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.



<TABLE>

<CAPTION>





                                                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

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