FIRST AMENDMENT dated as of January 22, 1997, to the Voting Trust
Agreement (the "Voting Trust Agreement") dated as of May 12, 1992, by and among
AXA, a societe anonyme organized under the laws of France ("AXA"), and each of
the persons designated at the end of the Voting Trust Agreement as Voting
Trustees (collectively, the "Voting Trustees").
W I T N E S S E T H
WHEREAS AXA and the Voting Trustees heretofore entered into the Voting
Trust Agreement relating to the ownership of the common stock of The Equitable
Companies Incorporated, a Delaware corporation (the "Company");
WHEREAS AXA changed its corporate governance structure by replacing its
Conseil d'Administration with a Supervisory Board and an Executive Board;
WHEREAS AXA and the Voting Trustees wish to amend the Voting Trust
Agreement to reflect such corporate governance changes.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, the parties hereto agree as follows:
1. Voting Trustees. The Voting Trust Agreement is hereby amended by
deleting clause (i) of the fourth sentence of Section 2(a) of the Voting Trust
Agreement and substituting therefor the following:
"(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".
2. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York without regard to
the principles of conflict of laws, except to the extent that the General
Corporation Law of the State of Delaware is mandatorily applicable to the
subject matter of any provision of this Amendment.
3. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
4. Filing in Registered Office. The Voting Trustees shall file or cause
to be filed this Amendment and any counterpart hereof in the registered office
of the Company in the State of Delaware.
5. Continuing Agreement. Except as expressly set forth in this
Amendment, the Voting Trust Agreement shall continue in full force and effect
and is hereby ratified and confirmed in all respects.
6. Effectiveness. This Amendment is being effectuated by this written
agreement of the parties hereto with the written consent of the Superintendent
of Insurance of the State of New York pursuant to Section 21 of the Voting Trust
Agreement.
IN WITNESS WHEREOF, AXA and each Voting Trustee have executed this
Amendment as of the date first written above.
AXA
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Executive Board
VOTING TRUSTEES
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-Tonnerre
Name: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-Tonnerre