STATE OF NEW YORK, ATTORNEY GENERAL'S OFFICE, Albany, May 10, 1859.

I do hereby certify that I have examined the annexed charter of the Equitable Life Assurance Society of the United States, and that I find it to be made in accordance with the requirements of the act entitled "An act to provide for the incorporation of Life and Health Insurance Companies, and in relation to agencies of such companies," passed June 24, 1853, and amendments thereto, and not inconsistent with the constitution or laws of this State, and of the United States.

LYMAN TREMAIN, Attorney General.

To Hon. S. E. Church, Comptroller.

STATE OF NEw York, Comptroller's OFFICE. I do hereby certify that the foregoing is a true copy of the declaration and charter of the Equitable Life Assurance Society of the United States, that the same is a correct transcript therefrom, and the whole of said original.

In witness whereof, I have hereunto subscribed my name, and caused the seal of my office to be affixed, at the city of Albany, this tenth day of May, 1859.

[L. S,]

PHILIP PHELPS, Deputy Comptroller. STATE OF NEW YORK, CITY AND COUNTY OF ALBANY, SS. William H. A. Rooker, of the city of Albany, being duly sworn, says that he is the foreman in the office of the Albany Atlas and Argus, the State paper, and that the notice, of which the annexed is a printed copy, has been regularly published in said Albany Atlas and Argus, daily, for six weeks successively, commencing on the sixteenth day of May, 1859.

WILLIAM H. A. ROOKER.
Sworn before me, this twenty-seventh day of June,
1859.
D. A. MANNING, Commissioner of Deeds.
CERTIFICATE OF AUTHORITY.

STATE OF NEW YORK, Comptroller's OFFICE,
Albany, July 25, 1859.

Whereas, the Equitable Life Assurance Society of the United States, located in the city of New York, having

complied with all the provisions of chapter 463, of the laws of 1853, providing for the incorporation of life and health insurance companies, and having deposited with the comptroller of the State of New York one hundred thousand dollars of United States five per cent stocks, in pursuance of the law aforesaid:

Now, therefore, I, Stanford E. Church, comptroller of the State of New York, do hereby certify that the said company has complied with the said law, and deposited with me the amount of securities required by law, they are duly authorized, on filing this and the other papers herewith attached, in the county clerk's office of the city and county of New York, to commence the business of insurance, as provided in their said charter.

In witness whereof, I have hereunto subscribed my name, and caused the seal of my office to be affixed, the day and year aforesaid.

[L. S.]

PHILIP PHELPS, Deputy Comptroller.

STATE OF NEW YORK, COMPTROLLER'S OFFICE. I do hereby certify that the foregoing is a true copy of the declaration, charter, certificate, affidavits and other papers on file in this office of the Equitable Life Assurance Society of the United States, and that the name is a correct transcript therefrom, and the whole of said original.

In witness whereof, I have hereunto subscribed my name and caused the seal of my office to be affixed, at the city of Albany, this twenty-fifth day of July, 1859. [L. S.] PHILIP PHELPS, Deputy Comptroller.

STATE OF NEW YORK, INSURANCE DEPARTMENT. I, William Barnes, superintendent of the insurance department of the State of New York, do hereby certify that I have compared the annexed copy of the declaration and charter of the Equitable Life Assurance Society of the United States, together with the certificate of the attorney general, and the final certificate of the comptroller, with the originals on file in this department, and that the same are correct transcripts therefrom, and of the whole of said originals.

In witness whereof, I have hereunto set my hand and affixed my official seal, at the city of Albany, this 23d day of June, A. D. 1868.

[L. S.] GEORGE WOLFORD, Deputy Superintendent.

BY-LAWS.

(As Amended August 3, 1904.)

SECTION 1.-Meetings of Directors. Stated meetings of the Directors shall be held each year on the last Wednesday of January, April, July and October, or on any subsequent day during the same or the month next succeeding as the Finance Committee shall from time to time designate, and a report shall be made by the President of the transactions of the Society during the next preceding financial quarter, stating particularly the contracts that have been made, the sums of money that have been received, and on what account; the manner in which the same shall have been invested or paid, and the amount remaining on hand; also the amounts due and unpaid. This report shall contain also a balance sheet showing the receipts; disbursements; investments; and all the particulars necessary to form a general exhibit of the Society's condition at the close of said quarter. If at the first quarterly meeting the Annual Statement for the preceding year shall be submitted by the President, then the quarterly report may be omitted. There shall also be an annual meeting for the election of a President, a VicePresident, a Second, Third and Fourth Vice-President, a Secretary, an Assistant Secretary, an Actuary, a Comptroller, a Treasurer, an Assistant Treasurer, an Auditor, a Superintendent of Agencies, a Registrar, and two Resident Medical Directors, and for the election of the standing committees, at the quarterly meeting in January or February of each year. Vacancies in any of said offices or committees may be filled at any meeting of the Board. The minutes of the Board shall be kept by the Secretary, who shall act as Clerk of the Board.

SEC. 2.-Officers of Society. The Officers of this S ciety shall be a President, a Vice-President, a Second, Third and Fourth Vice-President, a Secretary, an Assistant Secretary, an Actuary, a Comptroller, a Treasurer, an Assistant Treasurer, an Auditor, a Superintendent of Agencies, and a Registrar.

So.

SEC. 3-Special Meetings; How Called. The President may call a special meeting of the Directors, in his discretion; he shall also call a special meeting whenever five of the Directors shall request him, in writing, to do All special and stated meetings shall be called by sending a written or printed notice to each Director, but no business shall be taken up or sanctioned at a special meeting except that referred to in said notice, unless with the consent of a majority of the whole Board, expressed by their votes at such meeting.

SEC. 4. Quorum. Nine Directors shall constitute a quorum for the transaction of business.

SEC. 5.-Vacancies in Board of Directors. Vacancies in the Board of Directors shall be filled at the next or a subsequent meeting after such vacancy is declared, and at a meeting subsequent to that at which the nomination of a person to fill said vacancy is made, or at the annual election by Stockholders. Vacancies in any of the standing committees may be filled at any regular meeting of the Board.

SEC. 6.-President's Duties. The President shall, if present, preside at all meetings of the Directors; he shall be ex-officio a member of all standing committees. He shall also attend the meetings of any special committee when requested by the Chairman.

The President shall have the general direction and superintendence of the affairs of the Society, and report the same at every stated meeting of the Directors, and such report shall be placed on file and copied on the minutes.

The President shall appoint all clerks and other employees not appointed by the Board of Directors.

SEC. 7.-Vice-Presidents' Duties. The Vice-President and the Second, Third and Fourth Vice-Presidents shall assist the President; and whenever the President shall be absent, sick, or unable to perform the duties of his office, the Vice-President shall perform the same.

The Board of Directors, and in the interim, until they are convened, the Finance Committee, may appoint a President to act temporarily when the President and VicePresident are both absent, sick, or for any cause unable to act.

SEC. 8.-Duties of Secretary, Asst. Secretary, Treasurer, Asst. Treasurer, Auditor. The Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, and Auditor shall perform their duties under the direction of the President. In the absence of the Secretary, the Assistant Secretary shall perform his duties until otherwise ordered. In the absence of the Treasurer, his duties shall be performed by the Assistant Treasurer until otherwise ordered.

SEC. 9.-Actuary's Duties. The Actuary of the Society shall make calculations and tables for the present and future use of the Society, subject to the approval of the President; audit the insurance portion of the quarterly and annual statements; collect and arrange data, books, documents, tables and official statements upon the business of life insurance and annuities, for the use of the Society; and perform such other appropriate acts as may be required by the Board, its committees, or the President.

SEC. 10.-Second and Third Vice-Presidents' Duties. The Second and Third Vice-Presidents shall have the supervision of the Agencies of the Society under the direction and instruction of the President, and shall perform such other duties as may be assigned by the President.

SEC. 11-Superintendent of Agencies' Duties. The Superintendent of Agencies shall perform such duties in connection with the supervision of the agencies of the Society as may be assigned by the President.