
|                                                              |         |  |         | 
|Accrued pension liability under U.S.
      GAAP               | (1,604) |  | (1,530) | 
|                                                              |         |  |         | 

Of the1,647
  million additional minimum liability,62
  million was charged against unrecognized prior service costs (an intangible
  asset) with a balance of 1,586 million recognized against shareholders
  equity (1,158
  million net of tax).

The reduction
  in additional minimal liability of168
  million during the period was primarily related to the following countries:
  the UK had a reduction of161
  million and the US a reduction of12
  million, with smaller movements at other operations representing the balance.

PENSION PLAN ASSETS

In respect of
  AXAs French pension plans, the weighted average pension plan asset allocation
  as at December 31, 2003 and 2002, target allocation for 2004, and expected long-term
  rate of return by asset category are as follows:

|                  |            |  |                           |      |                  |      |  |                |  | 
|----------------- | ---------- |  | ------------------------- | ---- | ---------------- | ---- |  | -------------- |  | 
|                  | Target     |  | Percentage of plan assets |      | Weighted average |     
|                  | allocation |  | as at December 31,        |      | long-term rate   |     
|                  |            |  |                           |      |                  |      |  | of return 2003 | 
|Asset Category    | 2004       |  |                           | 2003 |                  | 2002 |  |                |  | 
|                  |            |  |                           |      |                  |      |  |                |  | 
|Equity securities | 23%        |  |                           | 22%  |                  | 25%  |  | 7.25%          |  | 
|Debt securities   | 64%        |  |                           | 65%  |                  | 63%  |  | 4.80%          |  | 
|Real estate       | 13%        |  |                           | 13%  |                  | 12%  |  | 5.75%          |  | 
|Other             | 0%         |  |                           | 0%   |                  | 0%   |  | N/A            |  | 
|                  |            |  |                           |      |                  |      |  |                |  | 
|TOTAL             | 100%       |  |                           | 100% |                  | 100% |  | 5.50%          |  | 
|                  |            |  |                           |      |                  |      |  |                |  | 

As liabilities
  associated with defined pension plans are generally long-term in nature, a mixture
  of fixed maturity and equity securities as well as real estate investments are
  used in the plan assets. This mixture of plan assets has some degree of volatility
  of returns, but over the long-term is expected to provide a higher return than
  returns on a portfolio of just fixed maturity securities. Our expectation of
  higher return is consistent with experience in the past, but may not represent
  actual returns in the future. The investment mix is maintained close to the
  target level, with minor fluctuations over time due to the shifting market values
  of assets.

/F-115



EMPLOYERS
  CONTRIBUTION FOR 2004 (DOMESTIC)

AXA
  expects to contribute19
  million to the French pension plans in 2004.

(g)
  SHARE-BASED COMPENSATION

Details
  on share option plans in respect of AXA are provided in note 31 Share
  Options. Total compensation cost recognized in income for stock-based
  employee compensation in 2003 was50
  million (2002:63
  million and 2001:  57
  million). The 2003 charge included U.S.$13.5 million (2002: U.S. $11 million
  income) in connection with the AXA

Financial
  SAR liability (see note 31 Share Options), as the SARs are subject
  to variable accounting based on the change in market value of AXA ADSs for the
  year ended December 31, 2002 (2001: U.S.$74 million). In October 1995, the FASB
  issued Statement of Financial Accounting Standards No. 123 (FAS 123)
  Accounting for stock-based compensation which requires disclosure
  of the cost to AXA of share options granted on or after January 1, 1995 based
  on the fair value of the options on the date they were granted. AXA has elected
  to continue to account for share-based compensation using the intrinsic method
  prescribed under APB No. 25. Had AXA accounted for share options granted since
  January 1, 1995 in accordance with FAS 123, net income and net income per ordinary
  share under U.S. GAAP (on a pro forma basis) would be as follows:

|                                            |                          |  |         |  |      | 
|------------------------------------------- | ------------------------ |  | ------- |  | ---- | 
|                                            | Years Ended December 31, | 
|(in euro millions except for share amounts) | 2003                     |  | 2002    |  | 2001 | 
|                                            |                          |  |         |  |      | 
|U.S. GAAP:                                  |                          |  |         |  |      | 
|Net Income:                                 |                          |  |         |  |      | 
| as reported                               | 3,673                    |  | (2,588) |  | 356  | 
| adjustment for compensation
      expense |                          |  |         |  |      | 
|determined under
      fair value           | (65)                     |  | (50)    |  | (30) | 
| Pro forma                                 | 3,608                    |  | (2,639) |  | 326  | 
|Net Income per ordinary share               |                          |  |         |  |      | 
|Basic:                                      |                          |  |         |  |      | 
| As reported                               | 2.12                     |  | (1.52)  |  | 0.21 | 
| Pro forma                                 | 2.08                     |  | (1.55)  |  | 0.19 | 
|Diluted:                                    |                          |  |         |  |      | 
| As reported                               | 2.06                     |  | (1.52)  |  | 0.21 | 
| Pro forma                                 | 2.03                     |  | (1.55)  |  | 0.19 | 
|                                            |                          |  |         |  |      | 

Such pro forma effects are not necessarily indicative of future effects on
  net income and net income per ordinary share.

|                        |                         
|----------------------- | ------------------------
|                        | Years ended December 31,
|                        | 2003                    
|                        |                         
|Dividend yield          | 2.82%                   
|Volatility              | 43.41%                  
|Risk-free interest rate | 3.64%                   
|Expected life (years)   | 6                       
|                        |                         

The
  weighted average fair value per option granted by the Company in 2003, 2002
  and 2001 was5,6
  and11,
  respectively.

/F-116



(h)
  VARIABLE INTEREST ENTITIES

As
  described under Scope of Consolidation in Note 33, AXA has adopted
  the provisions of FIN 46(R) with immediate effect for those VIEs created on
  or after February 1, 2003. For VIEs created before February 1, 2003, the provisions
  of FIN 46(R) must be applied by AXA in 2004. AXA is required to consolidate
  a VIE if it is the primary beneficiary, that is, it has a variable interest
  which will absorb a majority of the VIEs losses or receive a majority
  of its residual returns, or both. AXA is also required to disclose VIEs
  in which it has a significant variable interest.

VIEs
  include SPEs and, therefore, the information below is supplemental to, and therefore
  should be read in conjunction with, the information on SPEs set out in Note
  27.

At
  December 31, 2003, AXA had no entities that were VIEs created on or after February
  1, 2003 in which AXA was the primary beneficiary that would require consolidation
  by AXA in 2003. In respect of VIEs created before February 1,
  2003, management is currently reviewing its investment management agreements,
  its investments in other financial arrangements with certain of its asset management
  entities which hold client assets under management such as certain mutual fund
  products domiciled outside of the United States (referred to as off-shore
  funds), hedge funds, investments in limited partnerships and real estate
  vehicles and related legal structures thereof. Given the complexities of FIN
  46(R) and the fact that FASB is continuing to develop answers to implementation
  issues, this review is on-going as there are over 1000 vehicles that have been
  created or are managed by our investment managers that require a detailed review.
  To date, and in addition to the SPEs disclosed in note 27, AXA has identified
  2 investments in limited partnerships that are VIEs and it is reasonably possible
  that AXA will be required to consolidate in 2004. The carrying value for these
  investments totaled111
  million, representing investments with total assets of182
  million and additional funding commitments of nearly110
  million. The maximum exposure to loss is limited to its investment and prospective
  investment management fees. Consolidation would result in increases in AXAs
  consolidated assets, principally investments, and its liabilities and minority
  interests of approximately71
  million.

Based
  on the population identified to date, as the review is on-going for the vehicles
  created before February 1, 2003, at December 31, 2003 AXA holds a significant
  variable interest in but is not the primary beneficiary of certain other VIEs
  (other than SPEs in Note 27) totaling124
  million, of which103
  million and21
  million related to investments and partnership interests and real estate investment
  pools, respectively. At December 31, 2003, AXA had approximately431
  million of funding commitments in respect of these vehicles. The investment
  carrying value and funding commitments represent AXAs maximum exposure
  to loss from its direct involvement in these VIEs.

In
  addition and specific to Alliance Capital, Alliance Capital has significant
  variable interests in certain VIEs with approximately US$ 1.1 billion in client
  assets under management. However, these VIEs do not require consolidation because
  Alliance Capitals management has determined that Alliance Capital is not
  the primary beneficiary. Alliance Capitals maximum exposure to loss to
  these entities is limited to a nominal investment and prospective investment
  management fees.

AXA
  derives no direct benefit from the total assets within these vehicles other
  than its direct investment plus any investment management fees, if it is also
  the investment manager, and cannot utilize those assets in its operations. In
  addition, any additional liabilities recognized as a result of consolidating
  the VIEs would not represent additional claims on the general assets of AXA,
  rather they would represent claims against the additional assets recognized
  by AXA as a result of consolidating the VIEs.

/F-117



FIN
  46(r) is highly complex and requires significant estimates and judgments as
  to its application. Since implementation of the consolidation of VIEs under
  FIN 46(R) for vehicles created before February 1, 2003 are not required to be
  consolidated until 2004 and FASB continue to develop guidance on implementing
  issues, managements assessment of the effect of FIN 46(R) is on-going
  and its initial conclusions regarding the consolidation of VIEs may change.

Effective
  from October 10, 2003, the FASB permitted non-registered investment companies
  (such as certain mutual funds) to defer consolidation of VIEs with which they
  are involved until the proposed Statement of Position (SOP) on the
  clarification of the scope of the Investment Company Audit Guide (the Audit
  Guide) is finalized, which is expected to occur in 2004. Following the
  issuance of the SOP, the FASB will consider further modification to FIN 46(R)
  to provide an exemption for companies that qualify as investment companies under
  the revised Audit Guide.

(i)
  GOODWILL

The
  following table gives for all periods presented the impact on net income an
  earnings per share.

|                                                                                                                                                                         |       |                                       |         |      |       |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----- | ------------------------------------- | ------- | ---- | ----- | ----
|Net income                                                                                                                                                               |      
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       | For the year ended December
      31, |        
|                                                                                                                                                                         |       | 2003                                  |         | 2002 |       | 2001
|                                                                                                                                                                         |       |                                       |         |      |       |     
|Reported net income                                                                                                                                                      | 3,673 |                                       | (2,588) |      | 356   |     
|Adjustments to eliminate goodwill amortization,
      net                                                                                                                |       | 0                                     |         | 0    |       | 795 
|Adjusted net income                                                                                                                                                      | 3,673 |                                       | (2,588) |      | 1,151 |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|Basic earnings per share
      based on                                                                                                                                  |      
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       | For the year ended December 31,       |        
|                                                                                                                                                                         |       | 2003                                  |         | 2002 |       | 2001
|                                                                                                                                                                         |       |                                       |         |      |       |     
|Reported net income                                                                                                                                                      | 2.12  |                                       | (1.52)  |      | 0.21  |     
|Adjustments to eliminate goodwill
      amortization, net                                                                                                                | 0     |                                       | 0       |      | 0.47  |     
|Adjusted net income                                                                                                                                                      | 2.12  |                                       | (1.52)  |      | 0.68  |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|The
      above calculation is based on a weighted average number of shares outstanding
      of 1,734 million in 2003, 1,705 million in 2002 and 1,691 million in 2001.
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|Diluted
      earnings per share based on                                                                                                                                |      
|                                                                                                                                                                         |       |                                       |         |      |       |     
|                                                                                                                                                                         |       | For the year ended December 31,       |        
|                                                                                                                                                                         |       | 2003                                  |         | 2002 |       | 2001
|                                                                                                                                                                         |       |                                       |         |      |       |     
|Reported net income                                                                                                                                                      | 2.06  |                                       | (1.52)  |      | 0.21  |     
|Adjustments to eliminate goodwill amortization,
      net                                                                                                                | 0     |                                       | 0       |      | 0.47  |     
|Adjusted net income                                                                                                                                                      | 2.06  |                                       | (1.52)  |      | 0.68  |     
|                                                                                                                                                                         |       |                                       |         |      |       |     
|The
      above calculation is based on a weighted average number of shares outstanding
      of 1,824 million in 2003, 1,705 million in 2002 and 1,699 million in 2001.



/F-118



(j)
  EQUITY AND FIXED MATURITY SECURITIES

Investment
  financial data on a U.S. GAAP basis in respect of AXAs principal consolidated
  entities is presented in the tables below:

|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|---------------------------- | -------------------- |  | ------------ | ------- | ---------- |  | ------- | ---------------- | ------ | ---------------- |  |  | ----- |  | 
|                             | At December 31, 2003 | 
|                             | Amortized            |  | Net carrying |         |            |  |         | Gross unrealized |        | Gross unrealized | 
|(in euro millions)           | cost or cost         |  | value        |         | Fair value |  | gains   |                  | losses |                 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Fixed maturities             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Held to maturity             | 1,248                |  |              | 1,248   |            |  | 1,424   |                  |        | 177              |  |  | (1)   |  | 
|Available for sale           | 134,193              |  |              | 141,756 |            |  | 141,756 |                  |        | 8,069            |  |  | (506) |  | 
|Trading                      |                      |  |              | 17,561  |            |  | 17,561  |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  | 160,742 |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Equity investment (including |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|holdings in mutual funds and |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|investments in participating |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|interests)                   |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Available for sale           | 36,110               |  |              | 39,000  |            |  | 39,000  |                  |        | 3,128            |  |  | (228) |  | 
|Trading                      |                      |  |              | 28,558  |            |  | 28,558  |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  | 67,558  |                  |        |                  |  |  |       |  | 
|Total under US GAAP          |                      |  |              | 228,124 |            |  | 228,300 |                  |        | 11,374           |  |  | (736) |  | 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 



|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|---------------------------- | -------------------- |  | ------------ | ------- | ---------- |  | ------- | ---------------- | ------ | ---------------- |  |  | ----- |  | 
|                             | At December 31, 2002 | 
|                             | Amortized            |  | Net carrying |         |            |  |         | Gross unrealized |        | Gross unrealized | 
|(in euro millions)           | cost or cost         |  | value        |         | Fair value |  | gains   |                  | losses |                 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Fixed maturities             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Held to maturity             | 849                  |  |              | 848     |            |  | 998     |                  |        | 149              |  |  | 0     |  | 
|Available for sale           | 134,316              |  |              | 143,110 |            |  | 143,110 |                  |        | 9,236            |  |  | (440) |  | 
|Trading                      |                      |  |              | 17,516  |            |  | 17,516  |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  | 161,624 |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Equity investment (including |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|holdings in mutual funds)    |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 
|Available for sale           | 19,403               |  |              | 20,724  |            |  | 20,725  |                  |        | 1,638            |  |  | (314) |  | 
|Trading                      |                      |  |              | 34,451  |            |  | 34,451  |                  |        |                  |  |  |       |  | 
|                             |                      |  |              |         |            |  | 55,175  |                  |        |                  |  |  |       |  | 
|Total under US GAAP          |                      |  |              | 216,649 |            |  | 216,799 |                  |        | 11,023           |  |  | (754) |  | 
|                             |                      |  |              |         |            |  |         |                  |        |                  |  |  |       |  | 

/F-119



|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|---------------------- |  | --------------- |  | ------ |  | ----- |  | --------- |  | ------- | ---- | --------- | --- |  | 
|At December 31, 2003   |  | Analysis of URL | 
|                       |  | Amortized       |  | Market |  | Total |  | Less than |  |         |      | More than |    
|(in millions euros)    |  | cost/cost       |  | Value  |  | URL   |  | 20%       |  | 20%-50% |      | 50%       |    
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Below Investment Grade |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|<
      6 months       |  | 917             |  | 892    |  | (26)  |  | (18)      |  |         | (4)  |           | (4) |  | 
|6-12
      months      |  | 112             |  | 101    |  | (11)  |  | (11)      |  |         | 0    |           | (0) |  | 
|12-24
      months     |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|24-36
      months     |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|>
      36 months      |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total                  |  | 1,029           |  | 993    |  | (37)  |  | (29)      |  |         | (4)  |           | (4) |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Investment Grade       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|<
      6 months       |  | 13,465          |  | 13,103 |  | (362) |  | (361)     |  |         | (1)  |           | 0   |  | 
|6-12
      months      |  | 2,474           |  | 2,399  |  | (76)  |  | (73)      |  |         | (2)  |           | 0   |  | 
|12-24
      months     |  | 931             |  | 912    |  | (18)  |  | (18)      |  |         | 0    |           | (1) |  | 
|24-36
      months     |  | 63              |  | 61     |  | (2)   |  | (2)       |  |         | 0    |           | 0   |  | 
|>
      36 months      |  | 641             |  | 630    |  | (12)  |  | (9)       |  |         | (3)  |           | 0   |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total                  |  | 17,574          |  | 17,105 |  | (469) |  | (463)     |  |         | (6)  |           | (1) |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total Fixed maturities |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|<
      6 months       |  | 14,382          |  | 13,995 |  | (388) |  | (380)     |  |         | (5)  |           | (4) |  | 
|6-12
      months      |  | 2,587           |  | 2,500  |  | (87)  |  | (84)      |  |         | (2)  |           | (0) |  | 
|12-24
      months     |  | 931             |  | 912    |  | (18)  |  | (18)      |  |         | 0    |           | (1) |  | 
|24-36
      months     |  | 63              |  | 61     |  | (2)   |  | (2)       |  |         | 0    |           | 0   |  | 
|>
      36 months      |  | 641             |  | 630    |  | (12)  |  | (9)       |  |         | (3)  |           | 0   |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total                  |  | 18,603          |  | 18,097 |  | (506) |  | (493)     |  |         | (9)  |           | (5) |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total equities         |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|<
      6 months       |  | 1,976           |  | 1,748  |  | (228) |  | (226)     |  |         | (1)  |           | (1) |  | 
|6-12
      months      |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|12-24
      months     |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|24-36
      months     |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|>
      36 months      |  | 0               |  | 0      |  | 0     |  | 0         |  |         | 0    |           | 0   |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|Total                  |  | 1,976           |  | 1,748  |  | (228) |  | (226)     |  |         | (1)  |           | (1) |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 
|TOTAL                  |  | 20,579          |  | 19,845 |  | (735) |  | (718)     |  |         | (11) |           | (5) |  | 
|                       |  |                 |  |        |  |       |  |           |  |         |      |           |     |  | 

/F-120



|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|---------------------- |  | --------- |  | ------ | ------ | ----- | --------------- | --------- | ----- | ------- |  | --------- |  | ---- |  | 
|At December 31, 2002   |  |           |  |        |        |       | Analysis of URL |           |       |         |  |           |  |     
|                       |  | Amortized |  | Market |        | Total |                 | Less than |       |         |  | More than | 
|(in millions euros)    |  | cost/cost |  | Value  |        | URL   |                 | 20%       |       | 20%-50% |  | 50%       | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Below Investment Grade |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|< 6 months             |  | 760       |  |        | 705    |       | (55)            |           | (32)  |         |  | (21)      |  | (2)  |  | 
|6-12 months            |  | 431       |  |        | 366    |       | (65)            |           | (20)  |         |  | (39)      |  | (6)  |  | 
|12-24 months           |  | 55        |  |        | 35     |       | (21)            |           | 0     |         |  | (16)      |  | (4)  |  | 
|24-36 months           |  | 54        |  |        | 44     |       | (10)            |           | (5)   |         |  | (5)       |  | 0    |  | 
|> 36 months            |  | 239       |  |        | 199    |       | (40)            |           | (17)  |         |  | (17)      |  | (6)  |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total                  |  | 1,538     |  |        | 1,350  |       | (188)           |           | (73)  |         |  | (97)      |  | (19) |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Investment Grade       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|< 6 months             |  | 4,384     |  |        | 4,293  |       | (91)            |           | (87)  |         |  | (4)       |  | 0    |  | 
|6-12 months            |  | 1,641     |  |        | 1,598  |       | (43)            |           | (38)  |         |  | (4)       |  | 0    |  | 
|12-24 months           |  | 1,090     |  |        | 1,036  |       | (54)            |           | (32)  |         |  | (22)      |  | 0    |  | 
|24-36 months           |  | 477       |  |        | 457    |       | (20)            |           | (20)  |         |  | 0         |  | 0    |  | 
|> 36 months            |  | 515       |  |        | 469    |       | (46)            |           | (30)  |         |  | (13)      |  | (4)  |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total                  |  | 8,107     |  |        | 7,853  |       | (254)           |           | (207) |         |  | (43)      |  | (4)  |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total Fixed maturities |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|< 6 months             |  | 5,144     |  |        | 4,998  |       | (146)           |           | (119) |         |  | (25)      |  | (2)  |  | 
|6-12 months            |  | 2,072     |  |        | 1,964  |       | (108)           |           | (56)  |         |  | (43)      |  | (6)  |  | 
|12-24 months           |  | 1,143     |  |        | 1,069  |       | (74)            |           | (32)  |         |  | (38)      |  | (4)  |  | 
|24-36 months           |  | 530       |  |        | 501    |       | (29)            |           | (24)  |         |  | (5)       |  | 0    |  | 
|> 36 months            |  | 753       |  |        | 668    |       | (85)            |           | (46)  |         |  | (30)      |  | (9)  |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total                  |  | 9,642     |  |        | 9,201  |       | (441)           |           | (277) |         |  | (141)     |  | (21) |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total equities         |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|< 6 months             |  | 3,374     |  |        | 3,061  |       | (313)           |           | (313) |         |  | 0         |  | 0    |  | 
|6-12 months            |  | 491       |  |        | 489    |       | (2)             |           | (2)   |         |  | 0         |  | 0    |  | 
|12-24 months           |  | 9         |  |        | 9      |       | 0               |           | 0     |         |  | 0         |  | 0    |  | 
|24-36 months           |  | 0         |  |        | 0      |       | 0               |           | 0     |         |  | 0         |  | 0    |  | 
|> 36 months            |  | 0         |  |        | 0      |       | 0               |           | 0     |         |  | 0         |  | 0    |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|Total                  |  | 3,874     |  |        | 3,559  |       | (315)           |           | (315) |         |  | 0         |  | 0    |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 
|TOTAL                  |  | 13,516    |  |        | 12,760 |       | (756)           |           | (592) |         |  | (141)     |  | (21) |  | 
|                       |  |           |  |        |        |       |                 |           |       |         |  |           |  |      |  | 

/F-121



(k)
  SEGMENT INFORMATION

Under
  U.S. GAAP, as defined by FASB Statement 131, Segment Information
  (FAS 131), when there is a change in the composition of the reportable
  segments, the corresponding information for earlier periods is restated, which
  is not the case under French GAAP. As of January 1, 2003, the health activities
  in the United Kingdom were transferred from the Life & Savings segment to
  the Property & Casualty segment. Certain other transfers affecting the International
  Insurance segment were also made. Accordingly, under FAS 131, the Company has
  restated the segment information previously reported for 2002 and 2001. The
  restated corresponding French GAAP segment information can be found on pages
  85-86, 93-94 and 101 to 105.

(l)
  NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

FRENCH
  GAAP

Please
  refer to note 2 of item 18 Significant Accounting Policies.

U.S.
  GAAP

In
  December 2003, the FASB issued a revision to SFAS No. 132Employers
  Disclosures about Pension Plans andOther
  Post Retirement Benefits (FAS 132-R).FAS
  132-R requires additional quantitative and qualitative disclosures concerning
  pension plan and other post retirement benefit plan assets, obligations, cash
  flows, and net periodic benefit costs. Certain of the new disclosures are effective
  immediately for French plans and are included in Note 17 and Note 34 (f). According
  to the disclosure requirements of FAS 132-R, the disclosure of AXAs expected
  future benefit payments (all defined benefit plans) and certain information
  on plan assets relating to foreign plans will be provided in AXAs consolidated
  financial statements for the year ending December 31, 2004.

In
  July 2003, the American Institute of Certified Public Accountants (AICPA)
  issued Statement of Position 03-01, Accounting
  and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
  Contracts and for Separate
  Accounts (SOP 03-01).SOP
  03-1 provides guidance relating to (a) accounting and reporting of separate
  accounts; (b) general account interests in separate accounts; (c) assets and
  liabilities associated with market value-adjusted annuities; and (d) liabilities
  related to certain mortality and annuitization benefits. The determination of
  liabilities associated with Group pension participating contracts and mortality
  and annuitization benefits, as well as related impacts on deferred acquisition
  costs will be based on models that involve numerous estimates and subjective
  judgments. SOP 03-1 is effective for AXA in 2004 and the implementation thereof
  is currently in progress and could give rise to some significant changes in
  presentation of AXAs balance sheet and income statement. Separate accounts
  not meeting the criteria as set out in SOP 03-1 will be reclassified to several
  invested asset captions and to future policy benefits under U.S. GAAP, which
  will primarily effect AXAs separate account (unit linked business) outside
  of the U.S. In addition, there could be changes to the determination of the
  value of future policy benefits and DAC under U.S. GAAP. The effect of initially
  adopting SOP 03-1 will be reported as a cumulative effect of a change in accounting
  principle in the 2004 U.S. GAAP operating results.

In
  December 2003, the AICPA issued Statement of Position 03-03Accounting
  for Certain Loans or Debt Securities Acquired in a Transfer (SOP
  03-3).SOP
  03-3 provides guidance on the accounting for differences between contractual
  and expected cash flows from the purchasers initial investment in loans
  or debt securities acquired in a transfer, if those differences are attributable,
  at least in part, to credit quality. Among other things, SOP 03-3 limits the
  recognition of the excess of contractual cash flows over expected cash flows
  as an adjustment of yield, loss accrual or valuation allowance at the time of
  purchase. SOP 03-3 requires subsequent increases in expected cash flows to be
  recognized prospectively through a adjustment of yield and requires subsequent
  decreases in expected cash flows

/F-122



to
  be recognized as an impairment. In addition, SOP 03-3 prohibits the creation
  or carrying over of a valuation allowance in the initial accounting of all loans
  within its scope that are acquired in a transfer. SOP 03-3 becomes effective
  for loans or debt securities acquired by AXA in 2005.

On
  December 8, 2003, the Medicare Prescription Drug, Improvement, and Modernization
  Act of 2003 (the 2003 Medicare Act) was signed into law in the United
  States of America. With respect to the U.S. in respect of postre-tirement benefits
  plans, it introduces a prescription drug benefit under Medicare Part D as well
  as a Federal subsidy to employers whose plans provide an actuarially equivalent
  prescription drug benefit. Detailed regulations necessary to implement and administer
  the 2003 Medicare Act have not yet been issued. In January 2004, the FASB issued
  Staff Position FAS 106-1,Accounting
  and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
  and Modernization Act of 2003 (FSP FAS 106-1).FSP
  FAS 106-1 provides guidance related to the accounting for the subsidy for sponsors
  of single-employer defined benefit postretirement health care plans for which
  (a) the employer has concluded that prescription drug benefits available under
  the plan are actuarially equivalent and thus qualify for the subsidy
  under the 2003 Medicare Act, and (b) the expected subsidy will offset or reduce
  the employers share of the costs of postretirement prescription drug coverage
  provided by the plan. FSP FAS 106-1 is effective for AXA for the first annual
  period beginning after June 15, 2004. AXA is currently assessing whether the
  benefits provided by its U.S. postretirement benefit plans are actuarially
  equivalent to Medicare Part D under the 2003 Medicare Act. Accordingly,
  the measures of the accumulated postretirement benefit obligation and the net
  periodic postretirement benefit cost do not reflect any amount associated with
  the subsidy.

In
  December 2003, the FASB issued FIN 46-R relating to Consolidation of Variable
  Interest entities. See Note 34 (h),Additional
  U.S. GAAP Disclosuresfor
  a discussion of FIN 46-R and the impact to AXA in 2003 and potential impact
  in future periods.

IFRS

In
  accordance with European Parliament Regulation (EC) 1606/2002, companies governed
  by the national law of an EU member state and whose shares are traded on a regulated
  market are to prepare their consolidated financial statements according to international
  accounting standards as of the financial year starting on or after January 1,
  2005. International Accounting Standards (IAS) may also be referred to as International
  Financial Reporting Standards (IFRS).

In
  view of this, in 2002, the Group devised a program to convert its French GAAP
  consolidated financial statements to these new international accounting standards.
  The program continued in 2003, and the Group strengthened its central project
  team, as well as setting up project teams within its main entities and holding
  steering committee meetings bringing together all CFOs of Group subsidiaries.
  Training seminars dealing with these new accounting standards were organized.
  A list of differences between these standards and French GAAP has been drawn
  up, concerning subjects non-specific to the Groups activities, such as
  goodwill (which will simply undergo impairment tests instead of being amortized),
  stock options (which will automatically give rise to a charge), treasury shares
  (which must all be eliminated regardless of use), and the scope of consolidation
  (which will probably be larger under the new standards).

The
  Group also analyzed the implications of the new standards specific to its operating
  activities. The Group carried out a number of simulations designed to help it
  make decisions and to illustrate the options offered by these new standards
  with respect to current methods. However, some standards that are very important
  for the Group have only recently been issued in final form including IAS 32
  and 39, IFRS 2 Share-Based Payments, IFRS 3 Business Combinations, IFRS 4 Contracts
  and macro hedging under IAS 39. In addition the IASB is currently reconsidering
  the Fair Value option under IAS 39. Consequently, the Group has not yet completed
  its analysis. The Group must continue its analysis in order to determine all
  operational and financial consequences and to take the appropriate action.

/F-123



This
  program will continue in 2004 with a first draft of the Groups opening
  balance sheet, which may undergo substantial change due to the aforementioned
  uncertainties. The Group will also develop its Information Technology systems,
  in order to ensure that new financial data not already produced through existing
  reporting procedures will be produced in future.

35.
  Events Subsequent to December 31, 2003

On
  September 17, 2003, AXA announced that the Board of Directors of its US subsidiaryAXA
  Financial Inc.had
  reached an agreement with the Board of Directors ofMONY,a
  life insurance company based in New York. The agreement approved a merger of
  the two companies, with AXA Financial acquiring 100% of MONY for $1.5 billion
  in cash. As per the agreement, Monys shareholders will receive $31 per
  share held upon consummation of the merger. This deal forms part of the Groups
  global strategy, and will enable AXA Financial to add considerably to its distribution
  network, to expand its product range, to increase assets under management and
  to gain highly qualified staff and excellent customer relations. The transaction
  was approved by MONYs shareholders on May 18, 2004, and is subject to
  receipt of regularoty approvals from the local insurance and banking authorities.

On
  January 2, 2004, AXA completed the divestment of its Dutch insurance brokerage
  business,Unirobe,through
  a management buy-out. The price was126
  million, resulting in an estimated capital gain of105
  million.

On
  January 23, 2004, AXA reached an agreement with BBVA, under which the AXA Group
  will acquire BBVAs 50% stake in Hilo Direct Seguros y Reaseguros S.A.
  (Direct Seguros). After this transaction, AXA will own 100% of Direct
  Seguros. The purchase price will be49
  million. The acquisition remains subject to the approval of Spains insurance
  industry and competition authorities.

In
  January and February 2004, AXA issued $375 million of private placement debt
  securities under its5.0
  billion Medium Term Note program.

In
  connection with Alliance Capitals acquisition of the business of Sanford
  Bernstein in 2002, there is a liquidity agreement to the former shareholders
  of Sanford Bernstein such that they can put to AXA Financial in any one period
  up to 20% of the original Alliance Capital units issued to such shareholders.
  On March 5, 2004, the former shareholders of Sanford C. Bernstein exercised
  their rights to sell 8.16 million Alliance Units. As a consequence, the ownership
  interest of AXA Financial in Alliance Capital at this date increased to 57.3%
  of Alliance Capital and approximately 1.8% of Alliance Holdings (the immediate
  parent of Alliance Capital).

AXA
  Germany sold on April 20, 2004 its building society AXA Bausparkasse to BHW
  - a German competitor, specialized in savings plans for financing the purchase
  of real estate. This sale was subject to the approval by the German anti-trust
  authorities which was obtained in June 2004. In addition, a distribution agreement
  has been concluded with BHW. This sale is expected to generate a small loss
  (net Group share) on a AXAs consolidated accounts for the year ended December
  31, 2004.

2003
  DIVIDEND

At
  the general meeting of shareholders of AXA held on April 21, 2004, the shareholders
  approved the dividend in respect of 2003 of0.38
  per ordinary share, or676
  million, based on the number of shares outstanding at December 31, 2003. The
  approved dividend will be paid in 2004.

/F-124



Schedule
  II

AXA
  (PARENT COMPANY)

CONDENSED
  BALANCE SHEETS

|                                                                      |                 |  |        |  | 
|--------------------------------------------------------------------- | --------------- |  | ------ |  | 
|                                                                      | At December 31, | 
|(in euro millions)                                                    | 2003            |  | 2002   |  | 
|                                                                      |                 |  |        |  | 
|Assets                                                                |                 |  |        |  | 
|Investment in subsidiaries                                            | 35,932          |  | 35,883 |  | 
|Real estate                                                           | 4               |  | 4      |  | 
|Other invested assets                                                 | 3,283           |  | 2,302  |  | 
|                                                                      |                 |  |        |  | 
|Total investments                                                     | 39,219          |  | 38,189 |  | 
|Cash and equivalents                                                  | 1,851           |  | 195    |  | 
|Other assets                                                          | 586             |  | 566    |  | 
|                                                                      |                 |  |        |  | 
|Total assets                                                          | 41,656          |  | 38,950 |  | 
|Liabilities                                                           |                 |  |        |  | 
|Short-term and long-term debt and borrowings                          | 4,225           |  | 2,867  |  | 
|Other liabilities                                                     | 1,690           |  | 1,429  |  | 
|                                                                      |                 |  |        |  | 
|Total liabilities                                                     | 5,915           |  | 4,296  |  | 
|Subordinated debt                                                     | 8,223           |  | 7,515  |  | 
|Shareholders equity                                                  |                 |  |        |  | 
|Ordinary shares, 2.29 nominal value per ordinary
      share:        | 4,072           |  | 4,035  |  | 
|1,895 million shares
      authorized and 1,778 million shares issued |                 |  |        |  | 
|at December 31,
      2003 and 1,870 million shares authorized and    |                 |  |        |  | 
|1,762 million shares
      issued at December 31, 2002                |                 |  |        |  | 
|Capital in excess of nominal value                                    | 13,984          |  | 13,824 |  | 
|Retained earnings and reserves                                        | 9,462           |  | 9,279  |  | 
|                                                                      |                 |  |        |  | 
|Total shareholders equity                                            | 27,518          |  | 27,138 |  | 
|                                                                      |                 |  |        |  | 
|Total liabilities, subordinated debt and shareholders
      equity   | 41,656          |  | 38,950 |  | 
|                                                                      |                 |  |        |  | 

See notes to parent
  company condensed financial statements.

/S-1



Schedule
  II

AXA
  (PARENT COMPANY)

CONDENSED
  STATEMENTS OF INCOME

|                                     |                          |  |       |  |       | 
|------------------------------------ | ------------------------ |  | ----- |  | ----- | 
|                                     | Years ended December 31,
|(in euro millions)                   | 2003                     |  | 2002  |  | 2001  | 
|                                     |                          |  |       |  |       | 
|Dividends received from subsidiaries | 1,109                    |  | 1,481 |  | 1,882 | 
|Net investment results               | (75)                     |  | (129) |  | (332) | 
|                                     |                          |  |       |  |       | 
|Total revenues                       | 1,034                    |  | 1,352 |  | 1,550 | 
|Operating expenses                   | (139)                    |  | (152) |  | (183) | 
|                                     |                          |  |       |  |       | 
|Income before income taxes           | 895                      |  | 1,200 |  | 1,367 | 
|Income tax (expense) benefit         | (32)                     |  | (134) |  | 253   | 
|                                     |                          |  |       |  |       | 
|Net Income                           | 863                      |  | 1,066 |  | 1,620 | 
|                                     |                          |  |       |  |       | 

See notes to parent
  company condensed financial statements.

/S-2



Schedule
  II

AXA
  (PARENT COMPANY)

CONDENSED
  STATEMENTS OF CASH FLOWS

|                                                      |                          |  |         |  |         | 
|----------------------------------------------------- | ------------------------ |  | ------- |  | ------- | 
|                                                      | Years ended December 31,
|(in euro millions)                                    | 2003                     |  | 2002    |  | 2001    | 
|                                                      |                          |  |         |  |         | 
|Net income                                            | 863                      |  | 1,066   |  | 1,620   | 
|Adjustments to reconcile net income to net
      cash |                          |  |         |  |         | 
|provided by operating activities:                     |                          |  |         |  |         | 
|Net realized investment (gains) losses                | 7                        |  | (49)    |  | (127)   | 
|Change in income taxes                                | (194)                    |  | (50)    |  | (251)   | 
|Changes in other assets and liabilities               | 35                       |  | 270     |  | 20      | 
|                                                      |                          |  |         |  |         | 
|Net cash provided by operating activities             | 711                      |  | 1,237   |  | 1,262   | 
|                                                      |                          |  |         |  |         | 
|Cash flows from investing activities:                 |                          |  |         |  |         | 
|Maturities and sales of investments                   | 2,132                    |  | 1,703   |  | 2,826   | 
|Purchases of investments                              | (142)                    |  | (96)    |  | (39)    | 
|Investments in subsidiaries                           | (3,025)                  |  | (1,389) |  | (5,813) | 
|                                                      |                          |  |         |  |         | 
|Net cash used in Investing activities                 | (1,035)                  |  | 218     |  | (3,026) | 
|                                                      |                          |  |         |  |         | 
|Cash flows from financing activities:                 |                          |  |         |  |         | 
|Additions to debt                                     | 2,856                    |  | 571     |  | 2,805   | 
|Repayments of debt                                    | (473)                    |  | (1,165) |  | (4,334) | 
|Issuance of ordinary shares                           | 196                      |  | 262     |  | 353     | 
|Dividends                                             | (599)                    |  | (971)   |  | (927)   | 
|                                                      |                          |  |         |  |         | 
|Net cash provided by financing activities             | 1,980                    |  | (1,303) |  | (2,103) | 
|                                                      |                          |  |         |  |         | 
|Change in cash and equivalents                        | 1,656                    |  | 152     |  | (3,867) | 
|Cash and equivalents, beginning of year               | 195                      |  | 43      |  | 3,910   | 
|Cash and equivalents, end of year(a)                  | 1,851                    |  | 195     |  | 43      | 
|                                                      |                          |  |         |  |         | 

|(a) | Non-cash transactions in 2001 included: (i) conversion
      of the 4.5% mandatorily convertible bonds into ordinary shares at maturity
      in January 2001 of320 million, (ii) the merger of Lor
      Finance and Financiére 45 (existing wholly-owned subsidiaries) with
      and into AXA (the company) of2,198 million, and (iii)
      ordinary shares exchanged in connection with AXAs buyout of minority
      interests in AXA Financial following the completion of the squeeze out merger
      of AXA Merger Corp. (a wholly-owned subsidiary of AXA created to effectuate
      the transaction) with and into AXA Financial on January 2, 2001 of737
      million.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | There were no significant non-cash transactions in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

See notes to parent
  company condensed financial statements.



/S-3



Schedule
  II

AXA
  (PARENT COMPANY)

Notes
  to Parent Company Condensed Financial Statements

1.
  Financial Statement Policies and Changes in Presentation

These
  parent company condensed financial statements of AXA (the Company), a Frenchsociété
  anonyme à Directoire et Conseil de Surveillanceshould
  be read in conjunction with AXAs consolidated financial statements and
  the notes thereto prepared in accordance with French GAAP and reconciled to
  U.S. GAAP, which are included elsewhere in this annual report.

In
  France, parent company financial statements are prepared using a French statutory
  basis of accounting, which uses the cost method of accounting for investments.

2.
  Long-term Debt and Other Obligations

At
  December 31, 2003 and 2002, long-term debt and borrowings amounted to3,925
  million and2,648
  million, respectively. At December 31, 2003 aggregate maturities of long-term
  debt and borrowings based on required payments at maturity for 2004, the following
  four years and thereafter are2,211
  million in 2004,341
  million in 2005,  70
  million in 2006, nil in 2007,253
  million in 2008,1,050
  million in 2009 and thereafter.

Information
  relating to the subordinated debt (including terms of redemption by the issuer
  and share conversion) is provided in note 14 to AXAs consolidated financial
  statements.

3.
  Material Differences between French GAAP and U.S. GAAP

The
  parent company condensed financial statements for the Company are prepared in
  accordance with generally accepted accounting principles in France. These accounting
  principles differ in certain material respects from accounting principles generally
  accepted in the United States of America.

The
  principle difference between French statutory GAAP and French GAAP (on a consolidated
  basis) as well as U.S GAAP (at the parent company level) relates to the accounting
  for equity investments in which the Company has significant influence. Under
  the French statutory basis of accounting, the cost method of accounting is used,
  whereas, under French GAAP (on a consolidated basis) and U.S. GAAP (parent company
  level), the equity method of accounting is used. Other differences between French
  GAAP and U.S. GAAP are described in Notes 33 and 34 to AXA s consolidated
  financial statements included elsewhere in this annual report.

4.
  Guarantees

The
  guarantees given by AXA, the Company, were 5.799 million as at December 31,
  2003 and consisted mainly of guarantees given to entities from the Group ( 4.278
  million), and redemption premium on subordinated convertible bonds for1.133
  million.

The
  guarantees received by AXA, the Company, as at December 31, 2003 amounted to5.429
  million. It concerns chiefly credit lines from banks.

Guarantees
  are described in Note 26 Off-balance sheet commitments and Note 29 Related party
  transaction of Item 18.

/S-4



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          |  |         |  |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ |  | ------- |  | ------- | 
|Net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Years ended December 31, | 
|(in euro millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2003                     |  | 2002    |  | 2001    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          |  |         |  |         | 
|Net income in accordance with French
      GAAP (statutory basis)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 863                      |  | 1,066   |  | 1,620   | 
|Dividends from subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (1,090)                  |  | (1,458) |  | (1,843) | 
|Contribution of consolidated subsidiaries
      under equity method                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 1,230                    |  | 1,111   |  | 738     | 
|Other adjustments (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2                        |  | 230     |  | 5       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          |  |         |  |         | 
|Total adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 142                      |  | (117)   |  | (1,100) | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          |  |         |  |         | 
|Net income in accordance with French
      GAAP (consolidated basis)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1,005                    |  | 949     |  | 520     | 
|U.S. GAAP adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2,668                    |  | (3,536) |  | (164)   | 
|Net income in accordance with US GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 3,673                    |  | (2,588) |  | 356     | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          |  |         |  |         | 
|a) Other adjustments in 2002 primarily
      relate to exceptional items, including:
      the
          realized capital gain on the sale of AXA Australia Health activities
          (National Mutual Health Insurance of87
          million Group Share),
        an
          exceptional profit of148
          million in Alliance Capital due to the partial release (277
          million) of the provision set up in 2000 to offset the dilution gain
          recorded when acquiring Sanford C. Bernstein, Inc. This release was
          due to the buy-back of 8.16 million private units in Alliance Capital
          to the former shareholders of Sanford Bernstein, after these shareholders
          exercised their liquidity put options. This operation generated an additional
          goodwill of U.S.$122 million that was entirely amortized during the
          year (129
          million). |                         



|                                                                               |                 |  |         | 
|------------------------------------------------------------------------------ | --------------- |  | ------- | 
|Shareholders equity:                                                          | At December 31, | 
|(in euro millions)                                                             | 2003            |  | 2002    | 
|                                                                               |                 |  |         | 
|Shareholders equity in accordance
      with French GAAP (statutory basis)    | 27,518          |  | 27,139  | 
|Equity method adjustments                                                      | 141             |  | 1,012   | 
|Goodwill charged directly
      to shareholders equity                        | (4,258)         |  | (4,439) | 
|Shareholders equity in accordance
      with French GAAP (consolidated basis) | 23,401          |  | 23,712  | 
|U.S. GAAP adjustments                                                          | 1,517           |  | 146     | 
|Shareholders equity in accordance
      with U.S. GAAP                        | 24,918          |  | 23,858  | 
|                                                                               |                 |  |         | 



/S-5



Item
  19

The
  following is a list of the exhibits filed with this annual report or incorporated
  herein by reference:

|1.    | By-laws of the Company (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.    | Amended and Restated Deposit Agreement, dated as of April
      27, 2001, among AXA, The Bank of New York and all owners from time to time
      of American Depositary Receipts issued thereunder, filed as Exhibit 3A to
      the Registration Statement on Form F-6 filed on April 18, 2001 (commission
      file 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 the Company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 October 17, 2000, between
      AXA, AXA Merger Corp. and AXA Financial, filed as exhibit 2.1 to the Companys
      Registration Statement on Form F-4 filed on November 21, 2000 (registration
      no.      333-50438) and incorporated herein by
      reference. b) Employment Agreement, dated May 11, 2001, between Christopher
      M. Condron, and AXA Financial, Inc., filed as exhibit 10.16 to the Companys
      Quarterly Report on Form 10-Q for the period ended June 30, 2001, filed
      on August 13, 2001 and incorporated herein by reference.
|8.    | List of the Companys consolidated subsidiaries at December
      31, 2003 is provided in note 3 to the consolidated financial statements
      included as Item 18 in this annual report.                                                                                                                                                                                                                                                                                                                                                                                                               
|12.1. | Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) under the U.S.
      Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.2. | Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) under the U.S.
      Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.   | Certifications pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.   | (a) Consent of Independent Accountants (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

/E-1



Signatures

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



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



Date: June 21,
  2004

/SS-1





INDEX
  TO EXHIBITS

|1.    | By-laws of the Company (filed herewith).                                                                                                                                                                                                                                                                                                                                  
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.    | Amended and Restated Deposit Agreement, dated as of April
      27, 2001, among AXA, The Bank of New York and all owners from time to time
      of American Depositary Receipts issued thereunder, filed as Exhibit 3A to
      the Registration Statement on Form F-6 filed on April 18, 2001 (commission
      file 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 the Companys Registration Statement
      on Form F-4 filed on November 21, 2000 (registration no. 333-50438) and
      incorporated herein by reference.                                                                                                                
|4.    | Employment Agreement, dated May 11, 2001, between Christoper
      M. Condron, and AXA Financial, Inc., filed as exhibit 10.16 to the Companys
      Quarterly Report on Form 10-Q for the period ended June 30, 2001, filed
      on August 13, 2001 and incorporated herein by reference.                                                                              
|8.    | List of the Companys consolidated subsidiaries at December
      31, 2003 is provided in note 3 to the consolidated financial statements
      included as Item 18 in this annual report.                                                                                                                                                                                
|12.1. | Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) under the U.S.
      Securities Exchange Act of 1934.                                                                                                                                                                                                                                       
|12.2. | Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) under the U.S.
      Securities Exchange Act of 1934.                                                                                                                                                                                                                                       
|13.   | Certifications pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                        
|14.   | (a) Consent of Independent Accountants (filed herewith).                                                                                                                                                                                                                                                                                                                  



/SS-2



EXHIBIT
  12.1

CERTIFICATION
  PURSUANT TO SECTION 302
  OF THE SARBANES OXLEY ACT OF 2002

I, Henri de
  Castries, Chief Executive Officer of AXA, certify that:

|1. | I
      have reviewed this Annual Report on Form 20-F of AXA (the Registrant);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a
      material fact necessary in order to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the periods covered by this report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Registrant as of,and
      for, the periods presented in this report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | The Registrants
        other certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
        and 15d-15(e)) for the Registrant and we have:
      designed
          such disclosure controls and procedures, or caused such disclosure controls
          and procedures to bedesigned under our supervision, to ensure that material
          information relating to the Registrant, including its consolidatedsubsidiaries,
          is made known to us by others within those entities, particularly during
          the period in whichthis report is being prepared;
        evaluated
          the effectiveness of the Registrants disclosure controls and procedures
          and presented in this reportour conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the periodcovered
          by this report, based on such evaluation; and
        disclosed
          in this report any change in the Registrants internal control
          over financial reporting that occurred duringthe period covered by this
          annual report that has materially affected, or is reasonably likely
          to materially affect, the Registrants internal control over financial
          reporting; and
|5. | The Registrants
        other certifying officers and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to the Registrants
        auditors and to the audit committee of the Registrants board of
        directors (or persons performing the equivalent functions):
      all
          significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely
          to adversely affect the Registrants ability to record, process,
          summarize and report financial information ; and
        any
          fraud, whether or not material, that involves management or other employees
          who have a significant role in the Registrants internal control
          over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | /s/Henri
      de CastriesChief Executive Officer
      June 22, 2004
| | ---------------------------------------------------------------------



/SS-3







EXHIBIT
  12.2

CERTIFICATION
  PURSUANT TO SECTION
  302 OF THE SARBANES OXLEY ACT OF 2002

I, Denis Duverne,
  Chief Financial Officer and a Member of the Management Board of AXA, certify
  that:

|1. | I
      have reviewed this Annual Report on Form 20-F of AXA (the Registrant);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a
      material fact necessary in order to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the periods covered by this report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Registrant as of,and
      for, the periods presented in this report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | The Registrants
        other certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
        and 15d-15(e)) for the Registrant and we have:
      designed
          such disclosure controls and procedures, or caused such disclosure controls
          and procedures to bedesigned under our supervision, to ensure that material
          information relating to the Registrant, including its consolidatedsubsidiaries,
          is made known to us by others within those entities, particularly during
          the period in whichthis report is being prepared;
        evaluated
          the effectiveness of the Registrants disclosure controls and procedures
          and presented in this reportour conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the periodcovered
          by this report, based on such evaluation; and
        disclosed
          in this report any change in the Registrants internal control
          over financial reporting that occurred duringthe period covered by this
          annual report that has materially affected, or is reasonably likely
          to materially affect, the Registrants internal control over financial
          reporting; and
|5. | The Registrants
        other certifying officers and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to the Registrants
        auditors and to the audit committee of the Registrants board of
        directors (or persons performing the equivalent functions):
      all
          significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely
          to adversely affect the Registrants ability to record, process,
          summarize and report financial information ; and
        any
          fraud, whether or not material, that involves management or other employees
          who have a significant role in the Registrants internal control
          over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | /s/Denis
      DuverneChief Financial Officer Member of the Management Board
      June 22, 2004
| | ------------------------------------------------------------------------------------------------



/SS-4