AXA has a dual corporate governance structure consisting of a Management Board and a Supervisory Board.

The Supervisory Board oversees the efficient operation of the Company and reports to shareholders. The Supervisory Board appoints the Chairman and members of the Management Board and supervises executive management.

AXA's Supervisory Board has established four Committees to review specific matters and report back to the Supervisory Board (the Audit Committee, the Finance Committee, the Selection, Ethics, Governance and Human Resources Committee and the Compensation Committee).

The general principles of AXA's executive compensation policy have been presented to the Compensation Committee of the Supervisory Board.

The Management Board is the company's decision-making body.

Based on a proposal from its Chairman, Jacques de Chateauvieux, the Supervisory Board of AXA has decided to propose to the next Annual Shareholders' meeting on April 29, 2010, a modification of the Group's existing corporate governance structure from a dual board structure (Management Board and Supervisory Board) to a single board structure with a Board of Directors (Conseil d'Administration).

The modification proposed by the Supervisory Board will streamline operational decision-making processes to prepare the Group for future challenges. This change is part of a natural and ongoing review of the strategy and the internal organization of the Group.

Under the new governance structure, assuming shareholders and Board approvals are obtained, Jacques de Chateauvieux will remain a member of the new Board and Henri de Castries, currently Chairman of AXA's Management Board, will become Chairman and Chief Executive Officer (Président Directeur Général). Denis Duverne, currently Group Chief Financial Officer and a member of AXA's Management Board, will join the Board of Directors as Deputy Chief Executive Officer (Directeur Général Délégué) and will also continue to oversee the Group's finance activities. The new Board will adopt an organization that is compliant with the recommendations of the French code of corporate governance AFEP/MEDEF.