-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dg14i6o8hCIbAZ+tYpGKxdsAiN20YBytVAcSylOjc0+KgOYPQrzLOjJSd5owSnAG /f480UTh0V0isjBosOfs8g== 0000950123-02-011424.txt : 20021127 0000950123-02-011424.hdr.sgml : 20021127 20021127171203 ACCESSION NUMBER: 0000950123-02-011424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20021127 GROUP MEMBERS: ACMC, INC. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: AXA FINANCIAL SERVICES, LLC GROUP MEMBERS: CLAUDE BEBEAR, AS AXA VOTING TRUSTEE GROUP MEMBERS: ECMEC, LLC GROUP MEMBERS: EQUITABLE HOLDINGS, LLC GROUP MEMBERS: FINAXA GROUP MEMBERS: FRANCOISE COLLOC'H, AS AXA VOTING TRUSTEE GROUP MEMBERS: HENRI DE CASTRIES AS AXA VOTING TRUSTEE GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE US SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT HOLDING LP CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42546 FILM NUMBER: 02844176 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19961231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13D/A 1 y66223bsc13dza.txt AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) ALLIANCE CAPITAL MANAGEMENT HOLDING L.P. (f/k/a Alliance Capital Management L.P.) (Name of Issuer) Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests (Title of Class of Securities) 01855A101 (CUSIP Number) Alvin H. Fenichel Senior Vice President and Controller AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (212) 314-4094 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Christianne Butte, Head of Central Legal Department AXA, 25, avenue Matignon 75008 Paris, France 011-331-40-75-56-38 November 25, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) SCHEDULE 13D CUSIP No. 01855A101 Page 2 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC, CO - -------------------------------------------------------------------------------- 2 SCHEDULE 13D CUSIP No. 01855A101 Page 3 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) FINAXA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC,CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP No. 01855A101 Page 4 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Assurances I.A.R.D. Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP No. 01855A101 Page 5 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Assurances Vie Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- 5 SCHEDULE 13D CUSIP No. 01855A101 Page 6 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Courtage Assurances Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- 6 SCHEDULE 13D CUSIP No. 01855A101 Page 7 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Conseil Vie Assurance Mutuelle - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- 7 SCHEDULE 13D CUSIP No. 01855A101 Page 8 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Claude Bebear, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 8 SCHEDULE 13D CUSIP No. 01855A101 Page 9 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Henri de Castries, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 9 SCHEDULE 13D CUSIP No. 01855A101 Page 10 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Francoise Colloc'h, as AXA Voting Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Item 5 ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH See Item 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Item 5 (Not to be construed as an admission of beneficial ownership) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 10 SCHEDULE 13D CUSIP No. 01855A101 Page 11 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Financial, Inc. 13-3623351 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,444,356 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,444,356 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC,CO - -------------------------------------------------------------------------------- 11 SCHEDULE 13D CUSIP No. 01855A101 Page 12 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AXA Financial Services, LLC 52-2197822 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,444,356 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,444,356 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Items 4 and 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC,OO - -------------------------------------------------------------------------------- 12 SCHEDULE 13D CUSIP No. 01855A101 Page 13 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The Equitable Life Assurance Society of the United States 13-5570651 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,444,356 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,444,356 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,356 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - See Items 4 and 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC,CO - -------------------------------------------------------------------------------- 13 SCHEDULE 13D CUSIP No. 01855A101 Page 14 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Equitable Holdings, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 722,178 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 722,178 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,178 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - See Items 4 and 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC,OO - -------------------------------------------------------------------------------- 14 SCHEDULE 13D CUSIP No. 01855A101 Page 15 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) ACMC, Inc. 13-2677213 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 722,178 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 722,178 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,178 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - See Items 4 and 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 15 SCHEDULE 13D CUSIP No. 01855A101 Page 16 of 87 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) ECMC, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 722,178 - See Items 4 and 5 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 722,178 - See Items 4 and 5 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,178 - See Items 4 and 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - See Items 4 and 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 16 Page 17 of 87 Pages This Amendment No. 9 amends the Statement on Schedule 13D ("Schedule 13D") initially filed on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa, the Mutuelles AXA (as herein defined) and the Trustees of a Voting Trust (established pursuant to the Voting Trust Agreement dated as of May 12, 1992 (the "Original Voting Trust Agreement")), as amended by Amendment No. 1 to the Schedule 13D filed on July 29,1993 ("Amendment No. 1"), Amendment No. 2 to the Schedule 13D filed on September 14, 1994 ("Amendment No. 2"), Amendment No. 3 to the Schedule 13D filed on October 22, 1996 ("Amendment No. 3"), Amendment No. 4 to the Schedule 13D filed on July 11, 1997 ("Amendment No. 4"), Amendment No. 5 to the Schedule 13D filed on September 4, 1997 ("Amendment No. 5"), Amendment No. 6 to the Schedule 13D filed on April 9, 1999 ("Amendment No. 6"), Amendment No. 7 to the Schedule 13D filed on November 4, 1999 ("Amendment No. 7"), and Amendment No. 8 to the Schedule 13D filed on June 23, 2000, each of which was filed by AXA, Midi Participations (except as to Amendment Nos. 3, 4, 5, 6, 7 and 8), Finaxa, the Mutuelles AXA, the Trustees, AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated), The Equitable Life Assurance Society of the United States, Equitable Holding Corporation (which was merged in 1997 into Equitable Holdings, LLC), Equitable Investment Corporation (which was merged in November 1999 into Equitable Holdings, LLC), ACMC, Inc. and ECMC, LLC (successor by merger to Equitable Capital Management Corporation), which Schedule 13D relates to Units representing assignments of beneficial ownership of limited partnership interests of Alliance Capital Management Holding L.P. (formerly known as Alliance Capital Management L.P.), a Delaware limited partnership ("Alliance"). ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows. This statement is being filed by (i) AXA, a company organized under the laws of France, (ii) Finaxa, a holding company organized under the laws of France, (iii) AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle), four mutual insurance companies organized under the laws of France (the "Mutuelles AXA"), (iv) Claude Bebear (Chairman of the Supervisory Board of AXA), Henri de Castries (Chairman of the Management Board of AXA) and Francoise Colloc'h (a member of the Management Board of AXA), as Trustees (the "Trustees") of a Voting Trust (the "Voting Trust") established pursuant to the Original Voting Trust Agreement and currently governed by an Amended and Restated Voting Trust Agreement dated as of May 12, 2002, by and among AXA and the Trustees (the "Amended Voting Trust Agreement" and, together with the Original Voting Trust Agreement, the "Voting Trust Agreement"), (v) AXA Financial, Inc. (formerly known as The Equitable Companies 17 Page 18 of 87 Pages Incorporated), a Delaware corporation ("AXF"), (vi) AXA Financial Services, LLC (formerly known as AXA Client Solutions, LLC), a Delaware limited liability company whose sole member is AXF ("AXFS"), (vii) The Equitable Life Assurance Society of the United States, a New York stock life insurance company ("Equitable"), (viii) Equitable Holdings, LLC ("EHLLC") (Equitable Investment Corporation merged into EHLLC in November 1999), a New York limited liability company whose sole member is Equitable, (ix) ACMC, Inc., a Delaware corporation ("ACMC"), and (x) ECMC, LLC ("ECMC"), a Delaware limited liability company whose sole member is Equitable Holdings, LLC and which is the successor by merger to Equitable Capital Management Corporation. AXA, Finaxa, the Mutuelles AXA, the Trustees, AXF, AXFS, Equitable, EHLLC, ACMC and ECMC are hereinafter collectively referred to as the "Reporting Persons." AXA. AXA is a holding company for an international group of insurance and related financial service companies. The address of AXA's principal business and office is 25, avenue Matignon, 75008 Paris, France. As of March 19, 2002, approximately 17.8% of the issued ordinary shares (representing approximately 28.8% of the voting power) of AXA were directly or indirectly owned by Finaxa. As of March 19, 2002, the Mutuelles AXA, in addition to their indirect beneficial ownership of AXA's ordinary shares through Finaxa, directly beneficially owned approximately 2.8% of AXA's ordinary shares (representing approximately 4.4% of the voting power). In addition, as of March 19, 2002, approximately 1.7% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA. Finaxa. Finaxa is a holding company. The address of Finaxa's principal business and office is 23, avenue Matignon, 75008 Paris, France. As of March 19, 2002, approximately 69.5% of the voting shares (representing approximately 79.5% of the voting power) of Finaxa were owned by the Mutuelles AXA, and approximately 22.2% of the voting shares (representing approximately 13.7% of the voting power) of Finaxa were owned by BNP Paribas, a French bank. The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle). Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXA's principal business and office is as follows: (i) for each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Conseil Vie Assurance Mutuelle is 370, rue Saint Honore, 75001 Paris, France; and (ii) for AXA Courtage Assurance Mutuelle is 26, rue Louis le Grand, 75002 Paris, France. The Trustees. In order to ensure, for insurance regulatory purposes, that certain indirect minority shareholders of AXA are not able to exercise control over AXF and certain of its insurance subsidiaries, AXA has agreed pursuant to the Voting Trust 18 Page 19 of 87 Pages Agreement to deposit in the Voting Trust the shares of capital stock of AXF having voting powers beneficially owned by AXA and certain of its affiliates. AXA or any such affiliate depositing capital stock in the Voting Trust will remain the beneficial owner of all capital stock deposited by it in the Voting Trust, but during the term of the Voting Trust the Trustees will exercise all voting rights with respect to such capital stock. Additional information relating to the Voting Trust Agreement is set forth in the Schedule 13D filed by AXA with respect to its ownership of the capital stock of AXF. Information with respect to the Trustees is set forth on Exhibit 1 hereto since each of the Trustees is a member of the Supervisory or Management Board of AXA. AXF and Subsidiaries. AXF is a holding company. As of November 25, 2002, 100% of the outstanding shares of common stock of AXF were beneficially owned by AXA. AXF and its subsidiaries (including Equitable, an indirect wholly-owned subsidiary) provide diversified financial services to a broad spectrum of financial advisory, insurance and investment management customers. AXFS, whose sole member is AXF, wholly owns Equitable, which in turn wholly owns ACMC. EHLLC, whose sole member is Equitable, is the sole member of ECMC. ECMC, ACMC, EHLLC, AXFS and AXF are holding companies. The address of the principal business and principal office of AXF, AXFS, Equitable, EHLLC, ACMC and ECMC is 1290 Avenue of the Americas, New York, New York 10104. The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibits 1 through 13 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibits 1 through 13 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof. The source of funds for the purchase of 8,160,000 units of limited partnership interests of Alliance Capital ("Alliance Capital Units") reported by the Reporting Persons 19 Page 20 of 87 Pages was working capital of ECMC. See response to Item 4 for a summary of the transaction pursuant to which 8,160,000 Alliance Capital Units were purchased by ECMC. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof. On October 2, 2000, Alliance Capital acquired substantially all of the assets and assumed substantially all of the liabilities of Sanford C. Bernstein Inc. ("SCB") and its subsidiaries (the "Acquisition"). In connection with the Acquisition, AXF entered into a purchase agreement with SCB and Alliance Capital, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of the Acquisition, to cause AXF or its designee to purchase the Alliance Capital Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Alliance Capital Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition, in an amount not to exceed 20% of the Equity Consideration per year and subject to deferral under certain circumstances. On November 8, 2002, SCB delivered a notice to AXF stating that it was exercising its right to sell 8,160,000 Alliance Capital Units under the Purchase Agreement (the "Exercise Notice"). On November 20, 2002, as contemplated by the Purchase Agreement, AXF delivered a notice to SCB specifying November 25, 2002 as the settlement date and designating ECMC to be the purchaser (the "Settlement Notice"). The closing of the purchase took place on November 25, 2002. At the closing, ECMC purchased from SCB Partners Inc., a wholly owned subsidiary of SCB, 8,160,000 Alliance Capital Units at $30.601 per unit, resulting in an aggregate purchase price of $249,704,160. As provided in the Purchase Agreement, the purchase price per Alliance Capital Unit is the average of the closing prices of Units as quoted on the New York Stock Exchange composite tape for the ten trading days ending on November 15, 2002, the fifth trading day following the November 8, 2002 exercise date. Except as set forth in this statement, none of the Reporting Persons has any plans or proposals described in Item 4(a)-(j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Items 5(a), (b) and (c) are hereby amended and restated in their entirety as set forth below. 20 Page 21 of 87 Pages (a) & (b) At the close of business on November 20, 2002: AXF did not beneficially own directly any Units and beneficially owned 32,623,675 Alliance Capital Units representing approximately 13.5% of the Alliance Capital Units outstanding; Equitable did not beneficially own directly any Units and beneficially owned 5,219,396 Alliance Capital Units representing approximately 2.1% of the Alliance Capital Units outstanding; ACMC beneficially owned directly 722,178 Units representing approximately 0.9% of the Units outstanding and 66,220,822 Alliance Capital Units representing approximately 26.5% of the Alliance Capital Units outstanding; and ECMC beneficially owned directly 722,178 Units representing approximately 0.9% of the Units outstanding and 32,575,727 Alliance Capital Units representing approximately 13.0% of the Alliance Capital Units outstanding. Equitable, ACMC and ECMC have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of each of their respective Units and Alliance Capital Units. By reason of its ownership interest in ECMC, EHLLC may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 722,178 Units owned by ECMC, representing approximately 0.9% of the Units outstanding, and the 32,575,727 Alliance Capital Units owned by ECMC representing approximately 13.0% of the Alliance Capital Units outstanding. By reason of its ownership interest in ACMC and ECMC, Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC and the 722,178 Units owned by ECMC, which together represent approximately 1.9% of the Units outstanding, and the 66,220,822 Alliance Capital Units owned by ACMC and the 32,575,727 Alliance Capital Units owned by ECMC, which, together with the 5,219,396 Alliance Capital Units owned directly by Equitable, represent 41.6% of the Alliance Capital Units outstanding. By reason of its ownership interest in ACMC, ECMC and Equitable, AXFS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC and the 722,178 Units owned by ECMC, together representing approximately 1.9% of the Units outstanding, and the 66,220,822 Alliance Capital Units owned by ACMC and the 32,575,727 Alliance Capital Units owned by ECMC, which, together with the 5,219,396 Alliance Capital Units owned directly by Equitable, represent 41.6% of the Alliance Capital Units outstanding. By reason of its ownership interest in ACMC, ECMC, Equitable and AXFS, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC and the 722,178 Units owned by ECMC, together representing approximately 1.9% of the Units outstanding, and the 66,220,822 Alliance Capital Units owned by ACMC, the 32,575,727 Alliance Capital Units owned by ECMC and the 5,219,396 Alliance Capital Units owned directly by Equitable, which, together with the 32,623,675 Alliance Capital Units owned directly by AXF, represent approximately 54.6% of the Alliance Capital Units outstanding. (This excludes Units acquired by Alliance solely for investment purposes on behalf of client discretionary accounts.) 21 Page 22 of 87 Pages AXA, by virtue of its ownership of 100% of the outstanding shares of common stock of AXF, may be deemed to beneficially own all of the Units and Alliance Capital Units owned indirectly by AXF. By reason of the Voting Trust Agreement, the Trustees may also be deemed to be beneficial owners of such Units and Alliance Capital Units. In addition, the Mutuelles AXA, as a group, and Finaxa may be deemed to be beneficial owners of such Units and Alliance Capital Units. Each of AXA, Finaxa, the Mutuelles AXA and the Trustees expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such Units or Alliance Capital Units. AXA, by reason of its relationship with AXF, may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of all of the Units and Alliance Capital Units beneficially owned by AXF. By reason of the Voting Trust arrangement, the Trustees may be deemed and, by reason of their relationship with AXA, the Mutuelles AXA, as a group, and Finaxa may be deemed, to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the Units and Alliance Capital Units beneficially owned by AXF. To the knowledge of the Reporting Persons, the following directors and executive officers of the Reporting Persons listed in Exhibits 1 through 13 hereto beneficially own the following number of outstanding Units and Alliance Capital Units and options or other rights to acquire Units presently or within 60 days: Bruce W. Calvert 1,520,000 Units (includes 1,020,000 Units which Mr. Calvert may acquire within 60 days under Alliance Capital Option Plans); 500,000 Alliance Capital Units Henri de Castries 2,000 Units John S. Chalsty 18,000 Units Christopher M. Condron 5,000 Units Denis Duverne 2,000 Units John T. Hartley 1,460 Units (all of which are owned by his spouse, Martha Hartley) W. Edwin Jarmain 4,000 Units (includes 2,000 Units which Mr. Jarmain may acquire within 60 days under Alliance Capital Option Plans) 22 Page 23 of 87 Pages George J. Sella, Jr. 5,000 Units Peter J. Tobin 2,000 Units (represents 2,000 Units which Mr. Tobin may acquire within 60 days under Alliance Capital Option Plans) Stanley B. Tulin 4,000 Units Other than as described above and in Item 4 above, none of the Reporting Persons beneficially owns any Units or Alliance Capital Units or options or other rights to acquire Units or Alliance Capital Units presently or within 60 days and, to the knowledge of the Reporting Persons, none of the natural persons listed in Exhibits 1 through 13 hereto beneficially owns any Units or options and other rights to acquire Units within 60 days. (c) Other than as described in Item 4 above, during the 60 days preceding the filing of this Amendment, no transactions in Units or Alliance Capital Units were made by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibits 1 through 13 hereto. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by inserting the following text at the end thereof. The Original Voting Trust Agreement was due to expire pursuant to its terms on May 12, 2002. AXA and the Voting Trustees renewed the terms of the Original Voting Trust Agreement for an additional 10 year period by way of the Amended Voting Trust Agreement. See response to Item 4 for a summary of the Exercise Notice and the Settlement Notice. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Information with respect to Members of the Management Board, Supervisory Board and Executive Officers of AXA Exhibit 2 Information with respect to Executive Officers of Finaxa and Members of Finaxa's Conseil d'Administration 23 Page 24 of 87 Pages Exhibit 3 Information with respect to Executive Officers of AXA Assurances I.A.R.D. Mutuelle and Members of AXA Assurances I.A.R.D. Mutuelle's Conseil d'Administration Exhibit 4 Information with respect to Executive Officers of AXA Assurances Vie Mutuelle and Members of AXA Assurances Vie Mutuelle's Conseil d'Administration Exhibit 5 Information with respect to Executive Officers of AXA Courtage Assurance Mutuelle and Members of AXA Courtage Assurance Mutuelle's Conseil d'Administration Exhibit 6 Information with respect to Executive Officers of AXA Conseil Vie Assurance Mutuelle and Members of AXA Conseil Vie Assurance Mutuelle's Conseil d'Administration Exhibit 7 Intentionally omitted since Alpha Assurances I.A.R.D. Mutuelle was merged into Alpha Assurances Vie Mutuelle (now known as AXA Conseil Vie Assurance Mutuelle) Exhibit 8 Information with respect to the Executive Officers and Directors of AXA Financial, Inc. (which is the sole member of AXA Financial Services, LLC) Exhibit 9 Information with respect to the Executive Officers and Directors of The Equitable Life Assurance Society of the United States (which is the sole member of Equitable Holdings, LLC) Exhibit 10 Intentionally omitted since Equitable Holding Corporation has merged into Equitable Holdings, LLC, whose sole member is The Equitable Life Assurance Society of the United States Exhibit 11 Intentionally omitted since Equitable Investment Corporation has merged into Equitable Holdings, LLC, whose sole member is The Equitable Life Assurance Society of the United States Exhibit 12 Information with respect to the Executive Officers and Directors of ACMC, Inc. Exhibit 13 Intentionally omitted since Equitable Capital Management Corporation has merged into ECMC, LLC, whose sole member is Equitable Holdings, LLC 24 Page 25 of 87 Pages Exhibit 14 Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 of the Schedule 13D filed on August 4, 1992) Exhibit 15 Amended and Restated Voting Trust Agreement, dated as of May 12, 2002 Exhibit 16 Purchase Agreement, dated as of June 20, 2000, between AXF, Alliance Capital and SCB (incorporated by reference to Exhibit 22 filed with Amendment 8 to Schedule 13D filed on June 23, 2000) Exhibit 17 Exercise Notice, dated November 8, 2002, pursuant to Section 2.4.1 of the Purchase Agreement Exhibit 18 Settlement Notice, dated November 20, 2002, pursuant to Sections 2.1 and 2.4.2 of the Purchase Agreement Exhibit 19 Powers of Attorney for the Voting Trustees, dated July 5, 2002 (with respect to Claude Bebear and Henri de Castries) and July 10, 2002 (with respect to Francoise Colloc'h) Exhibit 20 Powers of Attorney with respect to AXA, Finaxa and the Mutuelles AXA (incorporated by reference to Exhibit 11 to the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2000 with respect to the Alliance Capital Units) 25 Page 26 of 87 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 AXA FINAXA AXA ASSURANCES I.A.R.D. MUTUELLE AXA ASSURANCES VIE MUTUELLE AXA COURTAGE ASSURANCE MUTUELLE AXA CONSEIL VIE ASSURANCE MUTUELLE CLAUDE BEBEAR, HENRI DE CASTRIES AND FRANCOISE COLLOC'H, AS AXA VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT By /s/ Alvin H. Fenichel ----------------------------------------- Signature Alvin H. Fenichel, Attorney-in-Fact ----------------------------------------- Name/Title 26 Page 27 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 AXA FINANCIAL, INC. By: /s/ Alvin H. Fenichel -------------------------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller 27 Page 28 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 AXA FINANCIAL SERVICES, LLC By: /s/ Alvin H. Fenichel --------------------------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller 28 Page 29 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: /s/ Alvin H. Fenichel -------------------------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller 29 Page 30 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 EQUITABLE HOLDINGS, LLC By /s/Alvin H. Fenichel ------------------------------------------- Name: Alvin H. Fenichel Title: Authorized Signatory 30 Page 31 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 ACMC, INC. By /s/Kevin R. Byrne ------------------------------------------- Name: Kevin R. Byrne Title: Senior Vice President and Chief Financial Officer 31 Page 32 of 87 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2002 ECMC, LLC By /s/Alvin H. Fenichel ------------------------------------------- Name: Alvin H. Fenichel Title: Authorized Signatory 32 EX-99.1 3 y66223bexv99w1.txt INFORMATION Page 33 of 87 Pages Exhibit 1 MEMBERS OF THE MANAGEMENT BOARD, THE SUPERVISORY BOARD AND THE EXECUTIVE OFFICERS OF AXA The names of the Members of the Management Board, the Supervisory Board and the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's business address is that of AXA at 25, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France. Members of the Management Board Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Henri de Castries Chairman of the Management Board; Vice Chairman of the Board of Directors, Finaxa; Chairman of the Board, AXA Financial, Inc. Francoise Colloc'h Member of Management Board (in charge of Human Resources, the AXA Trademark and Communication) and Group Executive President Christopher Condron(1) Member of the Management Board (in charge of United States activities) and Executive Officer; President and Chief Executive Officer, AXA Financial, Inc.; Chairman and CEO, Equitable - -------- (1) Citizen of the United States of America 33 Page 34 of 87 Pages Gerard de La Martiniere Member of the Management Board (in charge of Finance, Control and Strategy) and Chief Financial Officer; Senior Executive Officer, Finaxa Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- Francois Pierson Vice Chairman of the Management Board (in charge of Insurance in France and Assistance) and Executive Officer; Chairman, CEO, AXA France Assurance; CEO and Director, Mutuelles AXA; Member of the Management Board, AXA Assurances Vie Mutuelle; Executive Officer, AXA Conseil I.A.R.D. Members of the Supervisory Board Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- Claude Bebear Chairman of the Supervisory Board; Chairman and CEO, Finaxa Thierry Breton Chairman and CEO, France Telecom; Chairman, France Telecom Thomson S.A. (information technology) and Orange 6, place d'Alleray S.A. (telecommunications) 75505 Paris Cedex 15 Jacques Calvet Chairman of the Supervisory Board, Bazar de 7, rue de Tilsitt l'Hotel de Ville (BHV); Vice Chairman of the 75017 PARIS Supervisory Board, Galeries Lafayette David Dautresme Senior Advisor, Lazard Freres (investment Lazard Freres banking); Chairman of Parande Developpement 121, boulevard Haussmann (Groupe Euris) 75008 PARIS 34 Page 35 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- Jean-Rene Fourtou Chairman and CEO, Vivendi Universal (global media Vivendi Universal and communications company); Vice Chairman of the 42 avenue de Friedland Management Board, Aventis; Chairman of the 75008 Paris Management Board, Vivendi Environment and Group Canal+ Anthony Hamilton(2) Chairman, Fox-Pitt, Kelton Group (investment Fox-Pitt, Kelton Group Ltd. banking); Chairman, AXA UK plc and AXA Equity 35 Wilson Street and Law plc (UK) London EC2M 2SJ ENGLAND Henri Hottinguer(3) Chairman of the Supervisory Board, Credit Financiere Hottinguer Paris Suisse Hottinguer and Emba NV (Netherlands); 43, rue Taitbout Vice Chairman and Executive Officer, Financiere 75009 PARIS Hottinguer; Vice Chairman, Gaspee (Switzerland) Michel Francois-Poncet Vice Chairman of the Board of Directors and BNP Paribas President, BNP Paribas (Switzerland) (banking); 3, rue d'Antin Vice Chairman, Pargesa Holding (Switzerland) 75002 PARIS Henri Lachmann Chairman and Chief Executive Officer, Schneider SCHNEIDER Electric Industries Electric Industries (electric equipment) Gerard Mestrallet Chairman and Chief Executive Officer, Suez; Suez Chairman of the Board, Tractebel (Belgium) and 16 rue de le Ville l'Eveque Societe Generale de Belgique 75008 PARIS - -------- (2) Citizen of United Kingdom (3) Citizen of Switzerland 35 Page 36 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- Edward D. Miller(4) Chairman, Phoenix House (United States) AXA Financial 1290 Avenue of the Americas New York, NY 10106 Alfred von Oppenheim(5) Chairman of the Supervisory Board, Banque Sal. Banque OPPENHEIM Jr. & Cie Oppenheim Jr. & Cie KgaA (Germany); Chairman Unter Sachsenhausen 4 of the Board, Banque SAL Oppenheim Jr & Cie 50667 KOLN (Schweiz) AG (Switzerland) Germany Michel Pebereau Chairman and Chief Executive Officer, BNP BNP Paribas Paribas (banking) 3 Rue d'Antin 75002 PARIS Bruno Roger Chairman, Lazard Paris; Chairman and Chief Lazard Freres Executive Officer, EURAZEO 121, boulevard Haussman 75008 PARIS - -------- (4) Citizen of the United States of America (5) Citizen of Germany 36 Page 37 of 87 Pages Executive Officers Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- Alfred Bouckaert(6) Chief Executive Officer, AXA Belgium AXA Royale Belte 25 Boulevard du Souverain B-1170 Bruxelles Belgium Claude Brunet Executive Officer responsible for transnational operations and projects Donald Brydon(7) Chief Executive, AXA Investment Managers Europe AXA Investment Managers 7 Newgate Street London EC1A 7NX Bruce Calvert(8) Chairman of the Board and Chief Executive Alliance Capital Officer, Alliance Capital Management Corporation 1345 Avenue of the Americas New York, NY 10105 Henri de Castries Chairman of the Management Board; Vice Chairman of the Board of Directors, Finaxa; Chairman of the Board, AXA Financial, Inc. Francoise Colloc'h Member of the Management Board (in charge of Human Resources, the AXA Trademark and Communications) and Group Executive President Christopher Condron(9) Member of the Management Board; President and AXA Financial Chief Executive Officer, - -------- (6) Citizen of Belgium (7) Citizen of the United Kingdom (8) Citizen of the United States of America (9) Citizen of the United States of America 37 Page 38 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- 1290 Avenue of the Americas AXA Financial, Inc.; Chairman and CEO, Equitable New York, NY 10104 Claus-Michael Dill(10) Chairman of the Management Board, AXA Konzern AG AXA Colonia Konzern AG Gereonsdriesch 9-11 Postfach 10-07-26 50447 Cologne Germany Philippe Donnet Chief Executive Officer, AXA Corporate Solutions AXA Assieurazioni Via Giacomo Leopardi, 15 20123 Milano Italy Denis Duverne Group Executive Vice President (Finance, Control and Strategy) Dennis Holt(11) Executive Officer, AXA UK AXA UK 107 Cheapside ECV2 6DU London Gerard de La Martiniere Member of the Management Board (in charge of Finance, Control and Strategy) and Chief Financial Officer; Senior Executive Officer, Finaxa Les Owen(12) Managing Director, AXA Asia Pacific Holdings AXA Australia (Australia) 447 Collins Street Melbourne - Victoria 3000 Australia Francois Pierson Vice Chairman of the Management - -------- (10) Citizen of Germany (11) Citizen of the United Kingdom (12) Citizen of the United Kingdom 38 Page 39 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- AXA France Assurance Board and Executive Officer; Chairman and CEO Tour AXA AXA France Assurance; CEO and Director, 1 Place des Saisons Mutuelles AXA; Member of the Management Board, 92083 Lad Defense Cedex AXA Assurances Vie Mutuelle; Executive Officer, AXA Conseil I.A.R.D. Michel Pinault Executive Officer responsible for Asia-Pacific Business Unit Michael W. Short(13) Chairman and Chief Executive Officer, AXA Life AXA Life Insurance Company Insurance Company (Japan) 1-2-19 Higashi Shibuya-ku 150-8020 Tokyo Japan Stanley Tulin(14) Vice Chairman and Chief Financial Officer, AXA AXA Financial Inc. Financial, Inc. and Equitable 1290 Avenue of the Americas New York, NY 10104 - -------- (13) Citizen of the United States of America (14) Citizen of the United States of America 39 EX-99.2 4 y66223bexv99w2.txt INFORMATION Page 40 of 87 Pages Exhibit 2 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF FINAXA The names of the Members of the Conseil d'Administration and of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- * Claude Bebear Chairman and Chief Executive Officer; Chairman AXA of the Supervisory Board, AXA 25, avenue Matignon 75008 PARIS * Henri de Castries Vice Chairman of the Board of Directors; AXA Chairman of the Management Board, AXA; Chairman 25, avenue Matignon of the Board, AXA Financial, Inc. 75008 PARIS * Jean-Rene Fourtou Member of the Supervisory Board, AXA; Chairman Vivendi Universal and CEO, Vivendi Universal (global media and 42 avenue Friedland communications company); Vice Chairman of the 75008 Paris Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal+ 40 Page 41 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- * Henri Hottinguer(1) Chairman of the Supervisory Board, Credit Financiere HOTTINGUER Suisse Hottinguer Paris (banking) and Emba NV 43, rue Taitbout (Netherlands); Vice Chairman and Executive 75009 PARIS Officer, Financiere Hottinguer; Vice Chairman, Gaspee (Switzerland) * Paul Hottinguer(2) Chairman and Chief Executive Officer, Financiere HOTTINGUER Financiere Hottinguer (banking) 43, rue Taitbout 75009 PARIS * Henri Lachmann Chairman and Chief Executive Officer, SCHNEIDER Electric Industries Schneider Electric Industries 43-45, bd Franklin Roosevelt (electric equipment) 92504 Rueil Malmaison * Christian Manset Chairman and Chief Executive Officer, Compangnie Financiere Ottomane Compagnie Financiere Ottomane 7, rue Meryerbeer 75009 PARIS * Gerard de La Martiniere Senior Executive Officer; Member of the AXA Management Board and Chief Financial Officer, 25, avenue Matignon AXA 75008 PARIS * Michel Francois Poncet Vice Chairman of the Board of Directors and BNP PARIBAS President, BNP Paribas (Switzerland) 3, Rue d'Antin (banking); Vice Chairman, Pargesa Holding 75002 PARIS (Switzerland) - ---------- (1) Citizen of Switzerland (2) Citizen of Switzerland 41 Page 42 of 87 Pages Name, Business Address Present Principal Occupation - ----------------------- ---------------------------- * Pierre de Waziers General Manager, Societe Gramond (business Societe Gramond consulting) 8 rue Sainte Lucie 75015 Paris - ---------- * Member, Conseil d'Administration 42 EX-99.3 5 y66223bexv99w3.txt INFORMATION Page 43 of 87 Pages Exhibit 3 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle at 370, rue Saint Honore, 75001 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman of the Supervisory Board, AXA; Chairman and CEO, Finaxa * Henri de Castries Chairman of the Management Board, AXA; Vice AXA Chairman of the Board of Directors, Finaxa; 25, avenue Matignon Chairman of the Board, AXA Financial, Inc. 75008 PARIS * Jean-Pierre Chaffin Chairman, AXA Assurances Vie Mutuelle and AXA Representing ASSSE Courtage Assurance Mutuelle Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Francis Cordier Retired * Jean-Rene Fourtou Permanent Representative to the Board of Aventis Directors; Member of the Supervisory Board, AXA; 67000 Strasbourg Chairman and Chief Executive Officer, Vivendi Universal (global media and communications company); Chairman of the Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal + 43 Page 44 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Jean-Laurent Granier Vice General Manager; Vice General Manager, AXA Assurances Vie Mutuelle and AXA Conseil Vie Assurance Mutuelle * Henri Lachmann Chairman and Chief Executive Officer, Schneider SCHNEIDER Electric Electric (electric equipment) 64-70, Av. Jean-Baptiste Clement 92646 BOULOGNE CEDEX * Octave Manset Communications Manager, BMW France (auto BMW France manufacturer) 78886 St. Quentin en Yuelynes * Francois Pierson Vice Chairman of the Management Board and Tour AXA Executive Officer, AXA; Chairman, CEO, AXA 1, place des Saisons France Assurance; CEO and Director, Mutuelles 92083 PARIS LA DEFENSE AXA; Member of the Management Board, AXA Assurances Vie Mutuelle; Executive Officer, AXA Conseil I.A.R.D. * Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS * Francois Richer Retired * Georges Rousseau Retired * Francis Vaudour Retired * Pierre de Waziers General Manager, Societe Gramond (business Societe Gramont consulting) 25 rue Sainte Lucie 75018 Paris, FRANCE - ---------- * Member, Conseil d'Administration 44 EX-99.4 6 y66223bexv99w4.txt INFORMATION Page 45 of 87 Pages Exhibit 4 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES VIE MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at 370, rue Saint Honore, 75001 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman of the Supervisory Board, AXA; Chairman and CEO, Finaxa * Henri de Castries Chairman of the Management Board, AXA; Vice AXA Chairman of the Board of Directors, Finaxa, 25, avenue Matignon Chairman, AXA Financial, Inc. 75008 PARIS * Jean-Pierre Chaffin Chairman; Chairman, AXA Courtage Assurance representing ASSSE Mutuelle Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Henri de Clermont-Tonnerre Chairman of the Supervisory Board, Qualis SCA ERSA (transportation) 90, rue de Miromesnil 75008 PARIS 45 Page 46 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Jean-Rene Fourtou Vice President; Member of Supervisory Board, Aventis AXA; Chairman and Chief Executive Officer, 67000 Strasbourg Vivendi Universal (global media and communications company); Vice Chairman of the Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal+ Jean-Laurent Granier Vice General Manager; Vice General Manager, AXA Assurances I.A.R.D. Mutuelle and AXA Conseil Vie Assurance Mutuelle * Henri Lachmann Chairman and Chief Executive Officer, Schneider Electric Industries (electric equipment) * Frederic Lucet Senior Adviser, JP Morgan Chase * Octave Manset Communications Manager, BMW BMW France France (auto manufacturer) 78886 St. Quentin en Yuelynes * Francois Pierson Member of the Management Board; Vice Chairman of Tour AXA the Management Board and Executive Officer, AXA; 1, place des Saisons Chairman, CEO, AXA France Assurance; CEO and 92083 PARIS LA DEFENSE Director, Mutuelles AXA; Executive Officer, AXA Conseil I.A.R.D. * Francois Richer Retired * Georges Rousseau Retired 46 Page 47 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Pierre de Waziers General Manager, Societe Gramond (business Societe Gramont consulting) 25 rue Sainte Lucie 75018 Paris, FRANCE - ---------- * Member, Conseil d'Administration 47 EX-99.5 7 y66223bexv99w5.txt INFORMATION Page 48 of 87 Pages Exhibit 5 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA COURTAGE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Courtage Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Courtage Assurance Mutuelle at 26, rue Louis-le-Grand, 75002 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Courtage Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman of the Supervisory Board, AXA; Chairman and CEO, Finaxa * Henri de Castries Chairman of the Management Board, AXA; Vice AXA Chairman of the Board of Directors, Finaxa; 25, avenue Matignon Chairman of the Board, AXA Financial, Inc. 75008 PARIS * Jean-Pierre Chaffin Chairman; Chairman, AXA Assurances Vie Mutuelle Representing ASSSE Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Francis Cordier Retired * Gerard Coutelle Retired 48 Page 49 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Jean-Rene Fourtou Member of Supervisory Board, AXA; Chairman and Aventis Chief Executive Officer, Vivendi Universal 67000 Strasbourg (global media and communications company); Vice Chairman of the Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal+ * Patrice Garnier Retired * Henri Lachmann Chairman and Chief Executive Officer, Schneider Electric Industries (electric equipment) * Octave Manset Communications Manager, BMW France (auto manufacturer) Jacques de Peretti Vice General Manager * Francois Pierson Vice Chairman of the Management Board and Executive Officer, AXA; Chairman and CEO, AXA France Assurance; CEO and Director, Mutuelles AXA; Member of the Management Board, AXA Assurances Vie Mutuelle; Executive Officer, AXA Conseil I.A.R.D. * Georges Rousseau Retired * Pierre de Waziers General Manager, Societe Gramond (business Societe Gramont consulting) 25 rue Sainte Lucie 75018 Paris, FRANCE - ---------- * Member, Conseil d'Administration 49 EX-99.6 8 y66223bexv99w6.txt INFORMATION Page 50 of 87 Pages Exhibit 6 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA CONSEIL VIE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and of the Executive Officers of AXA Conseil Vie Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Conseil Vie Assurance Mutuelle at 370, rue Saint Honore, 75001 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Conseil Vie Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman of the Supervisory Board, AXA; Chairman and CEO, Finaxa * Henri de Castries Chairman of the Management Board, AXA; Vice AXA Chairman of the Board of Directors, Finaxa; 25, avenue Matignon Chairman of the Board, AXA Financial, Inc. 75008 PARIS * Henri de Clermont-Tonnerre Chairman of the Supervisory Board, Qualis SCA ERSA (transportation) 90 rue de Miromesnil 75008 PARIS * Francois Cordier Retired * Jean-Rene Fourtou Vice President; Member of Supervisory Board, Aventis AXA; Chairman and Chief Executive Officer, 67000 Strasbourg Vivendi Universal (global media and communications company); Vice Chairman of the Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal+ 50 Page 51 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Patrice Garnier Retired Jean-Laurent Granier Vice General Manager; Vice General Manager, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle * Henri Lachmann Chairman and Chief Executive Officer, Schneider Electric Industries (electric equipment) * Frederic Lucet Senior Adviser, JP Morgan Chase * Octave Manset Communications Manager, BMW, France (auto BMW France manufacturer) 78886 St. Quentin en Yuelynes * Francois Pierson Vice Chairman of the Management Board and AXA Conseil Executive Officer, AXA; Chairman and CEO, AXA 21, rue de Chateaudun France Assurance; CEO and Director, Mutuelles 75009 PARIS AXA; Member of the Management Board, AXA Assurances Vie Mutuelle; Executive Officer, AXA Conseil I.A.R.D. * Francis Vaudour Retired * Pierre de Waziers General Manager of Societe Gramond (business Societe Gramont consulting) 25 rue Sainte Lucie 75018 Paris, FRANCE - --------- * Member, Conseil d'Administration 51 EX-99.8 9 y66223bexv99w8.txt INFORMATION Page 52 of 87 Pages Exhibit 8 EXECUTIVE OFFICERS AND DIRECTORS OF AXA FINANCIAL, INC. The names of the Directors and the names and titles of the Executive Officers of AXA Financial, Inc. ("AXF"), which is the sole member of AXA Financial Services, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of AXF at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXF and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear (1) Chairman of the Supervisory Board, AXA; AXA Chairman and CEO, Finaxa 25, avenue Matignon 75008 Paris, France * Bruce W. Calvert Chairman of the Board and Chief Executive Alliance Capital Officer, Alliance Capital Management Management Corporation Corporation; Executive Officer, AXA 1345 Ave. of the Americas New York, NY 10105 * Henri de Castries (1) Chairman of the Board; Chairman of the AXA Management Board, AXA; Vice Chairman of the 25, avenue Matignon Board of Directors, Finaxa 75008 Paris, France * John S. Chalsty Senior Advisor, Credit Suisse First Boston Credit Suisse First Boston (investment banking) 11 Madison Avenue New York, NY 10010 * Francoise Colloc'h (1) Member of the Management Board and Group AXA Executive President, AXA 25, avenue Matignon 75008 Paris, France 52 Page 53 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Christopher M. Condron President and Chief Executive Officer; Member of Management Board and Executive Officer, AXA; Chairman and CEO, Equitable * Claus-Michael Dill (2) Chairman of the Management Board, Gereonsdriesch 9-11 AXA Konzern AG; Executive Officer, AXA 50670 Cologne, Germany * Joseph L. Dionne Retired Chairman of the Board and Chief 198 N. Wilton Rd. Executive Officer, The McGraw Hill Companies New Canaan, CT 06840 (publishing) * Jean-Rene Fourtou (1) Member of Supervisory Board, AXA; Chairman and Vivendi Universal Chief Executive Officer, Vivendi Universal 42, avenue de Friedland (global media and communications company); Vice 75008 Paris, France Chairman of the Management Board, Aventis; Chairman of the Management Board, Vivendi Environment and Group Canal+ * Norman C. Francis President, Xavier University of Louisiana Xavier University (university) of Louisiana 1 Drexel Drive New Orleans, LA 70125 * John G. Graves President and COO, Graves Ventures, LLC Graves Ventures, LLC (publishing holding company) 130 Fifth Avenue New York, NY 10011 * Donald J. Greene, Esq. Of Counsel, LeBoeuf, Lamb, Greene & MacRae LLP LeBoeuf, Lamb, Greene (law firm) & MacRae LLP 125 West 55th Street New York, NY 10019 * Anthony J. Hamilton (3) Chairman and Chief Executive of Fox-Pitt, Fox-Pitt, Kelton Group (investment banking); Chairman, Kelton Group Limited AXA UK plc and AXA Equity and Law plc (UK) 35 Wilson Street London, England EC2M 2SJ 53 Page 54 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * John T. Hartley Retired Chairman and Chief Executive Officer, 1412 South Riverside Drive Harris Corporation (manufacturer of electronic, Indialantic, FL 32903 telephone and copying systems) * John H. F. Haskell, Jr. Senior Advisor, UBS Warburg, LLC (investment UBS Warburg, LLC banking) 299 Park Avenue New York, NY 10171 * Nina Henderson Former Corporate Vice President, Bestfoods 425 East 86th St. (food manufacturer) New York, NY 10028 * W. Edwin Jarmain (4) President, Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 77 King Street West Suite 4545 Royal Trust Tower Toronto, Ontario M5K1K2 Canada * Christina Johnson President and Chief Executive Officer, Saks Fifth Avenue Saks Fifth Avenue Enterprises (retail) Enterprises 12 East 49th Street New York, New York 10017 * George T. Lowy, Esq. Partner, Cravath, Swaine & Moore (law firm) Cravath, Swaine & Moore 825 Eighth Avenue - 38th Floor New York, New York 10019 * Scott D. Miller President, Hyatt Hotels Corporation Hyatt Hotels Corporation (hospitality) 200 West Madison Street - Suite 3900 Chicago, Illinois 60606 * Joseph H. Moglia Chief Executive Officer, Ameritrade Holding Ameritrade Holding Corporation (online brokerage) Corporation 4211 South 102nd Street Omaha, Nebraska 68127 54 Page 55 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer, Equitable * Didier Pineau-Valencienne(1) Vice Chairman of Credit Suisse First Boston 64, rue de Miromesnil (investment banking) 75008 Paris, France * George J. Sella, Jr. Retired Chairman and Chief Executive Officer, P.O. Box 397 American Cyanamid Company (manufacturer of Newton, NJ 07860 pharmaceutical products and agricultural herbicides and pesticides) Richard V. Silver Executive Vice President and General Counsel; Executive Vice President and General Counsel, Equitable * Peter J. Tobin Dean, Peter J. Tobin College of Business 8000 Utopia Parkway Administration, St. John's University College of Business Administration Bent Hall Jamaica, NY 11439 Stanley B. Tulin Vice Chairman & Chief Financial Officer; Executive Officer, AXA; Vice Chairman of the Board and Chief Financial Officer, Equitable - --------- * Director (1) Citizen of the Republic of France (2) Citizen of Germany (3) Citizen of the United Kingdom (4) Citizen of Canada 55 EX-99.9 10 y66223bexv99w9.txt INFORMATION Page 56 of 87 Pages Exhibit 9 EXECUTIVE OFFICERS AND DIRECTORS OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES The names of the Directors and the names and titles of the Executive Officers of The Equitable Life Assurance Society of the United States ("Equitable"), which is the sole member of Equitable Holdings, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Equitable at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Equitable and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Leon B. Billis Executive Vice President and AXA Group Deputy Chief Information Officer Jennifer Blevins Executive Vice President * Bruce W. Calvert Chairman of the Board and Chief Executive Alliance Capital Officer, Alliance Capital Management Management Corporation Corporation; Executive Officer, AXA 1345 Avenue of the Americas New York, NY 10105 * Henri de Castries (1) Chairman of the Management Board, AXA; Vice AXA Chairman of the Board of Directors, Finaxa; 25, avenue Matignon Chairman of the Board, AXA Financial, Inc. 75008 Paris, France * Francoise Colloc'h (1) Member of the Management Board and Group AXA Executive President, AXA 25, avenue Matignon 75008 Paris, France 56 Page 57 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Christopher M. Condron Chairman of the Board and Chief Executive Officer; President and Chief Executive Officer, AXA Financial, Inc.; Member of the Management Board and Executive Officer, AXA * Claus-Michael Dill (2) Chairman of the Management Board, AXA Konzern Gereonsdriesch 9-11 AG; Executive Officer, AXA 50670 Cologne, Germany * Joseph L. Dionne Retired Chairman of the Board and Chief 198 N. Wilton Rd. Executive Officer of The McGraw Hill Companies New Canaan, CT 06840 (publishing) * Denis Duverne (1) Executive Vice President, AXA AXA 25, avenue Matignon 75008 Paris, France Selig Ehrlich Executive Vice President and Chief Actuary MaryBeth Farrell Executive Vice President * Jean-Rene Fourtou (1) Member of Supervisory Board, AXA; Chairman and Vivendi Universal Chief Executive Officer, Vivendi Universal 42, avenue de Friedland (global media and communications company); Vice 75008 Paris Chairman of the Management Board, Aventis; France Chairman of the Management Board, Vivendi Environment and Group Canal+ * Norman C. Francis President, Xavier University of Louisiana Xavier University (university) of Louisiana 7325 Palmetto Street New Orleans, LA 70125 57 Page 58 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * John C. Graves President and COO, Graves Ventures LLC Graves Ventures, LLC (publishing holding company) 130 Fifth Avenue New York, NY * Donald J. Greene, Esq. Of Counsel, LeBoeuf, LeBoeuf, Lamb, Greene Lamb, Greene & MacRae LLP (law firm) & MacRae LLP 125 West 55th Street New York, NY 10019 Jerald Hampton Executive Vice President * John T. Hartley Retired Chairman and Chief Executive Officer, 1412 S. Riverside Drive Harris Corporation (manufacturer of electronic, Indialantic, FL 32903 telephone and copying systems) * John H. F. Haskell, Jr. Senior Advisor, UBS Warburg, LLC (investment UBS Warburg, LLC banking firm) 299 Park Avenue New York, NY 10171 * Nina Henderson Former Corporate Vice President, Bestfoods 425 East 86th St. (food manufacturer) New York, NY 10028 * W. Edwin Jarmain (3) President, Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 77 King Street West 4545 Royal Trust Tower Toronto, Ontario M5K1K2 Canada * Christina Johnson President and Chief Executive Officer, Saks Saks Fifth Avenue Fifth Avenue Enterprises (retail) Enterprises 12 East 49th Street New York, NY 10017 John Lefferts Executive Vice President and President of Retail Distribution 58 Page 59 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- William Levine Executive Vice President and Chief Information Officer * George T. Lowy Partner, Cravath, Swaine & Moore (law firm) Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 Richard J. Matteis Executive Vice President * Scott D. Miller President, Hyatt Hotels Corporation Hyatt Hotels Corporation (hospitality) 200 West Madison Street- Suite 3900 Chicago, IL 60606 * Joseph H. Moglia Chief Executive Officer, Ameritrade Holding Ameritrade Holding Corporation (online brokerage) Corporation 4211 South 102nd Street Omaha, Nebraska 68127 Deanna Mulligan Executive Vice President Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer, AXA Financial, Inc. * Didier Pineau-Valencienne(1) Vice Chairman, Credit Suisse First Boston 64, rue de Miromesnil (investment banking) 75008 Paris, France * George J. Sella, Jr. Retired Chairman and Chief Executive P.O. Box 397 Officer, American Cyanamid Company Newton, NJ 07860 (manufacturer of pharmaceutical products and agricultural herbicides and pesticides) Richard V. Silver Executive Vice President and General Counsel; Executive Vice President and General Counsel, AXA Financial, Inc. 59 Page 60 of 87 Pages Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Peter J. Tobin Dean, Peter J. Tobin College of Business 8000 Utopia Parkway Administration, St. John's University College of Business Administration Bent Hall Jamaica, NY 11439 * Stanley B. Tulin Vice Chairman of the Board and Chief Financial Officer; Vice Chairman and Chief Financial Officer, AXA Financial, Inc. - -------- * Director (1) Citizen of the Republic of France (2) Citizen of Germany (3) Citizen of Canada 60 EX-99.12 11 y66223bexv99w12.txt INFORMATION Page 61 of 87 Pages Exhibit 12 EXECUTIVE OFFICERS AND DIRECTORS OF ACMC, INC. The names of the Directors and the names and titles of the Executive Officers of ACMC, Inc. and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of ACMC, Inc. at 1290 Avenue of the Americas, New York, New York, 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to ACMC, Inc. and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Kevin R. Byrne Senior Vice President and Chief Financial Officer; Senior Vice President and Treasurer, Equitable and AXA Financial, Inc. * Christopher M. Condron Member of Management Board and Executive Officer, AXA; President and CEO, AXA Financial, Inc.; Chairman and CEO, Equitable * Stanley B. Tulin Chairman, President and Chief Executive Officer; Executive Officer, AXA; Vice Chairman and Chief Financial Officer, Equitable and AXA Financial, Inc. - --------- * Director 61 EX-99.15 12 y66223bexv99w15.txt AMENDED AND RESTATED VOTING TRUST AGREEMENT Page 62 of 87 Pages Exhibit 15 AMENDED AND RESTATED VOTING 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 corporation organized under the laws of France ("AXA"), and each of the persons designated at the end of this Agreement as Voting Trustees (collectively with any predecessors or successors appointed pursuant hereto, the "Voting Trustees"). WITNESSETH: WHEREAS, on July 18, 1991, AXA invested $1 billion in The Equitable Life Assurance Society of the United States, a New York mutual life insurance company ("The Equitable"), by purchasing a secured note (the "Secured Note") in the principal amount of $750 million and a surplus note (the "Surplus Note") in the principal amount of $250 million from The Equitable; WHEREAS, on July 22, 1992 The Equitable was converted from a mutual life insurance company to a stock life insurance company that is a wholly owned subsidiary of The Equitable Companies Incorporated, a Delaware corporation (the "Company"), pursuant to The Equitable's Plan of Reorganization under Section 7312 of the New York Insurance Law, as amended (as so amended, the "Plan"); WHEREAS, pursuant to the conditions set forth in the Investment Agreement dated as of July 18, 1991, among The Equitable, the Company and AXA, as amended (as so amended, the "Investment Agreement"), the Secured Note and the Surplus Note were exchanged for shares of the Common Stock, par value $.01 per share, of the Company ("Company Common Stock") and, under certain circumstances, preferred stock of the Company; WHEREAS, in connection with obtaining the approval of the Superintendent of Insurance of the State of New York (the "Superintendent") of the Application of AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle and La Nouvelle Mutuelle Assurance for approval of the acquisition of control of The Equitable and Equitable Variable Life Insurance Company ("EVLICO"), AXA agreed to ensure that certain indirect shareholders of AXA cannot exercise control over the Company, The Equitable or EVLICO by establishing a voting trust (the "Trust") as 62 Page 63 of 87 Pages provided in a Voting Trust Agreement dated as of May 12, 1992 and amended by Amendment No. 1 dated as of January 22, 1997 (the "Original Voting Trust Agreement"); WHEREAS, pursuant to the Trust, except for all voting rights with respect to the Shares (as hereinafter defined) which will be vested in the Voting Trustees, the holders of Voting Trust 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; WHEREAS, it is the desire of AXA and the Voting Trustees to renew the terms of the Original Voting Trust Agreement for an additional 10 years by way of this Agreement; WHEREAS, AXA and the Voting Trustees have complied with the renewal requirements set forth in Paragraph 11(c) of the Original Voting Trust Agreement, which include having 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 of the Original Voting Trust Agreement for another 10 years. NOW, THEREFORE, in consideration of the premises and of the mutual covenants 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 (as defined in the Investment Agreement) to promptly deposit, with the Voting Trustees, as trustees of the Trust, certificates for all the shares of Company Common Stock and of Convertible Preferred Stock and other Preferred Stock (each as defined in the Investment Agreement) to be issued on and after the Effective Date (as defined in the Plan) in exchange for the Secured Note and the Surplus Note pursuant to the Investment Agreement (such shares, together with any shares deposited with the Voting Trustee pursuant to subparagraph (b) of this Paragraph 1 or any other provision of this Agreement, are hereinafter referred to as the "Shares"). (b) In the event that AXA, any Investor Related Party (as defined in the Standstill and Registration Rights Agreement dated as of July 18, 1991, among the Company, The Equitable and AXA, as amended (as so amended, the 63 Page 64 of 87 Pages "Standstill Agreement")) or any other holder of a Voting Trust Certificate acquires, during the term of the Trust, additional shares of Company Common Stock, Convertible Preferred Stock, Other Preferred Stock or any other stock of the Company having voting powers (as defined in Paragraph 22 hereof), AXA or such other holder shall promptly deposit, or AXA shall cause such Investor Related Party to promptly deposit, certificates for such additional shares with the Voting Trustees. Notwithstanding the foregoing, no person shall be required to deposit, and AXA shall not be required to cause any person 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 Party may deposit any shares of stock with the Voting Trustees. (c) All certificates for shares deposited with the Voting Trustees pursuant to this Agreement shall be duly endorsed or accompanied by duly executed stock powers or other instruments of transfer. Such certificates shall be surrendered by the Voting Trustees 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 of Delaware pursuant to Paragraph 26 hereof, to the Voting Trustees of new stock certificates registered in the name of the Voting Trustees, as trustees of the Trust. Upon receipt by them of certificates for Shares pursuant to subparagraph (a) or (b) of this Paragraph 1, the Voting Trustees shall issue and deliver to AXA, such Investor Related Party or such other holder, as applicable, Voting Trust Certificates in the form set forth in Paragraph 14 hereof evidencing the number and class of Shares so deposited. (d) In the event AXA is required to deliver or cause to be delivered shares of Company Common Stock to the Company pursuant to Section 1.2(b) of the Investment Agreement, AXA shall so notify the Voting Trustees and the Voting Trustees shall give written notice to the holders of the Voting Trust Certificates of the number of shares of Company Common Stock so required to be delivered to the Company. The holders of the Voting Trust Certificates shall promptly deliver to the Voting Trustees Voting Trust Certificates representing the number of shares of Company Common Stock to be so delivered, on a pro rata basis, and the Voting Trustees shall deliver the required shares to the Company. Following the delivery of such shares to the Company, the Voting Trustees shall issue and deliver to the holders thereof Voting Trust Certificates for the balance of the Shares that were represented by the surrendered Voting Trust Certificates. 64 Page 65 of 87 Pages 2. 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 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. 65 Page 66 of 87 Pages (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. 3. ACTION BY VOTING TRUSTEES. The Voting Trustees may act by a unanimous written consent signed by all the Voting Trustees or by the affirmative vote of at least two Voting Trustees at a meeting called by any Voting Trustee upon two days' notice to the other Voting Trustees, unless such notice is waived by each Voting Trustee not receiving such notice. Two Voting Trustees shall constitute a quorum for the transaction of business at a meeting thereof. The Voting Trustees shall have the power to designate one Voting Trustee to execute certificates and other documents on behalf of all of them in furtherance of their collective decisions. The Voting Trustees may, from time to time, adopt and/or amend their own rules of procedure, and shall record and keep records of all their 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 the Company and applicable law, all the rights and powers of registered owners of the Shares as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Shares, either in person or by proxy, on every matter 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 call meetings of stockholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied, other than any proxy granted by the Voting Trustees with respect to the Shares. Notwithstanding the foregoing, the Voting Trustees agree that, in voting any Voting Securities (as defined in the Standstill Agreement) deposited with them, they will comply with all of the requirements of Section 4.1(a) of the 66 Page 67 of 87 Pages Standstill Agreement applicable to AXA with respect to the voting of Voting Securities owned by AXA, and that the Voting Trustees will not take any action not permitted to be taken by AXA pursuant to such Section 4.1(a), in each case until the termination of such Section 4.1(a). (b) The Voting Trustees are authorized to become parties to or prosecute or defend or intervene in any suits or legal proceedings in their capacity as stockholders of the Company, and AXA and the holders from time to time of the Voting Trust Certificates agree to hold the Voting Trustees harmless from any action or omission by any of the Voting Trustees in any such suit or legal proceeding. (c) The duties of the Voting Trustees under this Agreement shall include exercising their powers under this Agreement with a view to ensuring that certain indirect shareholders of AXA do not exercise control over the Company, The Equitable or EVLICO, as contemplated by the fourth "WHEREAS" clause of this Agreement. Subject to the preceding sentence, in exercising the rights and powers described in subparagraph (a) above, the Voting Trustees shall act in good faith as reasonably prudent business persons to protect the legitimate economic interests of the holders of Voting Trust Certificates in the Company. 5. DIVIDENDS. (a) The Voting Trustees shall instruct the Company to pay all dividends and distributions upon the Shares deposited with the Voting Trustees, other than any dividend or distribution paid in shares of stock of the Company having voting powers, directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Voting Trustees to the Company, all liability of the Voting Trustees with respect to such dividends and distributions shall cease, except that the Voting Trustees shall be obligated to pay to the holders any dividend or distribution paid by the Company to the Voting Trustees in contravention of the instructions given by the Voting Trustees. All such dividends and distributions shall be paid to such holders ratably, in accordance with the number and class of Shares represented by their respective Voting Trust Certificates and in no event shall the Voting Trustees accumulate or reinvest any such dividends or distributions. (b) If any dividend or distribution in respect of the Shares deposited with the Voting Trustees is paid, in whole or in part, in shares of stock of the Company having voting powers, the Voting Trustees shall hold, subject to the terms of this Agreement, the certificates 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 or distribution has been paid shall be entitled to receive a Voting Trust Certificate issued under this Agreement for the number and class of Shares so paid with respect to the Shares represented by such Voting Trust Certificate. 67 Page 68 of 87 Pages (c) Holders of Voting Trust Certificates entitled to receive the dividends or distributions, or Voting Trust Certificates in respect thereof, described in this Paragraph 5 shall be those holders registered as such on the transfer books of the Voting Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those 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 subscription to the holders of Shares deposited hereunder, the Voting Trustees, promptly upon receipt of notice of such offer, shall mail a copy thereof to each of the holders of the Voting Trust Certificates. If the subscription offer does not consist of stock having voting powers, the holders of 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 such actions as shall be requested by such holders in order to facilitate such subscription. If the subscription offer consists of stock having voting powers, then upon receipt by the Voting Trustees on or before the last day fixed by the Company for subscription and payment of a request from any such holder of a Voting Trust Certificate to subscribe for shares of such stock on its behalf, accompanied by the sum of money required to pay for such stock, the Voting Trustees shall make such subscription and payment. Upon receiving from the Company the certificates for stock so subscribed for, the Voting Trustees shall issue to such holder a Voting Trust 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 any distribution of moneys, securities, rights or property in respect of the Shares deposited with the Voting Trustees directly to the holders of Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall distribute to such holders any distribution received by the Voting Trustees in contravention of such 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 another corporation, or all or substantially all of the assets of the Company are transferred to another corporation, then in connection with such merger, consolidation or transfer the term "Company" for all purposes of this Agreement shall be deemed to include such 68 Page 69 of 87 Pages successor corporation, and the Voting Trustees shall receive and hold under this Agreement any stock of such successor corporation having voting powers received on account of the ownership, as voting Trustees hereunder, of the shares held hereunder prior to such merger, consolidation or transfer. Voting Trust 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 having voting 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 the Voting Trustees in connection with such merger, consolidation or transfer to which the beneficial owners of the Shares deposited hereunder are entitled shall be distributed promptly by the Voting Trustees among the holders of Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and in no event shall the Voting Trustees accumulate 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 Shares by a holder of a Voting Trust Certificate to a transferee other than AXA or any other person to which 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, along with a certification by such holder of the intention of the holder to make such transfer and the Voting Trust Certificates representing the Shares proposed to be transferred. The certification shall be in such form as is determined by the Voting Trustees. Within three days after the receipt of such notice and certification, the Voting Trustees shall deliver to such holder certificates for the number and class of Shares proposed to be transferred properly endorsed to the proposed transferees and shall cancel the Voting Trust Certificates surrendered by such holder. The Voting Trustees shall concurrently issue and deliver to such holder Voting Trust Certificates for the balance of the Shares that were represented by the surrendered Voting Trust Certificates. In the event that the proposed transfer is not completed within five days following the delivery of such certificates to such holder, the holder shall redeposit such certificates with the Voting Trustees in accordance with the provisions of this Agreement and shall be issued new Voting Trust Certificates with respect thereto. (b) In the event that any shares of Other Preferred Stock are deposited with the Voting Trustees hereunder, the Voting Trustees shall take such actions as AXA shall request in order to enable AXA or any Investor Related Party to deliver any or all of such shares to the Company in connection with any exercise by AXA or such Investor Related Party of AXA's preemptive rights to acquire certain securities of the Company under Section 2.3 of the Standstill Agreement. Further, the Voting Trustees 69 Page 70 of 87 Pages shall take such actions as the holders of Voting Trust Certificates shall request in order to permit the redemption by the Company of any Shares represented by the Voting Trust Certificates held by such holders. In addition, the Voting Trustees shall take such actions as the holders of Voting Trust Certificates representing shares of Convertible Preferred Stock shall request in order to permit such holders to convert such shares into shares of Common Stock. In no event shall the Voting Trustees deliver any Shares to the Company or to any other person under this subparagraph (b) unless they have received Voting Trust Certificates representing the Shares proposed to be delivered. The Voting Trustees shall promptly issue and deliver to the appropriate holders Voting Trust Certificates for the balance of any Shares represented by Voting Trust Certificates surrendered by such holders. Any shares of stock of the Company having voting powers that are acquired by any holders of Voting Trust Certificates as the result of any action described in this subparagraph (b) will be deposited with the 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 sum of $20,000 per annum, or such other amount as may be agreed in writing by AXA and all the holders of the then issued and outstanding Voting Trust Certificates. The Voting Trustees at the expense 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 their functions. 11. TERM; RENEWAL; TERMINATION PROCEDURE. (a) The Trust shall continue for a period of ten years from the date of this Agreement, subject to the right of the parties to this Agreement to renew the same as set forth below. Notwithstanding the foregoing, the Trust and this Agreement may be terminated at any time by a written instrument signed by the Voting Trustees and the holders of all the Voting Trust Certificates, unless either Generali or Paribas then directly or indirectly owns, controls or holds with the power to vote 10 percent or more of the voting securities of any holder of Voting Trust Certificates that controls, within the meaning of Section 1501(a)(2) of the New York Insurance Law, The Equitable or EVLICO, in which case the prior written approval of the Superintendent shall also be required. In addition, the Trust and this Agreement shall automatically 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 the Voting Trustees and the holders of Voting Trust Certificates upon the earlier of (i) the date The Equitable and EVLICO are no longer licensed by the superintendent to do an insurance business in 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 The Equitable or EVLICO. Except as otherwise provided herein, the Trust 70 Page 71 of 87 Pages and this Agreement shall not be terminable and Shares may not be withdrawn from the Trust. (b) At least six months prior to the termination of the Trust pursuant to the first sentence of Paragraph 11(a), the Voting Trustees shall mail written notice of such termination 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 to the date of such expiration, one or more holders of Voting Trust Certificates hereunder may, by agreement in writing with the Voting Trustees, renew the Trust as to the Shares represented by their Voting Trust Certificates for an additional period; provided that no such renewal agreement shall be entered into without the prior written approval of the Superintendent. The Voting Trustees shall, prior to the time of expiration of the Trust, deliver a copy of the renewal agreement to the Superintendent and file copies thereof in the registered office of the Company in 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 the renewal applies, except that such Shares shall remain in the name and possession of the Voting Trustees as if no termination had occurred. Such renewal shall have no effect on the termination of 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. No such renewal agreement shall extend the term of this Agreement beyond the maximum period permitted by applicable law or affect the rights or obligations of persons not parties thereto. (d) Upon termination of the Trust, the Voting Trust Certificates shall cease to have any effect, and the holders of such Voting Trust Certificates shall have no further rights under this Agreement other than to receive (i) certificates for Shares or other property distributable 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 to the Company as described herein. Promptly after the termination of the Trust, the Voting Trustees shall deliver to the holders of Voting Trust Certificates, at their addresses as they appear on the transfer books of the Voting Trustees, properly endorsed certificates for the number and class of Shares represented by the Voting Trust Certificates actually received from them and thereafter the Voting Trustees shall have no responsibility or liability with respect to the Shares, other than with respect to any such dividends or distributions. 71 Page 72 of 87 Pages 12. LIABILITY OF VOTING TRUSTEES. The Voting Trustees shall exercise their best judgment in voting the Shares or otherwise in acting hereunder but shall not be liable to any person hereunder for any thing done or suffered or omitted in connection therewith except for their own individual willful misconduct or gross negligence. No Voting Trustee shall be required to give any bond or other security for the 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 limitation legal fees and expenses) of any kind and nature ("Losses") resulting from or arising out of this Agreement or the enforcement of any of the terms hereof or in any way relating to or arising out of 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 willful misconduct or gross negligence of such Voting Trustee in the performance of his duties hereunder. 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 INCORPORATED A DELAWARE CORPORATION VOTING TRUST CERTIFICATE FOR STOCK This certificate is issued, received and held under, and the rights of the holder hereof are subject to, the terms of an Amended and Restated Voting Trust Agreement dated as of May 12, 2002 (the "Voting Trust Agreement"), by and among AXA, a corporation organized under the laws of France ("AXA"), and the Voting Trustees identified therein (and their successors in trust), and the holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of such Voting Trust 72 Page 73 of 87 Pages Agreement as if such Voting Trust Agreement had been signed by him in person. THE RIGHTS OF THE HOLDER TO TRANSFER THIS VOTING TRUST CERTIFICATE ARE SUBJECT TO AND LIMITED BY THE TERMS AND CONDITIONS OF THE VOTING TRUST AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE EXAMINED AT THE REGISTERED OFFICE OF THE EQUITABLE COMPANIES INCORPORATED, A DELAWARE CORPORATION (THE "COMPANY"), IN THE STATE OF DELAWARE OR IF NOT ON FILE AT SUCH OFFICE WILL BE FURNISHED BY THE VOTING 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 under the Voting Trust Agreement of certificates for shares of the stock of the Company as provided in the Voting Trust Agreement and subject to the terms thereof. Until the Voting Trustees shall have delivered the stock held under the Voting Trust Agreement to or as directed by the holders of the Voting Trust Certificates as provided in the Voting Trust Agreement, the Voting Trustees shall possess and shall be entitled to exercise all rights and powers of a registered owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the holder hereof, or his assigns, under this certificate or any agreement, express or implied. Under the Voting Trust Agreement, the holder hereof is required to deposit any shares of stock of the Company having voting powers which are acquired by the holder with the Voting Trustees under the Voting Trust Agreement. The Voting Trustees shall instruct the Company to pay all dividends and distributions upon the shares deposited with the Voting Trustees, other than any dividend or distribution paid in shares of stock of the Company 73 Page 74 of 87 Pages having voting powers, directly to the holders of the Voting Trust Certificates. Such dividend or distribution shall be paid to such holders ratably, in accordance with the number and class of shares represented by their respective Voting Trust Certificates. If any dividend or distribution in respect of the shares deposited with the Voting Trustees is paid, in whole or in part, in shares of stock of the Company having voting powers, the Voting Trustees shall hold, subject to the terms of the Voting Trust Agreement, the certificates 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 or distribution has been paid shall be entitled to receive a Voting Trust Certificate issued under the Voting Trust Agreement for the number and class of shares so paid with respect to the shares represented by such Voting Trust Certificate. Holders of Voting Trust Certificates entitled to receive the dividends or distributions, or Voting Trust Certificates in respect thereof, described herein shall be those holders registered as such on the transfer books of the Voting Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends or distributions. In the event of the dissolution or total or partial liquidation of the Company, the Voting Trustees shall instruct the Company to make any distribution of moneys, securities, rights or property in respect of the shares deposited with the Voting Trustees directly to the holders of the Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall distribute to such holders any amounts received by the Voting Trustees in contravention of such instructions. Stock certificates for the number and class of shares of stock then represented by this certificate shall be due and 74 Page 75 of 87 Pages deliverable hereunder upon the termination of the Voting Trust as provided in the Voting Trust Agreement. The Voting Trust Agreement shall continue in full force and effect for a period of ten years from the date of the Voting Trust Agreement (subject to renewal), unless the Voting Trustees no longer hold any stock pursuant to the provisions of the Voting Trust Agreement or the Voting Trust Agreement and the Voting Trust are terminated by a written instrument signed by the Voting Trustees and the holders of all the Voting Trust Certificates, upon the written approval of the New York Superintendent of Insurance if required under the Voting Trust Agreement. In addition, the trust may be revoked and the Voting Trust Agreement terminated by AXA under the circumstances described in the Voting Trust Agreement. The Voting Trust Agreement may be renewed for successive periods, as provided therein. Subject to the restrictions on transfer contained in the Voting Trust Agreement, this certificate is transferable on the books of the Voting Trustees at their office maintained for that purpose, the location of which shall be designated by the Voting Trustees by notice from time to time, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Voting Trustees and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law and the Voting Trust Agreement, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by such holder, shall vest title hereto and all rights hereunder in any transferee permitted under the Voting Trust Agreement; provided, however, that the Voting Trustees may treat the registered holder hereof as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Voting Trustees shall not be bound or affected by any notice to the contrary or by any notice of any trust, whether express, implied or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder shall be required without surrender hereof properly endorsed. 75 Page 76 of 87 Pages This certificate shall not be valid for any purpose until duly signed by the Voting Trustees. The word "Voting Trustees" as used in this certificate means the Voting Trustees or any successor Voting Trustees acting under such Voting Trust Agreement. IN WITNESS WHEREOF, the Voting Trustees have signed this certificate 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 full power of substitution. ____________________________________ Dated Note: The signature on this assignment must correspond with the name as written upon 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 person other than AXA, any Investor Related Party or any Affiliate (as such term is defined in the Investment Agreement) of AXA which, if not an Investor Related Party, 76 Page 77 of 87 Pages agrees or has agreed in writing pursuant to the Standstill Agreement to be bound by the Standstill Agreement as if it were 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 Trust Certificates shall be transferable by the holders thereof on the transfer books of the Voting Trustees at their office maintained for such purpose, the location of which they shall designate by notice from time to time, according to the rules established for that purpose by the Voting Trustees, and the Voting Trustees may treat the registered holders as owners thereof for all purposes whatsoever, except that they shall not be required to deliver stock certificates hereunder without 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 existing certificate, if mutilated; and (iv) their reasonable fees and expenses in connection with the issuance of a new Voting Trust Certificate. 16. NOTICES. (a) Unless otherwise in this Agreement specifically provided, any notice to or communication with any holder of Voting Trust Certificates other than AXA may be sent by mail, either regular, registered or certified with return receipt requested, addressed to such holder at its address appearing on the transfer books of the Voting Trustees. (b) Any notice to AXA hereunder may be sent by registered or certified 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 by registered or certified mail, return receipt requested, addressed to them at their office maintained for such purpose as designated by notice from time to time. Any notice from one Voting Trustee to the other Voting Trustees may be made in person or by mail or facsimile to them at their addresses as they appear in this Agreement, or at any other address as may be designated by notice from time to time. (d) All distributions of cash, securities or other property hereunder by the Voting Trustees to the holders of Voting Trust Certificates may be made in the same manner as hereinabove provided for the giving of notices to the holders of Voting Trust Certificates. (e) All notices concerning amendments, extensions or the termination of this Agreement or concerning the death, incapacity, resignation or 77 Page 78 of 87 Pages disqualification of any of the Voting Trustees shall also be delivered to the Superintendent. 17. CONTINUING AGREEMENT. All Voting Trust Certificates issued as herein provided shall be issued, received and held subject to all the terms of this Agreement. 18. GOVERNING LAW. This Agreement 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 the General Corporation Law of the State of Delaware is mandatorily applicable to the subject matter of any provision of this Agreement. 19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall 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 with respect to the matters covered hereby, except that this Agreement shall not supersede or otherwise modify in any respect any agreement of the parties hereto contained in the Standstill Agreement or the Investment Agreement. 21. AMENDMENTS AND WAIVERS. At any time prior to the termination of this Agreement, the Voting Trustees, AXA and the holders of Voting Trust Certificates may, by written agreement, amend or waive any of the provisions hereof; provided that any such amendment or waiver may only be made with the prior written consent of the Superintendent. 22. HEADINGS; INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, any reference to stock of the Company "having voting powers" shall refer to Company Common Stock, Convertible Preferred Stock, Other Preferred Stock and any other stock of the Company having the power to vote in the election of directors 78 Page 79 of 87 Pages of the Company, including without limitation any stock having such power only upon the occurrence of a default or any other extraordinary contingency. 23. GENDER AND NUMBER. In this Agreement, unless the context otherwise requires, the masculine, feminine and 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 to the 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 specific performance and injunctive relief. 25. FURTHER INSTRUMENTS. Each party shall from time to time execute and deliver such further instruments as any other party may reasonably request to effectuate the intent of this Agreement. 26. FILING IN REGISTERED OFFICE. The Voting Trustees shall file or cause to be filed this Agreement, any amendment or renewal of this Agreement and any counterpart hereof executed by a successor Voting 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 Certificate in the exercise of any right given to such party or such holder hereunder shall constitute a waiver thereof unless the time specified herein for the exercise of such right has expired, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or of any other right. The waiver by a party hereto or any holder of a Voting Trust Certificate of any default of any party hereto or any such holder shall not be deemed to be a waiver of any subsequent 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 the Shares, except for transfers of such Shares upon the merger or 79 Page 80 of 87 Pages consolidation of the Company with 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 of Voting Trust Certificates and is not intended to confer any rights on any other person except for the Superintendent. IN WITNESS WHEREOF, AXA and each Voting Trustee have signed this Agreement as of the date first written above. AXA By: /s/ Gerard de La Martiniere ----------------------------------------- Gerard de La Martiniere Title: Chief Financial Officer and Member of the Management Board VOTING TRUSTEE: /s/ Claude Bebear /s/ Henri de Castries - -------------------------------- -------------------------------- Signature Signature Claude Bebear Henri de Castries - -------------------------------- -------------------------------- Name Name 25 avenue Matignon 25 avenue Matignon 75008 Paris, France 75008 Paris, France - ----------------------- ---------------------------- Address Address /s/ Francoise Colloc'h -------------------------------- Signature Francoise Colloc'h -------------------------------- Name 25 avenue Matignon 75008 Paris, France -------------------------------- Address 80 EX-99.17 13 y66223bexv99w17.txt EXERCISE NOTICE Page 81 of 87 Pages Exhibit 17 November 8, 2002 To: AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 Attention: Stanley Tulin Fax: (212) 707-1920 Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York 10105 Attention: David R. Brewer Fax: (212) 969-1334 EXERCISE NOTICE Pursuant to Section 2.4.1 of the Purchase Agreement dated as of June 20, 2000 by and among Alliance Capital Management L.P., AXA Financial, Inc. and Sanford C. Bernstein Inc. relating to the purchase and sale of Limited Partnership Interests of Alliance Capital Management L.P. (hereinafter the "Purchase Agreement"), SCB Inc. (formerly called Sanford C. Bernstein Inc.) and SCB Partners Inc. hereby notify you that they are requiring you to purchase 8.16 million Buyer Units, as defined in the Purchase Agreement, at the price specified therein. SCB Partners Inc., a wholly owned subsidiary of SCB Inc., holds record title to these units. Any notices you give under the Purchase Agreement to the undersigned should be sent to Gerald M. Lieberman, c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105; Fax: (212) 969-1193; Telephone (212) 969-6520. SCB Inc. SCB Partners Inc. By: /s/ Lewis A. Sanders By: /s/ Lewis A. Sanders ------------------------------- -------------------------------- Lewis A. Sanders Lewis A Sanders Chairman and CEO Chairman and CEO 81 EX-99.18 14 y66223bexv99w18.txt SETTLEMENT NOTICE Page 82 of 87 Pages Exhibit 18 AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 Stuart L. Faust Senior Vice President and Deputy General Counsel Law Department November 20, 2002 Mr. Gerald M. Lieberman c/o Alliance Capital Management L.P. 1345 Avenue of the Americas New York, NY 10105 Dear Jerry: Pursuant to Sections 2.1 and 2.4.2 of the Purchase Agreement dated as of June 20, 2000 (the "Purchase Agreement") by and among Alliance Capital Management L.P. ("Alliance"), AXA Financial, Inc. and Sanford C. Bernstein Inc. relating to the purchase and sale of Buyer Units (except as otherwise stated, capitalized terms used herein shall have the same meaning as in the Purchase Agreement), AXA Financial hereby specifies Monday, November 25, 2002 as the Settlement Date for the purchase of the Buyer Units subject to the Exercise Notice to AXA Financial and Alliance from SCB Inc. and SCB Partners Inc., dated November 8, 2002, and hereby designates ECMC, LLC as the Designated Entity to purchase the Buyer Units subject to such Exercise Notice. In addition, please note that any notice you give under the Purchase Agreement to AXA Financial should be given to: 82 Page 83 of 87 Pages Stanley B. Tulin Vice Chairman and Chief Financial Officer 1290 Avenue of the Americas New York, NY 10104 Fax: (212) 707-1920 Tel: (212) 314-4515 with copies to: Kevin R. Byrne Senior Vice President and Treasurer 1290 Avenue of the Americas New York, NY 10104 Fax: (212) 707-1504 Tel: (212) 314-4081 and Stuart L. Faust Senior Vice President and Deputy General Counsel 1290 Avenue of the Americas New York, NY 10104 Fax: (212) 707-1900 Tel: (212) 314-3843 Please call me if you have any comments. Sincerely yours, /s/ Stuart L. Faust Stuart L. Faust cc: David Brewer Kevin Byrne 83 EX-99.19 15 y66223bexv99w19.txt POWERS OF ATTORNEY Page 84 of 87 Pages Exhibit 19 Power of Attorney Claude Bebear, as a Voting Trustee (the "Trustee"), pursuant to the Amended and Restated Voting Trust Agreement dated as of May 12, 2002, by and among AXA, a societe anonyme organized under the laws of the Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Stuart L. Faust, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Beneficial Ownership Filing"). The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The Trustee acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the Trustee, are not assuming any of the Trustee's responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. By executing this Power of Attorney, the Trustee hereby revokes any prior Powers of Attorney that appointed officers of AXA Financial, Inc. or The Equitable Life Assurance Society of the United States as attorneys-in-fact and agents for the Trustee to execute and file Beneficial Ownership Filings. 84 Page 85 of 87 Pages IN WITNESS WHEREOF, the Trustee has hereunto subscribed this Power of Attorney this 5th day of July, 2002. /s/ Claude Bebear ------------------------------------ Name: Claude Bebear Title: Voting Trustee 85 Page 86 of 87 Pages Power of Attorney Henri de Castries, as a Voting Trustee (the "Trustee"), pursuant to the Amended and Restated Voting Trust Agreement dated as of May 12, 2002, by and among AXA, a societe anonyme organized under the laws of the Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Stuart L. Faust, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Beneficial Ownership Filing"). The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The Trustee acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the Trustee, are not assuming any of the Trustee's responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. IN WITNESS WHEREOF, the Trustee has hereunto subscribed this Power of Attorney this 5th day of July, 2002. /s/ Henri de Castries ------------------------------------ Name: Henri de Castries Title: Voting Trustee 86 Page 87 of 87 Pages Power of Attorney Francoise Colloc'h, as a Voting Trustee (the "Trustee"), pursuant to the Amended and Restated Voting Trust Agreement dated as of May 12, 2002, by and among AXA, a societe anonyme organized under the laws of the Republic of France, and the Voting Trustees identified therein, hereby constitutes and appoints each of Richard V. Silver, Stuart L. Faust, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a "Beneficial Ownership Filing"). The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The Trustee acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the Trustee, are not assuming any of the Trustee's responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact and agents of the Trustee. IN WITNESS WHEREOF, the Trustee has hereunto subscribed this Power of Attorney this 10th day of July, 2002. /s/ Francoise Colloc'h ------------------------------------ Name: Francoise Colloc'h Title: Voting Trustee 87 -----END PRIVACY-ENHANCED MESSAGE-----