AXA Launches Its 2008 Employee Share Offering (Shareplan 2008)

    PARIS, Aug. 18 /EMWNews/ --



    ISSUER



    AXA, ICB sectorial classification:

    Industry     : 8000, Financials

    Supersector  : 8500, Insurance

    Sector       : 8530, Non life Insurance

    Subsector    : 8532, Full line Insurance



    OBJECTIVE



    As each year, the AXA Group offers to its employees, in and outside of

France, the opportunity to subscribe to shares issued by way of a capital

increase reserved to employees. In doing so, the AXA Group hopes to

strengthen its relationship with its employees by closely associating them

with the future development and results of the Group.



    The 2008 offering, called "Shareplan 2008", will take place in about 40

countries and will involve more than 100,000 employees who will, in most

countries, be offered the opportunity to participate in both a classic

share offering and a leveraged plan offering.






    SHARES TO BE ISSUED

    -- Date of the General Shareholders' Meeting having authorized the capital

       increase: April 22nd, 2008.



    -- Dates of the Management Board's decisions: May 26, 2008 (principle of

       the offering) and expected on September 15, 2008 (fixing of the

       Reference Price and of the dates of the subscription period).



    -- Type of share proposed, maximum number: pursuant to (i) resolution 18

       adopted by the General Shareholders' Meeting of April 22, 2008 and (ii)

       the decisions of the Management Board of May 26, 2008, the offering

       will consist of the following:



       -- An issue, without preferential subscription rights for existing

          shareholders, of new shares offered at a subscription price equal

          to:



          -- under the classic share offering, for all countries: 80% of the

             Reference Price (or its value in local currency),



          -- under the leveraged offering plan, for all countries (except

             Germany): 85.85% of the Reference Price (or its value in local

             currency) and for Germany, 100% of the Reference Price.

    The Reference Price is equal to the arithmetical average of the 20

closing stock price quotes for the AXA shares on the compartment A of

Euronext Paris S.A. over a period of 20 consecutive trading days, the last

of which is the last business day before the AXA's Management Board

officially decides to launch the employee share offering, i.e. from August

18, 2008 (inclusive) to September 12, 2008 (inclusive), the Management

Board's decision is expected to take place on September 15, 2008.






       -- The maximum number of new shares, that may be issued pursuant to the

          offering is 43,668,122 shares, corresponding to a capital increase

          of a nominal amount of approximately Euro 100 million.



       -- The new shares earn dividends as of January 1, 2008.





    CONDITIONS RELATING TO SUBSCRIPTION

    -- Beneficiaries of the offering: unless local law requires otherwise, the

       individuals eligible for the offering are:



       -- Employees who, at the beginning of the subscription period, have an

          employment contract with one or more of the eligible AXA entities,

          members of an employee savings scheme, and have been employed for at

          least 3 months on a continuous or on a discontinuous basis over the

          period from January 1, 2007 to the first day of the subscription

          period, in accordance with Article L. 3342-1 of the French Labour

          Code,



       -- Ex-employees of eligible AXA entities who are retired or have taken

          early retirement provided that such persons have not asked to have

          their investment in any Group Employee Stock Purchase Plan (Plan

          d'Epargne d'Entreprise de Groupe or P.E.E.G.) or in any

          International Employee Stock Purchase Plan (Plan International

          d'Actionnariat de Groupe or P.I.A.G.), held in registered accounts

          or via one or several FCPEs, liquidated at the beginning of the

          subscription period.



       The companies eligible for the offering are those that have enrolled in

       the P.E.E.G. or in the P.I.A.G. including the amendments thereto.



    -- Existence or not of preferential subscription rights for existing

       shareholders: the issue will be without preferential subscription

       rights for existing shareholders, in favor of members of an employee

       savings scheme pursuant to the provisions of Article L.225-138-1 of the

       French Commercial Code.





    -- Terms of subscription:

       -- For the classic offer (other than in Italy, South Korea, Spain and

          the United States) the new shares will be subscribed through funds

          (FCPE) of which the employees will receive units. The employees will

          have direct voting rights at AXA's general shareholders' meetings.



          In Italy, South Korea, Spain and the United States, the shares will

          be subscribed directly by employees and will be held in registered

          accounts. They still have direct voting rights.



       -- For the leveraged plan other than in the United States, the new

          shares will be subscribed through FCPEs of which the employees will

          receive units. The employees will have direct voting rights at AXA's

          general shareholders' meetings.



          In the United States, the shares will be subscribed directly by

          employees and will be held in registered accounts. They still have

          direct voting rights.



    -- Investment limit: in accordance with Article L. 3332-10 of the French

       Labour Code, aggregate voluntary contributions by each eligible

       employee may not exceed one-fourth of that eligible employee's annual

       gross compensation or pension benefits, as the case may be (such

       investment limits could be lower pursuant to local laws). The

       investment limit for the leverage offer, within the limit of the

       quarter of the employee's annual gross compensation or pension benefits

       is calculated after taking into account the complementary contribution

       of the bank.



    -- Minimum holding period of shares: eligible employees will be obliged to

       hold their shares or fund units for a period of approximately five

       years, i.e. until April 2, 2013 in France, until July 1, 2013 for the

       rest of the world and until November 29, 2013 in Belgium, except in the

       case of a specified early exit event.



    TERMS OF EXERCISE OF EQUITY-LINKED INSTRUMENTS



    Exercise rights and the exercise price in respect of the leveraged

offering in Germany:






       -- The subscription price of each share with warrant will be the

          Reference Price. Each share will be entitled to 0,9561 warrant and

          each whole warrant will be exercisable into one additional share at

          the Reference Price.



       -- The maturity date of the warrants will be on July 1, 2013, except in

          the case of an early exit event.





    TIMETABLE FOR THE OFFERING

       -- Fixing period to determine the Reference Price: from August 18, 2008

          (inclusive) to September 12, 2008 (inclusive). Hedging transactions

          relating to the leveraged offering may be carried out by a financial

          institution during this period, and could continue to be implemented

          until the end of Shareplan 2008.



       -- The subscription period: expected to run from September 24, 2008

          (inclusive) to October 9, 2008 (inclusive) for all countries

          (excluding Belgium) and from September 24, 2008 (inclusive) to

          October 23, 2008 (inclusive) for Belgium, subject to confirmation by

          AXA's Management Board.



       -- Date of capital increase: expected on November 28, 2008.



    HEDGING TRANSACTIONS



    The implementation of the leveraged plan may lead the financial

institution acting as the counterparty to the swap transaction to undertake

hedging transactions prior to the implementation of the plan, as from the

date of publication of this press release and over the entire course of the

plan.



    LISTING



    Listing of the new shares on the compartment A of Euronext Paris S.A.

(Euroclear France Code: 12062) and on the New York Stock Exchange in the

form of American Depositary Shares (ADS), each ADS representing one

ordinary AXA share, will be requested as soon as possible after the capital

increase expected on November 28, 2008 and will be completed at the latest

by December 31, 2008 on the same line as the existing shares.



    OTHER INFORMATION



    The regulations and information notices relating to the Funds through

which the employees may participate in the offering received the approval

of the AMF (Autorite des marches financiers) on June 20, 2008.



    This press release is intended to satisfy the requirements of the AMF

regulations, pursuant to Article 212-4-5 of the AMF's General Regulations

and Article 14 of Instruction # 2005-11 dated December 13, 2005.



    The offering will take place in France and outside France, including in

the United States where the offering has been registered with the

Securities and Exchange Commission ("SEC") on a Form S-8 on August 1, 2008,

# 333-152695.



    CONTACT FOR EMPLOYEES



    For questions relating to the present share offer, please contact your

Human Resources Department.

    About AXA



    AXA Group is a worldwide leader in Financial Protection. AXA's

operations are diverse geographically, with major operations in Europe,

North America and the Asia/Pacific area. AXA had Euro 1,281 billion in

assets under management as of December 31, 2007. For full year 2007, IFRS

revenues amounted to Euro 93.6 billion and IFRS adjusted earnings to Euro

6.1 billion.



    The AXA ordinary share is listed on compartment A of Euronext Paris

under the ticker symbol CS (ISIN FR0000120628 - Bloomberg: CS FP - Reuters:

AXAF.PA). The American Depository Share is also listed on the NYSE under

the ticker symbol AXA.




    This press release is available on the AXA Group website: http://www.axa.com





    AXA Investor Relations

    Etienne Bouas-Laurent:   +33 1 40 75 46 85

    Paul-Antoine Cristofari: +33 1 40 75 73 60

    Emmanuel Touzeau:        +33 1 40 75 49 05





    AXA Media Relations

    Christophe Dufraux:      +33 1 40 75 46 74

    Clara Rodrigo:           +33 1 40 75 47 22

    Laurent Secheret:        +33 1 40 75 48 17

    Armelle Vercken:         +33 1 40 75 46 42





    WARNING

    AXA shares are listed on the Paris Stock Exchange and the NYSE in ADS form.    The offering was registered with the SEC on a Form S-8 on August 1,

2008, # 333-152695.



    This release is not an offer to sell or the solicitation of an offer to

buy securities nor shall there be any sale of securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of such

jurisdiction. It appears as a matter of information only.



    The offering will only be carried out in those countries in which all

filing procedures and/or required notifications will have been undertaken

and in which authorizations will have been granted, and where the

procedures associated with informing or consulting with employee

representatives will have been completed.



    This press release is not intended for, and copies thereof should thus

not be distributed to, countries in which such filings, notifications,

consultations and/or information procedures have not yet been carried out

or in which authorizations have not been granted. This concerns, in

particular, Belgium, Canada, China, Germany, the Netherlands, the

Philippines, Portugal, Switzerland, Turkey and the United States, where

AXA's employee offering may be subject to certain restrictions, including

the prior approval of the relevant authorities. This could, however, also

involve other countries.



    Certain statements contained herein are forward-looking statements

including, but not limited to, statements that are predications of or

indicate future events, trends, plans or objectives. Undue reliance should

not be placed on such statements because, by their nature, they are subject

to known and unknown risks and uncertainties and can be affected by other

factors that could cause actual results and AXA's plans and objectives to

differ materially from those expressed or implied in the forward looking

statements (or from past results). These risks and uncertainties include,

without limitation, the risk of future catastrophic events including

possible future terrorist related incidents. Please refer to AXA's Annual

Report on Form 20-F for the year ended December 31, 2007 and AXA's Document

de Reference for the year ended December 31, 2007, for a description of

certain important factors, risks and uncertainties that may affect AXA's

business. AXA undertakes no obligation to publicly update or revise any of

these forward-looking statements, whether to reflect new information,

future events or circumstances or otherwise.