Special Committees

Composition

As of April 30, 2009, the Compensation Committee had three members all of whom were determined to be independent by the Supervisory Board in accordance with the criteria set forth in the AFEP / MEDEF Code. At April 30, 2009 the Committee members were: Messrs. Norbert Dentressangle (Chairman), Anthony Hamilton and Gérard Mestrallet.

Missions and activities

The Compensation Committee has the following principal missions:

• to make proposals to the Supervisory Board on (i) the compensation of the Chairman of the Supervisory Board, (ii) the compensation of each Management Board member, (iii) the aggregate amount of directors' fees for the Supervisory Board
• to be proposed to the General Meeting of shareholders, and (iv) the allocation of Company stock options and performance shares to the members of the Management Board;
• to formulate an opinion on the proposals of the Management Board concerning executive compensation for key Group management personnel including allocation of Company stock options and performance shares;
• to be informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries for their principal executive officers.

The Compensation Committee met four times in 2008. The average attendance rate was 86.67% and the Committee focused, in particular on the following matters:

• compensation paid to members of the Management Board and of the Executive Committee;
• compensation policy and principles;
• stock option and performance share allocation;
• Directors' fees for Supervisory Board members;
• AFEP / MEDEF recommendations of October 2008 concerning executive compensation.