UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

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

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

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

Commission File Number: 1-14410

AXA

(Exact name of Registrant as specifed in its charter)

N / A

(Translation of Registrants name into English)

The Republic of France(Jurisdiction of incorporation or organization)

25, avenue Matignon - 75008 Paris - France

(Address
  of principal executive offices)

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

email:denis.duverne@axa.com

25, avenue Matignon - 75008 Paris - France

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

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

Ordinary shares                                        New York Stock Exchange

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

each representing one Ordinary Share                        New York Stock Exchange

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

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

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

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

Receipts), each representing one Ordinary Share.



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

Yes [X]No [  ]



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

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

Yes [  ]                    No [X]

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

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

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

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

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



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

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

Other

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

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

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

Yes  [  ]                 No [X]

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Table of contents:

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

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Presentation of Information

This Annual Report on Form 20-F has been filed with the United States Securities and Exchange Commission (referredto hereafter as the US SEC or SEC).

In this Annual Report on Form 20-F, unless provided otherwise, the Company, AXA or AXA SA refers to AXA, aSociété Anonymeorganized under the laws of France, which is the publicly traded parent company of the AXA Group,and AXA Group, the Group or we refers to the Company together with its direct and indirect consolidatedsubsidiaries. The Companys ordinary shares are referred to in this Annual Report on Form 20-F as shares, ordinaryshares, or AXA ordinary shares. The principal trading market for the Companys ordinary shares is the Compartment Aof Euronext Paris, which we refer to in this Annual Report on Form 20-F as Euronext Paris. The Companys AmericanDepositary Shares and American Depositary Receipts are referred to in this Annual Report on Form 20-F as ADSsand ADRs, respectively. The ADSs and ADRs are listed on the New York Stock Exchange (referred to in this AnnualReport on Form 20-F as NYSE). Each ADR evidences one ADS which, in turn, represents one AXA ordinary share.

This Annual Report on Form 20-F incorporates by reference specific portions of AXAs home country 2008 AnnualReport to Shareholders (the AXA Group 2008 Annual Report) which was furnished to the SEC on a Form 6K onMarch 27, 2009. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with suchportions of the AXA Group 2008 Annual Report incorporated by reference herein. Those portions of the AXA Group2008 Annual Report incorporated by reference in this Form 20-F are included herein as Exhibit 15(b). The AXA Group2008 Annual Report has been furnished to the SEC for information purposes only and the AXA Group 2008 AnnualReport is not filed with the SEC except for such specific portions as are expressly incorporated by reference in thisAnnual Report on Form 20-F.

Item 18 of this Annual Report on Form 20-F incorporates by reference AXAs consolidated financial statements forthe years ended December 31, 2008, 2007 and 2006 from the AXA Group 2008 Annual Report (Part V ConsolidatedFinancial Statements). These financial statements have been prepared in accordance with International FinancialReporting Standards (referred to in this Annual Report on Form 20-F as IFRS) and interpretations from the InternationalFinancial Reporting Interpretations Committee (referred to in this Annual Report on Form 20-F as IFRIC) that weredefinitive and effective as at December 31, 2008, as adopted by the European Union before the balance sheet date.However, the Group does not use the carve out option to avoid applying all the hedge accounting principles requiredby IAS 39. As a consequence, AXAs consolidated financial statements also comply with IFRS as issued by theInternational Accounting Standards Board (IASB).

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

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Exchange Rate Information

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

Special Note RegardingForward-Looking Statements

This Annual Report on Form 20-F and other publicly available documents concerning AXA may include, and AXAsofficers and representatives may from time to time make, statements which may constitute forward-lookingstatements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are nothistorical facts but instead represent AXAs belief regarding future events, many of which, by their nature, are inherentlyuncertain 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, newbusiness value, combined ratio, reserves and similar matters. All statements other than statements of historical factsare, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of futureexpectations that are based on managements current views and assumptions and involve known and unknown risksand uncertainties that could cause actual results, performance or events to differ materially from those expressedor implied in such statements, including those risks and uncertainties discussed elsewhere in this Annual Report onForm 20-F and in AXAs other public filings, press releases, oral presentations and discussions. Forward-lookingstatements include, among other things, discussions concerning the potential exposure of AXA to market risks, as wellas statements expressing managements expectations, beliefs, estimates, forecasts, projections and assumptions,including statements with respect to AXAs Ambition 2012 project and the objectives, financial and other, associatedwith that project. Forward-looking statements in this Annual Report on Form 20-F are identified by the use of thefollowing words and other similar expressions, among others:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Part I

Item 1. Identity of Directors,Senior Management andAdvisers

Not applicable

Item 2. Offer Statistics andExpected Timetable

Not applicable

Item 3. Key Information

ASELECTED

CONSOLIDATED FINANCIAL DATA

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,Part II, Section 2.1 pages 4 to 8 (Selected Consolidated Financial Data, Exchange rate information, Informationon Euro Noon Buying Rates, and Dividends), and Part V, Note 26 to the Consolidated Financial Statements page401.

BCAPITALIZATIONAND INDEBTEDNESS

Not applicable

CREASONS

FOR THE OFFER AND USE OF PROCEEDS

Not applicable

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DRISK FACTORS

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

Item 4. Information on theCompany

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

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

Item 4A. Unresolved StaffComments

None



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Item 5. Operating and FinancialReview and Prospects

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

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

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

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

OVERVIEW

The Operating and Financial Review and Prospects item provides certain information on markets for the current yearand a discussion and analysis of AXAs operating performance for the years ended December 31, 2008, 2007 and2006 as reported under IFRS as follows:

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

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

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

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

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



The consolidated operating results section is based on IFRS consolidated financial statements and is composed of

two main parts:

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

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

December 31, 2006; and

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

Additional information is provided in the Liquidity and Capital Resources section, describing AXAs operating sourcesand uses of funds, solvency margin requirements, supplementary information on contractual obligations and specificinformation relating to off-balance sheet arrangements, and consolidated cash-flows.

INSURANCE AND ASSET MANAGEMENTMARKETS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 Insurance and AssetManagement Markets pages 47 to 51.

MARKET CONDITIONS IN 2008

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 Financial market conditions in2008 pages 52 and 53.

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

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

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

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

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DECEMBER 31, 2008 OPERATINGHIGHLIGHTS

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

EVENTS SUBSEQUENT TO DECEMBER 31,2008

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

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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Scope of consolidation

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

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

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

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

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

obtains benefits from the SPEs operations; AXA has the decision-making powers to obtain the majority of the benefits of the SPE or, by setting up an autopilot

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



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

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

- changes in contractual arrangements of the entity;

- changes in ownership or equity holdings;

- changes in activities or decision making abilities; and

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

In case of material arrangements with special purpose vehicules resulting in control of the SPV, such entities areconsolidated as disclosed in Note 2.2 of the consolidated financial statements included in Item 18 of this AnnualReport on Form 20-F. Non controlled investment funds are vehicules for which the Groups shares in these funds donot provide control and for which there is no material arrangement. Should the Groups share in held non-controlledinvestment funds remain unchanged, most of these funds would still be unconsolidated, with the held investment fundsshares being recognized on the balance sheet at fair value at the closing date.

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

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

Under IFRS, the consolidation methods are:

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

- the proportionate method if AXA exercises a joint control;

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

Goodwill

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

An impairment loss is recognized for a cash-generating unit if, and only if, the recoverable amount of the unit or groupof units is less than the carrying amount of the unit or group of units. The recoverable amount of each cash generatingunit or group of units is the higher of (i) the cash generating unit or group of units fair value less costs to sell and (ii)its value in use.

Fair value includes quotations when available and/or relevant or valuation techniques incorporating observable marketdata, adjusted when necessary to take into account control premia. Value in use calculations are also based onvaluation techniques.

For Life & Savings businesses, such valuation techniques include discounted cash flows taking into account:

 the current shareholders net asset value plus future profitability on business in force.

Such techniques (embedded value types of methodologies) are industry specific valuation methods whichare consistent with the principles of discounted earnings approaches as the value of business in force resultsfrom the projection of distributable earnings. The current shareholders net asset value is adjusted to take intoaccount any difference between the basis of cash flows projections used in the value of business in forcecalculations and IFRS;



 and profitability on future new business.

The value of new business is computed either on the basis of multiples of a standardized year of new businesscontribution (present value of projected future distributable profits generated from business written in a year)or on a projection of each of the expected annual future earnings when multiples are not appropriate becauseof future growth specific patterns.

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Key assumptions include expected growth, expenses, cost of capital, future investment margins, first assessed ona risk free basis (basic test) and then on the basis of illustrative investment assumptions suitable for a traditionalembedded value approach if the previous recoverable value is lower than the carrying amount.

For each group of units of the Property & Casualty and Asset Management businesses, the calculation uses cash flowprojections based on business plans approved by management covering a three to five year period and a risk adjusteddiscount rate. Cash flows beyond that period have been extrapolated using a steady growth rate and terminal value.

The results of these projections exceed the carried amount of each of the generating unit or group of units. However,given current market conditions, the amount of excess has decreased significantly, in particular in the US Life & Savingsand asset management markets, and in the UK Life & Savings market. To the extent that securities valuations remaindepressed for prolonged periods of time and market conditions stagnate or worsen as a result of the global financialcrisis, revenues, profitability, new business volumes, assets under management would likely be adversely affected.In addition, the future cash flow expectations and other assumptions underlying managements current businessplans could be negatively impacted by other risks to which the Groups business is subject. As a result, subsequentimpairment tests may be based upon different assumptions and future cash flow projections, which may result in animpairment of these assets in the foreseeable future.

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

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

Investments

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

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

invested assets:

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

 loans and receivables accounted for at amortized cost;

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

referred to as the fair value option;

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

Fair value measurement

Active market: quoted price

The Group applies the IAS 39 fair value hierarchy as described below for both assets measured at fair value and assetsat cost for which fair value is disclosed in the notes to the financial statements.

Fair values of financial assets traded on active markets are determined using quoted market prices when available. Afinancial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from

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an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual andregularly occurring market transactions on an arms length basis between a willing seller and a willing buyer. For assetstraded in active markets, quotes received from external pricing services represent generally consensus prices.

The amount of assets for which fair value is determined in whole directly by reference to an active market is disclosedin column (1) of the table shown in the section below Financial assets recognized at fair value excluding derivatives.

Active versus inactive markets

Equity securities quoted on exchange traded developed markets and bonds actively traded on liquid markets for whichprices are regularly provided by external pricing services that represent consensus with limited dispersion and for whichquotes are readily available are generally considered as being quoted in an active market. For this purpose, liquidity maybe defined as the possibility to sell or dispose of the asset in the ordinary course of business within a certain limitedtime period at approximately the price at which the investment is valued. Liquidity for debt instruments is assessedusing a multi criteria approach including the number of quotes available, the place of issuance and the evolution of theevolution of the widening of bid ask spreads.

A financial instrument is regarded as not quoted in an active market if there is little observation of transaction prices asan inherent characteristic of the instrument, when there is a significant decline in the volume and level of trading activity,in case of significant illiquidity or if observable prices can not be considered as representing fair value because of marketdislocation. Characteristics of inactive markets can therefore be very different in nature, inherent to the instrument orbe indicative of a change in the conditions prevailing in certain markets.

Assets not quoted in an active market

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

 using external and independent pricing services, or

 using valuation techniques.

The amount of assets which are not traded in an active market is disclosed in column (2) of the table shown in thesection below Financial assets recognized at fair value excluding derivatives.

 No active market : use of external pricing servicesExternal pricing services may be fund asset managers in the case of non consolidated investments in funds orbrokers. To the extent possible, the Group collects quotes from external pricing providers as inputs to measure thefair value of assets held. Prices received may form tight clusters or dispersed quotes which may then lead to the useof valuation techniques. The dispersion of quotes received may be an indication of the large range of assumptionsused by external pricing providers given the limited number of transactions to be observed or reflect the existence ofdistress transactions. In addition, given current market conditions and the complete inactivity of some markets, manyfinancial institutions closed their desks dedicated to structured assets deals and are no longer in a position of deliveringmeaningful quotes.



 No active market: use of valuation techniquesValuation techniques are subjective in nature and significant judgment is involved in establishing fair values for financialassets. They include recent arms length transactions between knowledgeable willing parties on similar assets ifavailable and representative of fair value and involve various assumptions regarding the underlying price, yield curve,correlations, volatility, default rates and other factors. Unlisted equity securities are based on cross checks usingdifferent methodologies such as discounted cash flows techniques, price earning ratios multiples, adjusted net asset

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values, taking into account recent transactions on instruments which are substantially the same if concluded at armslength between knowledgeable willing parties, if any. The use of valuation techniques and assumptions could producedifferent estimates of fair value. However, valuations are determined using generally accepted models (discountedcash flows, Black&Scholes models,) based on quoted market prices for similar instruments or underlyings (index,credit spread,) whenever such directly observable data are available and valuations are adjusted for liquidity andcredit risk.

Valuation techniques may be used when there is little observation of transaction prices as an inherent characteristic ofthe market, when quotes made available by external pricing providers are too dispersed or when market conditions areso dislocated that observed data can not be used or need significant adjustments. Internal mark to model valuations aretherefore normal market practices for certain assets inherently scarcely traded or exceptional processes implementeddue to specific market conditions.

 Use of valuation techniques in dislocated marketsThe dislocation of certain market may be evidenced by various factors, such as very large widening of bid ask spreadswhich may be helpful indicators in understanding whether market participants are willing to transact, wide dispersionin the prices of the small number of current transactions, varying prices over time or among market participants,inexistence of secondary markets, disappearance of primary markets, closing of dedicated desks in financial institutions,distress and forced transactions motivated by strong needs of liquidity or other difficult financial conditions implyingthe necessity to dispose of assets immediately with insufficient time to market the assets to be sold, and large bulksales to exit such markets at all costs that may involve side arrangements (such as sellers providing finance for a saleto a buyer),... Transactions do not meet the definition of a forced or distress sale if the seller had a reasonable amountof time to market the assets or there were a number of parties competing to buy. However, in an inactive market, atransaction price for the same instrument might not represent fair value if the transaction involved a seller that neededto sell the assets and there was one or very few buyers.

In such cases, the Group uses valuation techniques including observable data whenever possible and relevant,adjusted if needed to develop the best estimate of fair value, including adequate risk premium or develops a valuationmodel based on unobservable data representing estimates of assumptions that willing market participants would usewhen prices are not current, relevant or available without undue costs and efforts: in inactive markets, transactionsmay be inputs when measuring fair value, but would likely not be determinative and unobservable data may be moreappropriate than observable inputs. The objective of these models is to arrive at the price at which an orderly transactionwould take place between market participants (a willing buyer and a willing seller) at the measurement date.

For those assets for which the Group used mark-to-model valuations because of dislocated market conditions,sensitivities are disclosed in the section below, even when such techniques are based on a majority of observableinputs.

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Financial assets recognized at fair value excluding derivatives

|                                              |  |                                                                |  |                                                                   |  |                                                                |  |                                                                   |  |                                                                |  | (in Euro million)                                                 | 
|--------------------------------------------- |  | -------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ----------------------------------------------------------------- | 
|                                              |  | December31, 2008                                               |  | December 31, 2007                                                 |  | December31, 2006                                               | 
|                                              |  | Fair valuedetermineddirectly byreferenceto an activemarket (1) |  | Fair valueAssets notquoted in anactive market/No activemarket (2) |  | Fair valuedetermineddirectly byreferenceto an activemarket (1) |  | Fair valueAssets notquoted in anactive market/No activemarket (2) |  | Fair valuedetermineddirectly byreferenceto an activemarket (1) |  | Fair valueAssets notquoted in anactive market/No activemarket (2) | 
|Financial assets held at fair value excluding |  |                                                                |  |                                                                   |  |                                                                |  |                                                                   |  |                                                                |  |                                                                   | 
|assets backing contracts where the financial  |  |                                                                |  |                                                                   |  |                                                                |  |                                                                   |  |                                                                |  |                                                                   | 
|risk is borne by policyholders                |  | 193,648                                                        |  | 153,930                                                           |  | 306,639                                                        |  | 67,153                                                            |  | 320,090                                                        |  | 58,830                                                            | 

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

Assets classification

Fair values determined in whole directly by reference to an active market (column (1)) relate to prices which are readilyand regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency andthose prices represent actual and regularly occurring market transactions on an arms length basis, i.e. the market isstill active.

Fair values for assets not quoted in an active market/ No active market (column (2)) include:

- values provided at the request of the Group by pricing services and which are not readily publicly available or values

provided by external parties which are readily available but relate to assets for which the market is not always active,

and

- assets measured on the basis of valuation techniques including a varying degree of assumptions supported by market

transactions and observable data.

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

Fair values determined in whole directly by reference to an active market (column (1))

Most of the equity securities traded on exchange markets, government bonds, government related bonds andcorporate bonds were previously (years ending at December 31, 2006 and 2007 shown above) considered as quotedin an active market, with quotes or consensus prices readily available. Quotes provided by external pricing servicesare presented in column (1) if readily, regularly and publicly available and if related markets are considered as active.Brokers and vendors quotes are presented in column (2) if there is no active market as an inherent characteristic ofthe instrument or if the market is no longer active. As at December 31, 2008, a significant proportion of bonds (mainlycorporate bonds), although still measured using the same valuation sources (mainly quotes from external pricing

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providers) were no longer considered to be quoted in an active market and were therefore presented in column (2)because of the increasing illiquidity of such markets leading to markets which were no longer active. Liquidity for debtinstruments is assessed using a multi criteria approach including the number of quotes available, the place of issuanceof such instruments and the evolution of the widening of bid ask spreads.

Fair values of assets not quoted in an active market - no active markets (column (2))

Amounts presented in column (2) represent a variety of circumstances. A financial instrument is regarded as not quotedin an active market if there is little observation of transaction prices as an inherent characteristic of the instrument, whenthere is a significant decline in the volume and level of trading activity, in case of significant illiquidity or if observableprices can not be considered as representing fair value because of dislocated market conditions. Characteristics ofinactive markets can therefore be very different in nature, inherent to the instrument or be indicative of a change in theconditions prevailing in certain markets.

Among amounts presented in column (2), fair values determined in whole or in part using a valuation technique basedon assumptions that are not supported by a majority of prices from observable current market transactions in the sameinstrument or a majority of available observable market data represent as at December 31, 2008 less than 3.4% (2.2%1as at December 2007) of financial invested assets held by the Group excluding assets backing contracts where thefinancial risk is borne by policyholders (including an estimation of the extent to which external quotes on inactivemarkets are based on observable data).

Assets such as certain unquoted debt instruments, instruments issued on private markets such as private equitysecurities or private loans were always considered as not quoted in active markets as an inherent characteristic ofthese investments and were included in column (2) in all periods presented. Valuations are based either on externalpricing providers or internal models using techniques commonly used by market participants. Valuation teams makethe maximum use of current transaction prices if any and observable data but some of the underlying sectors towhich the investment relate may be so particular that significant adjustments are performed or unobservable data areused. Private equity funds of funds are measured on the basis of the latest Net Asset Values of funds provided to theGroup.

As mentioned above, many corporate bonds held by the Group were presented in column (2) as at December 31, 2008as opposed to December 31, 2007 and 2006 because of the significant illiquidity of such markets at the end of theperiod. Valuation sources were however unchanged, even if market participants recognize that available quotes includemore than expected credit defaults and an adequate associated risk premium, i.e. such prices/spreads reflect liquiditypremia in excess of credit risks and funding costs associated with the inherent characteristics of the instruments.

A significant portion of ABS (Asset Backed Securities) and CDOs (Collaterized Debt Obligations) held by the Groupwere transferred in column (2) as at December 2007 when markets became no longer active while still measuredusing the same valuation approaches (mainly external valuations and indices). As at December 31, 2008, the turmoilreached a further point of dislocation. Many financial institutions closed their desks dedicated to structured assets dealsand were no longer in a position of delivering meaningful quotes with the appropriate knowledge and dedication atthe end of year 2008. The lack of activity with very few prices representing arms length transactions between willingmarket participants restricted the possibility and the relevance to refer to the very limited number of observed deals.As a result, more valuation techniques were introduced at year end based on a maximum use of observable inputswhenever possible.

1Restated in 2008 in comparison with 2007 in order to take into account a change in the way the amount of such assets based on a limitednumber of observable data was estimated: at the end of 2008, the two proportions disclosed for 2008 and 2007 are based on an estimationof the weight of observable data used external pricing services when setting their quotes, while such estimated look through exercize was notperformed at the date of issuance of December 31, 2007 financial statements

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Such models incorporate factors that market participants would consider in setting a price and are consistent withaccepted economic methodologies for pricing financial instruments. They were applied except when the uncertaintysurrounding valuation was assessed as being too significant to exercise an adequate judgment in setting the appropriaterisk margins (in which case assets remained measured on the basis of available quotes). For the purpose of themodeling, ABS and CDOs were ranked according to their underlying risks characteristics such as their underwriting andorigination year for example to determine the appropriate set of assumptions to be used, giving consideration to marketconditions in pricing these instruments. Cash flows were developed based on current observable inputs reflectingthe credit metrics of each type of underlying assets: for example weighted average rating factors  WARF  providedby rating agencies, historical default rates or third parties credit defaults studies, with loss severity assumptions andrecovery lag, adjusted with adequate risk margins to reflect the uncertainty related to these inputs and the historicaldimension of some of these data. Risk adjusted discount rates have been based on interest rates and discount marginsderived from observations of implied rates of return adjusted considering the current evolution of available quoteswhich reflect spreads widening due to increased liquidity risks. The objective of these models is to arrive at the priceat which an orderly transaction would take place between market participants (a willing buyer and a willing seller) atthe measurement date.

For ABS and CDOs measured as at December 31, 2008 using the valuation techniques described above

(7,787 million):

 using alternative credit risks assumptions higher by 25% would impact net income by 4.4 million, net of tax and

policyholders participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by

13.8 million net of tax and policyholders participation related adjustments;

 using alternative discount margins higher by 25% would impact net income by 56.2 million, net of tax and

policyholders participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by

86.8 million, net of tax and policyholders participation related adjustments.

Impairment

An impairment loss is recognized if, based on specific facts and circumstances, it is probable that the Group will notbe able to recover all of the cost of an individual holding.

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

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

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

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

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

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

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 measured as the difference between the acquisition cost and the current fair value, less any impairment loss on thatfinancial asset previously recognized in the income statement  is removed from shareholders equity and recognizedin the income statement. Impairment losses recognized in the income statement on equity instruments are not reversedthrough the income statement until the asset is sold or derecognized.

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

Impairments of loans available for sale are based on the present value of expected future cash flows, discounted at theloans effective interest rate (down to the loans observable market price), or on the fair value of the collateral.

In general, assessing an issuers near-term prospects may be difficult and involve some reasonable judgments andassumptions. The use of, and changes to, different methodologies and assumptions may have a material effect onAXAs consolidated operating results under IFRS. In addition, given current market conditions, to the extent thatsecurities valuations remain depressed for prolonged periods of time and market conditions stagnate or worsen as aresult of the global financial crisis, additional impairment charges may have to be recognized in the foreseeable future,which could materially reduce future earnings.

See the AXA Group 2008 Annual Report, Part IV, Section 4.1  Risk Factors  The determination of the amount of allowances and impairments taken on our investments requires use of significant management judgment in certain cases, particularly for debt instruments, and could materially impact our results of operations or financial position onpage 195.

Investment risk factors

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

Interest rate risk

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

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

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In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18 ofthis Annual Report on Form 20-F, quantitative sensitivities of the Group Embedded Value to interest risk. EmbeddedValue (EV) is a valuation methodology often used for long term insurance business. It attempts to measure the presentvalue of cash available to shareholders now and in the future. European Embedded Value (EEV) is a refinement of thismethodology based on Principles issued by the CFO Forum of European insurers, which AXA adopted during 2005.AXA publishes EEV only for its Life & Savings business.

The Group EV of AXA is the sum of the Life & Savings EEV and the other businesses shareholders equity.

The Group EV is not an estimate of AXAs fair value, regardless of how one might define fair value. It does not includethe value of business to be sold in the future, nor does it include any value for future profits from existing business forother-than-life businesses i.e. Property & Casualty, International Insurance, Asset Management and Banking. However,the Life & Savings EEV is a key management metric measuring the risk-adjusted value of the business and tracking itsevolution over time, and the Group EV provides a crucial link to processes that impact total Group value but cannot beseen within the Life & Savings segment, such as hedging strategies executed at the Group level and also the impactof leverage on the Group.

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

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

Equity Price Risk

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

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

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

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Foreign Currency Exchange Risk

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

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

Credit Risk

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

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

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

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

At December 31, 2007, the breakdown of the debt security portfolio (303.2 billion, including 15.5 billion held throughwith-profits funds) by rating was: 37% in AAA, 30% in AA, 19% in A, 9% in BBB, 1% in BB and lower, and 4% inother.

At December 31, 2006, the breakdown of the debt security portfolio (298.3 billion, including 17.9 billion held throughwith-profits funds) by rating was: 40% in AAA, 26% in AA, 22% in A, 9% in BBB, 1 %in BB and lower, and 1 %inother.

Credit risk diversification and analysis policies, particularly using credit ratings, are implemented by investmentdepartments and monitored by Risk Management teams.

2) Asset Backed Securities by underlying type of asset (excluding Collateralized Mortgage Obligations(CMOs)).

At December 31, 2008, the economic breakdown of the total value of ABS (11.8 billion excluding CMOs and ABSheld through with-profit funds) was: 23% in CLO, 15% in Consumer ABS, 12% in CDO, 21 % in Commercial MBS, 21 %in Prime Residential, 7% in US Subprime & Alt-A, and 3% in Non conforming RMBS.

At December 31, 2008, AXA's invested assets included an exposure to US subprime residential and Alt A mortgage loansof approximately 0.8 billion (68% equaling or above AA rating and 56% estimated policyholders' participation).

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At December 31, 2007, the economic breakdown of the total value of ABS (16.2 billion excluding CMOs and ABSheld through with-profits funds) was: 18% in CLO, 15% in Consumer ABS, 11% in CDO, 18% in Commercial MBS,23% in Prime Residential, 10% in US Subprime & Alt-A, and 5% in Non conforming RMBS. At December 31, 2007,AXA's invested assets included an exposure to US subprime residential and Alt A mortgage loans of approximately1.6 billion (84% equaling or above AA rating and 54% estimated policyholders' participation).

3)  Breakdown of the ABS portfolio by rating.

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

At December 31, 2007, the breakdown of the total value of the ABS portfolio by rating was: 63% in AAA, 6% in AA,14% in A, 10% in BBB, 1% in high yield, and 6% in NR/equity.

The negative gross fair value evolution of the ABS assets over the year 2008 was evaluated at -3.5 billion, of which-2.7 billion was recognized in the income statement and -0.7 billion was recognized in shareholders' equity (versus-1.5 billion in 2007, of which -0.7 billion in the income statement and -0.8 billion billion in shareholders' equity).

Net of policyholders participation, tax and VBI/DAC reactivity, the negative fair value evolution of the ABS assets overthe year 2008 was evaluated at -1.3 billion, of which -1.0 billion in the income statement and -0.3 billion inshareholders' equity (versus -0.6 billion in 2007, of which -0.3 billion in the income statement and -0.3 billion inthe shareholders' equity).

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

The Group's top 50 reinsurers accounted for 80% of reinsurers' share of insurance and investment contract liabilitiesin 2008 (versus 78% in 2007 and 75% in 2006).

The breakdown of all reserves ceded to reinsurers by reinsurer rating at December 31, 2008 (11.7 billion) was: 9%in AAA, 43% in AA (at December 31, 2008, the AA rating portion of 43% included 7% for Swiss Re; Swiss Re ratingwas downgraded by Standard & Poor's to A+ on February 18, 2009), 25% in A, 2% in BBB, 1% in high yield, and20% in other.

The "other" caption relates to reserves ceded to reinsurance pools, reserves ceded to reinsurers with which theAXA Group does limited business (not in the top 50) and reinsurers not rated by the main rating agencies.

At December 31, 2007, the breakdown of reserves ceded to reinsurers (11.3 billion) by reinsurer rating was: 9% inAAA, 31 % in AA, 36% in A, 1 % in BBB/BB/B, and 22% in other.

At December 31, 2006, the breakdown of reserves ceded to reinsurers (12.0 billion) by reinsurer rating was: 11%in AAA, 30% in AA, 15% in A, 2% in BBB/BB/B, 17% in Paris RE (reserves ceded to PARIS RE as part of AXA REdisposal, which were not split by ratings at the end of 2006) and 25% in other.

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Derivative Instruments

AXA enters into derivative transactions primarily to reduce the exposure to market risk and in conjunction with asset/liability management. In addition, as part of its investment and credit risk management activities, the Group may usestrategies that involve credit derivatives (Credit Default Swaps or CDS), which are mainly used as an alternative tocorporate debt security portfolios, when coupled with government debt securities, but also as a protection on singlecorporate names or specific portfolios.

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

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

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

Cash and cash equivalents

Cash comprises cash on hand and demand deposits while cash equivalents are short-term, liquid investments that arereadily convertible to cash and which are subject to low volatility. The distinction between cash equivalent and investedassets, especially in insurance companies, may involve judgement and the liquidity and volatility of given instrumentsmay evolve over time.

Liabilities arising from insurance andinvestment contracts

Life Reserves

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

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

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

A significant risk of GMDB, GMIB and/or GMWB features to AXA is that protracted under-performance of the financialmarkets could result in benefits being higher than accumulated contract-holder account balances. Reserves areestablished for these features on the basis of actuarial assumptions related to projected benefits and related contractcharges. The determination of this estimated liability is based on models which involve numerous estimates andmanagement judgments, including those regarding expected rates of return and volatility, contract surrender rates,mortality experience, and, for GMIB, election rates. There can be no assurance that ultimate experience will matchmanagement's estimates.

In addition to providing for risk through establishing reserves, AXA also manages risk through a combination ofreinsurance programs and active financial risk management programs including investment in exchange-traded futurescontracts and other instruments.

Guaranteed annuity purchase rates provide contract-holders with a guarantee that, at a future date, the amountaccumulated within their contract will be able to purchase a lifetime annuity at currently defined rates. The risk to AXAin these features is either that longevity will improve significantly so that contract-holders electing to exercise this benefitwill live longer than assumed in the guaranteed purchase rates, or that investment returns during the payout period willbe lower than assumed in the guaranteed purchase rates. Reserves are established for these features on the basis ofactuarial assumptions related to projected benefits and related contract charges. The determination of this estimatedliability is based on models which involve numerous estimates and subjective judgments, including those regardingexpected rates of return and volatility, contract surrender rate, mortality, and benefit election rates. There can be noassurance that ultimate experience will not differ from management's estimates. In addition to providing for risk throughestablishing reserves, AXA also manages these risks through asset-liability management programs including interestrate floors to protect against declines in the interest rate environment.

Non unit-linked liabilities include traditional life insurance contracts, immediate annuities and health insurance contracts.Generally, amounts are payable over an extended period of time and the profitability of the products is dependent onthe pricing of the products. The principal assumptions used in pricing these policies and in the establishment of liabilitiesfor 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 usedin pricing the policies and in the establishment of liabilities result in variances in profit and could result in losses.

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

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

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

The following risks generally apply:

-   Interest rate risks:

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

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

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

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

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

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

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

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

The amortization may be affected by changes in estimated gross profits under IFRS (previous GAAP). Given currentmarket conditions, to the extent that securities valuations remain depressed for prolonged periods of time and marketconditions stagnate or worsen as a result of the global financial crisis, additional estimated gross profits under IFRSmay have to be revised in the foreseeable future, which could result in acceleration of DAC and VBI amortization andmaterially reduce future earnings.

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

Non-life reserves

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

AXA is required by applicable insurance laws and regulations and generally accepted accounting principles to establishreserves for outstanding claims (claims which have not yet been settled) and associated claims expenses that arisefrom its Property & Casualty and International Insurance operations. AXA establishes its gross insurance liabilities, orclaims reserves, by product, type of insurance coverage and year, and charges them to income as incurred.

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

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

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

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

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

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

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

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

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

- Exposure methods and frequency and severity estimations.

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

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

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

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

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

a) Short tail business

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

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

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

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

b) Long tail business

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

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

BODILY INJURY (MOTOR ANDLIABILITY)

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

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

ANNUITIES

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

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

THIRD-PARTY LIABILITY

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

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

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CONSTRUCTION

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

**LOSS ADJUSTMENT EXPENSES (LAE)**

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

Reserve estimations

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

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

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

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

- inflation assessment,

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

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

All assumptions are highly dependent on the local environment.

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

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

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

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

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

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

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

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



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

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

Non life intangible assets related to the future business

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

Discount rates - Life and Non life reserves

As at December 31, 2008: 90% of Life & Savings reserves (excluding unit-linked contracts) were discounted, of which12% were subject to a revision of the discount rate and 77% retained the rate set at inception, subject to the liabilityadequacy test described in Note 1 included in Item 18 of this Annual Report on Form 20-F.

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By convention, contracts with zero guaranteed rates are deemed not-discounted, except for products offeringguaranteed rates updated annually and for one year: these contracts are presented in discounted reserves. Reservesfor savings contracts with non-zero guaranteed rates are discounted at the technical interest rate. Contracts for whichthe assumptions are revised in the financial statements at closing mainly consist of certain UK With-Profit contracts andreserves for guarantees (Guaranteed Minimum Death Benefits etc.).

In the Property & Casualty business, most reserves (91 %at December 31, 2008) are not discounted, with the exceptionof disability annuities and worker's compensation liabilities that are deemed structured settlements and, where thediscount rate is revised regularly. Such reserves are not sensitive to interest rate risks in financial statements.

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

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

Reinsurance

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

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

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

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

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Perpetual debt

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

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

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

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

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

Employee benefits

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

Income tax

Deferred income tax assets and liabilities result from temporary differences between accounting and tax values ofassets and liabilities and from net operating tax loss carry forwards, if any. Net deferred tax assets on the balance sheetare recognized only to the extent that it is probable that future taxable profit will be available. AXA evaluates all evidenceavailable to management in order to determine if a deferred tax asset is recognized. Given current market conditions,to the extent that securities valuations remain depressed for prolonged periods of time and market conditions stagnateor worsen as a result of the global financial crisis, future taxable profit may decrease leading to the derecognition ofdeferred tax assets, reducing materially future earnings.

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CONSOLIDATED OPERATING RESULTS

Consolidated gross revenues

CONSOLIDATED GROSS REVENUES**(a)**

|                                                                                   |  |        |  |        |  |                 |  |               |  | (in Euro million) | 
|---------------------------------------------------------------------------------- |  | ------ |  | ------ |  | --------------- |  | ------------- |  | ----------------- | 
|                                                                                   |  | 2008   |  | 2007   |  | 2006Restated(d) |  | 2006Published |  | 2008/2007         | 
|Life & Savings                                                                     |  | 57,977 |  | 59,845 |  | 49,952          |  | 50,479        |  | -3.1%             | 
|of which Gross written premiums                                                    |  | 56,071 |  | 57,773 |  | 48,268          |  | 48,786        |  | -2.9%             | 
|of which Fees and revenues from investment contracts with no participating feature |  | 662    |  | 740    |  | 608             |  | 608           |  | -10.6%            | 
|Property & Casualty                                                                |  | 26,039 |  | 25,016 |  | 19,510          |  | 19,793        |  | 4.1%              | 
|International Insurance                                                            |  | 2,841  |  | 3,568  |  | 3,716           |  | 3,716         |  | -20.4%            | 
|Asset Management                                                                   |  | 3,947  |  | 4,863  |  | 4,406           |  | 4,406         |  | -18.8%            | 
|Banking(b)                                                                         |  | 412    |  | 339    |  | 377             |  | 377           |  | 21.4%             | 
|Holdings and other companies(c)                                                    |  | 5      |  | 2      |  | 4               |  | 4             |  | 90.6%             | 
|TOTAL                                                                              |  | 91,221 |  | 93,633 |  | 77,966          |  | 78,775        |  | -2.6%             | 

(a) Net of intercompany eliminations.(b) Excluding net realized capital gains and change in fair value of assets under fair value option and derivatives, net banking revenues and total consolidated revenues would respectively amount to 473 million and 91,285 million for the period ending December 31, 2008, 320 million and 93,617 million for the period ending December 31, 2007, and 393 million and 77,984 million for the period ending December 31, 2006.(c)  Includes notably CDOs and real estate companies. (d) Restated means the restatement of The Netherlands' activities as discontinued businesses.



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

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

On a comparable basis means that the data for the current year period were restated using the prevailing foreigncurrency exchange rates for the same period of prior year (constant exchange ratebasis). It also means that data inone of the two periods being compared were restated for the results of acquisitions, disposals and business transfers(constant structuralbasis) and for changes in accounting principles (constant methodologicalbasis). In particular,comparable basis for revenues in this document means including acquisitions, disposals and business transfers, andnet of intercompany eliminations in both periods.

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

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

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Life & Savings

Life& Savingsgross revenues were down 3%, or down 4% on a comparable basis, to 57,977 million net ofintercompany eliminations, (or 58,035 million before intercompany eliminations) mainly due to France, the UnitedStates, the United Kingdom, and Japan, partly offset by Mediterranean and Latin American Region, Australia andSwitzerland.

Francegross revenues decreased by 754 million (-5%) to 14,298 million. On a comparable basis (excludingNeuflize Vie which is consolidated using the equity method starting 01/01/08 versus proportionate before), grossrevenues decreased by 380 million (-3%) as a result of:

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

- a decrease in Group Retirement (-30%) due to an exceptional volume of large contracts in 2007 not repeated in2008;

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



United Statesgross revenues decreased by 2,486 million (-15%) to 13,757 million. On a comparable basis, grossrevenues decreased by 1,448 million (-9%).

-Variable Annuity premiums (69% of gross revenues) decreased by 14% reflecting a slowdown of sales primarilyrelated to challenging market conditions.

- Life premiums (18% of gross revenues) decreased by 6% primarily driven by a decrease in First Year premiumsfrom anticipated declines in Fixed Universal Life product sales following price increases in 2007.

- Mutual Funds gross revenues (5% of gross revenues) decreased by 8%.



United Kingdomgross revenues decreased by 1,079 million (-23%) to 3,549 million. On a comparable basis,gross revenues decreased by 495 million (-11 %):

- Investment & Savings (79% of gross revenues):

  Insurance Premiums (64% of gross revenues) decreased by 16% as a result of lower Onshore and Offshorebond premiums following recent tax changes and market turmoil.

  Fees on Investment products (15% of gross revenues) reduced by 3%, mainly driven by adverse stockmarket conditions.

- Life Insurance Premiums (17% of gross revenues) increased by 1% due to strengthening of the AXA ProtectionAccount brand and a strong direct proposition.

- Other revenues (4% of gross revenues) increased by 23% as a result of growth in brokerage revenues.



Japangross revenues decreased by 488 million (-10%) to 4,628 million. On a comparable basis and excluding(i) volatile group pension transfers (63 million versus 46 million last year) and (ii) conversions including the non-recurring 1Q07 Medical Whole Life upgrade campaign (55 million versus 142 million last year), revenues declinedby 163 million (-3%):

- Life (43% of gross revenues): revenues decreased by 83 million (-4%) to 1,930 million mainly due to lowerrevenues from lower margin products not actively promoted (Endowment, Whole Life and Group) and lower Termproducts revenues due to a regulator review of the tax deductibility;

- Investment & Savings (31% of gross revenues): revenues decreased by 161 million (-10%) to 1,389 millionmainly due to lower sales of variable annuity products following turbulent market conditions and heavier regulatorysales process;

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-Health (26% of gross revenues): revenues increased by 81 million (+7%) to 1,193 million following strongMedical Whole Life, Medical Rider and Cancer product sales in recent years.

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

Switzerlandgross revenues increased by 363 million (+9%) to 4,495 million. On a comparable basis, grossrevenues increased by 215 million (+5%):

- Group Life (84% of gross revenues) increased by 228 million (+7%) to 3,779 million due to +168 million insingle premiums (+9%) and +60 million in regular premiums (+4%).

- Individual Life (16% of gross revenues) decreased by 17 million (-2%) to 717 million driven by higher maturitieson non unit-linked regular premium contracts and the drop in unit-linked single premiums (-21%) in a difficultfinancial market environment.



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

- Individual Life and Savings revenues (76% of gross revenues) decreased by 20% to 1,957 million driven by thedecrease in unit-linked products (-55% to 194 million) partly due to the lower performance of the structuredproducts. The non unit-linked products' revenues declined by 14% to 1,460 million mainly due to the fall in Crestproducts line. Traditional life products' revenues decreased by 3% to 303 million.

- Group Life and Savings revenues (24% of gross revenues) decreased by 3% to 606 million.

Mediterranean and Latin American Region(Italy, Spain, Portugal, Greece, Morocco, Turkey and Mexico) grossrevenues increased by 2,898 million (+151%) to 4,822 million. On a comparable basis, gross revenues increasedby 181 million (+4%) mainly driven by traditional savings products in Spain (+162 million, mainly short term productssuch as Flexiplus and Deposito Flexible) and by Accumulator sales in MPS (167 million) partly offset by the lowercontribution from Index Linked products (-163 million) in Italy.

Australia / New Zealandgross revenues increased by 335 million (+24%) to 1,719 million. On a comparable basis,gross revenues increased by 390 million (+28%):

- Gross written premiums and fees (79% of gross revenues) increased by 423 million (+42%) to 1,353 million,mainly driven by significant wholesale single premiums in wealth management guaranteed savings products(within the life company) reflecting the recent investors trend to seek more conservative investments given marketvolatility;

- Revenues from mutual fund and advice business (21% of gross revenues) decreased by 34 million (-9%) to366 million due to a decline in funds under management levels resulting from stock market decrease and lowerMutual Funds net sales which decreased by 2,423 million (-106%) to -85m driven by both lower inflows andhigher outflows.

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

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Property & Casualty

Property & Casualtygross revenues were up 4% to 26,039 million net of intercompany eliminations (or26,209 million before intercompany eliminations), or +3% on a comparable basis mainly driven by the Mediterranean& Latin American Region (+6% to 6,414 million) and France (+3% to 5,595 million).

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

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

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

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

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

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

International Insurance

International Insurancerevenues were down 20% to 2,841 million net of intercompany eliminations (or2,980 million before intercompany eliminations) due to the termination in October 2007 of the fronting agreementbetween AXA RE and Paris Ré. Revenues were up 7% on a comparable basis driven by AXA Corporate SolutionsAssurance and AXA Assistance.

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

AXA Assistancerevenues were up 11 % to 751 million driven by strong development in Healthcare and Travelactivities.

34

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Asset management

Asset managementrevenues decreased by 19% or -14% on a comparable basis to 3,947 million net ofintercompany eliminations (or 4,342 million before intercompany eliminations) driven by lower management fees(-11 %) due to lower average Assets under Management (-8% on a comparable basis) and a drop in performance fees(-29%) in a context of financial crisis.

AllianceBernsteinrevenues were down 14% to 2,511 million driven by the decrease in management fees (-14%)in line with lower average assets under management, in performance fees (-85%), in distribution fees (-20%) and inothers fees (-16%). Institutional Research Services continued to grow with fees up 11 %.

Assets Under Management decreased by 212 billion from year end 2007 to 331 billion at the end of 2008, driven bymarket depreciation of -200 billion and net outflows of -30 billion, partly offset by a positive exchange rate impactof 18 billion.

AXA Investment Managersrevenues decreased by 296 million (-17%) or 236 million (-14%) on a comparablebasis to 1,436 million. Excluding distribution fees (retroceded to distributors), gross revenues decreased by 89 million(-6%) mainly due to an unfavorable client and product mix and the decrease in retail business, while average assetsunder management remained stable.

Assets Under Management decreased by 63 billion from year-end 2007 to 485 billion at the end of 2008 as2 billion net new money and 17 billion change in scope, were more than offset by -61 billion negative marketimpact, due to the equity market turmoil, and -20 billion unfavorable exchange rate impact.

Banking

Net bankingrevenues were up 22% or +15% on a comparable basis to 412 million net of intercompany eliminations(or 401 million before intercompany eliminations), mainly attributable to AXA Bank Europe (+15% to 249 millionmainly due to higher net interest and fee income) and AXA Banque (+25% to 102 million).

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

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

Life & Savings

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

35

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

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

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

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

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



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

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

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



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

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

- Investment & Savings (32% of gross revenues excluding group pension transfers): revenues increased by8% (+127 million) to 1,631 million with higher revenues from the launch of the Accumulator type products(+540 million) and strong sales of other variable annuity products (+55 million) being partially offset by (i)-316 million lower SPA revenues (US dollar-denominated variable annuity product) following strong "post-launch"salaried salesforce sales in Q1-2006 and (ii) lower regular premium individual fixed annuities (-132 million), thisproduct being no longer actively promoted as part of Bancassurance's transition to higher margin variable annuityproducts.

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

36

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

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

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



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

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

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

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

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

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

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

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

37

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Property & Casualty

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

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

Motor revenues grew by 5% mainly driven by (i) the Mediterranean & Latin American Region up 8%, following newproduct launches in 2006 and 2007 (mainly "Protezione al volante" in Italy and "Dynamic 2" in Spain) and new segmentedtariffs notably in Turkey, (ii) the United Kingdom & Ireland up 21 %, largely as a result of the new business written throughits Internet company, Swiftcover, which benefited from increased volumes through aggregator websites, (iii) Asia up15% which confirmed its strong momentum, and partly offset by (iv) Germany (+1%), France (+0%) and Switzerland(-1%), recording positive net new contracts in a context of softening markets.

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

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

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

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

International Insurance

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

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

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

38

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Asset management

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

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

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

AXA Investment Managersrevenues increased by 20% or 21% on a comparable basis to 1,732 million mainlydue to higher average assets under management. The favorable client and product mix evolution was offset by a slightdecrease in performance fees.

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

Banking

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

39

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Consolidated net income

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

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

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

(b) Net of investment management costs.

(c)  Includes impairment releases on investments sold.

(d) Excludes impairment releases on investments sold.

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

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

(g) The Income tax line item as at December 31, 2008 includes an out-of-period adjustment related to the prior years' double recognition of Deferredtax liabilities in relation with the changes in fair values of assets held by some consolidated investment funds (188 million). The Group evaluatedthe impact for each individual year and in aggregate and concluded that they were immaterial to the financial statements for all years in whichthey were included. The prior years' Income tax expense recognized since the transition to IFRS was overstated by 13 million as at December31, 2004, 51 million as December 31, 2005, 36 million as at December 31, 2006, 88 million as at December 31, 2007.

(h) Includes -106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at theend of September. According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effectsof significant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts wereadjusted with the provisional loss from October to December 2008. This adjustment reflects mainly the further increase of the credit spreadsduring this period.

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Net Income

|(in Euro million)            | 
|---------------------------- | 
|                             | 
|                             | 
|Life & Savings               | 
|Property & Casualty          | 
|International Insurance      | 
|TOTAL Insurance              | 
|Asset Management             | 
|Banking                      | 
|Holdings and other companies | 
|TOTAL                        | 

Analysis of investment result

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

|                                                                                              |  |                       |  |                                        |  |                                                                                                     |  |                                 |  |                                                  |  |                  |  |          |  |         |  |                  |  |         |  |       |  |                  |  | (in Euromillion) | 
|--------------------------------------------------------------------------------------------- |  | --------------------- |  | -------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ------------------------------- |  | ------------------------------------------------ |  | ---------------- |  | -------- |  | ------- |  | ---------------- |  | ------- |  | ----- |  | ---------------- |  | ---------------- | 
|                                                                                              |  | Net investment income |  | Net realizedinvestmentgains and losses |  | **Change in fair value of****investments designated as****at fair value through profit****or loss** |  | Changein investments impairment |  | Net investment resultexcluding financingexpenses | 
|(Years ended December**31**)                                                                  |  | 2008                  |  | 2007                                   |  | 2006Restated (a)                                                                                    |  | 2008                            |  | 2007                                             |  | 2006Restated (a) |  | 2008(b)  |  | 2007    |  | 2006Restated (a) |  | 2008    |  | 2007  |  | 2006Restated (a) |  | 2008(b)          | 
|Investment properties                                                                         |  | 810                   |  | 787                                    |  | 789                                                                                                 |  | 520                             |  | 1,160                                            |  | 698              |  | (685)    |  | (541)   |  | 384              |  | (137)   |  | (38)  |  | 38               |  | 508              | 
|Debt securities                                                                               |  | 13,373                |  | 12,678                                 |  | 10,558                                                                                              |  | (821)                           |  | (245)                                            |  | 127              |  | (4,509)  |  | (1,483) |  | (1,331)          |  | (1,076) |  | (390) |  | (78)             |  | 6,967            | 
|Equity securities                                                                             |  | 1,577                 |  | 2,028                                  |  | 1,534                                                                                               |  | (594)                           |  | 5,056                                            |  | 3,269            |  | (5,230)  |  | (1,914) |  | 1,031            |  | (3,713) |  | (463) |  | (143)            |  | (7,960)          | 
|Non controlled investment funds                                                               |  | 189                   |  | 311                                    |  | 274                                                                                                 |  | (36)                            |  | 174                                              |  | 258              |  | (90)     |  | 13      |  | (13)             |  | (723)   |  | (38)  |  | (5)              |  | (660)            | 
|Other assets held by controlledinvestment funds designated at fairvalue through profit & loss |  | 283                   |  | 206                                    |  | 208                                                                                                 |  | 277                             |  | 20                                               |  | (7)              |  | 326      |  | 66      |  | 16               |  | -       |  | -     |  | -                |  | 886              | 
|Loans                                                                                         |  | 1,305                 |  | 1,252                                  |  | 885                                                                                                 |  | (27)                            |  | 12                                               |  | (2)              |  | 551      |  | 47      |  | (166)            |  | (9)     |  | 1     |  | (2)              |  | 1,820            | 
|Assets backing contracts where thefinancial risk is borne by policyholders                    |  | 517                   |  | 801                                    |  | 527                                                                                                 |  | -                               |  | -                                                |  | -                |  | (43,687) |  | 7,476   |  | 15,158           |  | -       |  | -     |  | -                |  | (43,169)         | 
|Hedge accounting derivatives                                                                  |  | -                     |  | -                                      |  | -                                                                                                   |  | -                               |  | -                                                |  | -                |  | 2,243    |  | (179)   |  | (460)            |  | -       |  | -     |  | -                |  | 2,243            | 
|Other derivatives                                                                             |  | 4,210                 |  | (82)                                   |  | (163)                                                                                               |  | 823                             |  | 16                                               |  | 140              |  | 900      |  | 978     |  | (490)            |  | -       |  | -     |  | -                |  | 5,933            | 
|Investment management expenses                                                                |  | (839)                 |  | (914)                                  |  | (898)                                                                                               |  | -                               |  | -                                                |  | -                |  | -        |  | -       |  | -                |  | -       |  | -     |  | -                |  | (839)            | 
|Other                                                                                         |  | 337                   |  | 403                                    |  | 471                                                                                                 |  | (315)                           |  | (930)                                            |  | (258)            |  | (1,812)  |  | (379)   |  | 208              |  | (7)     |  | 1     |  | (2)              |  | (1,797)          | 
|NET INVESTMENT RESULT                                                                         |  | 21,762                |  | 17,470                                 |  | 14,184                                                                                              |  | (173)                           |  | 5,264                                            |  | 4,225            |  | (51,994) |  | 4,084   |  | 14,338           |  | (5,663) |  | (927) |  | (192)            |  | (36,068)         | 

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

(b)  Includes -106 million loss recognized for AXA Japan. As a reminder, AXA Japan closes its books at the end of September. According toIFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would havebeen recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss fromOctober to December 2008. This adjustment reflects mainly the further increase of the credit spreads during this period.

41

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Previously published information was as follows:



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

EXCEPTIONAL AND DISCONTINUED OPERATIONSINCLUDED IN NET INCOME

2008 net incomeincluded -49 million related to exceptional and discontinued operations mainly driven by-38 million tax effect on transfer of AllianceBernstein units and -10 million from the sale of the annuity portfolio inAustralia.

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

2006 net incomeincluded 311 million related to exceptional and discontinued operations, mainly:

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

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

- a gain in the United States Holdings (+43 million) resulting from a favorable tax settlement on the sale of DLJ in2000;

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

42

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YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

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

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

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

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

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



These elements were partly offset by:

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

Other operating income and expensesamounted to -53,761 million in 2008 compared to -110,760 million in2007, mainly driven by a 81% decrease (or +57,160 million) in technical charges from insurance activities in the Life& Savings segment, mainly driven by the decrease in unit-linked reserves as a consequence of the change in fair valueof assets backing contracts where the financial risk is borne by policyholders.

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

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

Life & Savings segment

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

43

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Note that 2008 net income included an adjustment of -106 million in Japan. As a reminder, AXA Japan closes itsbooks at the end of September. According to IFRS principles whereby the financial statements of the subsidiary shallbe adjusted to reflect the effects of significant events that would have been recognized with a closing date aligned withthe AXA Group, AXA Japan's 2008 accounts were adjusted with a provisional loss related to the activity from Octoberto December 2008. This adjustment reflected mainly the further increase of the credit spreads during this period.

Property & Casualty segment

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

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

International Insurance segment

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

Asset Management segment

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

Banking segment

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

Holdings and other companies

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

44

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YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

Net investment resultamounted to 25,891 million in 2007. Excluding the contribution of Winterthur in 2007

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

was split as follows:

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

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



These elements were partly offset by:

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

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

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

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

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

Life & Savings segment

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

45

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

Property & Casualty segment

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

International Insurance segment

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

Asset Management segment

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

Banking segment

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

Holdings and other companies

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

46

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Consolidated Shareholders' Equity

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

|                                                             |  | Shareholders' Equity(in Euro million) |  | Number of ordinaryoutstanding shares (in million) | 
|------------------------------------------------------------ |  | ------------------------------------- |  | ------------------------------------------------- | 
|At January 1,2006                                            |  | 36,525                                |  | 1,872                                             | 
|Share Capital                                                |  | 507                                   |  | 221                                               | 
|Capital in excess of nominal value                           |  | 3,800                                 |  | -                                                 | 
|Equity-share based compensation                              |  | 106                                   |  | -                                                 | 
|Treasury shares sold or bought in open market                |  | 137                                   |  | -                                                 | 
|Change in equity component of compound financial instruments |  | -                                     |  | -                                                 | 
|Deeply subordinated debt (including accrued interests)       |  | 3,539                                 |  | -                                                 | 
|Fair value recorded in shareholders' equity                  |  | (375)                                 |  | -                                                 | 
|Impact of currency fluctuations                              |  | (764)                                 |  | -                                                 | 
|Cash dividend                                                |  | (1,647)                               |  | -                                                 | 
|Other                                                        |  | 60                                    |  | -                                                 | 
|Net income for the period                                    |  | 5,085                                 |  | -                                                 | 
|Actuarial gains and losses on pension benefits               |  | 252                                   |  | -                                                 | 
|At December**31**, 2006                                      |  | 47,226                                |  | 2,093                                             | 
|Share Capital                                                |  | (74)                                  |  | (32)                                              | 
|Capital in excess of nominal value                           |  | (1,126)                               |  | -                                                 | 
|Equity-share based compensation                              |  | 92                                    |  | -                                                 | 
|Treasury shares sold or bought in open market                |  | (195)                                 |  | -                                                 | 
|Change in equity component of compound financial instruments |  | (109)                                 |  | -                                                 | 
|Deeply subordinated debt (including accrued interests)       |  | 238                                   |  | -                                                 | 
|Fair value recorded in shareholders' equity                  |  | (2,983)                               |  | -                                                 | 
|Impact of currency fluctuations                              |  | (1,392)                               |  | -                                                 | 
|Cash dividend                                                |  | (2,218)                               |  | -                                                 | 
|Other                                                        |  | (93)                                  |  | -                                                 | 
|Net income for the period                                    |  | 5,666                                 |  | -                                                 | 
|Actuarial gains and losses on pension benefits               |  | 612                                   |  | -                                                 | 
|At December**31**, 2007                                      |  | 45,642                                |  | 2,061                                             | 
|Share Capital                                                |  | 65                                    |  | 28                                                | 
|Capital in excess of nominal value                           |  | 370                                   |  | -                                                 | 
|Equity-share based compensation                              |  | 107                                   |  | -                                                 | 
|Treasury shares sold or bought in open market                |  | 169                                   |  | -                                                 | 
|Change in equity component of compound financial instruments |  | -                                     |  | -                                                 | 
|Deeply subordinated debt (including accrued interests)       |  | (719)                                 |  | -                                                 | 
|Fair value recorded in shareholders' equity                  |  | (5,087)                               |  | -                                                 | 
|Impact of currency fluctuations                              |  | (1,234)                               |  | -                                                 | 
|Cash dividend                                                |  | (2,473)                               |  | -                                                 | 
|Other                                                        |  | 373                                   |  | -                                                 | 
|Net income for the period                                    |  | 923                                   |  | -                                                 | 
|Actuarial gains and losses on pension benefits               |  | (695)                                 |  | -                                                 | 
|At December 31, 2008                                         |  | 37,440                                |  | 2,089                                             | 

47

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Earnings per share ("EPS")

|                                     |  | (in Euro million except ordinary shares in million) |  |                 
|------------------------------------ |  | --------------------------------------------------- |  | ----------------
|                                     |  | 2008                                                |  | 2007            
|                                     |  | Basic(a)                                            |  | Fullydiluted (a)
|Weighted average number of shares    |  | 2,035.4                                             |  | 2,043.6         
|Net income                           |  | 900                                                 |  | 900             
|Net income (Euro per Ordinary Share) |  | 0.44                                                |  | 0.44            

(a) From HY 2008, EPS calculation takes into account interest payments and foreign exchange impacts related to perpetual debts classified inshareholders equity with retrospective application.

(b) Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

Return On Equity ("ROE")

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

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LIFE & SAVINGS SEGMENT

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

|                                                                                         |  |          |  |          |  |                    |  | (In Euro million) | 
|---------------------------------------------------------------------------------------- |  | -------- |  | -------- |  | ------------------ |  | ----------------- | 
|                                                                                         |  | FY 2008  |  | FY 2007  |  | FY 2006Restated(a) |  | FY 2006Published  | 
|Gross written premiums                                                                   |  | 56,127   |  | 57,807   |  | 48,275             |  | 48,793            | 
|Fees and charges relating to investment contracts with no participating features         |  | 662      |  | 740      |  | 608                |  | 608               | 
|Revenues from insurance activities                                                       |  | 56,789   |  | 58,548   |  | 48,883             |  | 49,401            | 
|Net revenues from banking activities                                                     |  | -        |  | -        |  | -                  |  | -                 | 
|Revenues from other activities                                                           |  | 1,246    |  | 1,332    |  | 1,076              |  | 1,084             | 
|Total revenues                                                                           |  | 58,035   |  | 59,879   |  | 49,959             |  | 50,485            | 
|Change in unearned premiums net of unearned revenues and fees                            |  | (348)    |  | (278)    |  | (229)              |  | (249)             | 
|Net investment income                                                                    |  | 18,533   |  | 14,898   |  | 12,125             |  | 12,372            | 
|Net realized investment gains and losses                                                 |  | (558)    |  | 4,196    |  | 3,443              |  | 3,475             | 
|Change in fair value of financial instruments at fair value through profit & loss(c)     |  | (51,579) |  | 4,691    |  | 14,687             |  | 14,898            | 
|of which of change in fair value of assets with financial risk borne by policyholders(b) |  | (43,687) |  | 7,468    |  | 15,158             |  | 15,370            | 
|Change in financial instruments impairment                                               |  | (3,923)  |  | (655)    |  | (134)              |  | (135)             | 
|Net investment result excluding financing expenses                                       |  | (37,528) |  | 23,129   |  | 30,122             |  | 30,610            | 
|Technical charges relating to insurance activities(b)                                    |  | (15,213) |  | (70,595) |  | (68,999)           |  | (69,815)          | 
|Net result from outward reinsurance                                                      |  | 913      |  | 32       |  | (27)               |  | (28)              | 
|Bank operating expenses                                                                  |  | -        |  | -        |  | -                  |  | -                 | 
|Acquisition costs                                                                        |  | (3,574)  |  | (3,744)  |  | (3,095)            |  | (3,103)           | 
|Amortization of the value of purchased business in force                                 |  | (393)    |  | (357)    |  | (274)              |  | (282)             | 
|Administrative expenses                                                                  |  | (3,573)  |  | (3,514)  |  | (2,822)            |  | (2,871)           | 
|Change in tangible assets impairment                                                     |  | (3)      |  | (0)      |  | 7                  |  | 7                 | 
|Change in goodwill impairment and other intangible assets impairment                     |  | (32)     |  | (58)     |  | -                  |  | -                 | 
|Other income and expenses                                                                |  | (147)    |  | (231)    |  | (166)              |  | (167)             | 
|Other operating income and expenses                                                      |  | (22,022) |  | (78,465) |  | (75,375)           |  | (76,259)          | 
|Income from operating activities before tax                                              |  | (1,863)  |  | 4,265    |  | 4,477              |  | 4,587             | 
|Income arising from investments in associates - Equity method                            |  | 18       |  | 6        |  | 12                 |  | 12                | 
|Financing debts expenses                                                                 |  | (74)     |  | (91)     |  | (106)              |  | (106)             | 
|Operating income before tax                                                              |  | (1,919)  |  | 4,180    |  | 4,383              |  | 4,493             | 
|Income tax                                                                               |  | 1,499    |  | (994)    |  | (1,285)            |  | (1,319)           | 
|Net operating result                                                                     |  | (420)    |  | 3,186    |  | 3,098              |  | 3,175             | 
|Result from discontinued operations net of tax                                           |  | -        |  | -        |  | 77                 |  | -                 | 
|Net consolidated income                                                                  |  | (420)    |  | 3,186    |  | 3,175              |  | 3,175             | 
|Split between :                                                                          |  |          |  |          |  |                    |  |                   | 
|Net income Group share                                                                   |  | (446)    |  | 2,899    |  | 2,957              |  | 2,957             | 
|Minority interests share in net consolidated income                                      |  | 26       |  | 287      |  | 218                |  | 218               | 

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

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

(c)  Includes -106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at theend of September. According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effectsof significant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts wereadjusted with the provisional loss from October to December 2008. This adjustment reflects mainly the further increase of the credit spreadsduring this period.

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CONSOLIDATED GROSS REVENUES

|                                            |  |        |  |        |  |                 |  | (in Euro million) | 
|------------------------------------------- |  | ------ |  | ------ |  | --------------- |  | ----------------- | 
|                                            |  | 2008   |  | 2007   |  | 2006Restated(b) |  | 2006Published     | 
|France                                      |  | 14,298 |  | 15,052 |  | 14,802          |  | 14,802            | 
|United States                               |  | 13,757 |  | 16,244 |  | 15,390          |  | 15,390            | 
|United Kingdom                              |  | 3,549  |  | 4,628  |  | 4,292           |  | 4,292             | 
|Japan                                       |  | 4,628  |  | 5,116  |  | 5,027           |  | 5,027             | 
|Germany                                     |  | 6,233  |  | 6,201  |  | 3,681           |  | 3,681             | 
|Switzerland                                 |  | 4,495  |  | 4,133  |  | 141             |  | 141               | 
|Belgium                                     |  | 2,563  |  | 3,075  |  | 2,512           |  | 2,512             | 
|Mediterranean & Latin American Region(a)    |  | 4,822  |  | 1,924  |  | 1,476           |  | 1,476             | 
|Other countries                             |  | 3,690  |  | 3,507  |  | 2,637           |  | 3,164             | 
|TOTAL                                       |  | 58,035 |  | 59,879 |  | 49,959          |  | 50,485            | 
|Intercompany transactions                   |  | (59)   |  | (35)   |  | (7)             |  | (7)               | 
|Contribution to consolidated gross revenues |  | 57,977 |  | 59,845 |  | 49,952          |  | 50,479            | 

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

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

NET INCOME

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

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

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

50

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Analysis of investment results

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

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

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

(b)  Includes -106 million loss recognized for AXA Japan. As a reminder, AXA Japan closes its books at the end of September. According toIFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would havebeen recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss fromOctober to December 2008 . This adjustment reflects mainly the further increase of the credit spreads during this period.

Previously published information was as follows:

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

51

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

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

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

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

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

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

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

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

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

- a -106 million loss in Japan. As a reminder, AXA Japan closes its books at the end of September. Accordingto IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects ofsignificant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's2008 accounts were adjusted with a provisional loss related to the activity from October to December 2008. Thisadjustment reflected mainly the further increase of the credit spreads during this period.



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

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

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

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

52

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Partly offset by

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

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

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

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

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

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

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

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

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

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

Other expensesamounted to -147 million in 2008, down 84 million over the year, or 74 million on a constantexchange rate basis. This increase notably resulted from a 41 million decrease in Hong Kong and a 20 milliondecrease in Switzerland.

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

53

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

Net lossamounted to -446 million in 2008. On a constant exchange rate basis, net income decreased by3,315 million mainly resulting from lower realized capital gains and higher net impairment charges, together withincreased reserves related to Variable Annuity guarantees, partly offset by higher investment result on derivativeshedging Variable Annuity guarantees.

Note that 2008 net income included an adjustment of -106 million in Japan. As a reminder, AXA Japan closes itsbooks at the end of September. According to IFRS principles whereby the financial statements of the subsidiary shallbe adjusted to reflect the effects of significant events that would have been recognized with a closing date aligned withthe AXA Group, AXA Japan's 2008 accounts were adjusted with a provisional loss related to the activity from Octoberto December 2008. This adjustment reflected mainly the further increase of the credit spreads during this period.

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

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

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

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

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

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



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

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

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

54

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

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

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

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

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

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



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

- a 68 million increase in impairment charges to -87 million in Germany, especially due to fixed maturitiesavailable for sale;

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

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



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

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

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

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

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

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



These decreases were partly reduced by:

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

55

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

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

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

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

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

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

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

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

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

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

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

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PROPERTY & CASUALTY SEGMENT

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

|                                                                                  |  |          |  |          |  |                    |  | (In Euro million) | 
|--------------------------------------------------------------------------------- |  | -------- |  | -------- |  | ------------------ |  | ----------------- | 
|                                                                                  |  | FY 2008  |  | FY 2007  |  | FY 2006Restated(a) |  | FY 2006Published  | 
|Gross written premiums                                                            |  | 26,107   |  | 25,101   |  | 19,548             |  | 19,830            | 
|Fees and charges relating to investment contracts with no participating features  |  | -        |  | -        |  | -                  |  | -                 | 
|Revenues from insurance activities                                                |  | 26,107   |  | 25,101   |  | 19,548             |  | 19,830            | 
|Net revenues from banking activities                                              |  | -        |  | -        |  | -                  |  | -                 | 
|Revenues from other activities                                                    |  | 102      |  | 79       |  | 52                 |  | 52                | 
|Total revenues                                                                    |  | 26,209   |  | 25,180   |  | 19,600             |  | 19,882            | 
|Change in unearned premiums net of unearned revenues and fees                     |  | (244)    |  | (362)    |  | (139)              |  | (142)             | 
|Net investment income                                                             |  | 2,261    |  | 2,059    |  | 1,562              |  | 1,592             | 
|Net realized investment gains and losses                                          |  | 472      |  | 953      |  | 594                |  | 596               | 
|Change in fair value of financial instruments at fair value through profit & loss |  | (775)    |  | (75)     |  | 50                 |  | 52                | 
|Change in financial instruments impairment                                        |  | (1,543)  |  | (251)    |  | (47)               |  | (47)              | 
|Net investment result excluding financing expenses                                |  | 414      |  | 2,687    |  | 2,159              |  | 2,192             | 
|Technical charges relating to insurance activities                                |  | (16,662) |  | (16,723) |  | (12,697)           |  | (12,841)          | 
|Net result from outward reinsurance                                               |  | (780)    |  | (599)    |  | (629)              |  | (632)             | 
|Bank operating expenses                                                           |  | -        |  | -        |  | -                  |  | -                 | 
|Acquisition costs                                                                 |  | (4,806)  |  | (4,652)  |  | (3,712)            |  | (3,787)           | 
|Amortization of the value of purchased business in force                          |  | -        |  | -        |  | -                  |  | -                 | 
|Administrative expenses                                                           |  | (2,677)  |  | (2,452)  |  | (1,826)            |  | (1,860)           | 
|Change in tangible assets impairment                                              |  | (1)      |  | 3        |  | 11                 |  | 11                | 
|Change in goodwill impairment and other intangible assets impairment              |  | (91)     |  | (89)     |  | -                  |  | -                 | 
|Other income and expenses                                                         |  | (5)      |  | (24)     |  | (18)               |  | (10)              | 
|Other operating income and expenses                                               |  | (25,021) |  | (24,536) |  | (18,872)           |  | (19,119)          | 
|Income from operating activities before tax                                       |  | 1,358    |  | 2,969    |  | 2,748              |  | 2,812             | 
|Income arising from investments in associates - Equity method                     |  | 5        |  | 5        |  | 22                 |  | 22                | 
|Financing debts expenses                                                          |  | (10)     |  | (13)     |  | (8)                |  | (8)               | 
|Operating income before tax                                                       |  | 1,353    |  | 2,961    |  | 2,762              |  | 2,826             | 
|Income tax                                                                        |  | (373)    |  | (693)    |  | (769)              |  | (788)             | 
|Net operating result                                                              |  | 980      |  | 2,267    |  | 1,993              |  | 2,038             | 
|Result from discontinued operations net of tax                                    |  | -        |  | -        |  | 45                 |  | -                 | 
|Net consolidated income                                                           |  | 980      |  | 2,267    |  | 2,038              |  | 2,038             | 
|Split between :                                                                   |  |          |  |          |  |                    |  |                   | 
|Net income Group share                                                            |  | 926      |  | 2,218    |  | 1,977              |  | 1,977             | 
|Minority interests share in net consolidated income                               |  | 54       |  | 49       |  | 61                 |  | 61                | 

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

57

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CONSOLIDATED GROSS REVENUES

|                                            |  |        |  |        |  |                 |  | (in Euro million) | 
|------------------------------------------- |  | ------ |  | ------ |  | --------------- |  | ----------------- | 
|                                            |  | 2008   |  | 2007   |  | 2006Restated(b) |  | 2006Published     | 
|France                                      |  | 5,633  |  | 5,377  |  | 5,219           |  | 5,219             | 
|United Kingdom & Ireland                    |  | 4,471  |  | 5,111  |  | 4,742           |  | 4,742             | 
|Germany                                     |  | 3,554  |  | 3,531  |  | 2,759           |  | 2,759             | 
|Belgium                                     |  | 2,156  |  | 2,130  |  | 1,520           |  | 1,520             | 
|Mediterranean & Latin American Region(a)    |  | 6,437  |  | 5,298  |  | 3,831           |  | 3,831             | 
|Switzerland                                 |  | 2,024  |  | 1,981  |  | 95              |  | 95                | 
|Other countries                             |  | 1,934  |  | 1,752  |  | 1,435           |  | 1,717             | 
|TOTAL                                       |  | 26,209 |  | 25,180 |  | 19,600          |  | 19,882            | 
|Intercompany transactions                   |  | (170)  |  | (164)  |  | (89)            |  | (89)              | 
|Contribution to consolidated gross revenues |  | 26,039 |  | 25,016 |  | 19,510          |  | 19,793            | 

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

(b) Restated in full year 2006 means the restatement of the Netherlands' activities as discontinued businesses.

AXA GROUP - RATIOS

|                                       |  |                          |  |       |  |                 |  |               |  | (in %)              | 
|-------------------------------------- |  | ------------------------ |  | ----- |  | --------------- |  | ------------- |  | ------------------- | 
|                                       |  | Years ended December 31, |  |       | 
|                                       |  | 2008                     |  | 2007  |  | 2006Restated(a) |  | 2006Published |  | Variation2008/ 2007 | 
|Current accident year loss ratio (net) |  | 74.6%                    |  | 75.1% |  | 71.9%           |  | 71.8%         |  | -0.4%               | 
|All accident year loss ratio (net)     |  | 67.1%                    |  | 69.7% |  | 68.5%           |  | 68.3%         |  | -2.6%               | 
|Expense ratio                          |  | 28.4%                    |  | 27.9% |  | 28.5%           |  | 28.6%         |  | 0.5%                | 
|Combined ratio                         |  | 95.5%                    |  | 97.6% |  | 96.9%           |  | 96.9%         |  | -2.0%               | 

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

NET INCOME

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

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

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

**58**

---

Analysis of investment results

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

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

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

Previously published information was as follows:

|                                                                                              |  |                     |  | (in Euro million)                      |  |                                                                                   
|--------------------------------------------------------------------------------------------- |  | ------------------- |  | -------------------------------------- |  | ----------------------------------------------------------------------------------
|                                                                                              |  | Netinvestmentincome |  | Net realizedinvestmentgains and losses |  | Change in fairvalue of investmentsdesignatedas at fair value throughprofit or loss
|(Years ended December 31)                                                                     |  | 2007                |  | 2006published                          |  | 2007                                                                              
|Investment properties                                                                         |  |                     |  | 94                                     |  |                                                                                   
|Debt securities                                                                               |  |                     |  | 1,287                                  |  |                                                                                   
|Equity securities                                                                             |  |                     |  | 245                                    |  |                                                                                   
|Non controlled investment funds                                                               |  |                     |  | 27                                     |  |                                                                                   
|Other assets held by controlledinvestment funds designated at fairvalue through profit & loss |  |                     |  | 8                                      |  |                                                                                   
|Loans                                                                                         |  |                     |  | 44                                     |  |                                                                                   
|Assets backing contracts where thefinancial risk is borne by policyholders                    |  |                     |  |                                        |  |                                                                                   
|Hedge accounting derivatives                                                                  |  |                     |  | -                                      |  |                                                                                   
|Other derivatives                                                                             |  |                     |  | 6                                      |  |                                                                                   
|Investment management expenses                                                                |  |                     |  | (119)                                  |  |                                                                                   
|Other                                                                                         |  |                     |  | (1)                                    |  |                                                                                   
|NET INVESTMENT RESULT                                                                         |  |                     |  | 1,592                                  |  |                                                                                   

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

59

---

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

Gross revenueswere up 4% to 26,039 million net of intercompany eliminations (or 26,209 million beforeintercompany eliminations), or +3% on a comparable basis mainly driven by Mediterranean & Latin American Region(+6% to 6,414 million) and France (+3% to 5,595 million).

Net investment resultdecreased by 2,249 million to 414 million in 2008 mainly driven by higher impairmentcharges, lower net realized gains and an unfavorable change in fair value of financial instruments through profit andloss partly offset by higher net investment income:

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

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

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

d) Impairment charges amounted to 1,543 million in 2008, down 1,329 million compared to 2007, mainlyattributable to equities (825 million) in the Mediterranean & Latin American Region, France, Switzerland, theUnited Kingdom & Ireland, Belgium and Germany, and non consolidated investment funds (260 million) notablyin Switzerland and the Mediterranean & Latin American Region.

Technical charges relating to insurance activitiesincreased by 459 million to 16,662 million in 2008 , mainlydriven by 576 million increase in the Mediterranean & Latin American Region (or a 52 million decrease excludingAXA MPS, Gulf Region and Mexico), 184 million increase in Korea, partly offset by 202 million decrease in Germanyand 149 million decrease in Switzerland.

Net result on reinsurance cededdecreased by 218 million to 780 million in 2008. These deterioration wasmainly attributable to Germany (112 million) and the Mediterranean & Latin American Region (67 million).

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

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

60

---

In the United Kingdom, the current accident year loss ratio improved by 2.8 points to 69.3%, as a result of the nonrecurring 2007 adverse weather events (6.6 points) partly offset by a higher frequency of large claims in CommercialProperty and increased injury claims and inflation in third party damage claims in UK Commercial motor. The allaccident year loss ratio decreased by 3.3 points to 63.3%, reflecting the improvement in current accident year lossratio combined with +0.6 point favorable development in prior years reserves.

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

In Belgium, the current accident year loss ratio deteriorated by 3.2 points to 80.9% mainly due to higher large claims(+68 million) mainly in property, despite less natural events. The all accident year loss ratio increased by 1.5 pointsto 69.0% reflecting the deterioration of the current accident year loss ratio partly offset by a higher prior years result(+40 million) mainly in Workers compensation.

In the Mediterranean & Latin American Region, the current accident year loss ratio improved by 0.3 point to 76.2%.On a constant exchange rate basis and excluding AXA MPS, Gulf Region and Mexico, the current year loss ratiodeteriorated by 0.9 point to 77.4% mainly linked to motor business in Italy with higher impact from large claims. Theall accident year loss ratio improved by 3.4 points to 68.5%. On a constant exchange rate basis and excluding AXAMPS, Gulf Region and Mexico, the all accident year loss ratio improved by 4.0 points to 68.0% thanks to a favorableprior year reserves development.

In Switzerland, the current accident year loss ratio improved by 3.9 points to 73.7 % mainly driven by the non-recurrence of large losses due to floods and hail events in 2007. The all accident year loss ratio improved by 6.1 pointsto 69.1% reflecting the lower current year loss ratio and the increase in prior year results (+44 million) mainly on longtail business lines.

Acquisition costsamounted to 4,806 million in 2008, an increase of 361 million on a constant exchange ratesbasis compared to 2007, notably driven by a 238 million increase in the Mediterranean & Latin American Region (ora 52 million increase excluding AXA MPS, Gulf Region and Mexico, impacted by the change in expenses allocationin Spain and the launch of a direct channel in Italy).

Administrative expensesamounted to 2,677 million in 2008, up 306 million on a constant exchange rates basiscompared to 2007, including 95 million in the Mediterranean and Latin American Region (or a 4 million increaseexcluding AXA MPS, Gulf Region and Mexico), 76 million in Germany due to the negative impact of non recurringitems (such as pension costs), and 73 million in the United Kingdom & Ireland due to higher IT costs and theacquisition of a subsidiary in Health.

Income tax expensesamounted to 373 million decreasing by 315 million on a constant exchange rates basiscompared to 2007, due to lower pre tax earnings notably in France, Belgium, Germany and the United Kingdom.

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



---

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

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

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

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

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

d) Charges relating to financial instruments impairment amounted to 251 million in 2007. Excluding the contributionof Winterthur (33 million), it was a loss of 218 million in 2007, mainly attributable to Germany and the UnitedKingdom & Ireland.

Technical charges relating to insurance activitiesamounted to 16,723 million in 2007. Excluding the contributionof Winterthur (3,111 million), they increased by 915 million including 383 million in the United Kingdom & Ireland,183 million in the Mediterranean Region and 181 million in Germany.

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

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

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

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

62

---

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

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

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

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

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

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

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

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



---

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

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

INTERNATIONAL INSURANCE SEGMENT

The following tables present the gross revenues and net income for the International Insurance segment for the periodsindicated.

CONSOLIDATED GROSS REVENUES

|(in Euro million)                           | 
|------------------------------------------- | 
|                                            | 
|AXA Corporate Solutions Assurance           | 
|AXA Cessions                                | 
|AXA Assistance                              | 
|Other (a)                                   | 
|TOTAL                                       | 
|Intercompany transactions                   | 
|Contribution to consolidated gross revenues | 

(a) Including -6 million in 2008 (896 million in full year 2007 and 1,217 million in full year 2006) of business fronted by AXA RE and fullyreinsured by Paris RE (fronting arrangement set in place in the context of the sale of AXA RE's business to Paris RE).

NET INCOME

|(in Euro million)                 | 
|--------------------------------- | 
|                                  | 
|                                  | 
|AXA Corporate Solutions Assurance | 
|AXA Cessions                      | 
|AXA Assistance                    | 
|Other                             | 
|Contribution to net income        | 

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

64

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Analysis of investment result

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

|(in Euro million)                                                                             | 
|--------------------------------------------------------------------------------------------- | 
|                                                                                              | 
|(Year ended December 31)                                                                      | 
|Investment properties                                                                         | 
|Debt securities                                                                               | 
|Equity securities                                                                             | 
|Non controlled investment funds                                                               | 
|Other assets held by controlledinvestment funds designated at fairvalue through profit & loss | 
|Loans                                                                                         | 
|Assets backing contracts where thefinancial risk is borne by policyholders                    | 
|Hedge accounting derivatives                                                                  | 
|Other derivatives                                                                             | 
|Investment management expenses                                                                | 
|Other                                                                                         | 
|NET INVESTMENT RESULT                                                                         | 

65

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AXA Corporate Solutions Assurance

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



|(In Euro million)                      | 
|-------------------------------------- | 
|                                       | 
|                                       | 
|Gross revenues                         | 
|Current accident year loss ratio (net) | 
|All accident year loss ratio (net)     | 
|Net technical result                   | 
|Expense ratio                          | 
|Combined ratio                         | 

66

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YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

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

Net investment result excluding financial expensesdecreased by 115 million (or 54%) to 93 million mainlydriven by a 86 million negative change in fair value mainly on credit funds as a result of corporate spread widening.

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

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

Expensesincreased by 34 million to 255 million resulting from a change in business mix towards products withhigher commission rate and the launch of new branches in Singapore, Hong Kong and Switzerland. As a consequence,the Expense ratioincreased by 0.9 point to 13.2%.

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

Income tax expensesdecreased by 50 million to 22 million reflecting the decrease in operating income beforetax and the booking of deferred tax assets on prior year tax losses on foreign branches.

As a result, net incomedecreased by 97 million to 27 million.

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

Net investment result excluding financial expensesincreased by 13 million (or +7%) to 211 million due to ahigher asset base.

The net technical chargesrelating to insurance activities and net result from outward reinsurance increased by161 million to 1,578 million mainly driven by higher large losses notably in Property.

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

Expensesincreased by 14 million to 220 million resulting from (i) a commission increase (+17 million to106 million) following both an activity growth and an exceptional impact in 2006 (the non renewal of a large motorcontract with high commission rate), and (ii) a slight general expenses decrease (3 million). As a consequence, theExpense ratiodecreased by 0.5 point to 12.3%.

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

Income tax expensesincreased by 7 million to 72 million with the effective tax rate decreasing by 1.9 pointsmainly due to the activation of past years tax deficits in Germany.

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

AXA Cessions

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

Gross revenuesdecreased by 18 million to 51 million gross of intercompany transactions because of lowergross written premiums. Net incomedecreased by 4 million to 12 million mainly resulting from higher net realizedinvestment losses partly offset by lower general expenses and income tax charge.

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

AXA Assistance

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

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

Other operating income and expensesincreased by 78 million to 860 million mainly due to higher technicalcharges relating to insurance activities.

Net incomedecreased by 4 million to 15 million, resulting from 3 million higher impairment charges.

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YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

Gross revenuesincreased by 15% to 809 million gross of intercompany transactions mainly due to Home Servebusiness in the United Kingdom (+27 million), increased premiums in Travel business in Germany (+15 million) anda good commercial performance in France.

Other operating income and expensesincreased by 115 million to 781 million mainly due to an increase intechnical charges relating to insurance activities, acquisition costs and administrative expenses.

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

Other international activities

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

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

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

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ASSET MANAGEMENT SEGMENT

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

CONSOLIDATED GROSS REVENUES

|(in Euro million)                           | 
|------------------------------------------- | 
|                                            | 
|AllianceBernstein                           | 
|AXA Investment Managers                     | 
|TOTAL                                       | 
|Intercompany transactions                   | 
|Contribution to consolidated gross revenues | 

NET INCOME

|(in Euro million)          | 
|-------------------------- | 
|                           | 
|                           | 
|AllianceBernstein          | 
|AXA Investment Managers    | 
|Contribution to net income | 

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

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

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AllianceBernstein

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

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

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YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

Assets under Management (AUM)decreased by 212 billion from year end 2007 to 331 billion at the end of2008, driven by market depreciation of 200 billion and net outflows of 30 billion (17 billion for Retail, 10 billionfor Institutional and 3 billion for Private clients), partly offset by a 18 billion positive exchange rate impact.

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

Net Investment resultdecreased by 247 million to 217 million. On a constant exchange rate basis, net investmentresult decreased by 263 million, mainly driven by the decrease in market value of incentive compensation investments(of which 123 million was offset in general expenses).

General expenses (Other operating income and expenses) decreased by 538 million (23%) to 1,768 million.On a constant exchange rate basis, general expenses decreased by 408 million (18%). Excluding 123 millionrelated to the decrease in market value of incentive compensation investments, general expenses decreased by285 million (12%) due to (i) employee compensation expenses (11% or 151 million) from workforce reductionpartly offset by 44 million of severance costs, (ii) promotion and servicing (18% or 89 million) from lower sales,and (iii) other expenses (9% or 41 million) notably due to favorable litigation outcome.

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

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

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

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

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

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

Income tax expensesincreased by 101 million to 317 million. On a constant exchange rate basis, income taxexpenses increased by 130 million (+60%) due to +15% higher pre tax-earnings, a higher effective tax rate resultingfrom increased earnings from foreign subsidiaries, and the non recurrence of the reversal of deferred tax liability fromprior period (81 million).

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

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

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AXA Investment Managers (AXA IM)

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

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

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

Assets Under Management (AUM)decreased by 63 billion from year-end 2007 to 485 billion at the end of 2008as 2 billion net new money (including 6 billion in AXA Group Main funds, 3 billion in Institutional and 7 billion inretail clients), and 17 billion change in scope (AXA MPS for 10 billion, AXA IM Korea for 9 billion, 2 billion Private

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Equity and Real estate due to further transfer of Winterthur assets and the Netherlands for 4 billion), were more thanoffset by 61 billion negative market impact due to the equity market turmoil, and 20 billion unfavorable exchangerate impact.

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

Net investment resultdecreased by 89 million to 54 million. On a constant exchange rate basis, net investmentresult decreased by 87 million mainly due to 48 million negative change in fair value in Libor plus fund and30 million decrease in carried interest related to the performance of a real estate fund.

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

Income taxdecreased by 21 million (19%) to 86 million, or by 11 million (11%) on a constant exchange ratebasis, driven by lower pre-tax earnings.

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

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

Assets under management (AUM)increased by 64 billion to 548 billion from year-end 2006. This variationwas driven by 5 billion Net New Money (including 5 billion from Third-party institutional clients), 7 billion marketappreciation and 68 billion change in scope (mainly from the integration of Winterthur), partly offset by 16 billionunfavorable exchange rate variation.

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

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

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

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BANKING

The tables below present the gross revenues and net income for the Banking segment for the periods indicated:

CONSOLIDATED GROSS REVENUES

|(in Euro million)                           | 
|------------------------------------------- | 
|                                            | 
|Axa Bank Europe (Belgium)                   | 
|AXA Banque (France)                         | 
|Others (a)                                  | 
|TOTAL                                       | 
|Intercompany transactions                   | 
|Contribution to consolidated gross revenues | 

(a) includes notably German banks.

NET INCOME

|(in Euro million)          | 
|-------------------------- | 
|                           | 
|                           | 
|AXA Bank Europe (Belgium)  | 
|AXA Banque (France)        | 
|Others (a)                 | 
|Contribution to net income | 

(a) includes notably German banks

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

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

AXA Bank Europe (Belgium)

Net banking revenuesdecreased by 22 million (9%) to 224 million. On a constant exchange rate, net bankingrevenues increased by 33 million (+15%) to 249 million after intercompany elimination mainly due to higher netinterest and fee income, partly offset by a strong decrease of the net realized capital gains and impairments on equitiesand CDOs and the unfavorable change in fair value of mutual funds and other assets covered with a fair value hedgeor natural hedge.

Net incomedecreased by 37 million to 24 million driven by a strong decrease of the net realized capital gainsand impairments on equities and CDOs due to the unfavorable performance of stock markets and of the credit crisis(58 million), the negative change in fair value of mutual funds and other assets covered with a fair value hedge ornatural hedge (24 million) and by an increase in expenses (22 million) following the expansion of the bankingactivity to other countries. This decrease was partly offset by a higher interest margin (+42 million) and by lowerWinterthur integration costs (+15 million).



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AXA Banque (France)

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

Net incomeincreased by 15 million to 11 million resulting from a favorable impact of the change in fair value ofmacro-hedging derivative instruments (from 4 million to 23 million), partly offset by the development cost of thecommercial activity in savings and current accounts.

AXA Bank (Germany)

Net banking revenuesdecreased by 11 million (45%) to 13 million. On a constant exchange rate, net bankingrevenues decreased by 8 million (43%) due to a reduced commission margin mainly from lower fees on mutual fundbusiness, credit business and higher commissions paid for new term accounts as well as a bond impairment.

Net incomedecreased by 2 million to 4 million due to a bond impairment.

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

AXA Bank Europe (Belgium)

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

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

AXA Banque (France)

Net incomeincreased by 14 million to 4 million, reflecting a 14 million less negative impact of the change in fairvalue of macro-hedge derivative instruments (from 17 million to 4 million).

AXA Bank (Germany)

Net banking revenuesdecreased by 3 million to 24 million before intercompany elimination mainly due toincreasing refinancing expenses for the credit business.

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



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HOLDINGS AND OTHER COMPANIES

The Holdings and other companies include AXAs non-operating companies, and consist mainly of AXA parentcompany, AXA France Assurance, AXA Financial, AXA Asia Pacific Holdings, AXA United Kingdom Holdings,AXA Germany Holdings, AXA Belgium Holdings, CDOs and real estate companies.

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

|(in Euro million)              | 
|------------------------------ | 
|                               | 
|                               | 
|AXA SA                         | 
|Other French Holding companies | 
|Foreign Holding companies      | 
|Others                         | 
|Contribution to net income     | 

YEAR ENDED DECEMBER 31, 2008 COMPAREDTO YEAR ENDED DECEMBER 31, 2007

Net incomeincreased by 269 million to 19 million in 2008. On a constant exchange rate basis, net income wasup 218 million mainly due to:

(i) AXA SAs net income up 980 million to 448 million of which 1,335 million increase in the mark-to-market (netof premiums) of equity derivatives set up to reduce the Group exposure to equities partly offset by a 96 millionhigher financial charge notably related to external growth financing and internal refinancing, a 73 million lowerprofit on hedging of earnings denominated in foreign currencies and 31 million higher tax expenses resulting fromhigher dividends received from consolidated foreign subsidiaries and losses on tax credits.

Partly offset by a decrease of 802 million to 558 million in Foreign Holding companiesdriven by:

(ii) Belgium Holdings net income down 483 million to 21 million due to the non-recurrence of the 2007 sale of theNetherlands activities (480 million).

(iii) UK Holdings net income down 267 million to 252 million mainly driven by a 189 million exchange rate lossprimarily arising from the revaluation of Euro-denominated inter-company loans.

YEAR ENDED DECEMBER 31, 2007 COMPAREDTO YEAR ENDED DECEMBER 31, 2006

Net incomeamounted to 287 million in 2007. Excluding the contribution of Winterthur in 2007 (40 million) and

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

the Netherlands activities reported in Foreign Holding companies.

The increase was also due to:

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

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

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

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Partly offset by:

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

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

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

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

GLOSSARY

Comparable basis

On a comparable basis means that the data for the current year period were restated using the prevailing foreigncurrency exchange rate for the same period of prior year (constant exchange ratebasis). It also means that data inone of the two periods being compared were restated for the results of acquisitions, disposals and business transfers(constant structuralbasis) and for changes in accounting principles (constant methodologicalbasis).

Earnings per share

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

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

Net investment result

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

Property & Casualty (including AXA Corporate SolutionsAssurance)

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

(i) current year claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on current

accident year excluding the recurring interests credited to the insurance annuity reserves, to(ii) Earned revenues, gross of reinsurance.

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

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

(ii) Earned revenues, gross of reinsurance.



Expense ratiois the ratio of:

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

(ii) Earned revenues, gross of reinsurance.



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

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

companies.

Asset management

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

LIQUIDITY AND CAPITAL RESOURCES

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.4 Liquidity and CapitalResources pages 111 to 116.

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SUPPLEMENTARY INFORMATION-CONTRACTUAL OBLIGATIONS ANDSPECIFIC INFORMATION RELATING TOOFF-BALANCE SHEET ARRANGEMENTS

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

|(in Euro million)                                                                                                                 | 
|--------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                  | 
|                                                                                                                                  | 
|Financing debt                                                                                                                    | 
|Other debt instruments issued, notes and bank overdrafts                                                                          | 
|Liabilities arising from insurance and investment contracts (d)                                                                   | 
|of which Life & Savings liabilities relating to contracts includinga surrender option with some surrender benefit before maturity | 
|Total                                                                                                                             | 

(a) Relates to payments due in 2009.

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

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

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

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

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

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

 calls on certain dates, at the Groups option, giving AXA the ability to repurchase the instrument at principal amountbefore a stated date, without penalty,

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

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



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As described above, AXA also borrowed amounts from credit institutions, amounting to 6,925 million at the end of2008, including bank overdrafts for 1,415 million (At the end of 2007: 4,873 million and 1,493 million respectively,and at the end of 2006: 4,094 million and 1,338 million respectively). Of the total amounts owed, nearly all of thearrangements are payable on demand, except those of the Company.

The table also includes the breakdown of projected payments and surrenders related to Life & Savings and Property &Casualty insurance and investment contractsexcluding contracts where the financial risk is borne by policyholders.Actual maturities may differ significantly from the estimates set out below, mainly because, as already mentioned, someof the contracts contain a surrender option controlled by the policyholder that may reduce their duration.

The projections shown above cannot be compared with the reserves carried on the balance sheet included in theconsolidated financial statements, and are higher than the published balance sheet figures because they representexpected cash flows without any discounting element. They are also shown net of inflows of periodical premiumspayable by policyholders.

In addition, from time to time, the Company and/or its subsidiaries may become involved in contractual arrangementsto which an unconsolidated entity is a party, which may assume many different forms such as guarantees, subordinatedretained interests in assets transferred, derivative instruments, obligations under variable interest entities includingspecial purpose entities and other contingent arrangements. Information on contingent commitments material to AXAcan be found in Notes to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F,specifically: Note 16 for Financing debt, Note 17 for Payables, Note 19 for derivative instruments, and Note 28 forcontingent assets and liabilities and unrecognized contractual commitments. Consistent with principles set forth inNote 1.3.1 Scope and basis of consolidation to the financial statements, (i) AXAs investments in or other arrangementswith non-consolidated special purpose entities (SPEs) do not allow AXA to exercise control over such SPEs; (ii) SPEscontrolled by AXA are consolidated as disclosed in Note 2.2 to the financial statements; and (iii) AXAs investments innon consolidated investment funds are limited to shares in these funds and do not constitute control, consequently,these funds do not meet the definition of off-balance sheet arrangements and any arrangements between AXA andthese funds are disclosed in Note 28 of the financial statements, as appropriate.

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

CONSOLIDATED CASH-FLOWS

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



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Item 6. Directors, SeniorManagement and Employees

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

Item 7. Major Shareholders andRelated Party Transactions

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

Item 8. Financial Information

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

Item 9. The Offer and Listing

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

Item 10. Additional Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,Part VI Certain additional information pages 416 to 430 and Part II, Section 2.2 Information on the Company pages14 to 16.



**83**

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Item 11. Quantitative andQualitative Disclosures AboutMarket Risk

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

Item 12. Description ofSecurities Other than EquitySecurities

Not applicable

**84**

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Part II

Item 13. Defaults, DividendArrearages and Delinquencies

None

Item 14. Material Modificationsto the Rights of SecurityHolders and Use of Proceeds

None

Item 15. Controls andProcedures

(a) Disclosure Controls and Procedures

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

**85**

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(b) Managements annual report on internal control overfinancial reporting

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

AXAs internal control over financial reporting is a process designed under the supervision of AXAs principal executiveand financial officers to provide reasonable but not absolute assurance regarding the reliability of financial reportingand the preparation of its published financial statements. Internal control over financial reporting includes policies andprocedures that:

 Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Group;

 Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial

statements in accordance with the applicable generally accepted accounting principles;

 Provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization

of management and directors of the Group; and

 Provide reasonable assurance that unauthorized acquisition, use or disposition of Group assets that could have a

material effect on the Groups financial statements would be prevented or detected in a timely manner.

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

Management conducted an evaluation of the effectiveness of AXAs internal control over financial reporting on theInternal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). Based on this evaluation, management concluded that AXAs internal control over financialreporting was effective as of December 31, 2008.

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

(c) Attestation Report of the Registered Public AccountingFirm

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

(d) Changes in Internal Controls Over Financial Reporting

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

**86**

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Item 16A. Audit CommitteeFinancial Expert

AXAs Supervisory Board has created an Audit Committee which operates in accordance with an Audit CommitteeCharter and the Rules of Procedure of the Supervisory Board that defines the Committees responsibilities. AXAsSupervisory Board has reviewed the qualifications of all Audit Committee members and believes, based on theirconsiderable business and financial experience, that all members of the Committee are financially literate, have therequisite experience and qualifications to fulfill their duties as Audit Committee members. The Supervisory Board hasdetermined that Messrs. Hamilton, Lachmann and Folz, all of whom are considered independent according to thecriteria contained in the AFEP / MEDEF Code and the Sarbanes-Oxley Act, come within the definition of financialexperts as set forth in the instructions to Item 16A, and has designated them as the Audit Committees financialexperts. For additional information concerning the Audit Committee including the scope of its responsibilities, itscomposition and the business experience and qualifications of its members, please see the AXA Group 2008 AnnualReport, Part III, Section 3.1 Directors, senior management and employees pages 129 to 130 which are incorporatedherein by reference.

Item 16B. Code of Ethics

In February 2004, AXAs Supervisory Board adopted the AXA Group Compliance and Ethics Guide (the Ethics Guide)which includes, among other policies, a Code of Ethics that applies to directors, officers and employees of AXA Groupcompanies worldwide, including AXAs principal executive, financial and accounting officers. An updated version of theEthics Guide, including a restructured Code of Ethics (which added certain new provisions) and a new whistleblowerpolicy (revised to reflect specific French rules concerning whistleblower policies), was distributed in March 2006. In2008, no amendments were made to and no waivers were granted in respect of the Code of Ethics.

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

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

Item 16C. Principal AccountantFees and Services

Fees and Services

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

**87**

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

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

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

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

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

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

Audit Committee pre-approval policies andprocedures

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

**88**

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

Item 16D. Exemptions fromthe Listing Standards for AuditCommittees

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

Item 16E. Purchases of EquitySecurities by the Issuer andAffiliated Purchasers

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

**89**

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



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



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

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



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

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



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

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



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



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



Not applicable

Item 16F. Change inRegistrants CertifyingAccountant

None

**90**

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Item 16G. CorporateGovernance

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

Many of the corporate governance rules in the NYSE Listed Company Manual (the NYSE Governance Rules) do notapply to AXA as a foreign private issuer. However, Rule 303A-11 requires foreign private issuers to describe significantdifferences between their corporate governance standards and the corporate governance standards applicable toU.S. companies listed on the NYSE. While management believes that AXAs corporate governance practices aresimilar in many respects to those of U.S. companies listed on the NYSE and provide investors with protections thatare comparable in many respects to those envisioned by the NYSE Governance Rules, there are certain importantdifferences described below.

AXAs corporate governance principles and practices reflect applicable laws and regulations in France as well as thosein the United States, including applicable provisions of the Sarbanes-Oxley Act of 2002 (Sarbanes). The compositionand responsibilities of AXAs Supervisory Board, the various Supervisory Board committees that have been established,and AXAs Management Board are set forth in the AXA Group 2008 Annual Report, Part III, Section 3.1 Directors,senior management and employees (pages 118 to 139). In addition to complying with all applicable laws and regulationsconcerning corporate governance, AXAs governance principles and practices and its financial communications alsotake into account various best practices that have developed in recent years in the French, broader European, andU.S. markets. While these best practices are often not mandatory for AXA from a technical point of view, managementbelieves that many of them have become (or will develop into) de facto market standards for large internationalcompanies 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 dialoguebetween AXAs Supervisory Board and Management Board.

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

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

**91**

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Under French law, the committees of AXAs Supervisory Board are advisory in nature and have no independent ordelegated decision making authority. This is different compared to a U.S. company listed on the NYSE where, forexample, the NYSE Governance Rules require that certain Board committees (e.g., nominating or audit committees) bevested with decision-making powers on certain matters. Under French law, ultimate decision-making authority rests withthe Supervisory Board and board committees are charged with examining matters within the scope of their charter andmaking recommendations on these matters to the Supervisory Board. In addition, under French law the decision as toappointment of a companys independent financial statement auditors belongs to the companys shareholders and mustbe made by the shareholders at their annual general meeting upon recommendation of the Supervisory Board. This isdifferent from a U.S. company listed on the NYSE where the NYSE Governance Rules require this decision to be madeby 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 independentfinancial statement auditors and for making all recommendations to the Supervisory Board with respect to these matters.Finally, unlike U.S. listed companies which are required to have one single independent financial statement auditor, Frenchlaw requires French listed companies, like AXA, to have two statutory auditors. In this respect, the requirements and spiritof French law are consistent with the overriding goal of the NYSE Governance Rules (i.e. the audit of a listed companysaccounts 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 allequity compensation plans and material revisions to such plans. The definition of equity compensation plans coversplans that provide for the grant to employees or directors of either newly issued securities or treasury securities. UnderFrench law, AXAs shareholders must approve the aggregate number of ordinary shares that may be issued by AXA inconnection with any stock option or similar equity based compensation plan that involves issuance of new shares byAXA. This shareholder approval is required regardless of whether the plan is for top management only or for employeesgenerally. Under French law, however, shareholders are not required to approve all specific terms of such plans oramendments to them. In addition to this specific requirement for stock option and similar equity based compensationplans, French law requires AXAs shareholders to approve other increases of share capital in general.

With respect to related party transactions, French law requires the Supervisory Board to approve a broadly-definedrange of transactions that could potentially create conflicts of interest between AXA, on the one hand, and its directorsand officers, on the other hand. While the precise scope of this requirement and its application may differ from thoseapplicable to U.S. companies listed on the NYSE, this requirement is generally consistent with various provisions in theNYSE 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 ExchangeAct) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the ExchangeAct. In addition, AXAs officers, directors and principal shareholders are exempt from the reporting and short-swing profitrecovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchasesand sales of AXA ordinary shares and ADRs. Moreover, AXA is not required to file periodic reports and financial statementswith the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, noris it required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, theremay be less information concerning AXA publicly available than there is for U.S. listed companies. In addition, as a foreignprivate issuer, AXAs Chief Executive Officer and Chief Financial Officer are required to file the certifications required bySections 302 and 906 of Sarbanes on an annual basis (with the filing of AXAs Annual Report on U.S. Form 20-F) rather thanon a quarterly basis as would be the case of a U.S. domestic company filing quarterly reports on Form 10-Q.

For more information regarding (i) AXAs corporate governance, please see Items 7, 9 and 10 of this Annual Report onForm 20-F, and (ii) certain risks related to our operations including certain risks related to governance and NYSE listingmatters, please see Item 3  Key information  Risk Factors of this Annual Report on Form 20-F.

**92**

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Part III

Item 17: Financial Statements

Not applicable

Item 18: Financial Statements

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

**F-1**

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Report of Independent Registered PublicAccounting Firm

To the supervisory board and shareholders of AXA

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income,of shareholders equity and of cash flows (appearing in the AXA Group 2008 Annual Report, Part V on pages 230 to412) and the financial statement schedule appearing on S-1 to S-6, present fairly, in all material respects, the financialposition of AXA and its subsidiaries at December 31, 2008, 2007 and 2006, and the results of their operations andtheir cash flows for each of the three years in the period ended December 31, 2008 in conformity with InternationalFinancial Reporting Standards as issued by the International Accounting Standards Board and in conformity withInternational Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Companymaintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, basedon criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission (COSO). The Companys management is responsible for these financial statements,for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in Managements annual report on internal controls over financial reporting,appearing under Item 15(b) of this 2008 Annual Report on Form 20-F. Our responsibility is to express opinions onthese financial statements and on the Companys internal control over financial reporting based on our integratedaudits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States) and International Standards on Auditing. Those standards require that we plan and perform the auditsto obtain reasonable assurance about whether the financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in all material respects. Our audits of the financialstatements included examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimates made by management, and evaluatingthe overall financial statement presentation. Our audit of internal control over financial reporting included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testingand evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits alsoincluded performing such other procedures as we considered necessary in the circumstances. We believe that ouraudits provide a reasonable basis for our opinions.

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

**F-2**

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

Neuilly-sur-Seine, FranceMarch 26, 2009

PricewaterhouseCoopers Audit

Michael P. Nelligan                                                Eric Dupont

**F-3**

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Schedule

AXA (Parent Company)

BALANCE SHEETAssets

|(In Euro million)                             
|----------------------------------------------
|                                              
|                                              
|FIXED ASSETS                                  
|INTANGIBLE ASSETS                             
|TANGIBLE ASSETS                               
|Land                                          
|Buildings and other fixed assets              
|FINANCIAL ASSETS                              
|Investments in subsidiaries                   
|Receivables from subsidiaries                 
|Other financial assets                        
|Loans                                         
|                                              
|CURRENT ASSETS                                
|OPERATING RECEIVABLES                         
|Tax receivables                               
|Receivables and subsidiaries current accounts
|Marketable securities                         
|Cash instruments                              
|Cash and cash equivalents                     
|Prepaid expenses                              
|                                              
|PREPAYMENTS AND ACCRUED INCOME                
|Deferred charges                              
|Bond redemption premiums                      
|Unrealized foreign exchange losses            
|TOTAL ASSETS                                  

**S-1**

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Schedule

AXA (Parent Company)

Liabilities

|                                              |  |     |  |                        |  |                        |  | (In Euro million)      | 
|--------------------------------------------- |  | --- |  | ---------------------- |  | ---------------------- |  | ---------------------- | 
|                                              |  |     |  | As at December 31,2008 |  | As at December 31,2007 |  | As at December 31,2006 | 
|SHAREHOLDERS EQUITY                          |  |     |  |                        |  |                        |  |                        | 
|CAPITAL                                       |  |     |  |                        |  |                        |  |                        | 
|Ordinary shares                               |  |     |  | 4,784                  |  | 4,719                  |  | 4,793                  | 
|CAPITAL IN EXCESS OF NOMINAL VALUE            |  |     |  |                        |  |                        |  |                        | 
|Issue premiums                                |  |     |  | 16,377                 |  | 15,910                 |  | 17,030                 | 
|Merger and contribution premiums              |  |     |  | 1,060                  |  | 1,060                  |  | 1,058                  | 
|RESERVES                                      |  |     |  |                        |  |                        |  |                        | 
|Legal reserve                                 |  |     |  | 479                    |  | 479                    |  | 433                    | 
|Specific reserves for long term capital gains |  |     |  | 2,016                  |  | 2,016                  |  | 2,016                  | 
|Other reserves                                |  |     |  | 3,866                  |  | 3,866                  |  | 3,866                  | 
|Retained earnings                             |  |     |  | 17                     |  | 714                    |  | 1,531                  | 
|Tax driven provision                          |  |     |  | 10                     |  | 4                      |  |                        | 
|Net income for the financial year             |  |     |  | (1,253)                |  | 1,765                  |  | 1,433                  | 
|                                              |  | I   |  | 27,357                 |  | 30,533                 |  | 32,159                 | 
|OTHER SHAREHOLDERS EQUITY                    |  |     |  |                        |  |                        |  |                        | 
|Perpetual subordinated notes                  |  |     |  | 5,805                  |  | 6,323                  |  | 4,824                  | 
|                                              |  | II  |  | 5,805                  |  | 6,323                  |  | 4,824                  | 
|PROVISIONS FOR CONTINGENT LIABILITIES         |  | III |  | 4,104                  |  | 1,166                  |  | 817                    | 
|LIABILITIES                                   |  |     |  |                        |  |                        |  |                        | 
|SUBORDINATED DEBTS                            |  |     |  | 6,924                  |  | 6,891                  |  | 7,976                  | 
|FINANCIAL DEBTS                               |  |     |  | 17,981                 |  | 8,576                  |  | 4,974                  | 
|OPERATING PAYABLES                            |  |     |  |                        |  |                        |  |                        | 
|Tax payables                                  |  |     |  |                        |  |                        |  | 98                     | 
|Social payables                               |  |     |  | 1                      |  | 1                      |  | 1                      | 
|OTHER PAYABLES                                |  |     |  |                        |  |                        |  |                        | 
|Debts on fixed assets                         |  |     |  | 168                    |  | 54                     |  | 54                     | 
|Other                                         |  |     |  | 208                    |  | 937                    |  | 114                    | 
|Cash instruments                              |  |     |  | 40                     |  |                        |  | 15                     | 
|Deferred income                               |  |     |  | 8                      |  | 9                      |  | 10                     | 
|                                              |  | IV  |  | 25,330                 |  | 16,469                 |  | 13,242                 | 
|PREPAYMENTS AND ACCRUED EXPENSE               |  |     |  |                        |  |                        |  |                        | 
|Unrealized foreign exchange gains             |  |     |  | 1,612                  |  | 1,117                  |  | 663                    | 
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY    |  |     |  | 64,208                 |  | 55,608                 |  | 51,707                 | 

**S-2**

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Schedule

AXA (Parent Company)

INCOME STATEMENT

|(in Euro million)                                             | 
|------------------------------------------------------------- | 
|(Years ended December 31)                                     | 
|I. RESULT ON ORDINARY ACTIVITIES                              | 
|FINANCIAL & OPERATING REVENUES                                | 
|Dividends received from subsidiaries                          | 
|Revenues on short-term investments                            | 
|Releases and expense transfers                                | 
|Other revenues                                                | 
|                                                              | 
|OPERATING EXPENSES                                            | 
|External expenses and other expenses                          | 
|Tax expenses                                                  | 
|Payroll and compensation                                      | 
|Interest expense                                              | 
|Allowances for depreciation of buildings and deferred charges | 
|Other expenses                                                | 
|                                                              | 
|OPERATING PROFIT                                              | 
|CONTRIBUTION ON COMMON OPERATIONS                             | 
|FINANCIAL OPERATIONS ON SECURITIES                            | 
|Net income on sale of short-term securities                   | 
|INVESTMENT RESULT ON SECURITIES                               | 
|PROFIT ON ORDINARY ACTIVITIES BEFORE TAX                      | 
|II. RESULT ON CAPITAL OPERATIONS                              | 
|Proceeds from the sale of fixed assets                        | 
|Releases of provisions for contingent liabilities             | 
|Releases of equity securities provisions                      | 
|Foreign exchange result                                       | 
|Net book value on the sale of fixed assets                    | 
|Allowances to provisions for contingent liabilities           | 
|Allowances to equity shares provisions                        | 
|Exceptional result                                            | 
|                                                              | 
|INCOME TAX BENEFIT / EXPENSE                                  | 
|III. NET INCOME / (LOSS) FOR THE FINANCIAL YEAR               | 

**S-3**

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Schedule

AXA (Parent Company)

STATEMENT OF CASH FLOWS

|(In Euro million)                                                             | 
|----------------------------------------------------------------------------- | 
|(Years ended December 31)                                                     | 
|Net income (Loss)                                                             | 
|Adjustments to reconcile net income to cash provided by operating activities: | 
| Net realized investment losses (gains)                                      | 
| Change in income taxes liabilities (net)                                    | 
| Changes in others assets and liabilities                                    | 
|Net cash provided by operating activities                                     | 
|Cash flows from investing activities:                                         | 
| Maturities and sales of investments                                         | 
| Purchase of investments                                                     | 
| Investments in subsidiaries                                                 | 
|Net cash provided by (used in) investing activities                           | 
|Cash flows from financing activities:                                         | 
| Additions to debt                                                           | 
| Repayment of debt                                                           | 
| Issuance of ordinary shares                                                 | 
| Decrease in shareholders equity                                            | 
| Dividends                                                                   | 
|Net cash provided by financing activities                                     | 
|Change in cash and equivalents                                                | 
|Cash and equivalents beginning of year                                        | 
|Cash and equivalents end of year                                              | 

**S-4**

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Schedule

AXA (Parent Company)Notes to Parent Company Financial Statements

1. Long-term Debt and Other Obligations

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

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

2. Guarantees

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

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

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

3. Material Differences Between French GAAP and IFRS

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

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

Other adjustments includes :

 a loss recorded in French GAAP due to a 2,181 million allowance for an exchange-rate risk provision, arising fromthe Companys policy of hedging net foreign currency investments in order to protect the Groups consolidatedshareholders equity against currency movements.In the Companys consolidated financial statements, hedge accounting is applied to net investments in subsidiaries,such that exchange rate movements have no impact on Group results. In the parent company financial statements,however, investments in subsidiaries are recorded in Euro at the historical cost, leading to unrealized exchange ratelosses on debt being fully booked in the statement of income.

**S-5**

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 A 1,335 million increase in the mark to market (net of premiums) of equity derivatives set up to reduce the Groupexposure to equities ; in French GAAP, unrealized capital gains on derivatives are not recognized in the incomestatement.

NET INCOME

|(In Euro million)                                            
|-------------------------------------------------------------
|                                                             
|Net income in accordance with French GAAP (statutory basis)  
|Dividends from subsidiaries                                  
|Contribution of consolidated subsidiaries under equity method
|Other adjustments                                            
|Net income in accordance with IFRS (consolidated basis)      

SHAREHOLDERS EQUITY

|(In Euro million)                                                     | 
|--------------------------------------------------------------------- | 
|                                                                      | 
|Shareholders equity in accordance with French GAAP (statutory basis) | 
|Equity method adjustments                                             | 
|Shareholders equity in accordance with IFRS (consolidated basis)     | 

**S-6**

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Item 19. Exhibits

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

Index

Number Description

1. (a) Statuts of the Company.(b) Règlement Intérieur of the Company.

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

3. Voting Trust Agreement dated May 12, 2002.

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

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

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

12.(a) Certification required of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Actof 2002.(b) Certification required of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of2002.

13. (a) Certification required of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Actof 2002.(b) Certification required of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of2002.

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

**E-1**

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Signatures

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

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

Date: March 27, 2009

**SS-1**

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Index to Exhibits

Index

Number Description

1. (a)
  Statuts of the Company.*(b) Règlement Intérieur
  of the Company.*

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

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

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

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

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

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

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

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



Filed
  as exhibit herewith.

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