AXA FINANCIAL INC, SC 14D9, EX-99.(E)(8), 2000-11-22

AXA FINANCIAL INC
SC 14D9, EX-99.(E)(8), 2000-11-22
LIFE INSURANCE

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<PAGE>

EXHIBIT (e)(8)

SELECTED PORTIONS
OF
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2000

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 1, 2000 by (i) each person known to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
director, director nominee, and named executive officer of the Company and (iii)
all directors, director nominees, and executive officers of the Company, as a
group. This information reflects a two-for-one Common Stock split in the form of
a 100% stock dividend issued on October 1, 1999. Except as noted below, each
holder listed below has sole investment and voting power with respect to the
shares beneficially held by such holder.

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------- ----------------

<S> <C> <C>
AXA (1)..................................... 261,236,342 60.3%
Claude Bebear (2)(16)....................... 93,332 *
John S. Chalsty (3)......................... 232,000 *
Francoise Colloc'h (2)(17).................. 49,998 *
Henri de Castries (2)(18)................... 86,665 *
Claus-Michael Dill (2)...................... 0 *
Joseph L. Dionne (19)....................... 4,125 *
Jean-Rene Fourtou (2)(4)(19)................ 4,329 *
Jacques Friedmann (2)....................... 0 *
Robert E. Garber (5)........................ 233,633 *
Jerome S. Golden (6)........................ 147,068 *
Donald J. Greene (7)(19).................... 4,510 *
Anthony J. Hamilton (2)(19)................. 12,029 *
John T. Hartley (8)......................... 4,074 *
John H.F. Haskell, Jr. (19)................. 4,029 *
Michael Hegarty (2)(9)...................... 296,794 *
Nina Henderson (19)......................... 2,029 *
W. Edwin Jarmain (10)(19)................... 22,029 *
Edward D. Miller (2)(11).................... 732,711 *
Didier Pineau-Valencienne (2)(19)........... 2,029 *
George J. Sella, Jr. (19)................... 2,029 *
Jose S. Suquet (12)......................... 395,913 *
Peter J. Tobin (13)......................... 6,722 *
Stanley B. Tulin (14)....................... 278,753 *
Dave H. Williams (15)....................... 200,000 *
All directors, director nominees,
and executive officers
as a group (25 persons)..................... 3,031,434 *

</TABLE>

* Number of shares listed represents less than one percent (1%) of the number
of shares of Common Stock outstanding. (1) Includes 28,000,000 shares of
Common Stock beneficially owned by Lor Finance, S.A. ("Lor Finance"), a
subsidiary of AXA, in connection with a stock compensation plan for key
employees of AXA and its affiliates, and 46,740,898 shares of Common Stock
beneficially owned by various other subsidiaries of AXA. For insurance
regulatory purposes, the shares of capital stock of the Company beneficially
owned by AXA and its subsidiaries have been deposited in the Voting Trust,
which has an initial term of ten years, commencing May 12, 1992. The Voting
Trustees are Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre,
each of whom serves either on the Management Board (in the case of Mr. Bebear)
or Supervisory Board (in the case of Messrs. Garnier and de Clermont-Tonnerre)
of AXA. The

(Footnotes continued on next page)

1
<PAGE>

EXHIBIT (e)(8)

(Footnotes continued from previous page)

Voting Trustees have agreed to exercise their voting rights to protect
the legitimate economic interests of AXA, but with a view to ensuring
that certain of its minority shareholders do not exercise control over
the Company or certain of its insurance subsidiaries. Exhibit A hereto
contains additional information, including addresses, as to AXA and
certain direct and indirect shareholders of AXA, who may be deemed to own
beneficially all shares of the Company's stock beneficially owned by AXA
and to have shared power to vote or to dispose of the shares beneficially
owned by AXA. (2) Excludes shares beneficially owned by AXA. Messrs.
Bebear, de Castries, and Miller and Ms. Colloc'h are members of AXA's
Management Board. Messrs. Fourtou, Friedmann, Hamilton, and
Pineau-Valencienne are members of AXA's Supervisory Board. Messrs. Dill
and Hegarty are members of AXA's Executive Board. (3) Includes 200,000
shares subject to options held by Mr. Chalsty, which options Mr. Chalsty
has the right to exercise presently or within 60 days. (4) Mr. Fourtou
owns 2,300 of these shares jointly with his spouse, Janelly Fourtou. (5)
Includes 205,633 shares subject to options held by Mr. Garber, which
options Mr. Garber has the right to exercise presently or within 60 days.
(6) Includes 97,255 shares subject to options held by Mr. Golden, which
options Mr. Golden has the right to exercise presently or within 60 days,
and 27,750 shares owned by Linda Golden, Mr. Golden's spouse. (7) Mr.
Greene owns 2,481 of these shares jointly with his spouse, Mary Greene.
(8) Represents 2,038 shares for which Mr. Hartley acts as Trustee for the
John T. Hartley Trust and 2,036 shares (including reinvested dividends)
received as of March 1, 2000 under the Company's Stock Plan for Directors
(see "Compensation of Directors"). (9) Includes 295,956 shares subject to
options held by Mr. Hegarty, which options Mr. Hegarty has the right to
exercise presently or within 60 days. (10) Includes 20,000 shares owned
by Jarmain Group, Inc. Mr. Jarmain controls Jarmain Group, Inc. (11)
Includes 732,511 shares subject to options held by Mr. Miller, which
options Mr. Miller has the right to exercise presently or within 60 days.
(12) Includes 336,300 shares subject to options held by Mr. Suquet, which
options Mr. Suquet has the right to exercise presently or within 60 days.
(13) Mr. Tobin owns 6,000 of these shares jointly with his spouse, Mary
Tobin. Also includes 721 shares issuable on a deferred basis as of March
1, 2000 under the Company's Stock Plan for Directors and 1 additional
deferred share representing dividends attributable to such shares (see
"Compensation of Directors"). (14) Includes 253,280 shares subject to
options held by Mr. Tulin, which options Mr. Tulin has the right to
exercise presently or within 60 days, and 8,000 shares owned jointly by
Mr. Tulin and his spouse, Riki P. Tulin. (15) Represents 200,000 shares
subject to options held by Mr. Williams, which options Mr. Williams has
the right to exercise presently or within 60 days. (16) Represents 93,332
shares subject to options held by Mr. Bebear, which options Mr. Bebear
has the right to exercise presently or within 60 days. (17) Represents
49,998 shares subject to options held by Ms. Colloc'h, which options Ms.
Colloc'h has the right to exercise presently or within 60 days. (18)
Represents 86,665 shares subject to options held by Mr. de Castries,
which options Mr. de Castries has the right to exercise presently or
within 60 days. (19) Includes 2,023 shares issuable on a deferred basis
as of March 1, 2000 under the Company's Stock Plan for Directors and 6
additional deferred shares representing dividends attributable to such
shares (see "Compensation of Directors").

2
<PAGE>

EXHIBIT (e)(8)

The following tables set forth certain information regarding the beneficial
ownership of common stock of AXA, Finaxa, a shareholder of AXA described in
Exhibit A, Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and DLJdirect(1), and of
limited partnership interests ("Units") in Alliance Capital Management Holding
L.P. ("Alliance Holding") and Alliance Capital Management L.P. ("Alliance") as
of March 1, 2000 by (i) each director, director nominee, and named executive
officer of the Company who beneficially owns any shares of AXA's, Finaxa's,
DLJ's, or DLJdirect's common stock or Alliance Holding or Alliance Units and
(ii) all directors, director nominees, and executive officers as a group. Except
as otherwise listed below, no director, director nominee, or executive officer
of the Company beneficially owns any shares of common stock of AXA or Finaxa or
any equity interest in any subsidiary of the Company other than directors'
qualifying shares.

AXA COMMON STOCK
<TABLE>
<CAPTION>

NUMBER PERCENT
NAME OF SHARES OF CLASS
--------- --------

<S> <C> <C>
Claude Bebear (1)...................................... 288,046 *
John S. Chalsty (2).................................... 11,250 *
Francoise Colloc'h (3)................................. 104,220 *
Henri de Castries (4).................................. 122,750 *
Jean-Rene Fourtou...................................... 1,623 *
Jacques Friedmann (5).................................. 25,154 *
Robert E. Garber (6)................................... 3,500 *
Jerome S. Golden (7)................................... 3,000 *
Anthony J. Hamilton.................................... 1,000 *
John H.F. Haskell, Jr.................................. 500 *
Michael Hegarty (8).................................... 3,750 *
Edward D. Miller (9)................................... 12,500 *
Didier Pineau-Valencienne.............................. 664 *
Jose S. Suquet (10).................................... 5,000 *
Stanley B. Tulin (11).................................. 8,500 *
Dave H. Williams (12).................................. 10,000 *
All directors, director nominees, and
executive officers as a group
(25 persons)........................................... 605,707 *
</TABLE>

* Represents less than one percent (1%) of the outstanding common stock of
AXA. Holdings of AXA American Depositary Shares are expressed as their
equivalent in AXA common stock. (1) Includes 23 shares owned by Mr. Bebear's
spouse, Catherine Bebear, and 93,250 shares subject to options held by Mr.
Bebear, which options Mr. Bebear has the right to exercise presently or within
60 days. (2) Includes 10,000 shares subject to options held by Mr. Chalsty,
which options Mr. Chalsty has the right to exercise presently or within 60
days. (3) Includes 5,150 shares owned by Ms. Colloch's minor child, and 89,950
shares subject to options held by Ms. Colloc'h, which options Ms. Colloc'h has
the right to exercise presently or within 60 days. (4) Includes 7,500 shares
owned by Mr. de Castries' three minor children, and 59,125 shares subject to
options held by Mr. de Castries, which options Mr. de Castries has the right
to exercise presently or within 60 days. (5) Includes 24,000 shares subject to
options held by Mr. Friedmann, which options Mr. Friedmann has the right to
exercise presently or within 60 days. (6) Includes 3,250 shares subject to
options held by Mr. Garber, which options Mr. Garber has the right to exercise
presently or within 60 days. (7) Represents 3,000 shares subject to options
held by Mr. Golden, which options Mr. Golden has the right to exercise
presently or within 60 days. (8) Represents 3,750 shares subject to options
held by Mr. Hegarty, which options Mr. Hegarty has the right to exercise
presently or within 60 days.

(Footnotes continued on next page)

--------
1 As of November 3, 2000, Donaldson, Lufkin & Jenrette, Inc. has been
controlled by the Credit Suisse Group.

3
<PAGE>

EXHIBIT (e)(8)

(Footnotes continued from previous page)

(9) Represents 12,500 shares subject to options held by Mr. Miller, which
options Mr. Miller has the right to exercise presently or within 60 days.
(10) Represents 5,000 shares subject to options held by Mr. Suquet, which
options Mr. Suquet has the right to exercise presently or within 60 days.
(11) Includes 7,500 shares subject to options held by Mr. Tulin, which
options Mr. Tulin has the right to exercise presently or within 60 days.
(12) Represents 10,000 shares subject to options held by Mr. Williams,
which options Mr. Williams has the right to exercise presently or within
60 days.

FINAXA COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OF CLASS
--------- --------
<S> <C> <C>
Claude Bebear (1)............................................ 593,297 *
Francoise Colloc'h (2)....................................... 47,655 *
Henri de Castries............................................ 71,001 *
All directors, director nominees, and executive
officers as a group (25 persons)............................. 711,953 1.1%
</TABLE>

* Represents less than one percent (1%) of the outstanding common stock
of Finaxa.
(1) Includes 443,274 shares owned by Clauvalor, a French company
controlled by Mr. Bebear.
(2) Includes 1,661 shares held by Ms. Colloc'h's minor child, and
25,000 shares subject to options held by Ms. Colloc'h, which options
Ms. Colloc'h has the right to exercise presently or within 60 days.

ALLIANCE HOLDING AND ALLIANCE UNITS

ALLIANCE HOLDING ALLIANCE
---------------- --------
NUMBER PERCENT NUMBER
NAME OF UNITS OF CLASS OF UNITS
---- -------- -------- --------
<S> <C> <C> <C> <C>

John S. Chalsty........................................... 18,000 * 0
Henri de Castries......................................... 2,000 * 0
John T. Hartley (1)....................................... 1,460 * 0
Michael Hegarty........................................... 0 * 18,000
George J. Sella, Jr....................................... 10,000 * 0
Stanley B. Tulin.......................................... 4,000 * 0
Dave H. Williams (2)...................................... 1,009,876 1.4% 759,036
All directors, director nominees, and executive
officers as a group (25 persons).......................... 1,047,336 1.5% 777,036

</TABLE>

* Represents less than one percent (1%) of the outstanding Alliance Holding
Units. No director, director nominee, or executive officer owns more than 1% of
the outstanding Alliance Units.
(1) Represents 1,460 Alliance Holding Units owned by Martha Hartley, Mr.
Hartley's spouse. Mr. Hartley disclaims beneficial ownership of the Alliance
Holding Units owned by his spouse. (2) Includes 160,000 Alliance Holding Units
owned by Reba W. Williams, Mr. Williams' spouse.

4
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EXHIBIT (e)(8)

DLJ AND DLJDIRECT COMMON STOCK
<TABLE>
<CAPTION>
DLJ DLJDIRECT
--- ---------
NUMBER PERCENT NUMBER
NAME OF SHARES OF CLASS OF SHARES
---- --------- -------- ---------
<S> <C> <C> <C> <C>
Claude Bebear............................................. 2,000 * 0
John S. Chalsty (1)....................................... 1,998,532 1.5% 20,250
Francoise Colloc'h........................................ 2,000 * 0
Henri de Castries......................................... 2,000 * 2,500
Robert E. Garber.......................................... 1,000 * 0
John T. Hartley (2)....................................... 2,048 * 0
Michael Hegarty........................................... 0 * 2,500
W. Edwin Jarmain (3)...................................... 27,248 * 2,500
Edward D. Miller.......................................... 0 * 2,500
George J. Sella, Jr....................................... 1,046 * 2,000
Jose S. Suquet............................................ 0 * 2,000
Stanley B. Tulin (4)...................................... 1,000 * 2,500
All directors, director nominees, and executive
officers as a group (25 persons).......................... 2,036,874 1.5% 36,750

</TABLE>

* Represents less than one percent (1%) of the outstanding shares of DLJ
common stock. No director, director nominee, or executive officer owns more
than 1% of the outstanding shares of DLJdirect common stock. (1) Includes
1,500 shares of DLJ common stock owned by Jennifer Chalsty, Mr. Chalsty's
spouse; 712,552 DLJ vested restricted stock units; and 1,272,714 DLJ shares
subject to options held by Mr. Chalsty, which options Mr. Chalsty has the
right to exercise presently or within 60 days. (2) Represents 2,048 DLJ
shares for which Mr. Hartley acts as Trustee for the John T. Hartley Trust.
(3) Includes 8,000 DLJ shares and 2,500 DLJdirect shares owned by Jarmain
Group, Inc. (which is controlled by Mr. Jarmain), and 17,000 DLJ shares
subject to options held by Mr. Jarmain, which options Mr. Jarmain has the
right to exercise presently or within 60 days. (4) Represents 1,000 DLJ
shares owned jointly by Mr. Tulin and his spouse, Riki P. Tulin.

5
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EXHIBIT (e)(8)

PROPOSAL 1. ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

The Board of Directors consists of one class of directors who hold office until
the Annual Meeting of Shareholders next following their election and until their
successors shall have been elected and qualified.

Pursuant to the By-Laws of the Company, the Board has set 19 as the number of
directors to be elected at the Annual Meeting for terms ending in May 2001 or
until their respective successors shall have been elected and qualified. All of
the nominees except Mr. Dill are at the present time directors of the Company
whose current terms will expire at the 2000 Annual Meeting. Jacques Friedmann,
currently a director of the Company, is retiring from the Board of Directors as
of the 2000 Annual Meeting and is therefore not a nominee. If any nominee should
become unable to serve, the persons named as proxies on the proxy card will vote
for the person or persons the Board recommends, if any. The Board knows of no
reason why any nominee will be unavailable or unable to serve.

Set forth below is information about each nominee, including business positions
held during at least the past five years, age, other directorships held and
periods of service as a director of the Company and The Equitable Life Assurance
Society of the United States ("Equitable Life").

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES NAMED
BELOW.

CLAUDE BEBEAR, 64 Director since May 1992

Formerly Chairman of the Board of the Company (until April 1998), Mr.
Bebear has been Chairman of the Management (formerly Executive) Board (chief
executive officer) of AXA since January 1997. Prior thereto, he was Chairman and
Chief Executive Officer of AXA from 1989 to January 1997 and Chief Executive
Officer of the AXA Group from 1974 to 1989. Mr. Bebear serves as Chairman or
Director of numerous subsidiaries and affiliated companies of the AXA Group. He
is also a Director of Schneider Electric (formerly Schneider S.A.) and serves as
a Member of the Supervisory Board of Paribas.
Mr. Bebear was a Director of Equitable Life from July 1991 to April 1998.

JOHN S. CHALSTY, 66 Director since February 1996

Chairman of DLJ (since February 1996). He was Senior Executive Vice
President of AXA from January 1997 to January 2000, Chief Executive Officer of
DLJ from 1986 to February 1998, and President of DLJ from 1986 to February 1996.
Director of DLJ since 1971 and Director of IBP, Inc., Sappi Limited (South
African-based pulp, paper, and timber mills), and Occidental Petroleum
Corporation. From 1990 to 1994 Mr. Chalsty served as Vice Chairman of the New
York Stock Exchange, Inc.

FRANCOISE COLLOC'H, 56 Director since December 1996

Member of the AXA Management Board and Group Executive President, Human
Resources, Communication and Synergies of AXA (since January 2000). Prior
thereto, she was Senior Executive Vice President (1993-2000), Executive Vice
President (1993), Senior Vice President-Management and Communication (1992), and
Vice President (1984-1992) of AXA. She is also a Director or officer of various
subsidiaries and affiliates of the AXA Group. Director of Equitable Life since
July 1992.

6
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EXHIBIT (e)(8)

HENRI DE CASTRIES, 45 Director since May 1994

Chairman of the Board of the Company since April 1998; Vice Chairman from
February 1996 to April 1998. Vice Chairman of AXA's Management Board (since
January 2000). Prior thereto, he was Senior Executive Vice President Financial
Services and Life Insurance Activities in the United States, Germany, the United
Kingdom and Benelux from 1996 to 2000; Executive Vice President Financial
Services and Life Insurance Activities from 1993 to 1996; General Secretary from
1991 to 1993; and Central Director of Finances from 1989 to 1991 of AXA. He is
also a Director or officer of various subsidiaries and affiliates of the AXA
Group. He is also a Director of DLJ and Alliance Capital Management Corporation,
the general partner of Alliance Holding and Alliance. Director of Equitable Life
since September 1993.

CLAUS-MICHAEL DILL, 46

Chairman of the Management Board of AXA Colonia Konzern AG (insurance) and
affiliated companies since June 1999. Prior thereto, was a member of the
Management Board of the same companies (from April 1999 to June 1999), and a
member of the Holding Management Board of Gerling-Konzern (insurance) (from 1995
to April 1999). From 1988 to 1995, he was a member of the management boards of a
number of Swiss Reinsurance subsidiaries. He is also a member of the Executive
Board of AXA, and serves as Director or officer of various subsidiaries and
affiliates of the AXA Group. He is also a Member of the Supervisory Board of
Deutsche Arzteversicherung AG, Kolnische Ruckversicherung-Gesellschaft AG and
Rheinboden Hypothekenbank AG.

JOSEPH L. DIONNE, 66 Director since May 1992

Retired as Chairman of The McGraw-Hill Companies (multimedia publishing and
informational services) in January 2000; prior thereto, held the positions of
Chairman (April 1988 to December 1999) and Chief Executive Officer (April 1983
to April 1998) of The McGraw-Hill Companies. Director of The McGraw-Hill
Companies, Harris Corporation and Ryder System, Inc. Director of Equitable Life
since May 1982.

JEAN-RENE FOURTOU, 60 Director since July 1992

Vice Chairman of the Management Board of Aventis (formerly Rhone-Poulenc, S.A.)
since December 1999. Prior thereto, was Chairman and Chief Executive Officer of
Rhone-Poulenc, S.A. (industrial conglomerate principally engaged in the
manufacture of pharmaceuticals and specialty chemicals) from 1986 to December
1999. Member of the Supervisory Board of AXA. Director of Schneider Electric
(formerly Schneider S.A.), Paribas, and Groupe Pernod-Ricard. Member of the
Consulting Council of Banque de France. Director of Equitable Life since July
1992.

DONALD J. GREENE, 66 Director since May 1992

Of Counsel, LeBoeuf, Lamb, Greene & MacRae, L.L.P. (law firm) since 1999; prior
thereto, he was a partner of the firm from 1965 to 1999. Director of Equitable
Life since July 1991.

ANTHONY J. HAMILTON, 58 Director since December 1995

Group Chairman and Chief Executive (since February 1994) of Fox-Pitt,
Kelton Group Ltd., the London and New York based investment banking firm, which
Mr. Hamilton joined in 1978. Non-executive Chairman, Byas, Mosley Group Ltd.
Director of various Fox-Pitt, Kelton and Byas, Mosley Group companies. Member of
the Supervisory Board of AXA and Director of Sun Life & Provincial Holdings plc.
Director of Equitable Life from December 1995 to June 1996.

7
<PAGE>

EXHIBIT (e)(8)

JOHN T. HARTLEY, 70 Director since May 1992

Retired as Chairman and Chief Executive Officer of Harris Corporation
(industrial conglomerate principally engaged in the manufacture of electronic,
telephone and copying systems and related equipment) in July 1995; prior
thereto, he held the positions of Chairman of Harris Corporation from 1987,
Chief Executive Officer from 1986 and President from October 1987 to April 1993.
Director of Harris Corporation and The McGraw-Hill Companies. Director of
Equitable Life since August 1987.

JOHN H.F. HASKELL, JR., 68 Director since July 1992

Senior Advisor of Warburg Dillon Read LLC (formerly SBC Warburg Dillon Read,
Inc.) (investment banking firm) since 1999; prior thereto, Managing Director
(from 1975 to 1999) and a member of its Board of Directors. Director of Pall
Corporation, and Chairman of the Supervisory Board of Dillon Read (France)
Gestion (until 1998). Director of Equitable Life since July 1992.

MICHAEL HEGARTY, 55 Director since February 1998

Senior Vice Chairman of the Company since November 1999 and Chief Operating
Officer since February 1998; Vice Chairman of the Company from April 1998 to
November 1999; Senior Executive Vice President of the Company from January 1998
to April 1998. He has also been a Director and President of Equitable Life since
January 1998 and Chief Operating Officer since February 1998. From 1996 to 1997
he was Vice Chairman of Chase Manhattan Corporation. Prior thereto, he was Vice
Chairman (1995-1996) and Senior Executive Vice President (1991-1995) of Chemical
Bank, which merged with Chase in 1996. He is a member of the Executive Board of
AXA and a director of various AXA Financial subsidiaries, including DLJ and
Alliance Capital Management Corporation, the general partner of Alliance Holding
and Alliance.

NINA HENDERSON, 49 Director since December 1996

Corporate Vice President of Core Business Development of Bestfoods (food
manufacturing company) since June 1999. Prior thereto, she was President of
Bestfoods Grocery and Vice President of Bestfoods (formerly CPC International,
Inc.) from 1997 to 1999, and President of Bestfoods Specialty Markets Group from
1993 to 1997. Director of Hunt Corporation (formerly Hunt Manufacturing Company)
and PACTIV Corporation (formerly known as Tenneco Packaging). Director of
Equitable Life since December 1996.

W. EDWIN JARMAIN, 61 Director since July 1992

President of Jarmain Group Inc. (private investment holding company) since 1979;
also an officer or director of several affiliated companies. Director of
Equitable Life (since July 1992), DLJ (since October 1992), AXA Insurance
(Canada), Anglo Canada General Insurance Company, and AXA Pacific Insurance
Company, and an Alternate Director of AXA Asia Pacific Holdings Limited. He
served as non-executive Chairman and Director of FCA International Ltd.
(financial collection services) from January 1994 until May 1998.
Director of Equitable Life since July 1992.

EDWARD D. MILLER, 59 Director since August 1997

President and Chief Executive Officer of the Company since August 1997. He
was President of Equitable Life from August 1997 to January 1998 and has been
Chairman of Equitable Life since January 1998 and Chief Executive Officer and a
Director of Equitable Life since August 1997. He is also a Member of AXA's
Management Board (since January 2000); prior thereto, he was a Senior Executive
Vice President of AXA. From 1996 to 1997, he was Senior Vice Chairman of Chase
Manhattan Corporation. Prior thereto, he was President of Chemical Bank (which
merged

8
<PAGE>

EXHIBIT (e)(8)

with Chase in 1996) from 1994 to 1996 and Vice Chairman from 1991 to 1994. He is
also a Director of various AXA Financial subsidiaries, including DLJ and
Alliance Capital Management Corporation, the general partner of Alliance Holding
and Alliance; AXA Canada; and KeySpan Energy Corporation, formed as a result of
the merger of Long Island Lighting Company and Brooklyn Union Gas Co.

DIDIER PINEAU-VALENCIENNE, 69 Director since February 1996

Vice Chairman (since March 1999) of Credit Suisse First Boston (investment
banking firm). From 1981 to February 1999, he was Chairman and Chief Executive
Officer of Schneider Electric (formerly Schneider S.A.) (industrial conglomerate
principally engaged in the electrical equipment business), of which he became
Honorary Chairman in February 1999. Director of the Company and Equitable Life
from July 1992 to February 1995. Member of the Supervisory Board of AXA.
Director of CGIP, Aventis (formerly Rhone-Poulenc, S.A.), Sema Group PLC (UK),
Soft Computing and Swiss Helvetic Fund; member of the Advisory Board of
Booz-Allen & Hamilton. Director of Equitable Life since February 1996.

GEORGE J. SELLA, JR., 71 Director since May 1992

Retired as Chairman and Chief Executive Officer of American Cyanamid Company
(industrial conglomerate principally engaged in the manufacture of
pharmaceutical products and agricultural herbicides and pesticides) in April
1993; prior thereto, he held the positions of Chairman from 1984, Chief
Executive Officer from 1983 and President from 1979 to 1991. Director of Coulter
Pharmaceutical. Director of Equitable Life since May 1987.

PETER J. TOBIN, 56 Director since March 1999

Dean of the Peter J. Tobin College of Business Administration of St. John's
University since August 1998. He was Chief Financial Officer at Chase Manhattan
Corporation from 1996 to 1997. Prior thereto, he was Chief Financial Officer of
Chemical Bank (which merged with Chase in 1996) from 1991 to 1996. Director of
The CIT Group, Inc., H.W. Wilson Company and P.A. Consulting. Director of
Equitable Life since March 1999.

DAVE H. WILLIAMS, 67 Director since May 1992

Chairman (since 1977) and former Chief Executive Officer (1977 to January
1999) of Alliance Capital Management Corporation, the general partner of
Alliance Holding and Alliance; Chairman or Director of numerous subsidiaries and
affiliated companies of Alliance Capital Management Corporation and of mutual
funds managed by Alliance. He was Senior Executive Vice President of AXA from
January 1997 to January 2000. Director of Equitable Life since March 1991.

BOARD MEETINGS AND COMMITTEES

The Company's Board of Directors held six meetings during 1999. Each Director
attended at least 75% of the aggregate meetings of the Board of Directors and
committees to which he or she was assigned during the year.

The Board of Directors has the following four standing committees.

Executive Committee. The function of the Executive Committee is to
exercise the authority of the Board of Directors in the management of
the Company between meetings of the Board with certain exceptions as
set forth in the Company's By-Laws. The members of the Committee are:
Henri de Castries (Chairman), Joseph L. Dionne, Donald J. Greene,
Michael Hegarty, and Edward D. Miller. The Committee met twice in 1999.

9
<PAGE>

EXHIBIT (e)(8)

Audit Committee. The Audit Committee is authorized to review and approve the
scope and results of the Company's outside audit, and the fees therefor, and to
make recommendations to the Board of Directors and management of the Company
concerning auditing and accounting matters and the selection of independent
accountants. Its membership is restricted to Directors who are not employees of
the Company or its affiliates. The members of the Committee are: George J.
Sella, Jr. (Chairman), Donald J. Greene, John T. Hartley, Nina Henderson, W.
Edwin Jarmain, and Peter J. Tobin. The Committee met five times in 1999.

Organization and Compensation Committee. The function of the Organization and
Compensation Committee is to make recommendations to the Board with respect to
nominations of Directors and to review, report and make recommendations to the
Board with respect to officer compensation. The members of the Committee are:
Joseph L. Dionne (Chairman), Jean-Rene Fourtou, John T. Hartley, W. Edwin
Jarmain, and Peter J. Tobin. The Committee met seven times in 1999.

Stock Option Committee. The function of the Stock Option Committee is to
administer the Company's 1997 Stock Incentive Plan. The members of the Committee
are: Joseph L. Dionne (Chairman), Jean-Rene Fourtou, John T. Hartley, and Peter
J. Tobin. The Committee met six times in 1999.

COMPENSATION OF DIRECTORS

All directors of the Company are also directors of Equitable Life with the
exception of Messrs. Bebear, Chalsty, Friedmann, and Hamilton. In consideration
for serving on the Board of Directors of Equitable Life or the Board of
Directors of the Company, each director who is not an employee of the Company or
any affiliate of the Company (including AXA) ("non-employee director") receives
an annual cash retainer fee of $30,000, payable quarterly. Non-employee
directors who receive a cash retainer for service on the Board of Directors of
Equitable Life do not receive an additional cash retainer for service on the
Board of Directors of the Company. Mr. Hamilton receives his cash retainer (and
meeting fees) for his service as a director of the Company from the Company.

In addition, each non-employee director receives a meeting fee of $1,200 from
the Company and Equitable Life, as appropriate, for each meeting of the
Company's Board or Equitable Life's Board (and any committee of such boards)
attended. Each such director who serves as chairperson of a standing committee
of the Company's Board or Equitable Life's Board also receives an annual chair
retainer fee of $5,000. For each joint meeting of the Company's and Equitable
Life's Boards (or committees), non-employee directors receive only one meeting
fee and one annual chair retainer. The non-employee directors may defer all or
part of their cash compensation as directors until retirement from the Board or,
at the election of each director, age 72.

Under the Stock Plan for Directors, effective January 1, 1998, each non-employee
director of Equitable Life or of the Company also receives a quarterly award of
$7,500 payable in common stock of the Company in addition to the cash retainer
and per meeting fees described above. Only one quarterly award is payable to any
such director who serves on both the Company's and Equitable Life's Boards. The
non-employee directors may defer all or part of their awards under the Stock
Plan for Directors until retirement from the Board or, at the election of each
director, age 72.

Effective December 31, 1997, Equitable Life terminated the Retired Directors
Consulting Program (the "Program"). This Program, as in effect on December 31,
1997, allowed for the provision of advisory and consulting services to Equitable
Life by directors who retired at age 72 after at least 10 years of Equitable
Life Board service and who had not been employees of Equitable Life or any
affiliate of Equitable Life (including AXA). Under the Program, each eligible
director who offered such advisory and consulting services was compensated
annually in an amount equal to the annual cash retainer payable to directors of
Equitable Life at the time that director retired from the Equitable Life

10
<PAGE>

EXHIBIT (e)(8)

Board. In connection with the termination of the Program, a transition rule was
adopted pursuant to which directors serving on Equitable Life's Board as of
December 31, 1997, who otherwise would have been eligible for the Program, but
for its termination, will remain eligible to participate in the Program at a
reduced rate of compensation, the formula for which takes into account an
eligible director's years of Equitable Life Board service as of December 31,
1997 and that director's total years of Equitable Life Board service upon
retirement from the Board.

Mr. Bebear, former Chairman of the Company's Board of Directors, and Mr. de
Castries, Chairman of the Company's Board of Directors, received $150,000 and
$125,000, respectively, from the Company for services provided in addition to
their services as directors of the Company during 1999, and are expected to
receive the same amounts during 2000. During 1999, Messrs. Bebear and de
Castries were eligible to participate in both the Company's Short-Term and
Long-Term Incentive Compensation Plans, but did not receive any compensation
under these plans for 1999. Mr. de Castries is eligible to participate in the
Company's Short-Term Incentive Compensation Plan for 2000. Ms. Colloc'h received
$50,000 from the Company in 1999 for services provided in addition to her
services as a director of the Company and is expected to receive the same amount
during 2000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Directors, executive officers and greater than
10% shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based on a review of such forms and
written representations as to the need to file Form 5, the Company believes that
all Section 16(a) filing requirements applicable to its directors, executive
officers and greater than 10% beneficial owners were complied with for the year
ended December 31, 1999.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEES

Policies governing compensation of the Company's executive officers are
administered by the Organization and Compensation Committees (collectively, the
"Committees") of the Company and of Equitable Life. The Committees' major
responsibilities are to ensure that compensation programs for the Company's
executive officers are effective in attracting, retaining and motivating key
officers, are consistent with the Company's business objectives, relate pay to
performance, and are administered in a fair and equitable fashion. All members
of the Company's Organization and Compensation Committee are also members of
Equitable Life's Organization and Compensation Committee, and no member of the
Committees is a current or former officer or employee of the Company, Equitable
Life or their affiliates.

Compensation Philosophy and Strategy. The Company and its subsidiaries
constitute a diversified financial services organization which provides a broad
spectrum of financial advisory/insurance, investment management, and investment
banking and brokerage services. The total compensation program for the Company's
executive officers is designed to attract, retain and motivate key individuals
by providing compensation based on the Company's profitability and total returns
to shareholders and on an assessment of each executive officer's contribution to
the success of the Company. The Committees believe that the Company competes
most directly for executive talent with other large diversified financial
services organizations and, accordingly, in determining total compensation for
executive officers, seek to provide compensation opportunities competitive with
levels of total compensation paid by

11
<PAGE>

EXHIBIT (e)(8)

selected large diversified financial services companies. However, the total
compensation program for executive officers contains substantial incentive
components which afford executive officers opportunities to earn compensation
which may exceed levels at comparison companies if warranted by corporate
performance. The Committees review and approve the selection of companies used
for compensation comparison purposes and obtain compensation data from surveys
conducted by outside consulting firms. Because of the broad spectrum of
companies with which the Company competes for executive talent, the companies
selected for compensation comparison purposes are not generally the same
companies which comprise either the New York Stock Exchange Financials Index or
the Standard & Poor's Life & Health Insurance Index selected for company
shareholder return comparisons. In 1999, the companies selected for comparison
purposes included large U.S. diversified financial services institutions, U.S.
insurance companies, commercial banking corporations and nonbank financial
services institutions located in major U.S. metropolitan areas.

The Committees believe that the total compensation arrangement for executive
officers should be aligned with the short- and long-term interests of
shareholders. Accordingly, a high proportion of the total compensation of
executive officers is based on at-risk and variable incentive programs,
including stock incentives, which emphasize Company performance and growth in
earnings and return on shareholders' equity. In addition, in 1997, the Company
implemented minimum stock ownership guidelines for the Company's executive and
senior officers.

While total direct compensation includes base salaries and annual and long-term
incentive compensation, including stock incentives, the Committees also consider
other elements of an executive's total compensation package, including
retirement and savings plans, insurance and other benefits. The Organization and
Compensation Committee of Equitable Life approves the compensation of all
executive officers of the Company who are designated for purposes of the New
York Insurance Law as principal officers of Equitable Life. For 1999 such
principal officers included all the named executive officers.

o Base Salaries. Base salaries of executive officers are compared against
the median of comparison companies, except where exceptional conditions
require otherwise. The Company's policy is generally not to increase base
salaries for executive officers annually, except to reflect competitive
market pay levels and increased levels of responsibility.

o Annual Incentive Compensation. Annual incentives allow the Company to
communicate specific Company goals for the year and motivate executive
officers to achieve these goals. For 1999 the Company's goals were to
increase profitability, sales and return on equity. Annual incentive
payments for 1999 were paid in February 2000 in accordance with the
Company's amended and restated Short-Term Incentive Compensation Plan For
Senior Officers (the "Short-Term Plan") which was approved by the
Company's shareholders at the Annual Meeting of Shareholders held in May
1997. The Committees determined that the levels of earnings established
by the Committees under the Short-Term Plan for 1999 had been met and
determined the aggregate amount of incentive compensation paid for 1999
pursuant to the Short-Term Plan and the amount paid to each participant
under the Short-Term Plan. In general, such amounts reflect the
assessment by the Committees of each executive officer's contribution to
achieving the Company's annual objectives with respect to pre-tax
insurance adjusted earnings, return on equity and total insurance
premiums and deposits.

o Long-Term Incentive Compensation. Long-term incentives for the
Company's executive officers were provided pursuant to the Company's
amended and restated Long-Term Incentive Compensation Plan for Senior
Officers (the "Long-Term Plan") and the Company's 1997 Stock Incentive
Plan (the "Stock Option Plan"), both of which were approved by the
Company's shareholders at the Annual Meeting of Shareholders held in May
1997. Long-term incentives were also provided by grants of AXA stock
options under AXA's stock option plan. With respect to performance
periods beginning after 1997, the Company intends to use primarily
equity-

12
<PAGE>

EXHIBIT (e)(8)

based vehicles, including stock and stock option grants, to provide long-term
incentives to the Company's executive officers.

1997-1999 Long-Term Plan. In March 1997, the Committees
established earnings goals and Company performance criteria under
the Long-Term Plan relating to pre-tax insurance adjusted
earnings and return on equity for the three year performance
period from January 1, 1997 to December 31, 1999. In February
2000, the Committees determined that the applicable earnings
goals and performance criteria for this performance period were
satisfied and determined the aggregate amount of compensation
paid for this performance period and the amount paid to each
participant. Payments with respect to this performance period
were made in cash in February 2000.

Stock Option Plan. Options granted pursuant to the Company's
Stock Option Plan are intended to align the long-term interests
of executives with those of the Company's shareholders by
providing executives of the Company and certain of its
subsidiaries with the opportunity to buy an equity interest in
the Company and share in the appreciation of its common stock.
The Company's Stock Option Committee (which consists of all the
members of the Committees except Mr. Jarmain) administers the
Stock Option Plan and as part of such administration determines
the number and type of options to be granted to the Company's
executive officers. Options are granted with an exercise price
equal to the market price on the date of grant. Determination of
the number of stock options to be granted to each executive
officer takes into account annualized present value comparisons
to long-term compensation awards, including stock incentives,
made by large diversified financial services companies included
in the group of comparison companies described above under
"Compensation Philosophy and Strategy" and an assessment of each
executive officer's potential contribution to the success of the
Company. See "Options" for information on options granted in 1999
to the Company's named executive officers.

AXA Stock Options. In order to assist the Company and its
subsidiaries in attracting, retaining and motivating key
executives, AXA has made available to certain executives of the
Company and its subsidiaries options to purchase AXA ordinary
shares. The Committees reviewed and approved the receipt of the
grants of AXA stock options to the Company's senior executives.
Under the AXA stock option plan, options granted in 1999 have an
exercise price equal to the average market price on the Paris
Stock Exchange for the 20 trading days prior to the date of
grant. The number and terms of the AXA stock options granted to
executives of the Company and its subsidiaries take into account
the importance of the executive's work to the performance of the
Company and its subsidiaries as well as contributions to the
synergies that are available to the Company from AXA's world-wide
operations, of which the Company is both a contributor and a
beneficiary. See "Options" for information on options granted in
1999 to the Company's named executive officers.

CEO Compensation. Pursuant to the terms of his employment
agreement which was approved by the Committees, Mr. Miller, for
his services in 1999 as President and CEO of the Company and
Chairman and CEO of Equitable Life, received a base salary of
$800,000. In addition, in February 2000, the Committees
unanimously determined that Mr. Miller should receive short-term
(annual) incentive compensation of $6,381,950 pursuant to the
Short-Term Plan and long-term incentive compensation of
$1,500,000 pursuant to the 1997-1999 Long-Term Plan. The
Committees believe that Mr. Miller's leadership and personal
efforts have been critical to accomplishing the Company's strong
performance in 1999 and to positioning the Company for future
growth. For the year ended December 31, 1999, the Company's
after-tax operating earnings from continuing operations rose
43.2% to a record $1,080.8 million, excluding non-DLJ after-tax
investment gains and non-recurring charges, as compared to $755.0
million in 1998. Total premiums, deposits and mutual fund sales
for the Company's financial

13
<PAGE>

EXHIBIT (e)(8)

advisory/insurance segment for the year ended December 31, 1999 rose 12.8% to a
record $13,297.8 billion, as compared to $11,788.2 billion in 1998, and mutual
fund sales and first year premiums and deposits for the Company's financial
advisory/insurance segment for the year ended December 31, 1999 increased 17.8%
to $8,849.5 billion, as compared to $7,511.8 billion in 1998. Among the specific
achievements considered in determining the amount of Mr. Miller's annual bonus
were the completion of the Company's name change to AXA Financial, Inc.; the
launching of the new branding structure, including the introduction of the AXA
Advisors brand into the marketplace; the positioning of AXA Advisors for the
year 2000 nationwide rollout of fee-based financial planning through the
financial planning pilot program in Texas and the establishment of the new
financial training center; the launching of the AXA Asset Account; the
successful completion of systems readiness testing for Year 2000; the receipt of
rating increases for Equitable Life from A.M. Best and S&P; the completion of
the combination of the Hudson River Trust with the EQ Advisors Trust; the
execution of the Company's capital management program, including approximately
$700 million in real estate sales and the payment of Equitable Life's first
dividend to the Company; the restructuring of Alliance into a two-tier
partnership; the leveraging of technology and other synergies among DLJ,
Alliance and Equitable Life; and the development of meaningful project
management capabilities for prioritizing and monitoring the progress of the
Company's strategic initiatives.

Deductibility of Certain Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") denies publicly held corporations
a deduction for compensation in excess of $1 million per year paid or accrued
with respect to certain executives, except to the extent that such compensation
qualifies for an exemption from that limitation. Exempt compensation includes
only the following: (a) performance-based compensation (provided that certain
outside director, shareholder approval, and certification requirements are met);
(b) commissions; (c) payments from certain tax-qualified retirement plans; (d)
health and other fringe benefits that are reasonably believed to be excludable
from gross income; and (e) compensation payable under a binding written contract
in effect on February 17, 1993. The Committees have determined that the
Company's policy is to design its short-term and long-term compensation programs
to qualify for the exemption from the deduction limitations of Section 162(m) of
the Code consistent with designing plans providing appropriate compensation to
executives. The Short-Term and Long-Term Plans, which were approved by the
Company's shareholders in 1997, are designed to qualify for the exemption from
the Section 162(m) deduction limitations. Portions of Mr. Miller's and Mr.
Hegarty's sign on and other bonuses guaranteed under their employment contracts
are not tax deductible by virtue of the limitations of Section 162(m). The
Committees and the Company's Stock Option Committee consist solely of directors
who are "outside directors" for purposes of Section 162(m).

Respectfully submitted,

J.L. Dionne,
Chairman

J-R. Fourtou W.E. Jarmain
J.T. Hartley P.J. Tobin

14
<PAGE>

EXHIBIT (e)(8)

SUMMARY COMPENSATION TABLE

The table below summarizes for Mr. Miller, who served as the Company's Chief
Executive Officer during 1999, the other four individuals serving as executive
officers of the Company on December 31, 1999 who had the highest aggregate
annual compensation for 1999, and Mr. Golden (who served as an Executive Vice
President of the Company through June 30, 1999) (the "named executive officers")
all compensation required to be reported for the years 1997, 1998 and 1999.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
ANNUAL COMPENSATION ---------- PAYOUTS
---------------------------------------------- SECURITIES -------------
NAME AND OTHER ANNUAL UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) COMPENSATION(2) OPTIONS(3) PAYOUTS(4) COMPENSATION(5)
---- --------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward D. Miller (6) 1999 $797,852 $6,381,950 -- 484,600 $1,500,000 $7,200
President and 1998 $828,539 $4,918,480 -- 476,470 -- $6,049
Chief Executive Officer 1997 $306,866 $1,250,000 -- 680,000 -- $1,500,000(7)

Michael Hegarty (8) 1999 $573,456 $3,000,000 -- 311,400 -- $7,200
Senior Vice Chairman and 1998 $562,428 $2,676,800 -- 288,236 -- $250,000(9)
Chief Operating Officer

Stanley B. Tulin 1999 $548,522 $2,600,000 -- 76,154 $882,202 $257,200(10)
Vice Chairman and 1998 $536,632 $1,801,600 -- 219,412 $401,500 $7,200
Chief Financial Officer 1997 $349,060 $1,620,000 -- 37,500 $483,000 $12,150

Jose S. Suquet 1999 $398,925 $1,400,000 -- 50,000 $571,814 $7,200
Senior Executive 1998 $406,022 $1,154,150 -- 138,824 $221,000 $26,505(11)
Vice President 1997 $349,060 $1,026,000 -- 24,300 $267,000 $13,521

Robert E. Garber 1999 $299,194 $1,155,000 -- 40,000 $490,112 $7,200
Executive Vice President 1998 $310,701 $900,800 -- 44,118 $166,000 $4,069
and General Counsel 1997 $299,194 $810,000 -- 20,832 $200,000 $9,354

Jerome S. Golden (12) 1999 $844,200 $928,950 -- 40,000 $326,842 $7,200
Retired Executive 1998 $362,500 $928,950 -- 44,118 -- $7,200
Vice President 1997 $303,427 $648,000 -- 14,286 -- $13,521

</TABLE>

(1) Includes all amounts deferred under qualified and non-qualified deferred
compensation plans.

(2) This column does not include certain incidental non-cash compensation
provided to each named executive officer which does not exceed $50,000.

(3) Awards in this column consist of options exercisable into the
Company's Common Stock, and reflect the October 1, 1999 two-for-one
Common Stock split. See "Option Grants in Last Fiscal Year--AXA Options"
for AXA option awards to the named executive officers.

(4) Represents Long-Term Plan (i) payouts in 2000 for the three-year
performance period ended December 31, 1999, (ii) payouts in 1999 for the
three-year performance period ended December 31, 1998, and (iii) interim
payouts in 1998 for the first two years, ended December 31, 1997, of the
three-year performance period ended December 31, 1998.

(5) Amounts in this column consist solely of employer contributions to defined
contribution plans unless otherwise indicated.

(6) Mr. Miller joined the Company on August 4, 1997.

(7) Represents a one-time non-recurring payment made to Mr. Miller in connection
with the commencement of his employment.

(8) Mr. Hegarty joined the Company on January 12, 1998.

(9) Represents a one-time non-recurring payment made to Mr. Hegarty in
connection with the commencement of his employment.

(10) Includes a relocation expense allowance of $250,000 paid to Mr. Tulin.

(11) Includes a moving expense allowance of $19,305 paid to Mr. Suquet.

(12) Mr. Golden retired as an Executive Vice President of the Company effective
July 1, 1999. See "Employment Contracts and Termination of Employment
Arrangements."

15
<PAGE>

EXHIBIT (e)(8)

OPTIONS
The following tables set forth information concerning the grant of options to
each of the named executive officers during 1999 and the value of options held
by the named executive officers on December 31, 1999.

OPTION GRANTS IN LAST FISCAL YEAR

AXA FINANCIAL OPTIONS
The options listed in the following table will be exercisable into the Company's
Common Stock. All share amounts reflect the October 1, 1999 two-for-one Common
Stock split.

INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-------------------------------------------------------- AT
NUMBER OF% OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 5% 10%
---------- ----------- ------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Edward D. Miller..... 184,600 4.28% $32.00 2/17/2009 $3,715,006 $9,414,555
300,000 6.96% $28.50 9/15/2009 $5,377,049 $13,626,498
Michael Hegarty...... 311,400 7.22% $32.00 2/17/2009 $6,266,809 $15,881,325
Stanley B. Tulin..... 76,154 1.77% $32.00 2/17/2009 $1,532,571 $3,883,836
Jose S. Suquet....... 50,000 1.16% $32.00 2/17/2009 $1,006,231 $2,549,988
Robert E. Garber..... 40,000 0.93% $32.00 2/17/2009 $804,985 $2,039,990
Jerome S. Golden..... 40,000 0.93% $32.00 2/17/2009 $804,985 $2,039,990
</TABLE>

(1) Options under the 1997 Stock Incentive Plan vest (become exercisable) at the
rate of 33 1/3% per year subject to acceleration in the event of death.

AXA OPTIONS
The options listed in the following table will be exercisable into ordinary
shares of AXA, which are traded on the Paris Stock Exchange.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF% OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED(1) FISCAL YEAR (FF/SH)(2) DATE 5% 10%
---------- ----------- ---------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>

Edward D. Miller..... 30,000 1.56% 751.92FF 6/8/2009 $2,181,408 $5,528,117
25,000 1.30% 810.43FF 11/17/2009 $1,959,294 $4,965,236
Michael Hegarty...... 15,000 0.78% 751.92FF 6/8/2009 $1,090,704 $2,764,059
Stanley B. Tulin..... 7,500 0.39% 751.92FF 6/8/2009 $545,352 $1,382,029
Jose S. Suquet....... 7,500 0.39% 751.92FF 6/8/2009 $545,352 $1,382,029
Robert E. Garber..... 4,400 0.23% 751.92FF 6/8/2009 $319,940 $810,791
Jerome S. Golden..... 0 0 -- -- -- --
</TABLE>

(1) Options under the June 9, 1999 and November 18, 1999 AXA Stock Option Plans
vest (become exercisable) at the rate of 25% per year beginning on the second
anniversary of their grant.
(2) Exercise price for AXA options is in French francs ("FF") per share. (3)
Value is expressed in U.S. dollars at the prevailing exchange rate of
6.5033FF/$1.00 effective on December 30, 1999, the last trading day of 1999 on
the Paris Stock Exchange.

16
<PAGE>

EXHIBIT (e)(8)

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

AXA FINANCIAL OPTIONS
The options listed in the following table are, or will be, exercisable into the
Company's Common Stock. All share amounts reflect the October 1, 1999
two-for-one Common Stock split.

<S> <C> <C> <C> <C>
Edward D. Miller..... 0 $0 612,156/1,028,914 $7,892,645/$7,974,545
Michael Hegarty...... 0 $0 96,078/ 503,558 $1,018,622/$2,660,067
Stanley B. Tulin..... 63,378 $1,465,829 154,758/ 314,930 $2,145,196/$3,236,497
Jose S. Suquet....... 10,000 $212,500 273,360/ 150,650 $5,556,364/ $943,420
Robert E. Garber..... 10,000 $236,250 178,594/ 76,356 $3,868,033/ $403,613
Jerome S. Golden..... 56,374 $1,169,912 69,216/ 74,174 $1,277,531/ $369,464

</TABLE>

(1) Based on $34.00 per share, the closing price of the Common Stock on the New
York Stock Exchange on December 31, 1999. (2) Includes any unrealized gains upon
exercise of incentive stock options.

AXA OPTIONS
The options listed in the following table are, or will be, exercisable into
ordinary shares of AXA.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END OPTIONS AT FY-END(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Edward D. Miller..... 0 $0 6,250/ 98,750 $493,769/$3,646,030
Michael Hegarty...... 0 $0 0/ 30,000 $0/$1,002,091
Stanley B. Tulin..... 0 $0 5,000/ 22,500 $491,973/$1,100,076
Jose S. Suquet....... 0 $0 2,500/ 20,000 $245,987/ $854,089
Robert E. Garber..... 1,000 $94,105 1,500/ 13,900 $147,592/ $651,273
Jerome S. Golden..... 1,250 $104,362 1,250/ 9,500 $122,993/ $545,747
</TABLE>

(1) Based on 907.89FF per share, the closing price of AXA's ordinary shares
on December 30, 1999, the last trading day of 1999 on the Paris Stock
Exchange, and on the prevailing exchange rate of 6.5033FF/$1.00 in effect
on that date. (2) Includes any unrealized gains upon exercise of stock
options. U.S. dollar value realized is based on the prevailing exchange
rate on the date of exercise.

17
<PAGE>

EXHIBIT (e)(8)

PERFORMANCE GRAPH

The graph set forth below shows the cumulative total return to holders of the
Company's Common Stock from December 31, 1994 to December 31, 1999, computed by
dividing (X) the sum of (a) dividends for such period assuming reinvestment of
dividends and (b) the difference between the price per share at the beginning
and end of such period by (Y) the share price at the beginning of such period,
and compares such return to the performance at the beginning and end of such
period of the Standard & Poor's 500 Index, the New York Stock Exchange
Financials Index, and the Standard & Poor's Life & Health Insurance Index, which
was the industry index used for comparison in the Company's 1999 proxy
statement. This year, the New York Stock Exchange Financials Index has been
chosen as the comparative industry index because the Company is recognized as a
diversified financial services institution. The graph assumes $100 invested on
December 31, 1994 in the Company's Common Stock (at $9.06 per share, adjusted
for stock splits since that date), the Standard & Poor's 500 Index, the New York
Stock Exchange Financials Index, and the Standard & Poor's Life & Health
Insurance Index.

CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31, 1994

[LINE GRAPH]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AXA Financial (AXF) 100 132 136 274 319 375
S&P 500 (SPX) 100 134 161 211 268 320
NYSE Financials (NF) 100 140 179 253 266 264
S&P Life & Health Ins.(SINLH) 100 140 166 205 213 180
--- --- --- --- --- ---
</TABLE>

TOTAL RETURN DATA PROVIDED BY S&P'S
COMPUSTAT SERVICES INC. Source: The Carson Group

18
<PAGE>

EXHIBIT (e)(8)

RETIREMENT PLANS

Equitable Life maintains a qualified defined benefit retirement plan (the
"Retirement Plan") and an unfunded, nonqualified excess benefit plan (the
"Excess Plan") which pays benefits in excess of the benefit limits provided by
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
the Code, as well as benefits in excess of the compensation limits under the
Code, and a supplemental benefit plan pursuant to which the chief executive
officer of Equitable Life may authorize that an officer receive a supplemental
executive retirement benefit based on additional years of service in excess of
actual years of service (the "SERP").

The Retirement Plan will provide pension benefits for Messrs. Miller, Hegarty,
Tulin, Suquet and Garber. For purposes of the Retirement Plan, covered
compensation for pension benefit calculation purposes is salary and short-term
incentive compensation from Equitable Life and those of its affiliates who are
co-sponsors of the Retirement Plan. Mr. Suquet will have his benefits determined
on the basis of the sum of his frozen accrued benefit, based on actual service
prior to January 1, 1989 under the final average pay formula (the "Pre-89
Formula") and his accrued account balance, under the Cash Balance Formula,
accrued subsequent to December 31, 1988. As of December 31, 1999, Mr. Suquet had
18.58 credited years of service for purposes of calculating his Pre-89 Formula
benefits under the Retirement Plan. Mr. Miller's, Mr. Hegarty's, Mr. Tulin's and
Mr. Garber's benefits will be computed solely according to the Cash Balance
Formula. The Cash Balance Formula credits each named executive's account during
each year of such executive's participation in the Retirement Plan, subsequent
to December 31, 1988, with an amount equal to the sum of 5% of such individual's
annual covered compensation not in excess of the social security wage base and
10% in excess of such wage base. These accounts are credited monthly with
interest based on the average yield of one-year U.S. Treasury bills for the
twelve month period ending on the last business day of November in the preceding
calendar year. Under the Cash Balance Formula, Messrs. Miller, Hegarty, Tulin,
Suquet and Garber will receive estimated annual retirement benefits at age 65 of
$452,256, $444,276, $599,676, $923,052 and $363,444 respectively. The Pre-89
Formula recognizes that participants in the Retirement Plan will receive social
security benefits and reduces the benefit by a portion of the social security
benefits. The benefits to the executives generally will be paid as a life
annuity or a joint and survivor annuity depending on the executive's marital
status and distribution election at the time of retirement. The executive also
has the opportunity to receive the cash balance account portion of the benefit
in a lump sum.

The following table indicates the estimated maximum annual retirement benefits
that a hypothetical participant would be entitled to receive under the
Retirement Plan's Pre-89 Formula (without regard to the maximum benefit
limitations imposed by ERISA and the Code and including payments, if any, under
the Supplemental Executive Retirement Plan) computed on a straight-life annuity
basis, before any deduction for social security benefits, if retirement occurred
at age 65 and the number of credited years of service and average annual
recognized earnings equaled the amounts indicated.

19
<PAGE>

EXHIBIT (e)(8)

PENSION PLAN TABLE -- PRE-89 FORMULA

<TABLE>
<CAPTION>
CREDITED YEARS OF SERVICE
-------------------------
RECOGNIZED EARNINGS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000................ $20,000 $30,000 $40,000 $50,000 $60,000
200,000................. 40,000 60,000 80,000 100,000 120,000
400,000................. 80,000 120,000 160,000 200,000 240,000
600,000................. 120,000 180,000 240,000 300,000 360,000
800,000................. 160,000 240,000 320,000 400,000 480,000
1,000,000............... 200,000 300,000 400,000 500,000 600,000
1,500,000............... 300,000 450,000 600,000 750,000 900,000
2,000,000............... 400,000 600,000 800,000 1,000,000 1,200,000
2,500,000............... 500,000 750,000 1,000,000 1,250,000 1,500,000
</TABLE>

In connection with his retirement effective July 1, 1999, Mr. Golden elected to
receive his pension benefit under the Cash Balance Formula in a single lump-sum
payment of $472,152.04. At that time, Mr. Golden also began receiving a total
monthly pension benefit of $19,601.60 under the Pre-89 Formula, which includes
an additional benefit under the SERP payable in the form of a
fifteen-year-certain annuity in the amount of $19,020.67 monthly. This
additional benefit, as modified in connection with his retirement, is the
benefit that would be payable to Mr. Golden under the Pre-89 Formula based on
19.17 total years of credited service (including 3.42 additional years credited
under the SERP) and his final pay (defined as the sum of (1) a modified base pay
component of $450,000, and (2) an incentive compensation component of $300,000),
reduced by Mr. Golden's actual benefit under the Pre-89 Formula. Mr. Golden's
SERP benefit, as modified, was calculated using early retirement reduction
factors based on retirement at age 60 rather than his actual age of 55.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

In connection with joining the Company in 1997, Mr. Miller entered into an
employment agreement providing generally for a sign on bonus of $1,500,000, of
which $500,000 was paid upon his joining the Company and the balance of
$1,000,000 was paid in early 1998; a payment of $250,000 in early 1998 in lieu
of his participation in the Company's Long-Term Plan prior to 1998; a base
salary of $800,000 per annum for 1997, 1998 and 1999; the payment of a
$2,700,000 bonus in February 1999; and grants, pursuant to the Company's 1997
Stock Incentive Plan, of 300,000 options upon Mr. Miller's joining the Company,
and of an additional 100,000 options in both September 1998 and 1999. The
agreement also provides that Mr. Miller will participate in the Company's
Short-Term Plan, with the amount of bonuses referred to above to be taken into
account in determining amounts to be paid under such plan for 1997 and 1998.

Mr. Hegarty, in connection with joining the Company in 1998, entered into an
employment agreement providing generally for a sign on bonus of $250,000 payable
upon his joining the Company; an annual base salary of $575,000 for 1998; the
payment of a $1,750,000 bonus in February 1999; and grants, pursuant to the
Company's 1997 Stock Incentive Plan, of 100,000 options upon Mr. Hegarty's
joining the Company, and of an additional 75,000 options in both February 1999
and February 2000. The agreement provides that Mr. Hegarty will participate in
the Company's Short-Term Plan with the amount of bonuses referred to above to be
taken into account in determining amounts to be

20
<PAGE>

EXHIBIT (e)(8)

paid under such plan for 1998. The agreement also provides that Mr. Hegarty will
participate in the Company's long-term incentive program and that his 1998
target long-term award, which may be payable in stock options, is $750,000.

In connection with his retirement from service effective July 1, 1999, Mr.
Golden entered into a separation agreement pursuant to which he received
payments in respect of base salary and short-term incentive compensation of
$350,000 and $928,950, respectively. These amounts were paid to Mr. Golden in a
single lump sum on July 14, 1999. In addition, Mr. Golden's pension benefit
attributable to the SERP was modified (see "Retirement Plans"). Mr. Golden also
entered into a consulting agreement with Equitable Life pursuant to which he
agreed to provide consulting services to Equitable Life from July 1, 1999
through June 30, 2000. Mr. Golden receives compensation in the amount of $53,700
per month for his services under the consulting agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Organization and Compensation Committee of the Company's
Board of Directors are Joseph L. Dionne (Chairman), Jean-Rene Fourtou, John T.
Hartley, W. Edwin Jarmain, and Peter J. Tobin. No member of the Committee was an
officer or employee of the Company or any of its subsidiaries. See "Compensation
of Directors."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equitable Life has agreements with GIE AXA Universite and GIE Informatique AXA,
affiliates of AXA, relating to services provided by AXA and its affiliates to
Equitable Life and its subsidiaries for management training seminars and for
ongoing maintenance and technical support for computer software and technology
licensed by AXA for use by the Company and its subsidiaries. Equitable Life
incurred approximately $1,323,000 in fees for services provided by AXA's
affiliates pursuant to these agreements during 1999 and anticipates that it will
continue to incur fees in 2000 under these agreements.

Equitable Life has entered into an agreement with AXA (the "AXA Services
Agreement") covering management, communications, advertising, rating agency and
various other services to be provided to and by AXA and its affiliates.
Equitable Life incurred approximately $6,500,000 in fees for services provided
by AXA and its affiliates pursuant to the AXA Services Agreement during 1999,
and received approximately $7,973,000 for its services to AXA. Equitable Life
anticipates that services will continue to be provided in 2000 under the AXA
Services Agreement.

Equitable Life has entered into an agreement with AXA Canada Tech Inc. ("AXA
Canada Tech"), a Canadian subsidiary of AXA which provides data processing
services to certain of its affiliated Canadian companies (the "AXA Canada
Companies"). Under the terms of the agreement, Equitable Life provides data
processing resources and services to AXA Canada Tech to process data of the AXA
Canada Companies. The agreement will continue in effect until December 31, 2000
and provides for reimbursement of Equitable Life's start-up costs (approximately
U.S. $1.14 million, all of which has been paid) and an annual fee of $2,700,000
(Canadian) (but not less than approximately U.S. $2,050,000) to be paid by AXA
Canada Tech for a defined level of services with usage above such level to be
paid for based on Equitable Life's cost of providing the incremental usage.
Equitable Life received payments of U.S. $2,900,000 from AXA Canada Tech
pursuant to this agreement during 1999 and anticipates that services will
continue to be provided under this agreement through December 31, 2000.

21
<PAGE>

EXHIBIT (e)(8)

In 1999, GIE Informatique AXA, an affiliate of AXA, entered into a technology
cost contribution agreement with various AXA subsidiaries, including the Company
and Alliance, to enable those participating companies to share the costs and
benefits of cooperative technology development through GIE Informatique AXA. All
participating companies are joint owners of the technology and processes
developed under this agreement. In 1999, the Company's and Alliance's respective
shares of such costs were approximately $2,891,000 and $1,142,000. The Company
and Alliance anticipate continuing to pay their respective shares of such costs
under this agreement in 2000.

Equitable Life has entered into a reinsurance agreement with AXA Space, an
underwriting manager for space insurance which is 80% owned by AXA America, an
affiliate of AXA. In 1999, Equitable Life earned $1,211,210 in premiums from AXA
Space and paid claims and commissions of $2,013,139 to AXA Space under this
agreement.

Equitable Life has entered into a reinsurance agreement (aviation risks) with
AXA Global Risks, a subsidiary of AXA. In 1999, Equitable Life earned $791,011
in premiums and paid claims and commissions of $279,465 under this agreement.

In 1999, Equitable Life committed to invest (euro)14,000,000 (approximately U.S.
$13.9 million, based on the exchange rate on December 31, 1999) in the aggregate
in Europe Select Private Equity Partners LP, a private equity "fund of funds"
co-sponsored by AXA Investment Managers, S.A. ("AXA-IM"), an affiliate of AXA,
and AIG Capital Partners, Inc. ("AIGCP"), a subsidiary of American International
Group, Inc. AXA-AIG Asset Management L.P. is the fund's general partner; AXA-IM
PEP Advisor, LLC, an indirect wholly owned subsidiary of AXA-IM, serves as the
fund's investment advisor; and WSW Capital, Inc., an indirect wholly-owned
subsidiary of DLJ, provides certain administrative and reporting services for
the fund.

In September 1999, The Equitable Companies Incorporated Stock Trust ("SECT")
converted 4,020 shares of the Company's Series D Convertible Preferred Stock
into 1.6 million shares of the Company's Common Stock and sold them. The Company
purchased 1,356,500 shares under its stock repurchase program, AXA purchased
146,100 shares, and the public purchased the remaining shares. The Company and
AXA made their purchases on the same terms as purchases by the public.

An affiliate of AXA, AXA Investment Managers GS Ltd. ("AXA Investment
Managers"), provides investment management services to the DLJ Winthrop
International Equity Fund and DLJ Winthrop Developing Markets Fund (the
"Funds"), a set of mutual funds sponsored by DLJ Asset Management Group, Inc.
("DLJAM"), a subsidiary of DLJ, pursuant to a sub-advisory agreement between
DLJAM and AXA Investment Managers. Advisory fees of $428,168 were paid by DLJAM
to AXA Investment Managers relating to the Funds' fiscal year ended October 31,
1999. In addition, DLJAM pays for various direct fund expenses on behalf of the
Funds and AXA Investment Managers reimburses DLJAM for 50% of such expenses. The
total amount of expenses reimbursed by AXA Investment Managers relating to the
Funds' fiscal year ended October 31, 1999 was approximately $61,000.

Alliance and its subsidiaries provide investment management services to AXA
Reinsurance Company, a subsidiary of AXA, and its affiliates, pursuant to
discretionary investment advisory agreements. AXA Reinsurance Company and its
affiliates paid Alliance approximately $1.1 million during 1999 for such
services. Alliance earned an additional $99,000 in management fees from AXA
Reinsurance Company and its affiliates during 1999, which fees were paid in full
in 2000.

22
<PAGE>

EXHIBIT (e)(8)

Alliance and its subsidiaries also provide investment management services to AXA
World Funds, a Luxembourg fund, pursuant to a sub-advisory agreement between
Alliance and AXA Funds Management S.A., a subsidiary of AXA. Alliance earned
approximately $189,000 in management fees during 1999, which fees were paid in
full in 2000.

In April 1996, Alliance acquired the United States investing activities and
business of National Mutual Funds Management ("NMFM"), a subsidiary of AXA. In
connection therewith, Alliance entered into investment management agreements
with AXA Asia Pacific Holdings Limited (formerly National Mutual Holdings
Limited), the parent of NMFM and a subsidiary of AXA, and various of its
subsidiaries (collectively, the "AXA Asia Pacific Group"). The AXA Asia Pacific
Group paid approximately $3.2 million in advisory fees to Alliance in 1999.
Alliance earned an additional $32,500 in advisory fees from the AXA Asia Pacific
Group in 1999, which fees were paid in full in 2000.

Equitable Life, either directly or indirectly through its subsidiary The
Equitable of Colorado, Inc., has entered into seven life reinsurance agreements
with AXA Re Life Insurance Company ("AXA Re Life"), an indirect subsidiary of
AXA. In 1999, Equitable incurred premium expenses of $1,085,722 and accrued no
claims due from AXA Re Life in the aggregate under these seven agreements.

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC"), a subsidiary of
DLJ, from time to time provides investment banking services to AXA. The fees
related to such services were $16,492,000 in 1999. DLJSC from time to time also
provides administrative, brokerage and research services to AXA.

Selected employees of DLJ are offered the opportunity to become members of the
DLJ First ESC L.P. and DLJ ESC II L.P. (the "ESCs"), investment vehicles which
qualify as "employees' securities companies" for purposes of the Investment
Company Act of 1940, as amended. The ESCs invest in DLJ's merchant banking
portfolio companies, typically acquiring between 30% and 40% of DLJ's investment
in such companies. The amounts invested by members are augmented in the ratio of
4:1 by a combination of recourse loans from DLJ and preferred contributions to
the ESCs by DLJ which have a capped return equal to the prime rate plus 1 3/4%,
each of which is repaid to DLJ upon realization of the applicable portfolio
investment. The amount invested in the ESCs by Mr. Chalsty in 1999 was $240,000.
The loans made to Mr. Chalsty and preferred contributions made to the ESCs by
DLJ on behalf of Mr. Chalsty in 1999 were $1,156,000. As of December 31, 1999
the outstanding loans and preferred contributions with respect to Mr. Chalsty
amounted to $2,473,000.

Selected employees of DLJ are limited partners of DLJ Fund Investment Partners,
L.P. ("FIP"), an investment vehicle organized to allow these employees to invest
on a leveraged basis in funds and other investment vehicles sponsored by certain
of DLJ's clients and potential clients and on a co-investment basis in
transactions in which DLJ's clients also invest. Amounts invested by the limited
partners are augmented in the ratio of 2:1 by preferred contributions to FIP by
DLJ which have a capped return equal to the prime rate plus 1 3/4%. The amount
committed to FIP by Mr. Chalsty as of December 31, 1999 was $2,000,000 and the
outstanding preferred contributions made to FIP by DLJ on behalf of Mr. Chalsty
at December 31, 1999 were $1,449,000.

DLJ has purchased split-dollar life insurance policies on the lives of certain
of its officers, including Mr. Chalsty, from Equitable Life at rates comparable
to those paid at the time by unaffiliated third parties. The aggregate amount of
premiums borne by DLJ in 1999 for the policy on Mr. Chalsty's life was
approximately $170,000. In addition, DLJ from time to time purchases life
insurance policies from Equitable Life on the lives of several hundred
employees,

23
<PAGE>

EXHIBIT (e)(8)

including Mr. Chalsty, who participate in deferred compensation plans maintained
by DLJ. During 1999, the aggregate premiums paid under such policies for all
participants were approximately $28.1 million.

Certain directors and executive officers of the Company have made commitments to
invest in various funds sponsored by subsidiaries of DLJ. Such commitments were
made on the same basis as those made by investors not affiliated with DLJ or the
Company. Since January 1, 1999, Mr. Miller committed to invest $1,000,000 in DLJ
European Private Equity Partners, L.P., a limited partnership whose general
partner is WSW Capital, Inc., a wholly-owned subsidiary of DLJ Asset Management
Group, Inc., a wholly-owned subsidiary of DLJ. The commitment referred to above
does not exceed 1.0% of the total commitments to that fund.

Certain directors, officers and employees of the Company, AXA and certain of
their subsidiaries maintain margin accounts with DLJSC. Margin account
transactions for such directors, officers and employees are conducted by DLJSC
in the ordinary course of business and are substantially on the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons and do not involve more than
the normal risk of collectibility or present other unfavorable features. DLJSC
also, from time to time and in the ordinary course of business, enters into
transactions involving the purchase or sale of securities from or to such
directors, officers and employees and members of their immediate families, as
principal. Such transactions on a principal basis are effected on substantially
the same terms as similar transactions with unaffiliated third parties except
that in some instances directors, officers and employees are not charged
placement fees. DLJSC offers its employees reduced commission rates.

LeBoeuf, Lamb, Greene & MacRae, L.L.P. (of which Mr. Greene is of counsel) has
rendered legal services to the Company or its subsidiaries during 1999 and is
expected to continue rendering such services to the Company or its subsidiaries
in 2000.