AXA (AXA)

Article 7 - Compensation Committee

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

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

2.1     The Committee shall propose to the Supervisory Board:

-     the compensation of the Chairman of the Supervisory Board,

-     the compensation of each member of the Management Board,

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

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

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

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

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

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

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

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

Article 7 – Compensation Committee

1.     Pursuant to Article 12-4 of the articles of association, a special Committee called the
"Compensation Committee".

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

2.1    The Committee shall propose to the Supervisory Board:

-     the compensation of the Chairman of the Supervisory Board,

-     the compensation of each member of the Management Board,

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

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

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

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

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

2.3    The Management Board shall inform the Committee of the pay of the managers of
the AXA Group that are set by the boards of the principal companies controlled by
the company.

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

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

Article 7 – Compensation Committee

1.     Pursuant to Article 12-4 of the articles of association, a special Committee called the
"Compensation Committee".

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

2.1     The Committee shall propose to the Supervisory Board:

-     the compensation of the Chairman of the Supervisory Board,

-     the compensation of each member of the Management Board,

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

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

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

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

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

2.3     The Management Board shall inform the Committee of the pay of the managers of
the AXA Group that are set by the boards of the principal companies controlled by
the company.

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

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

Compensation Committee

As of December 31, 2006, the Compensation Committee had four independent members who qualify as independent
pursuant to the criteria set forth in the Bouton Report: Henri Hottinguer (Chairman), David Dautresme, Anthony
Hamilton and Gérard Mestrallet.

On February 27, 2006, Jean-René Fourtou left this Committee. On May 14, 2007, Henri Hottinguer and David Dautresme
left this Committee, when they left the Supervisory Board and were replaced by Jacques de Chateauvieux as Chairman
and Norbert Dentressangle.

The Committee met three times in 2006. The global attendance rate was 77%.

The Compensation Committee:

– makes recommendations to the Supervisory Board on compensation levels for Management Board members, on the
amount of directors’ fees to be submitted to a vote by the shareholders, and on proposed stock options grants to
members of the Management Board;

– examines the performance of the Management Board members and gives an account of its conclusions to the
Supervisory Board;

– issues an opinion on Management Board recommendations related to the policies and procedures governing
executive pay and the Company’s proposed stock option grants to employees; and

– is informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries.

Article 7 – Compensation Committee

1.

Pursuant to Article 12-4 of the articles of association, a special committee called the "Compensation Committee".

2.

This committee's assignments shall be as follows:

2.1

The committee shall propose to the Supervisory Board:

*

the compensation of the Chairman of the Supervisory Board,

*

the compensation of each member of the Management Board,

*

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

*

the allocations of the company's stock options to the members of the Management Board.

2.2

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

*

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

*

any plan to allocate the company's stock options to employees of the AXA Group, of which the list of beneficiaries and the number of options allocated will be appended to the minutes of the meeting.

2.3

The Management Board shall inform the committee of the pay of the managers of the AXA Group that are set by the boards of the principal companies controlled by the company.

3.

The committee shall be made up of at least three members and at most six.

4.

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

Compensation Committee

The Compensation Committee had four members on December 31, 2004: Henri Hottinguer (Chairman), David Dautresme, Jean-René Fourtou and Anthony Hamilton. Three of its members on that date met the Bouton independence criteria.

On February 23, 2005, Gérard Mestrallet became member of this Committee.
The Committee met five times in 2004. The global attendance rate was 85%.

The Compensation Committee:

• makes recommendations to the Supervisory Board on compensation levels for Management Board members, on the amount of directors’ fees to be submitted to a vote of the shareholders, and on proposed stock options grants to members of the Management Board;
• issues an opinion on Management Board recommendations related to the policies and procedures governing executive pay and the Company’s proposed stock option grants to employees; and
• is informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries.

In 2004, the principal matters handled by the Compensation Committee included:

• compensation paid to members of the Management Board and the Executive Committee;
• the total number of stock options to be granted to employees of the AXA Group, the allotment of stock options to members of the Management Board, and information on the stock options granted to employees by each operating unit;
• projected changes in the supplementary pension plan for French executives; and
• compensation and benefits policy for AXA Group executives.

For its work on executive compensation, the Compensation Committee used the findings of comparative studies conducted by a specialized outside consulting firm.

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Management board

The Management Board is the Company’s collegial decision-making body.

The Management Board holds weekly meetings to discuss Group strategy and operations.

It operates in accordance with a set of internal regulations.

Acting on the recommendation of its Selection and Governance Committee, the Supervisory Board voted on January 15, 2003 to reappoint the members of the Management Board to a second three-year term of office when their terms expired on January 19, 2003. The current term of office will come up for renewal in January 2006.

Current members of the Management Board:

• Henri de Castries (50), Chairman,
• Claude Brunet (47), Transversal Operations and Projects, Human Resources, Brand and Communication,
• Christopher Condron (57), Insurance in the United States and Alliance Capital,
• Denis Duverne (51), Finance, Control and Strategy,
• François Pierson (57), Insurance in France, Large Risks, Assistance and AXA Canada.

Each Management Board member is assigned responsibility for a specific aspect of Company management.

Members of the Management Board devote their time exclusively to the management of the Group.

Executive committee

The Executive Committee’s principal mission is to review and execute AXA’s strategy.

The Committee’s composition reflects the structure of the AXA Group. It includes, mainly, members of the Management Board and the CEOs of the Group’s principal business units.

The fifteen members of the Group’s Executive Committee, including eight non-French nationals, conduct quarterly business reviews (QBR), during which performance is reviewed. These reviews were introduced in 2000 to provide a clear and consistent framework for:

• reviewing operational performance and monitoring the progress of key projects using quantifiable standards of measurement defined in collaboration with the Management Board;
• assessing the status of transversal projects; and
• exchanging ideas and information on key strategic orientations.

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Business units and subsidiaries

Compensation Committee

The Compensation Committee had four members on Decem-ber 31, 2004: Henri Hottinguer (Chairman), David Dautresme, Jean-René Fourtou and Anthony Hamilton. Three of its members on that date met the Bouton independence criteria.

On February 23, 2005, Gérard Mestrallet became member of this Committee.

The Committee met 5 times in 2004. The global attendance rate was 85%.

The Compensation Committee:

• makes recommendations to the Supervisory Board on compensation levels for Management Board members, on the amount of directors’ fees to be submitted to a vote of the shareholders, and on proposed stock options grants to members of the Management Board;
• issues an opinion on Management Board recommendations related to the policies and procedures governing executive pay and the Company’s proposed stock option grants to employees; and
• is informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries.

In 2004, the principal matters handled by the Compensation Committee included:

• compensation paid to members of the Management Board and the Executive Committee;
• the total number of stock options to be granted to employees of the AXA Group, the allotment of stock options to members of the Management Board, and information on the stock options granted to employees by each operating unit;
• projected changes in the supplementary pension plan for French executives; and
• compensation and benefits policy for AXA Group executives.

For its work on executive compensation, the Compensation Committee used the findings of comparative studies conducted by a specialized outside consulting firm.