PARIS, Aug 25, 2009 /PRNewswire-FirstCall via COMTEX/ ----ISSUER (www.axa.com)

   
   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 2009 offering, called "SharePlan 2009", will take place in 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 30, 2009.
   
   

   --  Dates of the Management Board's decisions: June 29, 2009 (principle
   of the offering), July 29, 2009 (fixing of the booking period) and
   expected on October 29, 2009 (fixing of the Reference Price and of the
   dates of the retraction/subscription period).
   
   

   --  Type of share proposed, maximum number: pursuant to (i) resolution 20th
   adopted by the General Shareholders' Meeting of April 30, 2009 and
   (ii) the decisions of the Management Board of June 29, 2009 and July 29,
   2009, the offering will consist of the following:
   
   

   
   -- An issue, without preferential subscription rights for existing
   shareholders, of new ordinary shares offered, for all countries,
   at a subscription price equal to 80% of the Reference Price
   under the classic share offering and the leveraged plan offering.
   
   The Reference Price is equal to the arithmetical average of the
   20 opening 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 AXA's Management Board officially decides to launch
   the employee share offering, i.e. from October 1, 2009
   (inclusive) to October 28, 2009 (inclusive), the Management
   Board's decision is expected to take place on October 29, 2009.
   
   -- The maximum number of new shares that may be issued pursuant to
   the offering is 65,502,183 shares, corresponding to a capital
   increase of a nominal amount of approximately Euro 150 million.
   
   -- The new shares will be eligible for dividends declared in
   respect of period as of January 1, 2009.
   
   

CONDITIONS RELATING TO SUBSCRIPTION

   --  Beneficiaries of the offering: unless local law requires otherwise, the
   individuals eligible for the offering are:
   --  Employees having an employment contract (open-ended or fixed-term)
   with one or more of the eligible AXA entities, members of an
   employee savings scheme, who are on the payroll on the first day of
   the booking period, and having as at the last day of the
   retraction/subscription period at least three months of prior
   continuous or discontinuous service over the period running from
   January 1, 2008 to the last day of the retraction/subscription
   period, pursuant to Article L.3342-1 of the French Labor Code;
   --  Former employees of eligible entities (retired or semi-retired from
   these entities), having kept assets in an Employee Stock Ownership
   Funds (FCPE) and/or securities in a nominative account within the
   AXA International Employee Stock Purchase Plan (Plan International
   d'Actionnariat de Groupe or P.I.A.G.) or the AXA French
   Employee Stock Purchase Plan (Plan d'Epargne d'Entreprise
   de Groupe or P.E.E.G.);
   
   --  As well as general insurance agents in France having an individual
   mandate with an entity member of the P.E.E.G. and who market the
   products of such entity. This agreement must have come into effect
   for at least three months on the last day of the
   retraction/subscription period, pursuant to Articles L.3342-1 and
   D.3331-3 of the French Labor Code.
   
   

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
   FCPEs 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.
   
   

   --  Investment limit: in accordance with Article L.3332-10 of the French
   Labor Code, aggregate voluntary contributions by each eligible employee
   may not exceed one-fourth of that eligible employee's annual gross
   compensation or pension benefits(1), 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 banking partner (Societe Generale).
   
   

   --  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 1, 2014 in France, until July 1, 2014 for the
   rest of the world and until December 12, 2014 in Belgium, except in the
   case of a specified early exit event.
   
   

TIMETABLE FOR THE OFFERING

   --  Unknown subscription price booking period: from September 1, 2009
   (inclusive) to September 16, 2009 (inclusive).
   

      --  Fixing period to determine the Reference Price: from October 1, 2009
   (inclusive) to October 28, 2009 (inclusive) (subject to the fixing of
   the retraction/ subscription period by the Management Board at its
   meeting of October 29, 2009).
   
   

   --  Retraction/subscription period: expected to run from November 2, 2009
   (inclusive) to November 6, 2009 (inclusive), subject to the decision of
   AXA's Management Board.
   
   

   --  Date of capital increase: expected on December 11, 2009.
   
   

HEDGING TRANSACTIONS

The implementation of the leveraged plan may lead the financial institution acting as the counterparty to the swap
transaction (Societe Generale) to undertake hedging transactions prior to the implementation of the plan, in particular as
from the beginning of the fixing period 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 December 11, 2009 and will be completed at the latest
by December 31, 2009 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 July 31, 2009.

This press release is intended to satisfy the requirements of the regulation, 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 July 31, 2009, # 333-160927.

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. For 1H09, IFRS revenues amounted to Euro 48.4 billion and IFRS underlying
earnings to Euro 2.1 billion. AXA had Euro 967 billion in assets under management as of June 30, 2009.

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: www.axa.com

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 July 31, 2009, # 333-160927.

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 or preparation of a
prospectus 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 a prospectus
has not been approved or such an exemption has not been made available
or in which all required filings, notifications, consultations and/or
information procedures have not yet been achieved or required
authorizations have not yet been granted. This concerns, in particular,
Australia, Canada, China, Morocco, Portugal, Thailand, and Turkey,
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, 2008 and AXA's Document de
Reference for the year ended December 31, 2008, 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.

(1) As regards general insurance agents in France, only their professional incomes declared as income tax with regard
to the past year will be taken into account.

SOURCE AXA