Restated Charter
OF
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
ARTICLE I
The name of the corporation shall continue to be The Equitable Life
Assurance Society of the United States.
ARTICLE II
The principal office of the corporation shall be located in the City of New
York, County of New York, State of New York.
ARTICLE III
(a) The business to be transacted by the corporation shall be the kinds of
insurance business specified in Paragraphs 1, 2 and 3 of Subsection (a) of
Section 1113 of the Insurance Law of the State of New York, as follows:
(1) "Life insurance": every insurance upon the lives of human beings, and
every insurance appertaining thereto, including the granting of endowment
benefits, additional benefits in the event of death by accident, additional
benefits to safeguard the contract from lapse, accelerated payments of part or
all of the death benefit or a special surrender value upon diagnosis (A) of
terminal illness defined as a life expectancy of twelve months or less, or (B)
of a medical condition requiring extraordinary medical care or treatment
regardless of life expectancy, or provide a special surrender value, upon total
and permanent disability of the insured, and optional modes of settlement of
proceeds. "Life insurance" also includes additional benefits to safeguard the
contract against lapse in the event of unemployment of the insured. Amounts paid
the insurer for life insurance and proceeds applied under optional modes of
settlement or under dividend options may be allocated by the insurer to one or
more separate accounts pursuant to section four thousand two hundred forty of
the Insurance Law of the State of New York;
(2) "Annuities": all agreements to make periodical payments for a period
certain or where the making or continuance of all or some of a series of such
payments, or the amount of any such payment, depends upon the continuance of
human life, except payments made under the authority of paragraph (1) above.
Amounts paid the insurer to provide annuities and proceeds applied under
optional modes of settlement or under dividend options may be allocated by the
insurer to one or more separate accounts pursuant to section four thousand two
hundred forty of the Insurance Law of the State of New York;
(3) "Accident and health insurance": (i) insurance against death or
personal injury by accident or by any specified kind or kinds of accident and
insurance against sickness, ailment or bodily injury, including insurance
providing disability benefits pursuant to article nine of the workers'
compensation law, except as specified in item (ii) hereof; and (ii)
non-cancellable disability insurance, meaning insurance against disability
resulting from sickness, ailment or bodily injury (but excluding insurance
solely against accidental injury) under any contract which does not give the
insurer the option to cancel or otherwise terminate the contract at or after one
year from its effective date or renewal date;
and any amendments to such paragraphs or provisions in substitution therefor
which may be hereafter adopted; such other kind or kinds of business now or
hereafter authorized by the laws of the State of New York to stock life
insurance companies; and such other kind or kinds of business to the extent
necessarily or properly incidental to the kind or kinds of insurance business
which the corporation is authorized to do.
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(b) The corporation shall also have all other rights, powers, and
privileges now or hereafter authorized or granted by the Insurance Law of the
State of New York or any other law or laws of the State of New York to stock
life insurance companies having power to do the kind or kinds of business
hereinabove referred to and any and all other rights, powers, and privileges of
a corporation now or hereafter granted by the laws of the State of New York and
not prohibited to such stock life insurance companies.
ARTICLE IV
The business of the corporation shall be managed under the direction of the
Board of Directors.
ARTICLE V
(a) The Board of Directors shall consist of not less than 13 (except for
vacancies temporarily unfilled) nor more than 36 Directors, as may be determined
from time to time by a vote of a majority of the entire Board of Directors. No
decrease in the number of Directors shall shorten the term of any incumbent
Director.
(b) The Board of Directors shall have the power to adopt from time to time
such By-Laws, rules and regulations for the governance of the officers,
employees and agents and for the management of the business and affairs of the
corporation, not inconsistent with this Charter and the laws of the State of New
York, as may be expedient, and to amend or repeal such by-laws, rules and
regulations, except as provided in the By-Laws.
(c) Any or all of the Directors may be removed at any time, either for or
without cause, by vote of the shareholders.
(d) No Director shall be personally liable to the corporation or any of its
shareholders for damages for any breach of duty as a Director; provided,
however, that the foregoing provision shall not eliminate or limit (i) the
liability of a Director if a judgment or other final adjudication adverse to him
or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled,
or were acts or omissions which (a) he or she knew or reasonably should have
known violated the Insurance Law of the State of New York or (b) violated a
specific standard of care imposed on Directors directly, and not by reference,
by a provision of the Insurance Law of the State of New York (or any regulations
promulgated thereunder) or (c) constituted a knowing violation of any other law;
or (ii) the liability of a Director for any act or omission prior to September
21, 1989.
ARTICLE VI
(a) The Directors of the corporation shall be elected at each annual
meeting of shareholders of the corporation in the manner prescribed by law. The
annual meeting of shareholders shall be held at such place, within or without
the State of New York, and at such time as may be fixed by or under the By-Laws.
At each annual meeting of shareholders, directors shall be elected to hold
office for a term expiring at the next annual meeting of shareholders.
(b) Newly created directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board of Directors shall be filled by
vote of the shareholders.
(c) Each Director shall be at least twenty-one years of age, and at all
times a majority of the Directors shall be citizens and residents of the United
States, and not less than three of the Directors shall be residents of the State
of New York.
(d) The Board of Directors shall elect such officers as are provided for in
the By-Laws at the first meeting of the Board of Directors following each annual
meeting of the shareholders. In the event of the failure to elect officers at
such meeting, officers may be elected at any regular or special meeting of the
Board of Directors. A vacancy in any office may be filled by the Board of
Directors at any regular or special meeting.
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ARTICLE VII
The duration of the corporate existence of the corporation shall be
perpetual.
ARTICLE VIII
The amount of the capital of the corporation shall be $2,500,000, and shall
consist of 2,000,000 Common Shares, par value $1.25 per share.
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