EXHIBIT 10.4
[CONFORMED COPY]
XXX
00, Xxxxxx Xxxxxxxx
00000 Xxxxx, Xxxxxx
May 12, 1992
The Superintendent of Insurance
State of New York Insurance Department
000 Xxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sir:
We refer to the Voting Trust Agreement dated as of May 12,
1992 (the "Voting Trust Agreement"), by and among the Voting Trustees and us.
We hereby agree that, if upon the termination of the Voting
Trust Agreement pursuant to the first sentence of Paragraph 11(a) thereof or at
the end of any renewal thereof, any Unreviewed Party (as defined below) would
directly or indirectly own, control or hold 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, we will, pursuant to Paragraph 11(c) of the Voting
Trust Agreement, submit to the Superintendent a written request for permission
to renew the Voting Trust Agreement and if such permission is granted, will
cause the Voting Trust Agreement to be renewed in accordance with its terms by
the then holders of the Voting Trust Certificates and the then Voting Trustees.
As used herein, an "Unreviewed Party" refers to any person that has not filed
with the Superintendent an application that has been approved by the
Superintendent for approval of the acquisition of control of The Equitable and
EVLICO by such person or for a determination that such person does not and will
not, upon the termination of the Voting Trust Agreement, control The Equitable
or EVLICO.
Very truly yours,
AXA
By /s/ Xxxxxx Xxxxxx
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