Registration No. 333-17663
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 9 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
SEPARATE ACCOUNT FP
of
THE EQUITABLE LIFE ASSURANCE Edward D. Miller, President
SOCIETY OF THE UNITED STATES The Equitable Life Assurance Society of
(Exact Name of Trust) the United States
THE EQUITABLE LIFE ASSURANCE 1290 Avenue of the Americas
SOCIETY OF THE UNITED STATES New York, New York 10104
(Exact Name of Depositor) (Name and Address of Agent for Service)
1290 Avenue of the Americas
New York, New York 10104
(Address of Depositor's Principal
Executive Offices)
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Telephone Number, Including Area Code: (212) 554-1234
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Please send copies of all communications to:
ROBIN M. WAGNER, ESQ. with a copy to:
Vice President and Counsel Thomas C. Lauerman, Esq.
The Equitable Life Assurance Freedman, Levy, Kroll & Simonds
Society of the United States 1050 Connecticut Avenue, N.W., Suite 825
1290 Avenue of the Americas Washington, D.C. 20036
New York, New York 10104
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Securities Being Registered: Units of Interest in Separate Account FP
It is proposed that this filing will become effective (check appropriate line):
__X__ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (May 1, 2000) pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on ( date ) pursuant to paragraph (a) of Rule 485
<PAGE>
NOTE
This Post-Effective Amendment No. 9 ("PEA") to the Form S-6 Registration
Statement No. 333-17663 ("Registration Statement") of The Equitable Life
Assurance Society of the United States ("Equitable Life") and its Separate
Account FP is being filed for the purpose of including in the Registration
Statement a Prospectus Supplement to the Incentive Life and Incentive Life
Plus Prospectuses. This Supplement adds additional investment options to
Separate Account FP. Other than as set forth herein, the PEA does not amend or
delete any Incentive Life or Incentive Life Plus prospectus, any other
Supplement thereto, or any other part of this Registration Statement.
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES -- SUPPLEMENT DATED
______, 2000, TO PROSPECTUSES FOR:
ACCUMULATOR LIFE INCENTIVE LIFE PLUS(R)
INCENTIVE LIFE SURVIVORSHIP 2000
SURVIVORSHIP INCENTIVE LIFE SPECIAL OFFER POLICY
IL PROTECTOR INCENTIVE LIFE 2000
IL COLI CHAMPION 2000
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This supplement modifies certain information in the above-referenced
prospectuses, as supplemented to date (together, the "Prospectuses"), by adding
information about five new variable investment options. Unless otherwise
indicated, all other information included in the Prospectuses remains unchanged.
The terms and section headings we use in this supplement have the same meaning
as in the Prospectuses.
1. We anticipate making available the variable investment options described
below on or about October 6, 2000, subject to regulatory approval.
<TABLE>
<CAPTION>
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VARIABLE INVESTMENT MANAGEMENT 12B-1 OTHER TOTAL
INVESTMENT ADVISOR (1) FEE FEE EXPENSES(2) ANNUAL
OPTION EXPENSES (3)
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<S> <C> <C> <C> <C> <C>
EQ/Large Cap The Equitable 1.00% 0.25% 0.05% 1.30%
Growth Life Assurance
Society of the
United States
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EQ/Fidelity Fidelity 0.70% 0.25% 0.05% 1.00%
Mid Cap Management &
Research
Company
------------------------------------------------------------------------------------
EQ/AXP New American 0.65% 0.25% 0.05% 0.95%
Dimensions Express
Financial
Corporation
------------------------------------------------------------------------------------
EQ/AXP American 0.70% 0.25% 0.05% 1.00%
Strategy Express
Aggressive Financial
Corporation
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</TABLE>
(1) The investment results you achieve in any one of these variable investment
options will depend on the investment performance of the corresponding
Portfolio of the EQ Advisors Trust that shares the same name as that
option. The advisor shown is the advisor who makes the investment decisions
for the Portfolio.
(2) Initial seed capital will be invested for each of these Portfolios on or
about September 1, 2000; therefore, the Other Expenses shown are estimated.
(3) Equitable Life, EQ Advisors Trust's manager, has entered into an Expense
Limitation Agreement with respect to these Portfolios that will begin on or
about September 1, 2000 and end on August 30, 2001. Under this agreement,
Equitable Life has agreed to waive or limit its fees and assume other
expenses of each of these Portfolios, if necessary, in an amount that
limits each Portfolio's Total Annual Expenses (exclusive of interest,
taxes, brokerage commissions, capitalized expenditures and extraordinary
expenses) to not more than the amounts specified above under Total Annual
Expenses. Each of these Portfolios will commence operations on or about
September 1, 2000 and we have estimated that their actual Total Annual
Expenses will not exceed their respective Expense Limitations.
<PAGE>
Part II
REPRESENTATION REGARDING REASONABLENESS OF
AGGREGATE POLICY FEES AND CHARGES
Equitable Life represents that the fees and charges deducted under the Policies
described in this Registration Statement, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be incurred, and the risks
assumed by Equitable Life under the Policies. Equitable Life bases its
representation on its assessment of all of the facts and circumstances,
including such relevant factors as: the nature and extent of such services,
expenses and risks, the need for Equitable Life to earn a profit, the degree to
which the Policies include innovative features, and regulatory standards for the
grant of exemptive relief under the Investment Company Act of 1940 used prior to
October 1996, including the range of industry practice. This representation
applies to all policies sold pursuant to this Registration Statement, including
those sold on the terms specifically described in the prospectuses contained
herein, or any variations therein, based on supplements, data pages or riders to
any policies or prospectuses, or otherwise.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Reconciliation and Tie, previously filed with this Registration Statement File
No. 373-17663 on March 1, 1999.
The Incentive Life Prospectus (retail channel) dated May 1, 2000, consisting of
151 pages, previously filed with this Registration Statement File No. 333-17663
on May 1, 2000.
The Incentive Life Prospectus (core version--wholesale channel) dated May 1,
2000, consisting of 123 pages, previously filed with this Registration Statement
File No. 333-17663 on May 1, 2000.
The Incentive Life Prospectus (Merrill Lynch/First Union version--wholesale
channel) dated May 1, 2000, consisting of 135 pages, previously filed with this
Registration Statement File No. 333-17663 on May 1, 2000.
The Incentive Life Plus Prospectus (retail channel) dated May 1, 2000,
consisting of 153 pages, previously filed with this Registration Statement
File No. 333-17663 on May 1, 2000.
Supplement (in-force; retail channel) dated May 1, 2000, relating to Incentive
Life Plus Prospectuses, consisting of 113 pages, previously filed with this
Registration Statement File No. 333-17663 on May 1, 2000.
Supplement (in-force; retail channel) dated May 1, 2000, relating to Incentive
Life Prospectuses, consisting of 113 pages, previously filed with this
Registration Statement File No. 333-17663 on May 1, 2000.
Supplement (in-force; wholesale channel) dated May 1, 2000, relating to
Incentive Life and Incentive Life Plus Prospectuses, consisting of 85 pages,
previously filed with this Registration Statement File No. 333-17663 on May 1,
2000.
Supplement (wholesale channel) dated May 1, 2000 to Incentive Life Plus
Prospectus dated October 18, 1999, consisting of 85 pages, previously filed with
this Registration Statement File No. 333-17663 on May 1, 2000.
Supplement (Incentive Life COLI--retail channel) dated May 1, 2000, consisting
of 2 pages, previously filed with this Registration Statement File No. 333-17663
on May 1, 2000.
Supplement (Accounting Benefit Rider) dated May 1, 2000, consisting of 1 page,
previously filed with this Registration Statement File No. 333-17663 on May 1,
2000.
Supplement (for use in New York; wholesale channel) dated May 1, 2000, to the
Incentive Life Prospectus (retail channel) dated May 1, 2000, consisting of 2
pages, previously filed with this Registration Statement File No. 333-17663
on May 1, 2000.
Supplement (Incentive Life COLI--wholesale channel) dated May 1, 2000,
consisting of 2 pages, previously filed with this Registration Statement File
No. 333-17663 on May 1, 2000.
The Supplement consisting of 1 page.
Representation regarding reasonableness of aggregate policy fees and charges.
Undertaking to file reports, previously filed with this Registration Statement
File No. 333-17663 on December 11, 1996.
Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933,
previously filed with this Registration Statement File No. 333-17663 on December
11, 1996.
The signatures.
Written Consents of the following persons:
Robin M. Wagner, Vice President and Counsel of Equitable Life. (See exhibit
2(a)(vii)).
The following exhibits: Exhibits required by Article IX, paragraph A of Form
N-8B-2:
1-A(1)(a)(i) Certified resolution re Authority to Market
Variable Life Insurance and Establish Separate
Accounts, previously filed with this
Registration Statement File No. 333-17663 on
December 11, 1996.
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1-A(2) Inapplicable.
1-A(3)(a) See Exhibit 1-A(8).
1-A(3)(b) Broker-Dealer and General Agent Sales Agreement, previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(3)(c) See Exhibit 1-A(8)(i).
1-A(4) Inapplicable.
+ 1-A(5)(a)(i) Flexible Premium Variable Life Insurance Policy
(94-300) (Incentive Life Plus) (Equitable Variable), previously
filed with this Registration Statement File No. 333-17663
on December 11, 1996.
+ 1-A(5)(a)(ii) Flexible Premium Variable Life Insurance Policy
(94-300) (Incentive Life Plus) (Equitable), previously filed with this Registration
Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(a)(iii) Flexible Premium Variable Life Insurance Policy
(95-300) (Corporate Incentive Life) (Equitable Variable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(a)(iv) Flexible Premium Variable Life Insurance Policy
(95-300) (Corporate Incentive Life) (Equitable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(a)(v) Flexible Premium Variable Life Insurance Policy
(85-300) (Equitable Variable), previously filed with this Registration Statement File
No. 333-17663 on December 11, 1996.
1-A(5)(a)(vi) Flexible Premium Variable Life Insurance Policy (99-300), previously filed with this
Registration Statement File No. 333-17663 on March 1, 1999.
1-A(5)(b) Name Change Endorsement (S.97-1), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(c) Option to Purchase Additional Insurance Rider
(R94-204) (Equitable Variable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(d) Option to Purchase Additional Insurance Rider
(R94-204) (Equitable), previously filed with
this Registration Statement File No. 333-17663
on December 11, 1996.
+ 1-A(5)(e) Substitution of Insured Rider (R94-212) (Equitable Variable),
previously filed with this Registration Statement File No. 333-17663
on December 11, 1996.
+ 1-A(5)(f) Substitution of Insured Rider (R94-212) (Equitable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(g) Renewable Term Insurance Rider on the Insured
(R94-215) (Equitable Variable), previously filed with this Registration Statement File
No. 333-17663 on December 11, 1996.
+ 1-A(5)(h) Renewable Term Insurance Rider on the Insured
(R94-215) (Equitable), previously filed with
this Registration Statement File No. 333-17663
on December 11, 1996.
+ 1-A(5)(i) Disability Rider - Waiver of Monthly Deductions
(R94-216) (Equitable Variable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(j) Disability Rider - Waiver of Monthly Deductions
(R94-216) (Equitable), previously filed with this Registration
Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(k) Disability Rider - Waiver of Premiums (R94-216A) (Equitable Variable), previously
filed with this Registration Statement File No. 333-17663 on December 11, 1996.
+ 1-A(5)(l) Disability Rider - Waiver of Premiums (R94-216A) (Equitable), previously filed with
this Registration Statement File No. 333-17663 on December 11, 1996.
</TABLE>
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+State variations not included
II-2
<PAGE>
<TABLE>
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+ 1-A(5)(m) Yearly Renewable Term Insurance Rider on the Insured (R94-220) (Equitable
Variable), previously filed with this Registration Statement File No. 333-17663 on
December 11, 1996.
+ 1-A(5)(n) Yearly Renewable Term Insurance Rider on the Insured (R94-220) (Equitable),
previously filed with this Registration Statement File No. 333-17663 on December 11,
1996.
1-A(5)(o) Accelerated Death Benefit Rider (R94-102) (Equitable Variable), previously filed with
this Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(p) Accelerated Death Benefit Rider (R94-102) (Equitable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(q) Designated Insured Option Rider (R91-107) (Equitable Variable), previously filed
with this Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(r) Designated Insured Option Rider (R91-107) (Equitable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(s) Accounting Benefit Rider (S.94-118) (Equitable Variable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(t) Accounting Benefit Rider (S.94-118) (Equitable), previously filed with this
Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(u) Limitation on Amount of Insurance Rider (R85-406) (Equitable Variable), previously
filed with this Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(v) Exchange Privilege Rider (R85-405) (for use with Policy 85-300) (Equitable Variable),
previously filed with this Registration Statement File No. 333-17663 on December 11,
1996.
1-A(5)(w) Disability Rider - Waiver of Monthly Deductions (R85-408) (for use with Policy 85-300)
(Equitable Variable), previously filed with this Registration Statement File No.
333-17663 on December 11, 1996.
1-A(5)(x) Pro Rata Surrender Charge Endorsement (S.87-289) (for use with Policy 85-300)
(Equitable Variable), previously filed with this Registration Statement File No.
333-17663 on December 11, 1996.
1-A(5)(y) Asset Allocation Endorsement (S.89-301) (for use with Policy 85-300) (Equitable
Variable), previously filed with this Registration Statement File No. 333-17663 on
December 11, 1996.
1-A(5)(z) Investment Options Rider and Guaranteed Interest Division Transfer Rider
(R.89-303)(for use with Policy No. 85-300) (Equitable Variable), previously filed with
this Registration Statement File No. 333-17663 on December 11, 1996.
1-A(5)(z)(ii) Face Amount Increase Endorsement (S.99-30), previously filed with this Registration
Statement File No. 333-17663 on March 1, 1999.
1-A(5)(z)(iii) Table of Guaranteed Payments Endorsement (S.99-33), previously filed with this
Registration Statement File No. 333-17663 on March 1, 1999.
1-A(5)(z)(iv) Form of Paid Up Death Benefit Guarantee Endorsement (S.99-32), previously filed with
this Registration Statement File No. 333-17663 on March 1, 1999.
1-A(5)(z)(v) Form of Enhanced Death Benefit Guarantee Rider (R99-100), previously filed with this
Registration Statement File No. 333-17663 on March 1, 1999.
1-A(6)(a) Declaration and Charter of Equitable, as amended January 1, 1997, previously filed
with this Registration Statement File No. 333-17663 on April 30, 1997.
1-A(6)(b) By-Laws of Equitable, as amended November 21, 1996, previously filed with this
Registration Statement File No. 333-17663 on April 30, 1997.
1-A(7) Inapplicable.
</TABLE>
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+State variations not included
II-3
<PAGE>
<TABLE>
<S> <C>
1-A(8) Distribution and Servicing Agreement among EQ Financial Consultants, Inc. (now AXA
Advisors, LLC), Equitable and Equitable Variable dated as of May 1, 1994, previously
filed with this Registration Statement File No. 333-17663 on December 11, 1996.
1-A(8)(i) Schedule of Commissions, previously filed with this Registration Statement File No.
333-17663 on December 11, 1996.
1-A(9)(a) Agreement and Plan of Merger of Equitable Variable with and into Equitable dated
September 19, 1996, previously filed with this Registration Statement File No.
333-17663 on December 11, 1996.
1-A(9)(b) Form of Participation Agreement among EQ Advisors Trust, Equitable, Equitable
Distributors, Inc. and EQ Financial Consultants, Inc. (now AXA Advisors, LLC) incorporated
by reference to the Registration Statement of EQ Advisors Trust on Form N-1A (File Nos.
333-17217 and 811-07953).
1-A(10)(a) Application EV4-200Y (Equitable Variable), previously filed with this Registration
Statement File No. 333-17663 on December 11, 1996.
1-A(10)(b) Application EV4-200Y (Equitable), previously filed with this Registration Statement
File No. 333-17663 on December 11, 1996.
2(a)(i) Opinion and Consent of Mary P. Breen, Vice President and Associate General Counsel
of Equitable, previously filed with this Registration Statement File No. 333-17663
on December 11, 1996.
2(a)(ii) Opinion and Consent of Mary P. Breen, Vice President and Associate General Counsel
of Equitable, previously filed with this Registration Statement File No. 333-17663
on April 30, 1997.
2(a)(iii) Opinion and Consent of William Schor, Vice President and Associate General Counsel of
Equitable, previously filed with this Registration Statement, File No. 333-17663,
filed April 30, 1999.
2(a)(iv) Opinion and Consent of William Schor, Vice President and Associate General Counsel of
Equitable, previously filed with this Registration Statement, File No. 333-17663 on
July 26, 1999.
2(a)(v) Opinion and Consent of William Schor, Vice President and Associate General Counsel of
Equitable, previously filed with this Registration Statement, File No. 333-17663 on
August 30, 1999.
2(a)(vi) Opinion and Consent of Robin M. Wagner, Vice President and Counsel of Equitable, previously
filed with this Registration Statement File No. 333-17663 on May 1, 2000.
2(a)(vii) Opinion and Consent of Robin M. Wagner, Vice President and Counsel of Equitable.
2(b)(i) Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
previously filed with this Registration Statement File No. 333-17663 on December 11,
1996.
2(b)(ii) Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable relating to
Exhibit 2(b)(i), previously filed with this Registration Statement File No. 333-17663
on December 11, 1996.
2(b)(iii) Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
previously filed with this Registration Statement File No. 333-17663 on December 11,
1996.
2(b)(iv) Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
previously filed with this Registration Statement File No. 333-17663 on April 30,
1997.
2(b)(v) Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
previously filed with this Registration Statement File No. 333-17663 on May 1, 1998.
2(b)(vi) Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
previously filed with this Registration Statement, File No. 333-17663, on April 30, 1999.
3 Inapplicable.
4 Inapplicable.
6 Consent of Independent Public Accountants previously filed with ths Registration Statement
File No. 333-17663 on May 1, 2000
7(a) Powers-of-Attorney previously filed with ths Registration Statement File No. 333-17663 on
May 1, 2000
II-4
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8 Description of Equitable's Issuance,
Transfer and Redemption Procedures for Flexible
Premium Policies pursuant to Rule 6e-3(T)(b)(12)(iii)
under the Investment Company Act of 1940, previously
filed with this Registration Statement File No. 333-17663
on December 11, 1996.
9(a) Illustration of Policy Benefits - Incentive Life, previously filed with this Registration
Statement, File No. 333-17663, on April 30, 1999.
9(b) Illustration of Policy Benefits - Incentive Life Plus, previously filed with this Registration
Statement, File No. 333-17663, on April 30, 1999.
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this amendment
to the Registration Statement pursuant to paragraph (b) of Rule 485 under the
Securities Act of 1933 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, in the City and
State of New York, on the 11th day of May, 2000.
SEPARATE ACCOUNT FP OF THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(REGISTRANT)
[SEAL] By: THE EQUITABLE LIFE
ASSURANCE SOCIETY OF
THE UNITED STATES,
(DEPOSITOR)
By: /s/ Mildred M. Oliver
------------------------------
(Mildred M. Oliver)
Vice President
Attest: /s/ Linda Galasso
------------------------
(Linda Galasso)
Assistant Secretary
May 11, 2000
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Depositor
has duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City and State of
New York, on the 11th day of May, 2000.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(DEPOSITOR)
By: /s/ Mildred M. Oliver
--------------------------------
(Mildred M. Oliver)
Vice President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICERS:
*Edward D. Miller Chairman of the Board and
Chief Executive Officer
*Michael Hegarty President and Chief Operating Officer
PRINCIPAL FINANCIAL OFFICER:
*Stanley B. Tulin Vice Chairman of the Board
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*Alvin H. Fenichel Senior Vice President and Controller
*DIRECTORS:
Francoise Colloc'h Donald J. Greene George T. Lowy
Henri de Castries John T. Hartley Edward D. Miller
Joseph L. Dionne John H.F. Haskell, Jr. Didier Pineau-Valencienne
Denis Duverne Michael Hegarty George J. Sella, Jr.
Jean-Rene Fourtou Mary R. (Nina) Henderson Peter J. Tobin
Norman C. Francis W. Edwin Jarmain Stanley B. Tulin
Dave H. Williams
*By: /s/ Mildred M. Oliver
-----------------------
(Mildred M. Oliver)
Attorney-in-Fact
May 11, 2000
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TAG VALUE
- ----------- ---------
2(a)(vii) Opinion and Consent of Counsel EX-99.2avii
II-8
Robin M. Wagner
Vice President
and Counsel
(212) 314-3962
Fax: (212) 707-7785
(EQUITABLE -- MEMBER OF THE GLOBAL AXA GROUP LOGO)
LAW DEPARTMENT
May 11, 2000
The Equitable Life Assurance Society
of the United States
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing of a Registration
Statement on Form S-6, File No. 333-17663 ("Registration Statement") of Separate
Account FP ("Separate Account FP") of The Equitable Life Assurance Society of
the United States ("Equitable"). The Registration Statement covers an indefinite
number of units of interest in Separate Account FP ("Units") funding Incentive
Life Plus (policy form No. 94-300), Corporate Incentive Life (policy form No.
95-300), and Incentive Life (policy form No. 99-300), individual flexible
premium variable life insurance policies ("Policies") issued by The Equitable
Life Assurance Society of the United States. Net premiums received under the
Policies are allocated by Equitable to Separate Account FP to the extent
directed by owners of the Policies. Net premiums under other variable life
insurance policies issued by Equitable may also be allocated to Separate Account
FP.
The Policies are designed to provide life insurance protection and are to
be offered in the manner described in the Prospectus and the prospectus
supplements included in the Registration Statement. The Policies will be sold
only in jurisdictions authorizing such sales.
I have examined all such corporate records of Equitable and such other
documents and laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion that:
1. Equitable is a corporation duly organized and validly existing under the
laws of the State of New York.
2. Separate Account FP was duly established and is maintained by Equitable
pursuant to the laws of the State of New York, under which income, gains and
losses, whether or not realized, from assets allocated to Separate Account FP,
are, in accordance with the Policies, credited to or charged against Separate
Account FP without regard to other income, gains or losses of Equitable.
3. Assets allocated to Separate Account FP will be owned by Equitable;
Equitable is not a trustee with respect thereto. The Policies provide that the
portion of the assets of Separate Account FP equal to the reserves and other
Policy liabilities with respect to Separate Account FP will not be chargeable
with liabilities arising out of any other business Equitable may conduct.
Equitable reserves the right to transfer assets of Separate Account FP in excess
of such reserves and other Policy liabilities to the general account of
Equitable.
4. When issued and sold as described above, the Policies (including any
Units duly credited thereunder) will be duly authorized and will constitute
validly issued and binding obligations of Equitable in accordance with their
terms.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robin M. Wagner
-------------------
Robin M. Wagner
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
