Estee Lauder Companies Inc – ‘10-Q’ for 12/31/04 – EX-10

On:  Thursday, 1/27/05, at 5:10pm ET   ·   For:  12/31/04   ·   Accession #:  1001250-5-14   ·   File #:  1-14064

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report -Period Ended 12/31/04               30    187K 
 2: EX-10       Amendment No 6 to Stockholders Agreement               6     20K 
 3: EX-31       CEO Certification Page                                 2     10K 
 4: EX-31       CFO Certification Page                                 2     10K 
 5: EX-32       CEO Certification Page                                 2      7K 
 6: EX-32       CFO Certification Page                                 2      7K 

EX-10   —   Amendment No 6 to Stockholders Agreement

EX-10
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                    Exhibit 10.2

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                                                                    Exhibit 10.2
                                                                    ------------

AMENDMENT NO. 6 TO STOCKHOLDERS' AGREEMENT

 AMENDMENT NO. 6 (this "Amendment"), effective as of December 17, 2004, to
---------                 
that certain STOCKHOLDERS' AGREEMENT (the "Stockholders' Agreement"), dated     
                             -----------------------
November 22, 1995, as amended by that Amendment No. 1, effective September 11,  
1996, and as amended by that Amendment No. 2, effective as of December 10, 1996,
and as amended by that Amendment No. 3, effective as of February 4, 1997, and as
amended by that Amendment No. 4, effective as of June 30, 2000, and as amended  
by that Amendment No. 5, effective as of April 5, 2002, by and among Leonard A. 
Lauder, Ronald S. Lauder, William P. Lauder, Gary M. Lauder, LAL Family Partners
L.P., Lauder & Sons L.P., The Ronald S. Lauder Foundation, Gary M. Lauder as    
Custodian under the New York Uniform Transfers to Minors Act f/b/o              
Rachel Lauder, Gary M. Lauder as Custodian under the New York Uniform Transfers 
to Minors Act f/b/o Danielle Lauder and the trustees of the various trusts set  
forth on the signature pages hereof (hereinafter collectively referred to as the
"Stockholders"), and THE ESTEE LAUDER COMPANIES INC., a corporation organized   
------------                                                                  
under the laws of the State of Delaware (the "Corporation").  Capitalized terms 
                       -----------
defined in the Stockholders' Agreement and not otherwise defined herein being   
used herein as therein defined.                                                 

 W I T N E S S E T H :

WHEREAS, the Stockholders desire to amend the Stockholders' Agreement to
delete a Stockholder as party thereto.                                          

 NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:                          

Article 1.  Amendment.  The Stockholders' Agreement is hereby amended to
delete Lauder & Sons L.P. as a party to the Stockholders' Agreement.            

   Article 2.   Miscellaneous.  (a)  Upon the effectiveness of this Amendment,
each reference in the Stockholders' Agreement to "this agreement," "hereunder," 
"hereof," "herein," or words of like import, shall mean and be a reference to   
the Stockholders' Agreement as amended hereby.                                  

(b) This Amendment shall be governed by, and construed and enforced in  
accordance with, the laws of the State of New York, without giving effect to the
provisions, policies or principles thereof respecting conflict or choice of     
laws.                                                                           

(c) This Amendment shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and to the Stockholders and their       
respective heirs, personal representatives, successors and assigns.             

 (d) This Amendment may not be changed orally, but only by an agreement in
writing as signed by the party against whom enforcement of any waiver, change,  
modification or discharge is sought.                                            

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   (e) With respect to obligations of trustees who are parties hereto in their
capacity as trustees of one or more trusts, this Amendment shall be binding upon
such trustees only in their capacities as trustees, not individually and not    
with respect to any Shares, other than Shares held by them in their capacity as 
trustees of such trusts.                                                        

 (f) This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall        
constitute one instrument. Each counterpart may consist of a number of copies   
each signed by less than all, but together signed by all, the parties hereto.   

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this    
Amendment as of the date first above written.                                   

                       THE ESTEE LAUDER COMPANIES INC.

                By:     /s/ Sara E. Moss
                                       -----------------------------------------
                    Name:     Sara E. Moss
                                 Title:    Executive Vice President,
                                               General Counsel and Secretary

                         /s/ Leonard A. Lauder
                                    --------------------------------------------
                                   Leonard A. Lauder, (a) individually, (b) as
                                President of LAL Family Corporation, the
                                   sole general partner of LAL Family Partners
                                 L.P., (c) as a Class B General Partner of
                                Lauder & Sons L.P. and (d) as Trustee of
                   The Estee Lauder 2002 Trust

                      /s/ Ronald S. Lauder
                                    --------------------------------------------
                                  Ronald S. Lauder, (a) individually, (b) as
                              Trustee of The Descendents of RSL 1966
                                  Trust, (c) as a Class B General Partner of
                                 Lauder & Sons L.P., (d) as Trustee of The
                              1995 Estee Lauder RSL Trust (a Class B
                                   General Partner of Lauder & Sons L.P.), (e)
                           as Chairman of the Ronald S. Lauder
                                  Foundation and (f) as Trustee of The Estee
         Lauder 2002 Trust

                     /s/ William P. Lauder
                                    --------------------------------------------
                                   William P. Lauder, (a) individually, (b) as
                                Trustee of the 1992 GRAT Remainder Trust
                                  f/b/o William Lauder and (c) as Trustee of
                                the 1992 GRAT Remainder Trust f/b/o Gary
Lauder  

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                /s/ Gary M. Lauder
                                    --------------------------------------------
                                Gary M. Lauder, (a) individually, (b) as
                                Trustee of the 1992 GRAT Remainder Trust
                                   f/b/o William Lauder, (c) as Trustee of the
                            1992 GRAT Remainder Trust f/b/o Gary
                              Lauder, (d) as custodian under the New
                                York Uniform Transfers to Minors Act for
                              the benefit of Danielle Lauder, (e) as
                            custodian under the New York Uniform
                                  Transfers to Minors Act for the benefit of
                                    Rachel Lauder and (f) as Trustee of the Gary
                             M. Lauder Revocable Trust u/a/d as of
                                August 10, 2000, Gary M. Lauder, Settlor

                  /s/ Joel S. Ehrenkranz
                                  ----------------------------------------------
                                  Joel S. Ehrenkranz, (a) as Trustee of the 1992
                      GRAT Remainder Trust f/b/o William
                         Lauder and (b) as Trustee of the 1992
                          GRAT Remainder Trust f/b/o Gary Lauder

                  /s/ Richard D. Parsons
                                  ----------------------------------------------
                             Richard D. Parsons, (a) as Trustee of the
                            Trust f/b/o Aerin Lauder and Jane Lauder
                             u/a/d December 15, 1976, created by Estee
                             Lauder and Joseph H. Lauder, as Grantors,
                           (b) as Trustee of the Trust f/b/o Aerin
                             Lauder and Jane Lauder u/a/d December 15,
                         1976, created by Ronald S. Lauder, as
                             Grantor, (c) as Trustee of The 1995 Estee
                       Lauder RSL Trust (a Class B General
                       Partner of Lauder & Sons L.P.), (d)
                              as Trustee of the Aerin Lauder Zinterhofer
                              2000 Revocable Trust u/a/d April 24, 2000,
                                Aerin Lauder Zinterhofer, as Grantor and (e)
                              as Trustee of the Aerin Lauder Zinterhofer
2004 GRAT   

           /s/ Ira T. Wender
                                  ----------------------------------------------
                          Ira T. Wender, as Trustee of The Estee
     Lauder 2002 Trust

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          /s/ George Schiele
                                  ----------------------------------------------
                                George Schiele, as Trustee of The 1995 Estee
                       Lauder LAL Trust (a Class B General
                  Partner of Lauder & Sons L.P.)

        /s/ Edward Elson
                                  ----------------------------------------------
                              Edward Elson, as Trustee of The 1995 Estee
                       Lauder LAL Trust (a Class B General
                  Partner of Lauder & Sons L.P.)

                NORTHERN TRUST COMPANY, (a) as
                      Trustee of The 1995 Estee Lauder LAL
                            Trust (a Class B General Partner of Lauder
                             & Sons L.P.) and (b) as Trustee of The 1995
                           Estee Lauder RSL Trust (a Class B General
                Partner of Lauder & Sons L.P.)

                  By:      /s/ Nancy Felton-Elkins
                                    --------------------------------------------
                       Name:       Nancy Felton-Elkins
                         Title:      Senior Vice President

               THE ROCKEFELLER TRUST COMPANY
                     (DELAWARE), as Trustee of the Aerin
              Lauder Zinterhofer 2004 GRAT

                 By:      /s/ Christine A. Welch
                                    --------------------------------------------
                      Name:       Christine A. Welch
                  Title:      Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		1/27/05							8-K
For Period End:		12/31/04							8-K
		12/17/04		2					8-K
		4/5/02		2
		8/10/00		5
		6/30/00		2					10-K,  4
		4/24/00		5
		2/4/97		2
		12/10/96		2
		9/11/96		2
		11/22/95		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/18/23  Estee Lauder Companies Inc.       10-K        6/30/23  158:26M
 8/24/22  Estee Lauder Companies Inc.       10-K        6/30/22  161:35M
 8/27/21  Estee Lauder Companies Inc.       10-K        6/30/21  165:28M
 8/28/20  Estee Lauder Companies Inc.       10-K        6/30/20  162:32M