CERTIFICATE OF TRUST

                                       OF

                              EQ CAPITAL TRUST III

         THIS Certificate of Trust of EQ Capital Trust III (the "Trust"), dated
January 14, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. Code Sections 3801 et seq.).

         1. Name. The name of the business trust being formed hereby is EQ 
Capital Trust III.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is
The Bank of New York, a Delaware banking corporation, White Clay Center,
Route 273, Newark, Delaware 19711.

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.


                                       The Bank of New York (Delaware)
                                       -------------------------------,
                                       as Delaware Trustee


                                       By:  /s/ Mary Jane Morrissey
                                          --------------------------,
                                          Name: Mary Jane Morrissey
                                          Title: Authorized Signatory

                                       The Bank of New York
                                       ----------------------------,
                                       as Property Trustee


                                       By:  /s/ Robert A. Massimillo
                                          --------------------------,
                                          Name: Robert A. Massimillo
                                          Title: Assistant Vice President

                                          /s/ Stanley B. Tulin
                                       -----------------------,
                                       as Trustee


                                          /s/ Kevin R. Byrne
                                       -----------------------,
                                       as Trustee


                                          /s/ Robert A. Gender
                                       -----------------------,
                                       as Trustee