Exhibit 16
CONFORMED COPY
VOTING AGREEMENT dated as of October 17, 2000 (this
"Agreement"), by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acting as
Voting Trustees under a Voting Trust Agreement dated as of May
12, 1992, as amended by an amendment thereto dated January 22,
1997 (as amended, the "Voting Trust Agreement"), among AXA and
the voting trustees (the "Voting Trustees") named therein, to
and for the benefit of AXA Financial, Inc., a Delaware
corporation ("AXF").
WHEREAS, concurrently with the execution of this Agreement, AXA, a societe
anonyme organized under the laws of France ("AXA"), AXA Merger Corp., a Delaware
corporation and wholly owned subsidiary of AXA, and AXF are entering into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of the date
hereof relating to the acquisition by AXA of the minority interests in AXF.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement.
WHEREAS, according to the terms of the Merger Agreement, the Acquisition
will be structured as a joint tender offer by AXA and AXA Merger Corp. followed
by a merger of AXA Merger Corp. with and into AXF (the "Merger").
WHEREAS, the Merger may have to be approved by a majority of the
outstanding stock of AXF entitled to vote thereon.
WHEREAS, pursuant to the Voting Trust Agreement, AXA has deposited into a
voting trust (the "Voting Trust") the shares of capital stock of AXF
beneficially owned by AXA and certain of its affiliates.
WHEREAS, pursuant to the terms of the Voting Trust Agreement, the Voting
Trustees acting in accordance with Section 3 of the Voting Trust Agreement have
the right and power to exercise all voting rights with respect to the capital
stock of AXF deposited in the Voting Trust.
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, together with ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇-Tonnerre, are the Voting Trustees under the Voting Trust Agreement.
WHEREAS, AXF has requested the undersigned Voting Trustees to agree, and,
the undersigned Voting Trustees are willing to agree, to take all actions
required under the Voting Trust Agreement in order to cause all shares of
capital stock of AXF held in the Voting Trust as of the date of the relevant
vote to be voted in favor of the adoption of
the Merger Agreement, if applicable.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:
SECTION 1. VOTING OF AXF SHARES. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as
Voting Trustees under the Voting Trust Agreement, hereby agree that they will
take all actions required under the Voting Trust Agreement in order to cause all
shares of capital stock of AXF held in the Voting Trust as of the date of the
relevant vote to be voted, in any action by written consent of the stockholders
of AXF or at the Company Stockholders Meeting, in favor of the adoption of the
Merger Agreement.
SECTION 2. TERMINATION. This Agreement will terminate upon the earlier to
occur of (a) the Effective Time and (b) the termination of the Merger Agreement
in accordance with the terms thereof. No such termination of this Agreement
shall relieve any party hereto from any liability for any breach of this
Agreement prior to termination.
SECTION 3. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties hereto without the prior written consent of the
other parties hereto. Any purported assignment in violation of this Section 3
shall be void. Subject to the preceding sentences of this Section 3, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors and assigns.
▇▇▇▇▇▇ ▇. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
SECTION 5. JURISDICTION. Each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of any court of the United States located in
the State of Delaware or of any Delaware state court in the event any dispute
arises out of this Agreement or the transactions contemplated by this agreement,
(b) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court and (c) agrees that it
will not bring any action relating to this Agreement in any court other than a
court of the United States located in the State of Delaware or a Delaware state
court.
SECTION 6. HEADINGS. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the
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meaning or interpretation of this Agreement.
SECTION 7. AMENDMENTS. This Agreement may be amended or modified, and the
terms and conditions hereof may be waived, only by a written instrument signed
by the parties hereto or, in the case of a waiver, by each party waiving
compliance.
SECTION 8. COUNTERPARTS. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first written above.
AXA FINANCIAL, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice Chairman and
Chief Financial Officer
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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