AMENDED AND RESTATEDVOTING TRUST AGREEMENT

This AMENDED AND RESTATED VOTING TRUST AGREEMENT (this"Agreement"), dated as of May 12, 2002, is entered into by and among AXA, a corporationorganized under the laws of France ("AXA"), and each of the persons designated at the end ofthis Agreement as Voting Trustees (collectively with any predecessors or successors appointedpursuant hereto, the "Voting Trustees").

WITNESSETH:

WHEREAS, on July 18, 1991, AXA invested $1 billion in The Equitable LifeAssurance Society of the United States, a New York mutual life insurance company ("TheEquitable"), by purchasing a secured note (the "Secured Note") in the principal amount of $750million and a surplus note (the "Surplus Note") in the principal amount of $250 million from TheEquitable;

WHEREAS, on July 22, 1992 The Equitable was converted from a mutual lifeinsurance company to a stock life insurance company that is a wholly owned subsidiary of TheEquitable Companies Incorporated, a Delaware corporation (the "Company"), pursuant to TheEquitable's Plan of Reorganization under Section 7312 of the New York Insurance Law, asamended (as so amended, the "Plan");

WHEREAS, pursuant to the conditions set forth in the Investment Agreementdated as of July 18, 1991, among The Equitable, the Company and AXA, as amended (as soamended, the "Investment Agreement"), the Secured Note and the Surplus Note were exchangedfor shares of the Common Stock, par value $.01 per share, of the Company ("Company CommonStock") and, under certain circumstances, preferred stock of the Company;

WHEREAS, in connection with obtaining the approval of the Superintendent ofInsurance of the State of New York (the "Superintendent") of the Application of AXA, MidiParticipations, Finaxa, AXA Assurances I. A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, UniEurope Assurance Mutuelle, Alpha Assurances Vie Mutuelle and La Nouvelle MutuelleAssurance for approval of the acquisition of control of The Equitable and Equitable VariableLife Insurance Company ("EVLICO"), AXA agreed to ensure that certain indirect shareholdersof AXA cannot exercise control over the Company, The Equitable or EVLICO by establishing avoting trust (the "Trust") as provided in a Voting Trust Agreement dated as of May 12, 1992 andamended by Amendment No. 1 dated as of January 22, 1997 (the "Original Voting TrustAgreement");

WHEREAS, pursuant to the Trust, except for all voting rights with respect to theShares (as hereinafter defined) which will be vested in the Voting Trustees, the holders of VotingTrust Certificates issued hereunder will remain the beneficial owners of all Shares;

WHEREAS, pursuant to Paragraph 11(a) of the Original Voting Trust Agreement,the 10 year term of the Original Voting Trust Agreement is due to expire on May 12, 2002;

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WHEREAS, it is the desire of AXA and the Voting Trustees to renew the terms ofthe Original Voting Trust Agreement for an additional 10 years by way of this Agreement;

WHEREAS, AXA and the Voting Trustees have complied with the renewalrequirements set forth in Paragraph 11(c) of the Original Voting Trust Agreement, which includehaving received the Superintendent's approval of the form of this Agreement; and

WHEREAS, the sole purpose of this Agreement is to hereby renew the terms ofthe Original Voting Trust Agreement for another 10 years.

NOW, THEREFORE, in consideration of the premises and of the mutualcovenants and conditions contained herein, the parties hereto agree as follows:

1.ISSUANCE AND TRANSFER OF SHARES TO VOTING TRUSTEES.

(a)        AXA shall promptly deposit, or shall cause its Subsidiaries (asdefined in the Investment Agreement) to promptly deposit, with the Voting Trustees, as trusteesof the Trust, certificates for all the shares of Company Common Stock and of ConvertiblePreferred Stock and other Preferred Stock (each as defined in the Investment Agreement) to beissued on and after the Effective Date (as defined in the Plan) in exchange for the Secured Noteand the Surplus Note pursuant to the Investment Agreement (such shares, together with anyshares deposited with the Voting Trustee pursuant to subparagraph (b) of this Paragraph 1 or anyother provision of this Agreement, are hereinafter referred to as the Shares).

(b)       In the event that AXA, any Investor Related Party (as defined inthe Standstill and Registration Rights Agreement dated as of July 18, 1991, among the Company,The Equitable and AXA, as amended (as so amended, the Standstill Agreement)) or any otherholder of a Voting Trust Certificate acquires, during the term of the Trust, additional shares ofCompany Common Stock, Convertible Preferred Stock, Other Preferred Stock or any other stockof the Company having voting powers (as defined in Paragraph 22 hereof), AXA or such otherholder shall promptly deposit, or AXA shall cause such Investor Related Party to promptlydeposit, certificates for such additional shares with the Voting Trustees. Notwithstanding theforegoing, no person shall be required to deposit, and AXA shall not be required to cause anyperson to deposit, any shares of stock acquired by such person under circumstances in which,had the stock so acquired constituted Voting Securities (as defined in the Standstill Agreement),the acquisition would have been permitted under Section 2.2(a)(v) of the Standstill Agreement.No person other than AXA, any holder of Voting Trust Certificates or any Investor Related Partymay deposit any shares of stock with the Voting Trustees.

(c)        All certificates for shares deposited with the Voting Trusteespursuant to this Agreement shall be duly endorsed or accompanied by duly executed stockpowers or other instruments of transfer. Such certificates shall be surrendered by the VotingTrustees to the Company for cancellation in exchange for the issuance by the Company,following the filing of this Agreement in the registered office of the Company in the State ofDelaware pursuant to Paragraph 26 hereof, to the Voting Trustees of new stock certificatesregistered in the name of the Voting Trustees, as trustees of the Trust. Upon receipt by them ofcertificates for Shares pursuant to subparagraph (a) or (b) of this Paragraph 1, the Voting

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Trustees shall issue and deliver to AXA, such Investor Related Party or such other holder, asapplicable, Voting Trust Certificates in the form set forth in Paragraph 14 hereof evidencing thenumber and class of Shares so deposited.

(d) In the event AXA is required to deliver or cause to be deliveredshares of Company Common Stock to the Company pursuant to Section 1.2(b) of the InvestmentAgreement, AXA shall so notify the Voting Trustees and the Voting Trustees shall give writtennotice to the holders of the Voting Trust Certificates of the number of shares of CompanyCommon Stock so required to be delivered to the Company. The holders of the Voting TrustCertificates shall promptly deliver to the Voting Trustees Voting Trust Certificates representingthe number of shares of Company Common Stock to be so delivered, on a pro rata basis, and theVoting Trustees shall deliver the required shares to the Company. Following the delivery ofsuch shares to the Company, the Voting Trustees shall issue and deliver to the holders thereofVoting Trust Certificates for the balance of the Shares that were represented by the surrenderedVoting Trust Certificates.

2.VOTING TRUSTEES.

(a) There shall be at all times three Voting Trustees hereunder, subjectto any vacancy pending the appointment of a successor Voting Trustee under the circumstancescontemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any timeresign by notifying AXA and the other Voting Trustees in writing of such resignation, whichshall take effect ten days thereafter or upon the prior acceptance thereof by the other VotingTrustees. Upon the death, incapacity, resignation or disqualification (as described below) of anyVoting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be soappointed as a successor Voting Trustee unless such person (i) is a member of the ConseildAdministration of AXA or, if at any time AXA does not have a Conseil dAdministration, amember of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is nota member of the Board of Directors or the equivalent governing body or an officer or employeeof 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 ofDirectors or equivalent governing body or an officer or employee of Midi Participations orFinaxa or any subsidiary of either of them shall not of itself cause a person to not satisfy thisrequirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred toherein as the Qualifications). Any original Voting Trustee shall be disqualified from servingas a Voting Trustee effective immediately upon such Voting Trustee no longer being a memberof the Conseil dAdministration of AXA or, unless AXA and the holders of Voting TrustCertificates so agree and the prior approval of the Superintendent is obtained, upon such VotingTrustee obtaining a position referred to in clause (ii) of the preceding sentence (other than aposition referred to in the parenthetical relating to Midi Participations and Finaxa and theirsubsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of thisAgreement. In addition, any successor Voting Trustee shall be disqualified from serving as aVoting Trustee effective immediately upon the occurrence of any event causing such successorVoting Trustee to no longer meet the Qualifications. Upon the disqualification of any VotingTrustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be aVoting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the

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Superintendent. The Voting Trustees shall promptly notify the holders of Voting TrustCertificates of any such appointment.

(b)       Any successor Voting Trustee appointed as herein provided shallindicate his acceptance of such appointment by signing a counterpart of this Agreement and uponthe filing by the Voting Trustees of such counterpart at the registered office of the Company inthe State of Delaware such successor shall be vested with all the rights, powers, duties andimmunities herein conferred upon the Voting Trustees as though such successor had beenoriginally a party to this Agreement as a Voting Trustee.

(c)        Subject to subparagraph (a) of this Paragraph 2 and to the nextsentence of this subparagraph (c), nothing contained in this Agreement shall preclude any VotingTrustee 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 orany affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarilyinterested in any transaction to which the Company or any affiliate thereof may be a party or inwhich any of them may in any way be interested, as fully as though such person were not aVoting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any actiondescribed in the preceding sentence if doing so would interfere with the purposes of thisAgreement or with the fulfillment of their duties hereunder, and in particular their duties underParagraph 4(c) hereof.

3.         ACTION BY VOTING TRUSTEES.

The Voting Trustees may act by a unanimous written consent signed by all theVoting Trustees or by the affirmative vote of at least two Voting Trustees at a meeting called byany Voting Trustee upon two days notice to the other Voting Trustees, unless such notice iswaived by each Voting Trustee not receiving such notice. Two Voting Trustees shall constitute aquorum for the transaction of business at a meeting thereof. The Voting Trustees shall have thepower to designate one Voting Trustee to execute certificates and other documents on behalf ofall of them in furtherance of their collective decisions. The Voting Trustees may, from time totime, adopt and/or amend their own rules of procedure, and shall record and keep records of alltheir proceedings at their office.

4.         RIGHTS AND POWERS OF VOTING TRUSTEES.

(a) The Voting Trustees shall possess and be entitled to exercise,subject to the provisions hereof and the Restated Certificate of Incorporation and By-laws of theCompany and applicable law, all the rights and powers of registered owners of the Shares as longas they are subject to the Trust, including, but without limitation, the right and power (i) to voteand exercise all other rights with respect to the Shares, either in person or by proxy, on everymatter for which the Shares may be voted, or to give written consent in lieu of voting thereon,(ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to callmeetings of stockholders of the Company and (iv) to exercise all other voting rights and powerspertaining to ownership of the Shares; it being expressly stipulated that no voting right shall passto others by or under the Voting Trust Certificates, under this Agreement or by or under anyother agreement express or implied, other than any proxy granted by the Voting Trustees with

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respect to the Shares. Notwithstanding the foregoing, the Voting Trustees agree that, in votingany Voting Securities (as defined in the Standstill Agreement) deposited with them, they willcomply with all of the requirements of Section 4.1(a) of the Standstill Agreement applicable toAXA with respect to the voting of Voting Securities owned by AXA, and that the VotingTrustees will not take any action not permitted to be taken by AXA pursuant to such Section4.1(a), in each case until the termination of such Section 4.1(a).

(b)       The Voting Trustees are authorized to become parties to orprosecute or defend or intervene in any suits or legal proceedings in their capacity asstockholders of the Company, and AXA and the holders from time to time of the Voting TrustCertificates agree to hold the Voting Trustees harmless from any action or omission by any ofthe Voting Trustees in any such suit or legal proceeding.

(c)        The duties of the Voting Trustees under this Agreement shallinclude exercising their powers under this Agreement with a view to ensuring that certainindirect shareholders of AXA do not exercise control over the Company, The Equitable orEVLICO, as contemplated by the fourth WHEREAS clause of this Agreement. Subject to thepreceding sentence, in exercising the rights and powers described in subparagraph (a) above, theVoting Trustees shall act in good faith as reasonably prudent business persons to protect thelegitimate economic interests of the holders of Voting Trust Certificates in the Company.

5.DIVIDENDS.

(a)        The Voting Trustees shall instruct the Company to pay alldividends and distributions upon the Shares deposited with the Voting Trustees, other than anydividend or distribution paid in shares of stock of the Company having voting powers, directly tothe holders of the Voting Trust Certificates. Upon such instructions being given by the VotingTrustees to the Company, all liability of the Voting Trustees with respect to such dividends anddistributions shall cease, except that the Voting Trustees shall be obligated to pay to the holdersany dividend or distribution paid by the Company to the Voting Trustees in contravention of theinstructions given by the Voting Trustees. All such dividends and distributions shall be paid tosuch holders ratably, in accordance with the number and class of Shares represented by theirrespective Voting Trust Certificates and in no event shall the Voting Trustees accumulate orreinvest any such dividends or distributions.

(b)       If any dividend or distribution in respect of the Shares depositedwith the Voting Trustees is paid, in whole or in part, in shares of stock of the Company havingvoting powers, the Voting Trustees shall hold, subject to the terms of this Agreement, thecertificates for such shares that are received by them on account of such dividend or distribution,and the holder of each Voting Trust Certificate representing Shares on which such dividend ordistribution has been paid shall be entitled to receive a Voting Trust Certificate issued under thisAgreement for the number and class of Shares so paid with respect to the Shares represented bysuch Voting Trust Certificate.

(c)        Holders of Voting Trust Certificates entitled to receive thedividends or distributions, or Voting Trust Certificates in respect thereof, described in thisParagraph 5 shall be those holders registered as such on the transfer books of the Voting Trustees

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at the close of business on the day fixed by the Company for the taking of a record to determinethose holders of its stock entitled to receive such dividends or distributions.

6.         SUBSCRIPTION RIGHTS.

In case any stock or other securities of the Company are offered for subscriptionto the holders of Shares deposited hereunder, the Voting Trustees, promptly upon receipt ofnotice of such offer, shall mail a copy thereof to each of the holders of the Voting TrustCertificates. If the subscription offer does not consist of stock having voting powers, the holdersof Voting Trust Certificates shall be entitled to subscribe directly in proportion to their interests,as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall take suchactions as shall be requested by such holders in order to facilitate such subscription. If thesubscription offer consists of stock having voting powers, then upon receipt by the VotingTrustees on or before the last day fixed by the Company for subscription and payment of arequest from any such holder of a Voting Trust Certificate to subscribe for shares of such stockon its behalf, accompanied by the sum of money required to pay for such stock, the VotingTrustees shall make such subscription and payment. Upon receiving from the Company thecertificates for stock so subscribed for, the Voting Trustees shall issue to such holder a VotingTrust Certificate in respect thereof.

7.         DISSOLUTION OF THE COMPANY.

In the event of the dissolution or total or partial liquidation of the Company,whether voluntary or involuntary, the Voting Trustees shall instruct the Company to make anydistribution of moneys, securities, rights or property in respect of the Shares deposited with theVoting Trustees directly to the holders of Voting Trust Certificates in proportion to theirinterests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shalldistribute to such holders any distribution received by the Voting Trustees in contravention ofsuch instructions. In no event shall the Voting Trustees accumulate or reinvest any such moneys,securities, rights or property.

8.         REORGANIZATION OF THE COMPANY.

In the event the Company is merged into or consolidated with anothercorporation, or all or substantially all of the assets of the Company are transferred to anothercorporation, then in connection with such merger, consolidation or transfer the term Companyfor all purposes of this Agreement shall be deemed to include such successor corporation, andthe Voting Trustees shall receive and hold under this Agreement any stock of such successorcorporation having voting powers received on account of the ownership, as voting Trusteeshereunder, of the shares held hereunder prior to such merger, consolidation or transfer. VotingTrust Certificates issued and outstanding under this Agreement at the time of such merger,consolidation or transfer may remain outstanding, or the Voting Trustees may, in their discretion,substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form,and the terms Shares and stock as used herein shall be deemed to include any stock havingvoting powers which may be received by the Voting Trustees in connection with such merger,consolidation or transfer. Any other moneys, securities, rights or property received by theVoting Trustees in connection with such merger, consolidation or transfer to which the beneficial

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owners of the Shares deposited hereunder are entitled shall be distributed promptly by the VotingTrustees among the holders of Voting Trust Certificates in proportion to their interests, as shownby the transfer books of the Voting Trustees, and in no event shall the Voting Trusteesaccumulate or reinvest any such moneys, securities, rights or property.

9.         TRANSFER OF SHARES.

(a)        In the event of a proposed transfer of all or any part of the Sharesby a holder of a Voting Trust Certificate to a transferee other than AXA or any other person towhich the transfer of Voting Trust Certificates would be permissible pursuant to Paragraph 15,such holder shall deliver to the Voting Trustees written notice of such proposed transfer, alongwith a certification by such holder of the intention of the holder to make such transfer and theVoting Trust Certificates representing the Shares proposed to be transferred. The certificationshall be in such form as is determined by the Voting Trustees. Within three days after the receiptof such notice and certification, the Voting Trustees shall deliver to such holder certificates forthe number and class of Shares proposed to be transferred properly endorsed to the proposedtransferees and shall cancel the Voting Trust Certificates surrendered by such holder. TheVoting Trustees shall concurrently issue and deliver to such holder Voting Trust Certificates forthe balance of the Shares that were represented by the surrendered Voting Trust Certificates. Inthe event that the proposed transfer is not completed within five days following the delivery ofsuch certificates to such holder, the holder shall redeposit such certificates with the VotingTrustees in accordance with the provisions of this Agreement and shall be issued new VotingTrust Certificates with respect thereto.

(b)       In the event that any shares of Other Preferred Stock are depositedwith the Voting Trustees hereunder, the Voting Trustees shall take such actions as AXA shallrequest in order to enable AXA or any Investor Related Party to deliver any or all of such sharesto the Company in connection with any exercise by AXA or such Investor Related Party ofAXAs preemptive rights to acquire certain securities of the Company under Section 2.3 of theStandstill Agreement. Further, the Voting Trustees shall take such actions as the holders ofVoting Trust Certificates shall request in order to permit the redemption by the Company of anyShares represented by the Voting Trust Certificates held by such holders. In addition, the VotingTrustees shall take such actions as the holders of Voting Trust Certificates representing shares ofConvertible Preferred Stock shall request in order to permit such holders to convert such sharesinto shares of Common Stock. In no event shall the Voting Trustees deliver any Shares to theCompany or to any other person under this subparagraph (b) unless they have received VotingTrust Certificates representing the Shares proposed to be delivered. The Voting Trustees shallpromptly issue and deliver to the appropriate holders Voting Trust Certificates for the balance ofany Shares represented by Voting Trust Certificates surrendered by such holders. Any shares ofstock of the Company having voting powers that are acquired by any holders of Voting TrustCertificates as the result of any action described in this subparagraph (b) will be deposited withthe Voting Trustees pursuant to Paragraph 1(b) hereof.

10.       COMPENSATION OF VOTING TRUSTEES.

Each Voting Trustee shall receive for his services hereunder from AXA the sumof $20,000 per annum, or such other amount as may be agreed in writing by AXA and all the

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holders of the then issued and outstanding Voting Trust Certificates. The Voting Trustees at theexpense of AXA may employ, consistent with their duties expressed in subparagraph 4(c) hereof,counsel and such other assistance as they may deem necessary in the performance of theirfunctions.

11. TERM; RENEWAL; TERMINATION PROCEDURE.

(a)        The Trust shall continue for a period of ten years from the date ofthis Agreement, subject to the right of the parties to this Agreement to renew the same as setforth below. Notwithstanding the foregoing, the Trust and this Agreement may be terminated atany time by a written instrument signed by the Voting Trustees and the holders of all the VotingTrust Certificates, unless either Generali or Paribas then directly or indirectly owns, controls orholds with the power to vote 10 percent or more of the voting securities of any holder of VotingTrust Certificates that controls, within the meaning of Section 1501(a)(2) of the New YorkInsurance Law, The Equitable or EVLICO, in which case the prior written approval of theSuperintendent shall also be required. In addition, the Trust and this Agreement shallautomatically terminate when the Voting Trustees no longer hold any Shares hereunder. Further,the Trust shall be freely revocable and this Agreement freely terminable by AXA by notice to theVoting Trustees and the holders of Voting Trust Certificates upon the earlier of (i) the date TheEquitable and EVLICO are no longer licensed by the superintendent to do an insurance businessin the State of New York and (ii) the date the Company no longer directly or indirectly owns,controls or holds with the power to vote 10 percent or more of the voting securities of TheEquitable or EVLICO. Except as otherwise provided herein, the Trust and this Agreement shallnot be terminable and Shares may not be withdrawn from the Trust.

(b)       At least six months prior to the termination of the Trust pursuant tothe first sentence of Paragraph 11(a), the Voting Trustees shall mail written notice of suchtermination to the Superintendent and to the holders of the outstanding Voting Trust Certificates,at their addresses as they appear on the transfer books of the Voting Trustees.

(c)        At any time after notice of the expiration of the Trust and prior tothe date of such expiration, one or more holders of Voting Trust Certificates hereunder may, byagreement in writing with the Voting Trustees, renew the Trust as to the Shares represented bytheir Voting Trust Certificates for an additional period; provided that no such renewal agreementshall be entered into without the prior written approval of the Superintendent. The VotingTrustees shall, prior to the time of expiration of the Trust, deliver a copy of the renewalagreement to the Superintendent and file copies thereof in the registered office of the Companyin the State of Delaware and in the office of the Voting Trustees maintained for such purpose.Such renewal shall have the effect of creating a new voting trust as to the Shares to which therenewal applies, except that such Shares shall remain in the name and possession of the VotingTrustees as if no termination had occurred. Such renewal shall have no effect on the terminationof the Trust as to the remaining shares of the Company not subject to the renewal agreement,which shall be tendered in accordance with the provisions relating to termination hereunder. Nosuch renewal agreement shall extend the term of this Agreement beyond the maximum periodpermitted by applicable law or affect the rights or obligations of persons not parties thereto.

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(d) Upon termination of the Trust, the Voting Trust Certificates shallcease to have any effect, and the holders of such Voting Trust Certificates shall have no furtherrights under this Agreement other than to receive (i) certificates for Shares or other propertydistributable under the terms hereof upon the surrender of such Voting Trust Certificates and (ii)any dividends or distributions paid to the Voting Trustees in contravention of their instructions tothe Company as described herein. Promptly after the termination of the Trust, the VotingTrustees shall deliver to the holders of Voting Trust Certificates, at their addresses as they appearon the transfer books of the Voting Trustees, properly endorsed certificates for the number andclass of Shares represented by the Voting Trust Certificates actually received from them andthereafter the Voting Trustees shall have no responsibility or liability with respect to the Shares,other than with respect to any such dividends or distributions.

12.       LIABILITY OF VOTING TRUSTEES.

The Voting Trustees shall exercise their best judgment in voting the Shares orotherwise in acting hereunder but shall not be liable to any person hereunder for any thing doneor suffered or omitted in connection therewith except for their own individual willful misconductor gross negligence. No Voting Trustee shall be required to give any bond or other security forthe discharge of his duties.

13.       INDEMNIFICATION.

AXA shall indemnify and hold harmless each Voting Trustee and his executors,administrators and heirs from and against any and all liabilities, obligations, losses, damages,penalties, taxes, claims, suits, costs, expenses or disbursements (including without limitationlegal fees and expenses) of any kind and nature (Losses) resulting from or arising out of thisAgreement or the enforcement of any of the terms hereof or in any way relating to or arising outof the administration of the Trust or the action or inaction of such Voting Trustee hereunder,except to the extent that any such Losses arise out of or result from the individual willfulmisconduct or gross negligence of such Voting Trustee in the performance of his dutieshereunder.

14.       FORM OF VOTING TRUST CERTIFICATES.The Voting Trust Certificates shall be in the following form:

No. . ................ Shares

[Describe class of stock)

.........................

THE EQUITABLE COMPANIES INCORPORATEDA DELAWARE CORPORATIONVOTING TRUST CERTIFICATE FOR STOCK

This certificate is issued, received and held under, and the rights of theholder hereof are subject to, the terms of an Amended and Restated Voting Trust

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Agreement dated as of May 12, 2002 (the Voting Trust Agreement), by andamong AXA, a corporation organized under the laws of France (AXA), and theVoting Trustees identified therein (and their successors in trust), and the holder ofthis certificate, by acceptance hereof, assents and is bound to all the provisions ofsuch Voting Trust Agreement as if such Voting Trust Agreement had been signedby him in person.

THE RIGHTS OF THE HOLDER TO TRANSFER THIS VOTINGTRUST CERTIFICATE ARE SUBJECT TO AND LIMITED BY THE TERMSAND CONDITIONS OF THE VOTING TRUST AGREEMENT. A COPY OFSUCH AGREEMENT MAY BE EXAMINED AT THE REGISTERED OFFICEOF THE EQUITABLE COMPANIES INCORPORATED, A DELAWARECORPORATION (THE COMPANY), IN THE STATE OF DELAWARE ORIF NOT ON FILE AT SUCH OFFICE WILL BE FURNISHED BY THEVOTING TRUSTEES TO EACH HOLDER WHO REQUESTS A COPY.

This certifies that _______________________ or registered assigns is

entitled to all the benefits arising from the deposit with the Voting Trustees underthe Voting Trust Agreement of certificates for shares of the stock of the Companyas provided in the Voting Trust Agreement and subject to the terms thereof. Untilthe Voting Trustees shall have delivered the stock held under the Voting TrustAgreement to or as directed by the holders of the Voting Trust Certificates asprovided in the Voting Trust Agreement, the Voting Trustees shall possess andshall be entitled to exercise all rights and powers of a registered owner of suchstock, including the right to vote thereon for every purpose, and to executeconsents in respect thereof for every purpose, it being expressly stipulated that novoting right passes to the holder hereof, or his assigns, under this certificate or anyagreement, express or implied.

Under the Voting Trust Agreement, the holder hereof is required todeposit any shares of stock of the Company having voting powers which areacquired by the holder with the Voting Trustees under the Voting TrustAgreement.

The Voting Trustees shall instruct the Company to pay all dividends anddistributions upon the shares deposited with the Voting Trustees, other than anydividend or distribution paid in shares of stock of the Company having votingpowers, directly to the holders of the Voting Trust Certificates. Such dividend ordistribution shall be paid to such holders ratably, in accordance with the numberand class of shares represented by their respective Voting Trust Certificates.

If any dividend or distribution in respect of the shares deposited with theVoting Trustees is paid, in whole or in part, in shares of stock of the Companyhaving voting powers, the Voting Trustees shall hold, subject to the terms of theVoting Trust Agreement, the certificates for such shares that are received by themon account of such dividend or distribution, and the holder of each Voting TrustCertificate representing shares on which such dividend or distribution has been

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paid shall be entitled to receive a Voting Trust Certificate issued under the VotingTrust Agreement for the number and class of shares so paid with respect to theshares represented by such Voting Trust Certificate.

Holders of Voting Trust Certificates entitled to receive the dividends ordistributions, or Voting Trust Certificates in respect thereof, described herein shallbe those holders registered as such on the transfer books of the Voting Trustees atthe close of business on the day fixed by the Company for the taking of a recordto determine those holders of its stock entitled to receive such dividends ordistributions.

In the event of the dissolution or total or partial liquidation of theCompany, the Voting Trustees shall instruct the Company to make anydistribution of moneys, securities, rights or property in respect of the sharesdeposited with the Voting Trustees directly to the holders of the Voting TrustCertificates in proportion to their interests, as shown by the transfer books of theVoting Trustees, and the Voting Trustees shall distribute to such holders anyamounts received by the Voting Trustees in contravention of such instructions.

Stock certificates for the number and class of shares of stock thenrepresented by this certificate shall be due and deliverable hereunder upon thetermination of the Voting Trust as provided in the Voting Trust Agreement.

The Voting Trust Agreement shall continue in full force and effect for aperiod of ten years from the date of the Voting Trust Agreement (subject torenewal), unless the Voting Trustees no longer hold any stock pursuant to theprovisions of the Voting Trust Agreement or the Voting Trust Agreement and theVoting Trust are terminated by a written instrument signed by the Voting Trusteesand the holders of all the Voting Trust Certificates, upon the written approval ofthe New York Superintendent of Insurance if required under the Voting TrustAgreement. In addition, the trust may be revoked and the Voting TrustAgreement terminated by AXA under the circumstances described in the VotingTrust Agreement. The Voting Trust Agreement may be renewed for successiveperiods, as provided therein. Subject to the restrictions on transfer contained inthe Voting Trust Agreement, this certificate is transferable on the books of theVoting Trustees at their office maintained for that purpose, the location of whichshall be designated by the Voting Trustees by notice from time to time, by theholder hereof, either in person or by attorney duly authorized, in accordance withthe rules established for that purpose by the Voting Trustees and on surrender ofthis certificate properly endorsed. Title to this certificate when duly endorsedshall, to the extent permitted by law and the Voting Trust Agreement, betransferable with the same effect as in the case of a negotiable instrument. Eachholder hereof agrees that delivery of this certificate, duly endorsed by such holder,shall vest title hereto and all rights hereunder in any transferee permitted underthe Voting Trust Agreement; provided, however, that the Voting Trustees maytreat the registered holder hereof as the absolute owner hereof, and of all rightsand interests represented hereby, for all purposes whatsoever, and the Voting

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Trustees shall not be bound or affected by any notice to the contrary or by anynotice of any trust, whether express, implied or constructive, or of any charge orequity respecting the title or ownership of this certificate, or the shares of stockrepresented hereby; provided, however, that no delivery of stock certificateshereunder shall be required without surrender hereof properly endorsed.

This certificate shall not be valid for any purpose until duly signed by theVoting Trustees.

The word Voting Trustees as used in this certificate means the VotingTrustees or any successor Voting Trustees acting under such Voting TrustAgreement.

IN WITNESS WHEREOF, the Voting Trustees have signed thiscertificate on _______________________ , ____.

Voting Trustee

Voting Trustee

Voting Trustee

(Form of Assignment)

FOR VALUE RECEIVED ____________________ hereby assigns the

within certificate, and all rights and interest represented thereby, to

________________ and appoints ____________________ attorney to transfer

this certificate on the books of the Voting Trustees mentioned therein, with fullpower of substitution.

Dated

Note: The signature on this assignment must correspond with the name as writtenupon the face of this certificate in every particular, without alteration,enlargement or any change whatever.

15. TRANSFER OF CERTIFICATES.

(a) The Voting Trust Certificates may not be transferred to any personother than AXA, any Investor Related Party or any Affiliate (as such term is defined in theInvestment Agreement) of AXA which, if not an Investor Related Party, agrees or has agreed inwriting pursuant to the Standstill Agreement to be bound by the Standstill Agreement as if itwere AXA. Notwithstanding the foregoing, in no event shall a Voting Trustee purchase, sell,own, hold or deal in Voting Trust Certificates. Subject to the foregoing limitations, the Voting

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Trust Certificates shall be transferable by the holders thereof on the transfer books of the VotingTrustees at their office maintained for such purpose, the location of which they shall designate bynotice from time to time, according to the rules established for that purpose by the VotingTrustees, and the Voting Trustees may treat the registered holders as owners thereof for allpurposes whatsoever, except that they shall not be required to deliver stock certificates hereunderwithout the surrender of such Voting Trust Certificates.

(b) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed,the Voting Trustees, in their discretion, may issue a duplicate of such certificate upon receipt of:(i) evidence of such fact satisfactory to them; (ii) indemnity satisfactory to them; (iii) the existingcertificate, if mutilated; and (iv) their reasonable fees and expenses in connection with theissuance of a new Voting Trust Certificate.

16.       NOTICES.

(a)        Unless otherwise in this Agreement specifically provided, anynotice to or communication with any holder of Voting Trust Certificates other than AXA may besent by mail, either regular, registered or certified with return receipt requested, addressed tosuch holder at its address appearing on the transfer books of the Voting Trustees.

(b)       Any notice to AXA hereunder may be sent by registered orcertified mail, return receipt requested, to AXA addressed as follows: Secretaire General, AXA,23, avenue Matignon, 75008 Paris, France.

(c)        Any notice to all of the Voting Trustees hereunder may be sent byregistered or certified mail, return receipt requested, addressed to them at their office maintainedfor such purpose as designated by notice from time to time. Any notice from one Voting Trusteeto the other Voting Trustees may be made in person or by mail or facsimile to them at theiraddresses as they appear in this Agreement, or at any other address as may be designated bynotice from time to time.

(d)       All distributions of cash, securities or other property hereunder bythe Voting Trustees to the holders of Voting Trust Certificates may be made in the same manneras hereinabove provided for the giving of notices to the holders of Voting Trust Certificates.

(e)        All notices concerning amendments, extensions or the terminationof this Agreement or concerning the death, incapacity, resignation or disqualification of any ofthe Voting Trustees shall also be delivered to the Superintendent.

17.       CONTINUING AGREEMENT.

All Voting Trust Certificates issued as herein provided shall be issued, receivedand held subject to all the terms of this Agreement.

18.       GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in accordancewith the laws of the State of New York without regard to the principles of conflict of laws,

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except to the extent the General Corporation Law of the State of Delaware is mandatorilyapplicable to the subject matter of any provision of this Agreement.

19.       COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which shall constitute one and the same instrument.

20.       COMPETE AGREEMENT.

This Agreement contains the entire understanding of the parties hereto withrespect to the matters covered hereby, except that this Agreement shall not supersede orotherwise modify in any respect any agreement of the parties hereto contained in the StandstillAgreement or the Investment Agreement.

21.       AMENDMENTS AND WAIVERS.

At any time prior to the termination of this Agreement, the Voting Trustees, AXAand the holders of Voting Trust Certificates may, by written agreement, amend or waive any ofthe provisions hereof; provided that any such amendment or waiver may only be made with theprior written consent of the Superintendent.

22.       HEADINGS; INTERPRETATION.

The headings contained in this Agreement are for reference purposes only andshall not affect in any way the meaning or interpretation of this Agreement. As used in thisAgreement, any reference to stock of the Company having voting powers shall refer toCompany Common Stock, Convertible Preferred Stock, Other Preferred Stock and any otherstock of the Company having the power to vote in the election of directors of the Company,including without limitation any stock having such power only upon the occurrence of a defaultor any other extraordinary contingency.

23.       GENDER AND NUMBER.

In this Agreement, unless the context otherwise requires, the masculine, feminineand neuter genders and the singular and the plural include one another.

24.       REMEDIES.

In the event of any breach of this Agreement, in addition to any legal remedies tothe extent allowed by law, in recognition of the fact that remedies at law would not be sufficient,the parties hereto shall be entitled to equitable remedies, including without limitation specificperformance and injunctive relief.

25.       FURTHER INSTRUMENTS.

Each party shall from time to time execute and deliver such further instruments asany other party may reasonably request to effectuate the intent of this Agreement.

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26. FILING IN REGISTERED OFFICE.

The Voting Trustees shall file or cause to be filed this Agreement, anyamendment or renewal of this Agreement and any counterpart hereof executed by a successorVoting Trustee in the registered office of the Company in the State of Delaware.

27.       NON-WAIVER OF RIGHTS AND BREACHES.

No failure or delay of any party hereto or any holder of a Voting Trust Certificatein the exercise of any right given to such party or such holder hereunder shall constitute a waiverthereof unless the time specified herein for the exercise of such right has expired, nor shall anysingle or partial exercise of any right preclude any other or further exercise thereof or of anyother right. The waiver by a party hereto or any holder of a Voting Trust Certificate of anydefault of any party hereto or any such holder shall not be deemed to be a waiver of anysubsequent default or other default by such party or such holder or any other party or holder.

28.       TRANSFER OF SHARES.

The Voting Trustees shall not have any power to sell, assign, transfer, encumber,pledge, grant any security interest in, or consent to the placement of any lien upon or against theShares, except for transfers of such Shares upon the merger or consolidation of the Companywith another corporation and otherwise as specifically provided in this Agreement.

29.       BENEFICIARIES.

This Agreement is for the exclusive benefit of the parties hereto and the holders ofVoting Trust Certificates and is not intended to confer any rights on any other person except forthe Superintendent.

IN WITNESS WHEREOF, AXA and each Voting Trustee have signed thisAgreement as of the date first written above.

|                | AXA |          
|--------------- | --- | ---------
|                | By: |          
|                |     | Title:   
|                |     |          
|VOTING TRUSTEE: |     |          
|                |     |          
|Signature       |     | Signature
|                |     |          
|                |     |          
|Name            |     | Name     
|                |     |          
|                |     |          



By:







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|Address |           | Address
|------- | --------- | -------
|        |           |        
|        |           |        
|        | Signature |        
|        |           |        
|        |           |        
|        |           |        
|        | Name      |        
|        |           |        
|        |           |        
|        |           |        
|        | Address   |        



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