Common use of Voting Trustees Clause in Contracts

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.

Voting Trustees. (a) There shall be at all times three Any individual acting as one of the Voting Trustees hereundershall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, subject Bentley and Shareholder, such resignation to any vacancy pending the appointment of be effective at such time as a successor Voting Trustee under accepts this Agreement pursuant to Section 3(c). (b) Subject to the circumstances contemplated below. Any terms of Section 2(c) of this Agreement, in the event of the resignation, death or inability of one of the Voting Trustees to serve for any reason, the successor to such Voting Trustee shall be an individual appointed in accordance with the provisions of this Section 3(b). In the event the trusteeship originally occupied by Lloyd R. Abrams (and any successor Voting Trusteethe "Bentley T▇▇▇▇▇▇▇▇▇▇") may at any time resign by notifying AXA and the other Voting Trustees in writing ▇▇comes v▇▇▇▇▇, Bentley within ten (10) days of its receipt of notice of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA vacancy shall appoint promptly another individual to as a successor Voting Trustee. No Trustee hereunder who shall occupy the Bentley Trusteeship and shall for purposes of this Agreement be deemed Lloyd R. Abrams' successor; and ▇▇ ▇▇▇ ▇▇▇▇▇ ▇he trusteeship originally occupied by Max Munn (the "Interiors Truste▇▇▇▇▇") becomes vacant, Interiors within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trustee hereunder who shall occupy the Interiors Trusteeship and shall for purposes of this Agreement be deemed Max Munn's successor. (▇) ▇▇y person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them hereunder shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as become a Voting Trustee effective immediately only upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his written acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon obligations of the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their the delivery of such acceptance to the acting Voting Trustee (if any), Bentley and Shareholder. Each successor Voting Trustee shall have the same rights, powers, duties under Paragraph 4(c) hereofand obligations as the Voting Trustee whom such successor succeeds.

Voting Trustees. (a) There shall be at all times three Any individual acting as one of the Voting Trustees hereundershall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, subject Bentley and Shareholder, such resignation to any vacancy pending the appointment of be effective at such time as a successor Voting Trustee under accepts this Agreement pursuant to Section 3(c). (b) Subject to the circumstances contemplated below. Any terms of Section 2(c) of this Agreement, in the event of the resignation, death or inability of one of the Voting Trustees to serve for any reason, the successor to such Voting Trustee shall be an individual appointed in accordance with the provisions of this Section 3(b). In the event the trusteeship originally occupied by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (and any successor Voting Trusteethe "Bentley Trusteeship") may at any time resign by notifying AXA and the other Voting Trustees in writing becomes vacant, Bentley within ten (10) days of its receipt of notice of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA vacancy shall appoint promptly another individual to as a successor Voting TrusteeTrustee hereunder who shall occupy the Bentley Trusteeship and shall for purposes of this Agreement be deemed ▇▇▇▇▇ ▇. No ▇▇▇▇▇▇' successor; and in the event the trusteeship originally occupied by ▇▇▇ ▇▇▇▇ (the "Interiors Trusteeship") becomes vacant, Interiors within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trustee hereunder who shall occupy the Interiors Trusteeship and shall for purposes of this Agreement be deemed ▇▇▇ ▇▇▇▇'▇ successor. (c) Any person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them hereunder shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as become a Voting Trustee effective immediately only upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his written acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon obligations of the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their the delivery of such acceptance to the acting Voting Trustee (if any), Bentley and Shareholder. Each successor Voting Trustee shall have the same rights, powers, duties under Paragraph 4(c) hereofand obligations as the Voting Trustee whom such successor succeeds.

Voting Trustees. (a) There shall be at all times three Each of the Voting Trustees hereunderexecuting this Agreement (i) acknowledges receipt of the certificates representing the shares of Common Stock deposited herewith as set forth in Section 2(a) hereof, subject (ii) accepts the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment. (b) The Voting Trustees may purchase, sell, own or hold shares of Common Stock and Voting Trust Certificates in accordance with the Stockholders' Agreement and this Agreement and may contract with and be compensated by the Company or any vacancy pending affiliated corporation or be or become pecuniarily interested in any matter or transaction to which the Company or any affiliated corporation may be a party or with which the Company may in any way be concerned, as fully and freely as if the Voting Trustees were not the Voting Trustees. (c) Any of the Voting Trustees may resign at any time by delivering to the other Voting Trustees such Voting Trustee's resignation in writing, such resignation to take effect upon the appointment of a successor Voting Trustee under the circumstances contemplated below. Any as provided herein, whereupon all powers, rights and obligations of such resigning Voting Trustee under this Agreement shall cease. (and d) If, prior to the occurrence of a Control Event (as defined in the Stockholders' Agreement), any successor Voting Trustee) may at any time resign vacancy shall occur, by notifying AXA and the other Voting Trustees in writing reason of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacitydisability, resignation or disqualification (as described below) inability or refusal to act, in the position of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) Jame▇ ▇. ▇▇▇▇▇▇▇ ▇▇ Davi▇ ▇. ▇▇▇▇▇, ▇▇ Voting Trustees, either of such Voting Trustee's successor shall be such individual who, at the time such vacancy occurs, is a serving as the most senior member of management of the Conseil d'Administration Company (as determined by the Board of AXA orDirectors by a Special Board Vote (as defined in the Stockholders' Agreement)), if at and any time AXA does not have a Conseil d'Administration, a subsequent vacancy in either position shall thereafter be filled by the most senior member of either management of the Supervisory Company (as determined by the Board of AXA or Directors by a Special Board Vote) at the Executive Board of AXA; time such vacancy occurs, and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications")Edwa▇▇ ▇. Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.▇▇▇▇▇,

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor not satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration d’Administration of AXA or, if at any time AXA does not have a Conseil d'Administrationd’Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("“Generali"”) or of Compagnie Financiere de Paribas ("“Paribas"”) or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor not satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "“Qualifications"”). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration d’Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.the

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor not satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.the

Voting Trustees. (a) There shall be at all times three Each of the Voting Trustees hereunderexecuting this Agreement (i) acknowledges receipt of the certificates representing the shares of Common Stock deposited herewith as set forth in Section 2(a) hereof, subject (ii) accepts the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment. (b) The Voting Trustees may purchase, sell, own or hold shares of Common Stock and Voting Trust Certificates in accordance with the Stockholders' Agreement and this Agreement and may contract with and be compensated by the Company or any vacancy pending affiliated corporation or be or become pecuniarily interested in any matter or transaction to which the Company or any affiliated corporation may be a party or with which the Company may in any way be concerned, as fully and freely as if the Voting Trustees were not the Voting Trustees. (c) Any of the Voting Trustees may resign at any time by delivering to the other Voting Trustees such Voting Trustee's resignation in writing, such resignation to take effect upon the appointment of a successor Voting Trustee under the circumstances contemplated below. Any as provided herein, whereupon all powers, rights and obligations of such resigning Voting Trustee under this Agreement shall cease. (and d) If, prior to the occurrence of a Control Event (as defined in the Stockholders' Agreement), any successor Voting Trustee) may at any time resign vacancy shall occur, by notifying AXA and the other Voting Trustees in writing reason of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacitydisability, resignation or disqualification inability or refusal to act, in the position of (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇, as Voting Trustees, either of such Voting Trustee's successor shall be such individual who, at the time such vacancy occurs, is serving as the most senior member of management of the Company (as described belowdetermined by the Board of Directors by a Special Board Vote (as defined in the Stockholders' Agreement)), and any subsequent vacancy in either position shall thereafter be filled by the most senior member of management of the Company (as determined by the Board of Directors by a Special Board Vote) of any at the time such vacancy occurs, and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Voting Trustee, AXA such vacancy, and any subsequent vacancy in such position, shall appoint promptly be filled by the appointment by the remaining Voting Trustees of a successor Voting Trustee. No person , which successor shall be so appointed as a reasonably acceptable to Acquisition Company. Any successor Voting Trustee unless such person (i) is a member of Trustee, when so appointed, shall have the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; same powers and (ii) is not a member of the Board of Directors or the equivalent governing body or obligations as an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee and shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of subject to all the Conseil d'Administration of AXA or, unless AXA terms and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date conditions of this Agreement. In addition, with like effect as though such successor were an original party hereto, and any reference herein to the Voting Trustees shall be deemed to include such successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately Trustee. (e) Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of any event causing a Control Event, all of the Voting Trustees shall immediately resign (and, if such successor resignations are not immediately tendered and effective, Acquisition Company shall be entitled to immediately remove such Voting Trustees), whereupon all powers, rights and obligations of such resigning Voting Trustees under this Agreement shall cease, and Acquisition Company shall become the sole Voting Trustee, and all of the rights, powers and obligations of the Voting Trustees hereunder shall then pass to and devolve upon Acquisition Company. In such event, Acquisition Company shall have the same rights, powers and obligations as an original Voting Trustee and shall be subject to no longer meet all terms and conditions of this Agreement, with like effect as though Acquisition Company were an original party hereto, and any reference herein to the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject deemed to refer solely to Acquisition Company; provided, however, that in the event of any cure of a Control Event pursuant to Section 3(e)(iv) or (vi) of the Stockholders' Agreement, Acquisition Company shall immediately resign as Voting Trustee, whereupon all powers, rights and obligations of Acquisition Company under this Agreement shall cease, and the Voting Trustees who were serving in such positions immediately prior to the prior approval occurrence of such Control Event, or their appropriate successors, shall become the Voting Trustees hereunder. (f) Every registered holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof severally agrees to waive and by such act does waive any and all claims of every kind and nature which hereafter each such holder or bearer may have against the Voting Trustees, and agrees to release and by such act does release the Voting Trustees and their successors and assigns from any liability whatsoever arising out of or in connection with the exercise of their powers or the performance of their duties hereunder, except for the willful misconduct or gross negligence of any of the Superintendent. Voting Trustees. (g) The Voting Trustees agree to serve without compensation. The Company shall promptly notify pay all reasonable expenses of the holders Voting Trustees, including counsel fees, and shall discharge all liabilities incurred by them in connection with the exercise of their powers and performance of their duties under this Agreement. The Company shall also defend, indemnify and hold the Voting Trust Certificates Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, except such appointmentas shall arise from the willful misconduct or gross negligence of any of the Voting Trustees. (bh) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of hereunder, and such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall Trustee's successors, may be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a holder of Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and Trust Certificates, and, to the next sentence extent of this subparagraph (c), nothing contained in this Agreement shall preclude any Common Stock deposited by such Voting Trustee from acting as a director, officer or employee successor or of the Company Voting Trust Certificates issued hereunder with respect to such Common Stock, such Voting Trustee shall be entitled in all respects to the same rights or any affiliate thereof, nor from purchasing, selling, owning, holding benefits as other holders of Voting Trust Certificates who are now or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction may hereafter become parties to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereofAgreement.

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration Board of Directors or any equivalent governing body of AXA or, if at any time AXA does not have a Conseil d'Administration, or either a member of either the Supervisory Board of AXA Management Committee or the Executive Board Committee of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("“Generali"”) or of Compagnie Financiere de BNP Paribas ("“Paribas"”) or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "“Qualifications"”). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration Board of Directors or equivalent governing body of AXA or, unless or either a member of the Management Committee or Executive Committee of AXA. Unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such any Voting Trustee shall be disqualified from serving as a Voting Trustee upon obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii))sentence, unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment. (b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee. (c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.