An Agreement, made in the City of New York, in the State of New York, this fifteenth day of June, one thousand nine hundred and five, between Thomas F. Ryan, of the first part, and Grover Cleveland, Morgan J. O'Brien and George Westinghouse (hereinafter called the "Trustees,") of the second part.

Whereas, the Equitable Life Assurance Society of the United States (Hereinafter called the "Society"), is a corporation of the State of New York, having a full paid capital stock of one thousand (1,000) shares of the par value of one hundred dollars ($100) each, of which five hundred and two (502) shares are held by the party of the first part; and

Whereas, the corporate powers of the Society are vested by its charter in a Board of Directors consisting of fifty-two (52) persons, divided into four (4) classes of thirteen (13) directors each, each class serving for a term of four (4) years, so that thirteen (13) directors are selected at each annual election of the Society, and

Whereas, the directors of the Society have adopted a plan for the mutualization of the Society by so amending its charter that, of the fifty-two (52) directors of the Society, twenty-eight (28) should be elected by the policy-holders and twenty-four (24) by the stockholders; and Whereas, the consummation of said plan of mutualization and formal action thereon by the Superintendent of Insurance of the State of New York have hitherto been prevented by litigation, and in order to effect, so far as practicable, and without further delay, the result sought to be attained by such plan of mutualization, the party of the first part has entered into this Agreement with the Trustees;

Now This Agreement Witnesseth As Follows

First: The party of the first part hereby transfers to the Trustees said five hundred and two (502) shares of the capital stock of the Society for the purpose of vesting in the Trustees the right to vote thereon for the term and upon the terms and conditions stated in this agreement. The existing certificates for said stock shall be surrendered and cancelled, and certificates therefor shall be issued to the Trustees, in which certificates it shall appear that the same are issued pursuant to this Agreement, and that fact shall also be noted in the entry of the Trustees as owners of such stock in the proper books of the Society.

Second: The Trustees are exclusively authorized to exercise the voting power on the stock held under this Agreement for the election of directors of the Society, and shall, at every annual election of directors of the Society, so vote on said stock, that out of every thirteen (13) persons for whom such vote shall be cast seven (7) shall be selected in accordance with the wishes of the policy-holders of the Society, expressed as hereinafter provided, and the remaining six (6) directors shall be selected by the Trustees in their uncontrolled discretion, to the end that, of the entire fifty-two (52) directors, twenty-eight (28) shall be policy-holders of the Society, selected by, or on behalf of, the policy-holders and twenty-four (24) shall be lawfully eligible persons selected by the Trustees in their sole discretion.

The wishes of the policy-holders in respect of the directors to be voted for by the Trustees shall be expressed in the following manner: In each year, at any time prior to the first day of November, any holder of any policy which shall have been in force for one year or more, may send to the Trustees at the Equitable Building, No. 120 Broadway, New York City, a written request, designating policy-holders of the Society to the number of not more than seven-thirteenths of the number of directors to be elected at the next ensuing election of directors for whose election as directors such policyholder desires the Trustees to vote at such annual election of directors, or requesting the Trustees to exercise their discretion on his behalf in the selection of policy-holders to act as such directors.

Third: The Trustees are authorized, in respect of said stock, to take, in their discretion, by vote thereon or otherwise, any action necessary or proper to effect the consummation of said plan for the mutualization of the Society, by securing to the policy-holders the right to elect directly twenty-eight (28) of the fifty-two (52) directors of the Society, or a like proportion of the entire number of directors of which the Board of Directors shall from time to time consist.

Fourth: In case said plan of mutualization shall become operative and the policy-holders shall become entitled to vote directly for twenty-eight (28) directors of the Society out of an aggregate number of which the Board of Directors may from time to time consist, then the Trustees, in respect of the stock held under this agreement, shall continue to vote for such lawfully eligible persons to the remaining directors as they shall, in their uncontrolled discretion select.

Fifth: In case of vacancies in the Board of Directors, due to resignation, death or other cause, the Trustees may make recommendations to the Directors of the Society as to the persons to be elected to fill such vacancies to the end that the purposes of this agreement may be promptly and effectually accomplished.

Sixth: No vote shall be cast upon said stock for any purpose except with the unanimous approval of the Trustees, but the Trustees may empower any one of their number actually to cast their vote.

Seventh: Any Trustee may at any time resign by delivering to the other Trustees his resignation in writing. In case of the death or resignation of any Trustee, the vacancy shall forthwith be filled by an appointment made in writing by the remaining Trustees. The term "Trustees" whenever used herein shall include the parties of the second part, and their successors so appointed.

Eighth: The party of the first part shall be entitled to dividends on the stock deposited by him under this agreement.

Ninth: This agreement shall continue in force for the full period authorized by Section 20 of the General Corporation Law of the State of New York, viz., five (5) years from the date hereof. It shall be continued thereafter so long as the Trustees shall deem advisable, and the party of the first part hereby agrees that, upon the expiration of any period of five (5) years, he will, upon the request of the Trustees, execute an instrument continuing, for a further period of five (5) years, this agreement and the powers of the Trustees hereunder, including said power to require an extension hereof. This Agreement may, however, be terminated by the Trustees in their discretion whenever in their opinion its purposes have been accomplished, or for any reason its termination is, in their opinion, advisable.

Tenth: Every other stockholder of the Society may transfer his stock to the Trustees, to be held subject to the provisions of this Agreement, and thereupon may participate in the terms, conditions and privileges thereof.

In witness whereof, the parties hereto have set their hands unto five originals hereof the day and year first above written In presence of

Elihu Root, Thomas F. Ryan,

Paul D. Cravath, Grover Cleveland,

Morgan J. O'Brien, George Westinghouse.