10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2002

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 1-14603

THE MONY GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-3976138
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1740 Broadway

New York, New York 10019

(212) 708-2000

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    x  No    ¨

As of August 6, 2002 there were 47,700,528 shares of the Registrant’s common stock, par value $0.01, outstanding.

THE MONY GROUP INC. AND SUBSIDIARIES

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

TABLE OF CONTENTS

		Page
PART I    FINANCIAL INFORMATION
Item 1:	Unaudited interim condensed consolidated balance sheets as of June 30, 2002 and December 31, 2001	3
	Unaudited interim condensed consolidated statements of income and comprehensive income for the three-month periods ended June 30, 2002 and 2001	4
	Unaudited interim condensed consolidated statements of income and comprehensive income for the six-month periods ended June 30, 2002 and 2001	5
	Unaudited interim condensed consolidated statement of changes in shareholders’ equity for the six-month period ended June 30, 2002	6
	Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended June 30, 2002 and 2001	7
	Notes to unaudited interim condensed consolidated financial statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	49
PART II    OTHER INFORMATION
Item 1:	Legal Proceedings	50
Item 4:	Submission of Matters to a Vote of Security Holders	50
Item 6:	Exhibits and Reports on Form 8-K	51
SIGNATURES		52

1

FORWARD-LOOKING STATEMENTS

The Company’s management has made in this report, and from time to time may make in its public filings and press releases as well as in oral presentations and discussions, forward-looking statements concerning the Company’s operations, economic performance, prospects and financial condition. Forward-looking statements include, among other things, discussions concerning the Company’s potential exposure to market risks, as well as statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, as indicated by words such as “believes,” “estimates,” “intends,” “anticipates,” “expects,” “projects,” “should,” “probably,” “risk,” “target,” “goals,” “objectives,” or similar expressions. The Company claims the protection afforded by the safe harbor for forward-looking statements as set forth in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties. Actual results could differ materially from those anticipated by forward-looking statements due to a number of important factors including those discussed elsewhere in this report and in the Company’s other public filings, press releases, oral presentations and discussions and the following: venture capital gains or losses could differ significantly from the Company’s assumptions because of further significant changes in equity values; fees from assets under management could be significantly higher or lower than the Company has assumed and there could be significant write-offs of intangible assets if there are further major movements in the equity markets; the value of the Company’s overall investment portfolio could fluctuate significantly as a result of major changes in the equity and debt markets generally; actual death claims experience could differ significantly from the Company’s mortality assumptions; the Company may not achieve anticipated levels of operational efficiency and cost-saving initiatives; the Company may have as-yet unascertained tax liabilities; sales of variable products, mutual funds and equity securities could differ materially from assumptions because of further unexpected developments in the equity markets and changes in demand for such products; major changes in interest rates could affect the Company’s earnings; the Company could have liability from as-yet unknown or unquantified litigation and claims; pending or known litigation or claims could result in larger settlements or judgments than the Company anticipates; the Company may have higher operating expenses than anticipated; changes in law or regulation, including tax laws, could materially affect the demand for the Company’s products and the Company’s net income after tax; and the Company may not achieve the assumed economic benefits of consolidating acquired enterprises. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

2

ITEM 1: FINANCIAL STATEMENTS

THE MONY GROUP INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2002 and December 31, 2001

	June 30, 2002			December 31, 2001
	($ in millions)
ASSETS
Investments:
Fixed maturity securities available-for-sale, at fair value	$	7,406.3		$	6,976.0
Fixed maturity securities held to maturity, at amortized cost		0.1			0.1
Trading account securities, at market value		793.2			378.5
Securities pledged as collateral		—			345.5
Equity securities available-for-sale, at fair value		288.1			299.2
Mortgage loans on real estate		1,757.8			1,809.7
Policy loans		1,212.0			1,229.0
Other invested assets		363.4			347.5
		11,820.9			11,385.5
Cash and cash equivalents		494.3			441.0
Accrued investment income		213.7			192.9
Amounts due from reinsurers		567.6			595.8
Premiums receivable		8.7			11.1
Deferred policy acquisition costs		1,237.6			1,233.8
Securities borrowed		0.3			601.0
Receivable from brokerage customers, net		—			452.1
Other assets		910.1			893.5
Assets transferred in Group Pension Transaction (Note 4)		4,581.9			4,650.4
Separate account assets		4,672.4			5,195.2
Total assets	$	24,507.5		$	25,652.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Future policy benefits	$	7,916.3		$	7,870.0
Policyholders’ account balances		2,424.9			2,337.1
Other policyholders’ liabilities		271.5			281.1
Amounts due to reinsurers		77.0			74.6
Securities loaned		—			392.4
Securities sold, not yet purchased, at market value		578.1			539.2
Payable to brokerage customers		0.1			374.4
Accounts payable and other liabilities		870.0			867.8
Short term debt		7.0			320.0
Long term debt		879.0			578.8
Current federal income taxes payable		79.0			81.6
Deferred federal income taxes		126.7			104.3
Liabilities transferred in Group Pension Transaction (Note 4)		4,513.2			4,586.5
Separate account liabilities		4,669.5			5,192.3
Total liabilities	$	22,412.3		$	23,600.1
Commitments and contingencies (Note 5)
Common stock, $0.01 par value; 400 million shares authorized; 51.3 and 51.2 million shares issued at June 30, 2002 and December 31, 2001, respectively; 48.0 and 48.1 million shares outstanding at June 30, 2002 and December 31, 2001, respectively		0.5			0.5
Capital in excess of par		1,761.5			1,760.3
Treasury stock at cost: 3.3 million and 3.1 million shares at June 30, 2002, and December 31, 2001, respectively		(112.4	)		(104.7	)
Retained earnings		362.6			359.3
Accumulated other comprehensive income		84.0			38.1
Unamortized restricted stock compensation		(1.0	)		(1.3	)
Total shareholders’ equity		2,095.2			2,052.2
Total liabilities and shareholders’ equity	$	24,507.5		$	25,652.3

See accompanying notes to unaudited interim condensed consolidated financial statements.

3

THE MONY GROUP INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

For the Three-month Periods Ended June 30, 2002 and 2001

	2002			2001
	($ in millions, except share data and per share amounts)
Revenues:
Premiums	$	169.9		$	173.4
Universal life and investment-type product policy fees		52.5			52.3
Net investment income		181.9			189.5
Net realized (losses) gains on investments		(25.5	)		3.0
Group Pension Profits (Note 4)		7.5			9.3
Retail Brokerage and Investment Banking revenues		97.6			99.8
Other income		29.3			41.7
		513.2			569.0
Benefits and Expenses:
Benefits to policyholders		199.5			194.5
Interest credited to policyholders’ account balances		27.9			27.0
Amortization of deferred policy acquisition costs		38.0			28.3
Dividends to policyholders		56.8			60.6
Other operating costs and expenses		207.1			226.8
		529.3			537.2
(Loss)/Income before income taxes		(16.1	)		31.8
Income tax (benefit)/expense		(5.1	)		9.5
Net (loss)/income		(11.0	)		22.3
Other comprehensive income/(loss), net		62.2			(23.2	)
Comprehensive income/(loss)	$	51.2		$	(0.9	)
Net (loss)/income per share data:
Basic (loss)/earnings per share	$	(0.23	)	$	0.45
Diluted (loss)/earnings per share	$	(0.23	)	$	0.44
Share Data:
Weighted-average shares used in basic per share calculation		47,994,628			49,363,512
Plus: incremental shares from assumed conversion of dilutive securities		—			1,549,587
Weighted-average shares used in diluted per share calculations		47,994,628			50,913,099

See accompanying notes to unaudited interim condensed consolidated financial statements.

4

THE MONY GROUP INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

For the Six-month Periods Ended June 30, 2002 and 2001

	2002			2001
	($ in millions, except share data and per share amounts)
Revenues:
Premiums	$	334.3		$	338.5
Universal life and investment-type product policy fees		101.5			102.0
Net investment income		371.6			373.2
Net realized (losses) gains on investments		(27.9	)		5.5
Group Pension Profits (Note 4)		15.2			19.2
Retail Brokerage and Investment Banking revenues		188.4			170.9
Other income		67.5			72.0
		1,050.6			1,081.3
Benefits and Expenses:
Benefits to policyholders		390.2			392.2
Interest credited to policyholders’ account balances		55.8			55.3
Amortization of deferred policy acquisition costs		70.8			65.5
Dividends to policyholders		118.3			115.2
Other operating costs and expenses		410.5			401.0
		1,045.6			1,029.2
Income before income taxes		5.0			52.1
Income tax expense		1.7			16.5
Net income		3.3			35.6
Other comprehensive income/(loss), net		45.9			(4.1	)
Comprehensive income	$	49.2		$	31.5
Net income per share data:
Basic earnings per share	$	0.07		$	0.73
Diluted earnings per share	$	0.07		$	0.70
Share Data:
Weighted-average shares used in basic per share calculation		48,003,420			49,044,496
Plus: incremental shares from assumed conversion of dilutive securities		1,667,333			1,580,133
Weighted-average shares used in diluted per share calculations		49,670,753			50,624,629

See accompanying notes to unaudited interim condensed consolidated financial statements.

5

THE MONY GROUP INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT

OF CHANGES IN SHAREHOLDERS’ EQUITY

Six-month Period Ended June 30, 2002

	Common Stock		Capital In Excess of Par		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Unamortized Restricted Stock Compensation			Total Shareholders’ Equity
	($ in millions)
Balance, December 31, 2001	$	0.5	$	1,760.3	$	(104.7	)	$	359.3	$	38.1	$	(1.3	)	$	2,052.2
Issuance of Shares				1.2												1.2
Purchases of treasury stock, at cost						(7.7	)									(7.7	)
Unamortized restricted stock compensation													0.3			0.3
Comprehensive income:
Net income									3.3							3.3
Other comprehensive income(1)											45.9					45.9
Comprehensive income																49.2
Balance, June 30, 2002	$	0.5	$	1,761.5	$	(112.4	)	$	362.6	$	84.0	$	(1.0	)	$	2,095.2

(1) Represents unrealized gains on investments (net of unrealized losses, the effect of unrealized gains on deferred acquisition costs and dividends to policyholders), reclassification adjustments, minimum pension liability and taxes.

See accompanying notes to unaudited interim condensed consolidated financial statements.

6

THE MONY GROUP INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six-month Periods Ended June 30, 2002 and 2001

	2002			2001
	($ in millions)
Net cash used in operating activities	$	(23.3	)	$	(52.8	)
Cash flows from investing activities:
Sales, maturities or repayment of:
Fixed maturities securities		550.1			749.0
Equity securities		9.8			34.2
Policy loans, net		17.0			12.1
Other invested assets		149.0			139.8
Acquisitions of investments:
Fixed maturities securities		(893.8	)		(554.9	)
Equity securities		(14.0	)		10.5
Other invested assets		(114.9	)		(240.0	)
Property, plant and equipment, net		(9.2	)		(12.0	)
Acquisition of subsidiaries, net of cash acquired		(7.1	)		(208.0	)
Net cash used in investing activities	$	(313.1	)	$	(69.3	)
Cash flows from financing activities:
Repayments of debt		—			(0.1	)
Issuance of debt		300.0			—
Receipts from annuity and universal life policies credited to policyholders’ account balances(1)		511.2			571.1
Return of policyholder account balances on annuity and universal life policies(1)		(414.9	)		(530.5	)
Treasury stock repurchases		(7.7	)		(27.8	)
Issuance of common stock		1.1			0.5
Net cash provided by financing activities		389.7			13.2
Net increase/(decrease) in cash and cash equivalents		53.3			(108.9	)
Cash and cash equivalents, beginning of period		441.0			869.6
Cash and cash equivalents, end of period	$	494.3		$	760.7

(1) Includes exchanges to a new FPVA product series.

See accompanying notes to unaudited interim condensed consolidated financial statements

7

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization and Description of Business:

The MONY Group Inc. (the “MONY Group”), through its subsidiaries (MONY Group and its subsidiaries are collectively referred to herein as the “Company”), provides life insurance, annuities, corporate-owned and bank-owned life insurance (“COLI/BOLI”), mutual funds, securities brokerage, asset management, business and estate planning, trust, and investment banking products and services. The Company distributes its products and services to individuals and institutional clients through: (i) a career agency sales force operated by its principal life insurance subsidiary and financial advisors and brokers of its securities broker-dealer and mutual fund subsidiaries (“Proprietary Distribution”) and (ii) complementary distribution channels (“Complementary Distribution”), which principally consist of independent third-party insurance brokerage general agencies and securities broker-dealers, as well as its corporate marketing team. For the six months ended June 30, 2002, Proprietary Distribution accounted for approximately 30.1%, and 42.2% of sales of protection and accumulation products, respectively, and 100.0% of Retail Brokerage and Investment Banking revenues. Complementary Distribution accounted for 69.9% and 57.8% of sales of Protection and Accumulation products, respectively, and 0.0% of retail brokerage and investment banking revenues for the six months ended June 30, 2002. The Company principally sells its products in all 50 of the United States, the District of Columbia, the U.S. Virgin Islands, Guam and the Commonwealth of Puerto Rico, and currently insures or provides other financial services to more than one million people.

On February 27, 2002, MONY Group formed a downstream holding company, MONY Holdings, LLC (“MONY Holdings”). On April 30, 2002, MONY Group transferred all of its ownership interests in MONY Life Insurance Company (“MONY Life”) to MONY Holdings, and MONY Holdings, through a structured financing tied to the performance of the Closed Block business within MONY Life, issued $300.0 million of floating rate insured debt securities in a private placement. The Closed Block business consists of MONY Life’s regulatory Closed Block and surplus and related assets within MONY Life that support the business in the regulatory Closed Block.

MONY Group’s principal operating subsidiaries are MONY Life formerly known as The Mutual Life Insurance Company of New York, and The Advest Group, Inc. (“Advest”). MONY Life’s principal wholly owned direct and indirect operating subsidiaries include: (i) MONY Life Insurance Company of America (“MLOA”), an Arizona domiciled life insurance company, (ii) Enterprise Capital Management (“Enterprise” or “ECM”), a distributor of both proprietary and non-proprietary mutual funds, (iii) U.S. Financial Life Insurance Company (“USFL”), an Ohio domiciled insurer underwriting specialty risk life insurance business, (iv) MONY Securities Corporation (“MSC”), a registered securities broker-dealer and investment advisor whose products and services are distributed through MONY Life’s career agency sales force, (v) Trusted Securities Advisors Corp. (“Trusted Advisors”), which distributes investment products and services through a network of accounting professionals, (vi) MONY Brokerage, Inc. (“MBI”), a licensed insurance broker, which principally provides MONY Life’s career agency sales force with access to life, annuity, small group health, and specialty insurance products written by other insurance companies so they can meet the insurance and investment needs of their customers, and (vii) MONY Life Insurance Company of the Americas, Ltd. (“MLICA”), which provides life insurance, annuity and investment products to nationals of certain Latin American countries.

2.    Summary of Significant Accounting Policies:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements

8

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates made in conjunction with the preparation of the Company’s financial statements include those used in determining (i) deferred policy acquisition costs, (ii) the liability for future policy benefits, (iii) valuation allowances for mortgage loans and impairment writedowns for other invested assets, and (iv) litigation contingencies and restructuring charges. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation.

New Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including assets to be held and used, assets to be disposed of by other than sale, and assets to be disposed of by sale. The provisions of SFAS 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within such year, except that assets held for sale as a result of disposal activities initiated prior to the effective date of SFAS 144 may be accounted for in accordance with prior guidance until the end of the fiscal year in which SFAS 144 is effective. SFAS 144 retains many of the same provisions of SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of ” (“SFAS 121”). In addition to retaining the SFAS 121 requirements, SFAS 144 requires companies to present the results of operations of components of the entity that are held for sale as discontinued operations in the consolidated statements of income and comprehensive income. The Company has real estate to be disposed of that meet the definition of a component of the entity. Substantially all the Company’s real estate to be disposed of resulted from disposal activities initiated prior to the effective date of SFAS 144. Pre-tax income from real estate held for sale recorded for the three and six-month periods ended June 30, 2002 was approximately $10.7 million and $17.8 million, respectively. The carrying value of the Company’s real estate that is classified as “To be Disposed Of” and that is classified as “Held for Investment” was $195.9 million and $45.4 million, respectively, at June 30, 2002. These amounts are reflected in the income statement caption entitled “Other Invested Assets”.

3.    Segment Information:

For management and reporting purposes, the Company’s business is organized in three principal reportable operating segments, the “Protection Products” segment, the “Accumulation Products” segment, and the “Retail Brokerage and Investment Banking” segment. Substantially all of the Company’s other business activities are combined and reported in the “Other Products” segment.

Products comprising the Protection Products segment primarily include a wide range of insurance products, including: whole life, term life, universal life, variable universal life, corporate-owned life, last survivor whole life, last survivor universal life, last survivor variable universal life, group universal life and special-risk products. In addition, included in the Protection Products segment are: (i) the assets and liabilities transferred pursuant to the Group Pension Transaction, as well as the Group Pension Profits derived therefrom (see Note 4) and (ii) the Closed Block assets and liabilities, as well as all the related revenues and expenses relating thereto (see Note 6).

The Accumulation Products segment primarily includes flexible premium variable annuities, single premium deferred annuities, single premium immediate annuities, proprietary mutual funds, investment management services, and certain other financial services products.

9

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Retail Brokerage and Investment Banking segment is comprised of the operations of Advest, MSC and Matrix Capital Markets Group, Inc. and Matrix Private Equities, Inc. (collectively referred to as “Matrix”), wholly owned subsidiaries of the MONY Group. Advest provides diversified financial services including securities brokerage, trading, investment banking, trust, and asset management services. Matrix is a middle market investment bank specializing in merger and acquisition services for a middle market client base. MSC is a securities broker dealer that transacts customer trades primarily in securities and mutual funds. In addition to selling the Company’s Protection and Accumulation Products, MSC provides the Company’s career agency distribution system access to other non-proprietary investment products (including stocks, bonds, limited partnership interests, tax-exempt unit investment trusts and other investment securities).

The Company’s Other Products segment primarily consists of an insurance brokerage operation and certain lines of insurance business no longer written by the Company (the “run-off businesses”). The insurance brokerage operation provides the Company’s career agency sales force with access to variable life, annuity, small group health and specialty insurance products written by other carriers to meet the insurance and investment needs of its customers. The run off businesses primarily consist of group life and health business as well as group pension business that was not included in the Group Pension Transaction (see Note 4).

10

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment Summary Financial Information

	For the Three-month Periods Ended June 30,						For the Six-month Periods Ended June 30,
	2002			2001			2002			2001
	($ in millions)						($ in millions)
Premiums:
Protection Products	$	164.5		$	169.8		$	324.9		$	331.4
Accumulation Products		3.3			1.1			4.8			2.4
Other Products		2.1			2.5			4.6			4.7
	$	169.9		$	173.4		$	334.3		$	338.5
Universal life and investment-type product policy fees:
Protection Products	$	39.8		$	37.1		$	75.5		$	71.6
Accumulation Products		12.6			14.3			24.7			29.5
Other Products		0.1			0.9			1.3			0.9
	$	52.5		$	52.3		$	101.5		$	102.0
Net investment income and net realized gains (losses) on investments:
Protection Products	$	128.8		$	153.6		$	280.5		$	303.5
Accumulation Products		13.5			20.3			34.5			40.5
Retail Brokerage and Investment Banking		3.1			2.1			5.4			2.9
Other Products		4.5			7.3			11.0			13.3
Reconciling amounts		6.5			9.2			12.3			18.5
	$	156.4		$	192.5		$	343.7		$	378.7
Other income:
Protection Products(1)	$	4.9		$	17.9		$	18.4		$	25.6
Accumulation Products		25.8			27.0			51.6			53.2
Retail Brokerage and Investment Banking(1)		98.6			99.8			189.4			170.9
Other Products		3.8			4.1			8.8			8.6
Reconciling amounts		1.3			2.0			2.9			3.8
	$	134.4		$	150.8		$	271.1		$	262.1
Amortization of deferred policy acquisition costs:
Protection Products	$	30.2		$	24.3		$	57.1		$	55.2
Accumulation Products		7.8			4.0			13.7			10.3
	$	38.0		$	28.3		$	70.8		$	65.5
Benefits to policyholders:(2)
Protection Products	$	198.5		$	198.7		$	389.9		$	397.4
Accumulation Products		23.2			16.3			39.8			32.4
Other Products		3.8			4.5			12.1			12.9
Reconciling amounts		1.9			2.0			4.2			4.8
	$	227.4		$	221.5		$	446.0		$	447.5
Income before income taxes:
Protection Products	$	(0.2	)	$	26.9		$	25.3		$	47.4
Accumulation Products		(6.4	)		12.9			2.1			24.9
Retail Brokerage and Investment Banking		0.7			(2.1	)		(0.1	)		(4.0	)
Other Products		(2.6	)		0.7			(7.2	)		(4.8	)
Reconciling amounts		(7.6	)		(6.6	)		(15.1	)		(11.4	)
	$	(16.1	)	$	31.8		$	5.0		$	52.1

11

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	As of June 30, 2002		As of December 31, 2001
	($ in millions)
Assets:(3)
Protection Products(4)	$	16,376.9	$	16,188.1
Accumulation Products		4,709.6		5,077.7
Retail Brokerage and Investment Banking		1,019.2		1,101.3
Other Products		1,258.0		1,116.1
Reconciling amounts		1,143.8		2,169.1
	$	24,507.5	$	25,652.3
Deferred policy acquisition costs:
Protection Products	$	1,089.8	$	1,087.0
Accumulation Products		147.8		146.8
	$	1,237.6	$	1,233.8
Policyholders’ liabilities:
Protection Products(5)	$	10,403.8	$	10,366.5
Accumulation Products		1,195.0		1,142.5
Other Products		358.0		361.7
Reconciling amounts		16.0		16.3
	$	11,972.8	$	11,887.0
Separate account liabilities:(3)
Protection Products(6)	$	3,769.3	$	3,783.7
Accumulation Products		3,053.7		3,464.3
Other Products		365.9		429.7
Reconciling amounts		639.7		694.1
	$	7,828.6	$	8,371.8

(1) Includes Group Pension Profits, Retail Brokerage and Investment Banking revenues and other income.

(2) Includes benefits to policyholders and interest credited to policyholders’ account balances.

(3) Each segment includes separate account assets in an amount not less than the corresponding liability reported.

(4) Includes assets transferred in the Group Pension Transaction of $4,581.9 million and $4,650.4 million as of June 30, 2002 and December 31, 2001, respectively (see Note 4).

(5) Includes policyholder liabilities transferred in the Group Pension Transaction of $1,354.1 million and $1,407.0 million as of June 30, 2002 and December 31, 2001, respectively (see Note 4).

(6) Includes separate account liabilities transferred in the Group Pension Transaction of $3,159.1 million and $3,179.5 million as of June 30, 2002 and December 31, 2001 respectively (see Note 4).

12

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a summary of premiums and universal life and investment-type product policy fees by product for the three and six-month periods ended June 30, 2002 and 2001.

	Three-month Periods Ended June 30,				Six-month Periods Ended June 30,
	2002		2001		2002		2001
	($ in millions)				($ in millions)
Premiums:
Individual life	$	164.5	$	169.7	$	324.9	$	331.4
Group insurance		2.1		2.5		4.6		4.7
Disability income insurance		0.1		0.1		0.2		0.2
Other		3.2		1.1		4.6		2.2
Total	$	169.9	$	173.4	$	334.3	$	338.5
Universal life and investment-type product policy fees:
Universal life	$	14.5	$	17.8	$	32.8	$	35.7
Variable universal life		23.2		17.1		38.2		31.2
Group universal life		2.2		2.3		4.6		4.8
Individual variable annuities		12.6		14.2		24.7		29.4
Individual fixed annuities		0.0		0.9		1.2		0.9
Total	$	52.5	$	52.3	$	101.5	$	102.0

13

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.    The Group Pension Transaction:

The following sets forth certain summarized financial information relating to the Group Pension Transaction as of and for the periods indicated, including information regarding: (i) the general account assets transferred to support the existing deposits in the Group Pension Transaction (such assets hereafter referred to as the “AEGON Portfolio”), (ii) the transferred separate account assets and liabilities, and (iii) the components of revenue and expense comprising the Group Pension Profits.

	As of June 30, 2002		As of December 31, 2001
	($ in millions)
Assets:
General Account
Fixed Maturities: available-for-sale, at estimated fair value (amortized cost; $1,306.0 million and $1,371.2 million, respectively)	$	1,334.8	$	1,400.5
Mortgage loans on real estate		24.8		26.5
Cash and cash equivalents		39.1		19.4
Other assets		24.1		24.5
Total general account assets		1,422.8		1,470.9
Separate account assets		3,159.1		3,179.5
Total assets	$	4,581.9	$	4,650.4
Liabilities:
General Account(1)
Policyholders’ account balances	$	1,354.1	$	1,407.0
Separate account liabilities(2)	$	3,159.1	$	3,179.5
Total Liabilities	$	4,513.2	$	4,586.5

(1) Includes general account liabilities transferred in connection with the Group Pension Transaction pursuant to indemnity reinsurance of $69.9 million and $71.2 million as of June 30, 2002 and December 31, 2001, respectively.

(2) Includes separate account liabilities transferred in connection with the Group Pension Transaction pursuant to indemnity reinsurance of $11.7 million and $11.8 million as of June 30, 2002 and December 31, 2001, respectively.

14

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Three-Month Periods Ended June 30,				For the Six-Month Periods Ended June 30,
	2002		2001		2002		2001
	($ in millions)
Revenues:
Product policy fees	$	4.6	$	4.2	$	9.3	$	9.5
Net investment income		22.6		25.8		45.8		53.0
Net realized gains (losses) on investments		0.3		2.0		0.1		3.6
Total Revenues	$	27.5	$	32.0	$	55.2	$	66.1
Benefits and Expenses:
Interest Credited to policyholders’ account balances	$	16.6	$	18.6	$	32.4	$	37.1
Other operating costs and expenses		3.4		4.1		7.6		9.8
Total benefits and expenses		20.0		22.7		40.0		46.9
Group Pension Profits	$	7.5	$	9.3	$	15.2	$	19.2

5.    Commitments and Contingencies:

Since late 1995 a number of purported class actions have been commenced in various state and federal courts against MONY Life and MLOA alleging that it engaged in deceptive sales practices in connection with the sale of whole and universal life insurance policies from the early 1980s through the mid 1990s. Although the claims asserted in each case are not identical, they seek substantially the same relief under essentially the same theories of recovery (i.e., breach of contract, fraud, negligent misrepresentation, negligent supervision and training, breach of fiduciary duty, unjust enrichment and violation of state insurance and/or deceptive business practice laws). Plaintiffs in these cases seek primarily equitable relief (e.g., reformation, specific performance, mandatory injunctive relief prohibiting MONY Life and MLOA from canceling policies for failure to make required premium payments, imposition of a constructive trust and creation of a claims resolution facility to adjudicate any individual issues remaining after resolution of all class-wide issues) as opposed to compensatory damages, although they also seek compensatory damages in unspecified amounts. MONY Life and MLOA have answered the complaints in each action (except for one being voluntarily held in abeyance). MONY Life and MLOA have denied any wrongdoing and have asserted numerous affirmative defenses.

On June 7, 1996, the New York State Supreme Court certified one of those cases, Goshen v. The Mutual Life Insurance Company of New York and MONY Life Insurance Company of America (now known as DeFilippo, et al v. The Mutual Life Insurance Company of New York and MONY Life Insurance Company of America), the first of the class actions filed, as a nationwide class consisting of all persons or entities who have, or at the time of the policy’s termination had, an ownership interest in a whole or universal life insurance policy issued by MONY Life and MLOA and sold on an alleged “vanishing premium” basis during the period January 1, 1982 to December 31, 1995. On March 27, 1997, MONY Life and MLOA filed a motion to dismiss or, alternatively, for summary judgment on all counts of the complaint. All of the other putative class actions have been consolidated and transferred by the Judicial Panel on Multidistrict Litigation to the United States District Court for the District of Massachusetts and/or are being held in abeyance pending the outcome of the Goshen case.

On October 21, 1997, the New York State Supreme Court granted MONY Life’s and MLOA’s motion for summary judgment and dismissed all claims filed in the Goshen case against MONY Life and MLOA. On December 20, 1999, the New York State Court of Appeals affirmed the dismissal of all but one of the claims in the Goshen case (a claim under New York’s General Business Law), which has been remanded back to the

15

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

New York State Supreme Court for further proceedings consistent with the opinion. The New York State Supreme Court has subsequently reaffirmed that, for purposes of the remaining New York General Business Law claim, the class is now limited to New York purchasers only, and has further held that the New York General Business Law claims of all class members whose claims accrued prior to November 29, 1992 are barred by the applicable statute of limitations. On August 9, 2001, the New York State Appellate Division, First Department, affirmed the ruling limiting the class to New York purchasers. On January 15, 2002, the New York State Court of Appeals granted the plaintiffs’ motion for leave to appeal from that decision. On July 2, 2002, the New York Court of Appeals unanimously affirmed the Appellate Division decision limiting the class action claims under section 349 of the New York General Business Law to purchase of insurance products in New York. MONY Life and MLOA intend to defend themselves vigorously against the plaintiffs’ sole remaining claim. There can be no assurance, however, that the present litigation relating to sales practices will not have a material adverse effect on them.

On November 16, 1999, the MONY Group and MONY Life were served with a complaint in an action entitled Calvin Chatlos, M.D., and Alvin H. Clement, On Behalf of Themselves And All Others Similarly Situated v. The MONY Life Insurance Company, The MONY Group Inc., and Neil D. Levin, Superintendent, New York Department of Insurance, filed in the United States District Court for the Southern District of New York. The action purports to be brought as a class action on behalf of all individuals who had an ownership interest in one or more in force life insurance policies issued by MONY Life as of November 16, 1998. The complaint alleges that (i) the New York Superintendent of Insurance, Neil D. Levin, violated Section 7312 of the New York Insurance Law by approving the Plan of Demutualization, which plaintiffs claim was not fair and adequate, primarily because it allegedly failed to provide for sufficient assets for the mechanism established under the plan to preserve reasonable dividend expectations of the closed block, and (ii) MONY Life violated Section 7312 by failing to develop and submit to the New York Superintendent a plan of demutualization that was fair and adequate. The plaintiffs seek equitable relief in the form of an order vacating and/or modifying the New York Superintendent’s order approving the Plan of Demutualization and/or directing the New York Superintendent to order MONY Life to increase the assets in the closed block, as well as unspecified monetary damages, attorneys’ fees and other relief.

In early January 2000, the MONY Group, MONY Life and the New York Superintendent wrote to the District Court seeking a pre-motion conference preliminary to the filing of a motion to dismiss the federal complaint on jurisdictional, federal abstention and timeliness grounds and for failure to state a claim. Following receipt of those letters, plaintiffs’ counsel offered voluntarily to dismiss their complaint, and a stipulation and order to that effect was thereafter filed and approved by the court.

On March 27, 2000, plaintiffs filed a new action in New York State Supreme Court bearing the same caption and naming the same defendants as the previously filed federal action. The state court complaint differs from the complaint previously filed in federal court in two primary respects. First, it no longer asserts a claim for damages against the New York Superintendent, nor does its prayer for relief seek entry of an order vacating or modifying the New York Superintendent’s decision or requiring the New York Superintendent to direct MONY Life to place additional assets into the Closed Block. Rather, it seeks an accounting and an order from the Court directing MONY Life to transfer additional assets to the Closed Block.

Second, the new complaint contains claims for breach of contract and fiduciary duty, as well as new allegations regarding the adequacy of the disclosures contained in the Policyholder Information Booklet distributed to policyholders soliciting their approval of the plan of demutualization (which plaintiffs claim violated both the Insurance Law and MONY Life’s fiduciary duties).

In order to challenge successfully the New York Superintendent’s approval of the plan, plaintiffs would have to sustain the burden of showing that such approval was arbitrary and capricious or an abuse of discretion, made in violation of lawful procedures, affected by an error of law or not supported by substantial evidence. In

16

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

addition, Section 7312 provides that MONY Life may ask the court to require the challenging party to give security for the reasonable expenses, including attorneys’ fees, which may be incurred by MONY Life or the New York Superintendent or for which MONY Life may become liable, to which security MONY Life shall have recourse in such amount as the court shall determine upon the termination of the action.

The MONY Group, MONY Life and the New York Superintendent moved to dismiss the state court complaint in its entirety on a variety of grounds. On April 20, 2001, the New York Supreme Court granted both motions and dismissed all claims against the MONY Group, MONY Life and the New York Superintendent. Plaintiffs have appealed the dismissal of the claims against the MONY Group, MONY Life and the New York Superintendent to the New York Appellate Division, First Department. MONY Group and MONY Life intend to defend themselves vigorously against plaintiffs’ appeal. There can be no assurance, however, that the present litigation will not have a material adverse effect on them.

In addition to the matters discussed above, the Company is involved in various other legal actions and proceedings (some of which involve demands for unspecified damages) in connection with its business. In the opinion of management of the Company, resolution of contingent liabilities, income taxes and other matters will not have a material adverse effect on the Company’s financial position or results of operations.

At June 30, 2002, the Company had commitments to fund the following: $5.1 million of equity partnership investments, an $25.7 million private fixed maturities with interest rates ranging from 6.15% to 7.7%, $10.5 million of fixed rate agricultural loans with periodic interest rate reset dates with initial rates ranging from 6.75% to 7.42%, $181.3 million fixed and floating rate commercial mortgages with interest rates ranging from 4.34% to 9.25% and $4.4 million of mezzanine financing with pay rates ranging from 9.0% to 10.0%.

In addition, the Company maintains a syndicated credit facility with domestic banks aggregating $150.0 million. This facility was renewed in July 2002 with a renewal date in July 2003. In accordance with certain covenants of the facility, the Company is required to maintain a certain level of statutory tangible net worth and debt to capitalization ratio. The purpose of this facility is to provide additional liquidity for any unanticipated short-term cash needs the Company might experience and also to serve as support for the Company’s $150.0 million commercial paper program which was activated in the third quarter of 2000. The Company has complied with all covenants of the facility, has not borrowed against the line of credit since its inception, and does not have any commercial paper outstanding as of June 30, 2002.

17

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.    Closed Block:

The following tables set forth certain summarized financial information relating to the Closed Block, as of and for the periods indicated:

	June 30, 2002		December 31, 2001
	($ in millions)
Assets:
Fixed Maturities:
Available for sale, at estimated fair value (amortized cost; $3,803.5 and $3,780.9, respectively)	$	4,028.2	$	3,868.9
Mortgage loans on real restate		566.2		622.1
Real estate to be disposed of		8.0		—
Policy loans		1,120.1		1,144.3
Cash and cash equivalents		72.8		56.2
Amounts due from broker		0.6		6.2
Premiums receivable		9.2		12.5
Deferred policy acquisition costs		471.3		500.6
Other assets		225.4		219.3
Total Closed Block assets	$	6,501.8	$	6,430.1
Liabilities:
Future policy benefits	$	6,885.5	$	6,869.8
Policyholders’ account balances		291.1		292.9
Other policyholders’ liabilities		157.1		162.2
Other liabilities		223.8		163.9
Total Closed Block liabilities	$	7,557.5	$	7,488.8

	For the three-month Periods Ended June 30,					For the six-month Periods Ended June 30,
	2002			2001		2002			2001
	($ in millions)
Revenues:
Premiums	$	127.6		$	138.2	$	248.0		$	267.5
Net investment income		98.5			99.1		196.7			199.0
Net realized (losses)/gains on investments		(1.8	)		2.1		(2.9	)		2.0
Other income		0.5			0.5		0.9			1.0
Total revenues		224.8			239.9		442.7			469.5
Benefits and Expenses:
Benefits to policyholders		142.7			152.0		274.8			293.4
Interest credited to policyholders’ account balances		2.1			2.1		4.2			4.2
Amortization of deferred policy acquisition cost		12.5			11.0		24.2			32.2
Dividends to policyholders		56.0			59.9		116.2			113.4
Other operating costs and expenses		2.0			2.4		3.1			4.1
Total benefits and expenses		215.3			227.4		422.5			447.3
Contribution from the Closed Block	$	9.5		$	12.5	$	20.2		$	22.2

18

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the three-month periods ended June 30, 2002 and 2001, there were $6.1 million and $4.7 million in charges for other than temporary impairments on fixed maturities in the Closed Block.

7.    Goodwill and Other Intangible Assets — Adoption of Statement 142

In accordance with the adoption of SFAS No 142, Goodwill and Other Intangible Assets (“SFAS 142”), goodwill is periodically tested for impairment and is no longer amortized. The following tables set forth the impact of the adoption of SFAS 142 on the Company’s net income and earnings per share amounts for the three and six month periods ended June 30, 2002 and 2001. In addition, as required by SFAS 142, management tested the carrying value of the Company’s goodwill and determined that no impairment exists.

	Three-month Periods Ended June 30,					Six-month Periods Ended June 30,
	2002			2001		2002		2001
	($ in millions except earnings per share amounts)
Reported net (loss) income	$	(11.0	)	$	22.3	$	3.3	$	35.6
Add back: Goodwill amortization		—			2.3		—		3.8
Adjusted net (loss) income	$	(11.0	)	$	24.6	$	3.3	$	39.4
Basic earnings per share:
Reported net (loss) income	$	(0.23	)	$	0.45	$	0.07	$	0.73
Goodwill amortization		—			0.05		—		0.08
Adjusted net (loss) income	$	(0.23	)	$	0.50	$	0.07	$	0.81
Diluted earnings per share:
Reported net (loss) income	$	(0.23	)	$	0.44	$	0.07	$	0.70
Goodwill amortization		—			0.05		—		0.08
Adjusted net (loss) income	$	(0.23	)	$	0.49	$	0.07	$	0.78

The goodwill amortization recorded for the three-month and six-month periods ended June 30, 2001 was included in the Protection Products and Retail Brokerage and Investment Banking segments as follows:

	Three-month Period Ended June 30, 2001		Six-month Period Ended June 30, 2001
Protection Products	$	0.4	$	0.5
Retail Brokerage and Investment Banking		1.9		3.3
Total	$	2.3	$	3.8

8.    Reorganization and Other Charges:

During 2001, the Company recorded “Reorganization Charges” aggregating approximately $56.8 million on a pre-tax basis taken in connection with the Company’s previously announced reorganization of certain of its businesses. Of the reorganization charges recorded, approximately $10.3 million of severance benefits relating to headcount reductions in the Company’s home office and career agency system and $8.7 million of other reorganization charges met the definition of “restructuring charges” as defined by Emerging Issues Task Force Consensus 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. The liability relating to the aforementioned

19

THE MONY GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

restructuring charges at December 31, 2001 was $12.6 million and was reduced by actual payments and revisions to estimates made during the first six months of 2002 as follows:

	December 31, 2001		Payments/ Revisions to Estimates			June 30, 2002
Restructuring Charges Liability:
Severance benefits	$	8.1	$	(3.9	)	$	4.2
Other reorganization charges		4.5		(0.8	)		3.7
Total Restructuring Charges Liability	$	12.6	$	(4.7	)	$	7.9

9.    Subsequent Event

In July 2002, pursuant to a jury verdict, the Company was found liable and ordered to pay a former joint venture partner some of the proceeds distributed to the Company from the disposition of a real estate asset in 1999, which was formerly owned by the joint venture. As a result of the verdict, which the Company is appealing, the Company recorded a charge aggregating $14.1 million pre-tax in its results of operations for the quarter ended June 30, 2002. Approximately, $7.2 million of this charge is reflected in the income statement caption entitled “net realized losses” because it represents the return of proceeds originally included in the determination of the realized gain recognized by the Company in 1999 upon receipt of the aforementioned distribution. The balance of the charge, which is reflected in the income statement caption entitled “other operating costs and expenses” represents management’s best estimate of the interest that the court will require the Company to pay its former joint venture partner, as well as legal costs.

20

ITEM 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion addresses the financial condition and results of operations of the Company for the periods indicated. The discussion and analysis of the Company’s financial condition and results of operations presented below should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes to the unaudited interim condensed consolidated financial statements included elsewhere herein, as well as MONY Group’s 2001 Annual Report on Form 10-K for fiscal year ended December 31, 2001 (“MONY Group’s 2001 Annual Report”) not included herein.

General Discussion of Factors Affecting Profitability

The Company derives its revenues principally from: (i) premiums on individual life insurance, (ii) insurance, administrative and surrender charges on universal life and annuity products, (iii) asset management fees from separate account and mutual fund products, (iv) net investment income on general account assets, (v) the Group Pension Profits, (See Note 4 to the unaudited interim condensed consolidated financial statements) and (vi) commissions from securities and insurance brokerage operations. The Company’s expenses consist of insurance benefits provided to policyholders, interest credited on policyholders’ account balances, dividends to policyholders, the cost of selling and servicing the various products sold by the Company, including commissions to sales representatives (net of any deferrals) and general business expenses.

The Company’s profitability depends in large part upon (i) the amount of its assets and its third-party assets under management, (ii) the adequacy of its product pricing (which is primarily a function of competitive conditions, management’s ability to assess and manage trends in mortality and morbidity experience as compared to the level of benefit payments, and its ability to maintain expenses within pricing assumptions), (iii) the maintenance of the Company’s target spreads between credited rates on policyholders’ account balances and the rate of earnings on its investments, (iv) the persistency of its policies (which affects the ability of the Company to recover the costs incurred to sell a policy), (v) its ability to manage the market and credit risks associated with its invested assets, (vi) returns on venture capital investments (vii) the investment performance of its mutual fund and variable product offerings, and (viii) commission and fee revenue from securities brokerage and investment banking operations. External factors, such as economic conditions, as well as legislation and regulation of the insurance marketplace and products, may also affect the Company’s profitability.

Potential Forward Looking Risks Affecting Profitability

The results of operations of the Company’s businesses, particularly the businesses comprising its Accumulation Products segment and the businesses comprising its Retail Brokerage and Investment Banking segment, are highly sensitive to general economic and securities market conditions. Such conditions include the level of valuations in the securities markets, the level of interest rates, consumer sentiment, the levels of retail securities trading volume, and the consensus economic and securities market outlook. Set forth below is a discussion of certain matters that may adversely impact the Company’s results of operations in the event of a continuation or worsening of current economic and securities market conditions, as well as other matters that could adversely affect its future earnings:

Matters Potentially Affecting the Accumulation Products Segment—

· In accordance with GAAP, the amortization of deferred policy acquisition costs (“DPAC”) requires management to make assumptions about future investment yields, contract charges, interest crediting rates, mortality rates, lapse rates, expense levels, and policy duration. In addition, GAAP requires that management must periodically evaluate the recoverability of DPAC based on historical and projected future results. For

21

many of the Company’s products, amortization of DPAC varies with profit margins of the policies and contracts supporting the DPAC balances. Changes in management’s assumptions or actual results that differ significantly from management’s estimates may materially affect the Company’s financial position and operating results.

At June 30, 2002 the carrying value of the Company’s DPAC was approximately $1.2 billion. Approximately $160.0 million of this amount pertains to the Company’s annuity in force business. The profit margins from this business, over which the related DPAC is amortized, are particularly sensitive to changes in assumed investment returns and asset valuations. With respect to the investment return assumptions which underlie the amortization of its annuity DPAC, the accounting policy followed by the Company, which is referred to as the “reversion to the mean” method, assumes a rate of return over the life of the business of 8.0%. In applying this method, the future assumed rate of return assumption is adjusted based on actual returns to date so that the ultimate rate of return over the expected life of the business is always 8.0%. However, the Company’s policy is to never exceed a future rate of return assumption in excess of 10%. Accordingly, the ultimate rate of return over the life of such business may be less than 8.0%. In addition, in applying the “reversion to the mean” method the Company’s policy does not provide for a floor on the assumed future rate of return. Accordingly, actual returns to date sufficiently in excess of the ultimate assumed rate of return of 8% may result in a future rate of return assumption that could actually be negative. Management believes that its policies for applying the “reversion to the mean” method are conservative.

While management’s current best estimate for the ultimate return underlying this business is 8%, there can be no assurance that a continuing deterioration in the securities markets (whether with regard to investment returns or asset valuations) will not require management to revise its estimate of the ultimate profitability of this business. This could result in accelerated amortization and, or, a charge to earnings to reflect the amount of DPAC which may not be recoverable from the future profits from this business. Such an event, should it occur, may materially affect the Company’s financial position and operating results.

· As with DPAC, the provision of loss reserves on annuity products requires management to make assumptions regarding the ultimate profitability of such business. The factors affecting the ultimate profitability that will be realized from such business include the yield from investments supporting the business, mortality rates, lapse rates, expense levels, policyholder dividends and policy duration. To the extent that circumstances lead management to conclude that the business will not ultimately be profitable, the Company would be required to record its best estimate of such loss in the period such determination was made. While management believes such a scenario is unlikely, a sustained deterioration in the securities markets will significantly impact such determination and, as a result, there can be no assurance that the Company’s business will be profitable and such a determination may materially affect the Company’s financial position and operating results.

· Certain of the Company’s annuity products contain contractual provisions that guaranty minimum death benefits. These provisions require the Company to pay the estate of a contract holder any excess of the guaranteed minimum benefit over the cash value of the annuity contract. It’s the Company’s practice to establish reserves for the payment of any guaranteed minimum death benefit claims based on management’s mortality expectations and the expected cash values of annuity contracts. At June 30, 2002, the Company carried a reserve of approximately $5.0 million with respect to such claims. While management believes that this reserve is sufficient, there can be no assurance that additional reserves for such claims may not need to be established, particularly if there is a sustained or continuing deterioration in the securities markets. In addition, the American Institute of Certified Public Accountants is deliberating the issuance of guidance concerning the establishment of such reserves. This guidance may require the Company to change the methodology it applies in determining the amount of reserves that should be established for such claims. There can be no assurance that the Company won’t have to establish additional reserves upon the adoption of any new guidance issued by the FASB.

· As discussed above under the caption General Discussion of Factors Affecting Profitability, revenues from the Company’s separate account and mutual fund products depend, in large part, upon the amount of the Company’s assets under management. Accordingly, a continuing or sustained deterioration in the securities

22

markets can adversely affect the Company’s revenues and there can be no assurance that such affect won’t be material to the Company’s results of operations and financial condition.

· Management estimates that the cumulative impact from the matters discussed above on the earnings from the Company’s Accumulation Product segment would result in break even results for the balance of 2002 if securities market valuations remain at June 30, 2002 levels. However, if security valuations for the balance of the year remain at the lows experienced in July then management estimates that the Accumulation Products segment will earn $8.5 million less in each of the 3^rd and 4^th quarters of 2002, as compared to the 2^nd quarter of 2002. Approximately $5.0 million of the $8.5 million in each quarter results from the unlocking of assumptions underlying the amortization of DPAC.

Retail Brokerage and Investment Banking Segment—

· The carrying value of goodwill in the Company’s Retail Brokerage and Investment Banking segment approximates $175.0 million at June 30, 2002. While management, based on its long term outlook for these operations, has concluded that no impairment of such goodwill exists as of June 30, 2002, there can be no assurance that an impairment charge may not be necessary in the future if securities market conditions worsen or there is a prolonged downturn in retail securities trading volumes.

Other Matters (The matters described below are allocated to the Company’s operating segments)—

· As required under GAAP, the rate of return assumption for 2002 on assets funding the Company’s pension liabilities was established at December 31, 2001. This assumption was made by management based on the historic returns on such assets, management’s outlook for future returns, and consideration of the long-term outlook for such returns in the marketplace. However, a continuation or worsening of current securities market conditions may require management to lower the assumed rate of return assumption thereby causing an increase in net periodic pension expense. In addition, the deterioration of the securities markets during 2002 has resulted in a decline in the fair market value of the assets funding the Company’s pension obligations. If such values do not recover by the end of 2002 this may cause an increase in the Company’s net periodic pension expense due to the requirement under GAAP to amortize unrealized gains and losses through net periodic pension cost over a period of time. There can be no assurance that the impact of the aforementioned items, individually or in the aggregate, will not be material to the Company’s results of operations.

· The Company has a portfolio of real estate invested assets which are classified as “to be disposed of” with a carrying value at June 30, 2002 of $195.9 million. A hotel property located in Phoenix Arizona represents approximately $138.7 million, or 70.8%, of this portfolio at June 30, 2002. No other property in the portfolio exceeds 5.0% of the aggregate carrying value of the portfolio at June 30, 2002. While the Company is actively engaged in trying to sell these properties, circumstances may require the reclassification of certain real estate assets as “held for investment” by year end. In the event that the Company is required to reclassify these assets, particularly the Phoenix hotel property, it may be required to recognize a loss and the amount of the loss may be material to the Company’s results of operations.

· The Company makes investments in partnerships specializing in venture capital investing. The Company’s investments are in the form of limited partnership interests. As a percentage of its total invested assets, the Company generally limits these investments to no more than 2% to 3%. In accordance with GAAP, certain of the Company’s investments in these partnerships are accounted for under the equity method of accounting, while the balance of the portfolio is accounted for under the cost method. Generally, substantially all the Company’s partnership investments acquired before May, 1995 are accounted for under the cost method of accounting, while those acquired subsequent thereto are accounted for under the equity method of accounting. Because the underlying partnerships are required under GAAP to mark their investment portfolios to market and report changes in such market value through their earnings, the Company’s earnings will reflect its pro rata share of such mark to market adjustment if it accounts for the partnership investment under the equity

23

method. Under the cost method there will be no impact on the Company’s earnings until: (i) the underlying investments held by the partnership are distributed to the Company, or (ii) the underlying investments held by the partnership are sold by the partnership and the proceeds distributed to the Company, or (iii) an impairment of the Company’s investment in the partnership is determined to exist. Historically, venture capital investments owned by the Company have significantly impacted the Company’s earnings. The Company’s future earnings from its venture capital investments could be adversely affected when market valuations deteriorate and this affect could materially affect the Company results of operations and financial position.

· Presently there is a significant debate within industry, the accounting profession, and among securities analysts and regulators as to the propriety of the current generally accepted accounting practice provided in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“Opinion 25”), which provides for the application of the intrinsic value based method of accounting. For certain stock based compensation plans (including certain stock option plans), the guidance provided in Opinion No. 25 does not require companies to recognize compensation expense. Recently, many companies, in response to this debate, have announced their intention to adopt the generally accepted accounting guidance prescribed under FASB No. 123, Accounting for Stock-Based Compensation, which provides for the application of the fair value based method of accounting. In accordance with this method, all forms of employee stock-based compensation are measured at fair value at the date of grant and expensed over the requisite service or vesting period. If the Company adopts FASB No. 123, the adoption may result in additional expense recognition and the amount may be material to its results of operations.

Summary of Financial Results

The following tables present the Company’s consolidated and segmented results of operations for the three and six-month periods ended June 30, 2002 and 2001. The discussion following these tables discusses the Company’s consolidated and segmented results of operations.

	For the Three-month Period Ended June 30, 2002
	Protection			Accumulation			Retail Brokerage and Investment Banking		Other			Reconciling			Consolidated
	($ in millions)
Revenues:
Premiums	$	164.5		$	3.3		$	—	$	2.1		$	—		$	169.9
Universal life and investment-type product policy fees		39.8			12.6			—		0.1			—			52.5
Net investment income and realized losses on investments		128.8			13.5			3.1		4.5			6.5			156.4
Group Pension Profits		7.5			—			—		—			—			7.5
Retail Brokerage and Investment Banking revenues		—			—			97.6		—			—			97.6
Other income		(2.6	)		25.8			1.0		3.8			1.3			29.3
Total revenue		338.0			55.2			101.7		10.5			7.8			513.2
Benefits and Expenses:
Benefits to policyholders		183.5			12.4			—		1.7			1.9			199.5
Interest credited to policyholders’ account balances		15.0			10.8			—		2.1						27.9
Amortization of deferred policy acquisition costs		30.2			7.8			—		—			—			38.0
Dividends to policyholders		56.2			0.3			—		0.3			—			56.8
Other operating costs and expenses		53.3			30.3			101.0		9.0			13.5			207.1
Total expense		338.2			61.6			101.0		13.1			15.4			529.3
(Loss)/Income before income taxes	$	(0.2	)	$	(6.4	)	$	0.7	$	(2.6	)	$	(7.6	)		(16.1	)
Income tax (benefit)																(5.1	)
Net Loss															$	(11.0	)

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	For the Three-month Period Ended June 30, 2001
	Protection		Accumulation		Retail Brokerage and Investment Banking			Other		Reconciling			Consolidated
	($ in millions)
Revenues:
Premiums	$	169.8	$	1.1	$	—		$	2.5	$	—		$	173.4
Universal life and investment-type product policy fees		37.1		14.3		—			0.9		—			52.3
Net investment income and realized gains on investments		153.6		20.3		2.1			7.3		9.2			192.5
Group Pension Profits		9.3		—		—			—		—			9.3
Retail Brokerage and Investment Banking revenues		—		—		99.8			—		—			99.8
Other income		8.6		27.0		—			4.1		2.0			41.7
Total revenue		378.4		62.7		101.9			14.8		11.2			569.0
Benefits and Expenses:
Benefits to policyholders		184.1		6.0		—			2.4		2.0			194.5
Interest credited to policyholders’ balances		14.6		10.3		—			2.1		—			27.0
Amortization of deferred policy acquisition costs		24.3		4.0		—			—		—			28.3
Dividends to policyholders		59.9		0.3		—			0.4		—			60.6
Other operating costs and expenses		68.6		29.2		104.0			9.2		15.8			226.8
Total expense		351.5		49.8		104.0			14.1		17.8			537.2
Income/(Loss) before income taxes	$	26.9	$	12.9	$	(2.1	)	$	0.7	$	(6.6	)		31.8
Income tax expense														9.5
Net Income													$	22.3

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	For the Six-month Period Ended June 30, 2002
	Protection		Accumulation		Retail Brokerage and Investment Banking			Other			Reconciling			Consolidated
	($ in millions)
Revenues:
Premiums	$	324.9	$	4.8	$	—		$	4.6		$	—		$	334.3
Universal life and investment-type product policy fees		75.5		24.7		—			1.3			—			101.5
Net investment income and realized losses on investments		280.5		34.5		5.4			11.0			12.3			343.7
Group Pension Profits		15.2		—		—			—			—			15.2
Retail Brokerage and Investment Banking revenues		—		—		188.4			—			—			188.4
Other income		3.2		51.6		1.0			8.8			2.9			67.5
Total revenue		699.3		115.6		194.8			25.7			15.2			1,050.6
Benefits and Expenses:
Benefits to policyholders		359.5		18.6		—			7.8			4.3			390.2
Interest credited to policyholders’ account balances		30.4		21.2		—			4.3			(0.1	)		55.8
Amortization of deferred policy acquisition costs		57.1		13.7		—			—			—			70.8
Dividends to policyholders		117.1		0.6		—			0.6			—			118.3
Other operating costs and expenses		109.9		59.4		194.9			20.2			26.1			410.5
Total expense		674.0		113.5		194.9			32.9			30.3			1,045.6
Income/(Loss) before income taxes	$	25.3	$	2.1	$	(0.1	)	$	(7.2	)	$	(15.1	)		5.0
Income tax expense															1.7
Net Income														$	3.3

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	For the Six-month Period Ended June 30, 2001
	Protection		Accumulation		Retail Brokerage and Investment Banking			Other			Reconciling			Consolidated
	($ in millions)
Revenues:
Premiums	$	331.4	$	2.4	$	—		$	4.7		$	—		$	338.5
Universal life and investment-type product policy fees		71.6		29.5		—			0.9			—			102.0
Net investment income and realized gains on investments		303.5		40.5		2.9			13.3			18.5			378.7
Group Pension Profits		19.2		—		—			—			—			19.2
Retail Brokerage and Investment Banking revenues		—		—		170.9			—			—			170.9
Other income		6.4		53.2		—			8.6			3.8			72.0
Total revenue		732.1		125.6		173.8			27.5			22.3			1,081.3
Benefits and Expenses:
Benefits to policyholders		367.3		11.8		—			8.3			4.8			392.2
Interest credited to policyholders’ balances		30.1		20.6		—			4.6			—			55.3
Amortization of deferred policy acquisition costs		55.2		10.3		—			—			—			65.5
Dividends to policyholders		113.9		0.7		—			0.6			—			115.2
Other operating costs and expenses		118.2		57.3		177.8			18.8			28.9			401.0
Total expense		684.7		100.7		177.8			32.3			33.7			1,029.2
Income/(Loss) before income taxes	$	47.4	$	24.9	$	(4.0	)	$	(4.8	)	$	(11.4	)		52.1
Income tax expense															16.5
Net Income														$	35.6

Three-month Period Ended June 30, 2002 Compared to the Three-month Period Ended June 30, 2001

Premiums —

Premium revenue was $169.9 million for the three-month period ended June 30, 2002, a decrease of $3.5 million, or 2.0% from $173.4 million reported for the comparable prior year period. The decrease was primarily a result of lower premiums in the Protection Products segment of approximately $5.3 million, partially offset by higher premiums in the Accumulation Products segment of $2.2 million. The following table summarizes the components of premiums recorded in the Protection Products segment for the three-month periods ended June 30, 2002 and 2001, respectively.

	For the Three-month Periods Ended June 30,
	2002			2001
	($ in millions)
Individual Life:
Single Premiums	$	32.4		$	36.2
New and Renewal Direct Premiums		145.0			143.0
New and Renewal Premiums Ceded		(12.8	)		(9.1	)
Total Individual Life		164.6			170.1
Other:		(0.1	)		(0.3	)
Total Protection Products	$	164.5		$	169.8

USFL’s premiums were $19.9 million and $14.4 million for the three-month periods ended June 30, 2002 and 2001, respectively. The increase in USFL’s premiums is primarily attributable to the expansion of its distribution system and the improvement in its financial strength ratings since being acquired by the Company. The increase of premiums in the Accumulation Products segment was due to increased sales of immediate annuities.

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Universal life and investment-type product policy fees —

Universal life and investment-type product policy fees were $52.5 million for the three-month period ended June 30, 2002, an increase of $0.2 million, or 0.4% from $52.3 million reported for the comparable prior year period. The increase was due to higher fees in the Protection Products segment of $2.7 million offset by lower fees in the Accumulation Products and Other Products segments of $1.7 million and $0.8 million, respectively. The increase in the Protection Products segment was primarily attributable to higher fees earned on VUL and CSVUL business of $5.5 million and $0.8 million, respectively, consistent with growth in the in force blocks of such business, offset by lower fees on UL and VUL business of $2.9 million and $0.6 million, respectively, net of reinsurance. The decrease in the Accumulation Products segment was primarily due to lower FPVA mortality and expense charges of $1.3 million and a $0.2 million decrease in FPVA surrender charges. The decline in FPVA mortality and expense charges is due to lower separate account fund balances. Annuity assets under management were $4.2 billion as of June 30, 2002 compared to $4.8 billion at June 30, 2001. The decrease in FPVA surrender charges is due to the positive efforts of the Company’s conservation program coupled with other measures designed to improve persistency.

Net investment income and realized gains on investments —

Net investment income was $181.9 million for the three-month period ended June 30, 2002, a decrease of $7.6 million, or 4.0%, from $189.5 million reported for the comparable prior year period. The decrease in net investment income is primarily due to a decrease of $10.9 million in income reported from the Company’s investments in venture capital partnerships. Such partnerships provide funding to companies through the purchase of, or investment in, equity securities issued by such companies. Income from cash and short-term investments decreased $5.2 million due to a decline in short-term yields and lower asset balances. Partially offsetting these decreases are increases in investment income of $4.0 million, $3.0 million and $1.5 million, related to investments in commercial mortgage loans, fixed maturity securities and other miscellaneous investment income, respectively. The annualized yield on the Company’s invested assets, including limited partnership interests, before and after realized gains/(losses) on investments was 6.4% and 5.5%, respectively, for the three-month period ended June 30, 2002, as compared to 6.9% and 7.0%, respectively, for the three-month period ended June 30, 2001. See “Investments — Results by Asset Category.”

As of June 30, 2002, the Company had approximately $10.1 million of additional pre-tax gains related to its venture capital limited partnership investments that may be recognized in earnings in the future subject to market fluctuation

Net realized losses were $25.5 million for the three-month period ended June 30, 2002, a decrease of $28.5 million, from gains of $3.0 million for the comparable prior year period. The significant increase in net realized losses is primarily due to other than temporary impairment losses related to investments in fixed maturity securities and litigation losses related to a specific joint venture real estate partnership (see note 9 to the unaudited interim condensed consolidated financial statements). The following table sets forth the components of net realized gains (losses) by investment category for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001.

	For the Three-month Period Ended June 30,
	2002			2001
	($ in millions)
Real estate	$	(6.8	)	$	(0.9	)
Equity securities		(4.4	)		(3.7	)
Fixed maturities		(16.5	)		2.8
Mortgage loans		0.9			3.5
Other		1.3			1.3
	$	(25.5	)	$	3.0

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Group Pension Profits —

Group Pension Profits were $7.5 million for the three-month period ended June 30, 2002, a decrease of $1.8 million, or 19.4%, from $9.3 million in the comparable prior year period. The decrease is primarily due to lower net realized gains of $1.7 million.

Refer to Note 4 of the Unaudited Interim Condensed Consolidated Financial Statements included herein for certain summary financial information relating to the Group Pension Transaction and the Group Pension Profits. Management expects that Group Pension Profits will decline throughout 2002 through the termination of the Group Pension Transaction on December 31, 2002 consistent with the continuing run-off of the underlying business.

Retail Brokerage and Investment Banking revenues —

Retail Brokerage and Investment Banking revenues were $97.6 million for the three-month period ended June 30, 2002, a decrease of $2.2 million, or 2.2%, from $99.8 million in the comparable prior year period. The decrease is due primarily to decreased revenues from Advest and MSC. Advest had retail brokerage and investment banking revenues of $85.3 million for the three-month period ended June 30, 2002, a decrease of approximately $2.2 million, or 2.5%, from $87.5 million in the comparable prior year period primarily due to a $10.4 million decrease in interest revenue from margin lending resulting from the outsourcing of Advest’s clearing operations. This decrease was partially offset by increased commission fee revenue of $55.8 million, a $5.0 million increase from $50.8 million reported for the comparable prior year period and an increase of $3.4 million in investment banking and other fees. Advest’s revenues for the three-month period ended June 30, 2002 include $4.6 million of revenue from Lebenthal & Co., Inc. (“Lebenthal”), which was acquired November 30, 2001. Revenues from MSC of $11.8 million for the three-month period ended June 30, 2002, decreased $0.3 million from $12.1 million in the comparable prior year period due to lower commission revenue. All expenses related to the operations of Advest, Matrix and MSC are recorded in the income statement caption “Other operating costs and expenses” in the Company’s unaudited interim condensed consolidated statement of income and comprehensive income.

Other income —

Other income (which consists primarily of fees earned by the Company’s mutual fund management and insurance brokerage operations, as well as revenues from certain asset management fees, and other miscellaneous revenues) was $29.3 million for the three-month period ended June 30, 2002, a decrease of $12.4 million, or 29.7%, from $41.7 million reported for the comparable prior year period. The decrease is primarily due to lower income of $11.2 million recorded in the Protection Products segment due primarily to a decrease in the cash surrender value of the Company’s corporate owned life insurance (“COLI”) as a result of unfavorable market conditions. The Company purchased a COLI contract to provide a funding mechanism for its non-qualified deferred compensation liabilities. The investments in the COLI contract are structured to substantially hedge the changes in the Company’s non-qualified deferred compensation liabilities. The change in such liabilities is reflected in the income statement caption entitled “other operating costs and expenses”. Partially offsetting the decrease in income from the Company’s COLI was a $1.0 million business interruption insurance recovery received by Advest pertaining to September 11, 2001, which is reflected in the results of the Company’s Retail Brokerage and Investment Banking segment.

Benefits to policyholders —

Benefits to policyholders were $199.5 million for the three-month period ended June 30, 2002, an increase of $5.0 million, or 2.6%, from $194.5 million reported for the comparable prior year period. The increase was primarily due to higher benefits in the Accumulation Products segment of $6.4 million, offset by lower benefits of $0.6 million in the Protection Products segment and $0.7 million in the Other Products segment. The increase in the Accumulation Products segment is primarily due to higher supplemental contract and individual annuity

29

reserves of $9.2 million, a $3.9 million increase from the comparable year period, as well as higher benefit reserves on the Company’s FPVA business of $2.1 million as compared to the prior year period. The increased reserves are attributable to higher sales of accumulation products and higher provisions for guaranteed minimum death benefits on the Company’s FPVA products, due to unfavorable market conditions and the decline in assets under management. The decrease in the Protection Product segment was primarily due to lower benefits in the individual life and variable universal life business of $10.4 million and $0.9 million, respectively, partially offset by higher universal life benefits of $10.2 million. The decrease in individual life and variable universal life benefits was primarily due to better mortality, offset in part by an increase in reserves. Increased benefits in universal life were due to poor mortality. The decrease in the Other Products segment is due to lower benefits on the Company’s retained group pension business.

Interest credited to policyholders’ account balances —

Interest credited to policyholders’ account balances was $27.9 million for the three-month period ended June 30, 2002, an increase of $0.9 million, or 3.3%, from $27.0 million reported for the comparable prior year period. The increase is attributable to an increase in the Protection Products segment of $0.4 million and an increase in the Accumulation Products segment of $0.5 million. The increase in the Accumulation Products segment is primarily attributable to higher interest crediting on FPVA business of $2.0 million, partially offset by decreased interest crediting on supplemental contracts, SPDA, and other annuity contract business of  $0.6 million, $0.5 million, and $0.4 million, respectively. The increase on FPVA business is related to higher general account fund balances, while the decreases on supplemental contracts and SPDA is due to the continued run-off of the product liabilities. The increase in the Protection Products segment is primarily related to interest crediting on universal life business.

Amortization of deferred policy acquisition costs —

Amortization of DPAC was $38.0 million for the three-month period ended June 30, 2002, an increase of $9.7 million, or 34.3%, from $28.3 million reported in the comparable prior year period. The increase is due to higher amortization of $5.9 million and $3.8 million in the Protection Products and Accumulation Products segments, respectively. The increase in the Protection Products segment resulted from higher amortization of $4.1 million, $1.5 million and $1.1 million for variable universal life, individual life, and corporate sponsored variable universal life products (“CSVUL”), respectively, offset by decreased amortization for universal life and Group Universal Life (“GUL”) products of $0.4 million and $0.3 million, respectively. The increases related to the variable universal life, individual life and CSVUL products are attributable to the growth in those blocks of business. The increase in the Accumulation Products segment is due to higher amortization on the FPVA product due to lower overall fund balances resulting in lower future profitability.

Dividends to policyholders —

Dividends to policyholders (all but a deminimus amount of which are recorded in the Protection Products segment) were $56.8 million for the three-month period ended June 30, 2002, a decrease of $3.8 million, or 6.3%, from $60.6 million reported for the comparable prior year period. The decrease is primarily the result of lower dividends of $6.9 million, as compared to the comparable prior year period, resulting from a decrease in the dividend scale (which became effective January 1, 2002) on Closed Block policies. This decrease was offset by an increase in the Closed Block deferred dividend liability for the three-month period ended June 30, 2002, as compared to the prior year period, of approximately $3.2 million, which reflects results for the Closed Block for the three-month period ended June 30, 2002 that were more favorable than assumed in the establishment of the Closed Block. All the assets in the Closed Block inure solely to the benefit of the Closed Block policyholders, and to the extent that the results of the Closed Block are more favorable than assumed in establishing the Closed Block, total dividends paid to Closed Block policyholders will be increased and are, accordingly, accrued as an additional dividend liability.

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Other operating costs and expenses —

Other operating costs and expenses were $207.1 million for the three-month period ended June 30, 2002, a decrease of $19.7 million, or 8.7%, from $226.8 million reported for the comparable prior year period. The decrease is primarily attributable to a $15.3 million decrease in the Protection Products segment, and a $3.0 million decrease in the Retail Brokerage and Investment Banking segment. The decrease in the Protection Products segment consists primarily of lower overhead expenses of approximately $9.9 million and lower costs pertaining to the Company’s employee benefit plans of approximately $4.3 million. The decrease in costs relating to the Company’s benefit plans is primarily attributable to a decrease in the Company’s non-qualified deferred compensation liabilities, which are substantially hedged by the change in the cash surrender value of a COLI contract owned by the Company (refer to “Other income” above). The decrease in the Retail Brokerage and Investment Banking segment is primarily attributable to lower interest expense and the elimination of goodwill amortization resulting from the adoption of FASB No. 142, Goodwill and Other Intangible Assets, of $5.8 million and $2.0 million, respectively, partially offset by higher compensation expenses of approximately $5.0 million Other operating costs and expenses for the three-month period ended June 30, 2002 includes approximately $6.9 million in estimated interest and legal costs incurred in connection with a jury verdict with respect to a legal matter (see Note 9 to the unaudited interim condensed consolidated financial statements herein). These litigation charges were offset during the quarter by a decrease in general operating expenses, primarily related to incentive compensation and vacation pay accruals.

Six-month Period Ended June 30, 2002 Compared to the Six-month Period Ended June 30, 2001

Premiums —

Premium revenue was $334.3 million for the six-month period ended June 30, 2002, a decrease of $4.2 million, or 1.2% from $338.5 million reported for the comparable prior year period. The decrease was primarily attributable to a decrease in the Protection Products and Other Products segments of $6.5 million and $0.1 million, respectively, partially offset by an increase in the Accumulation Products segment of $2.4 million. The following table summarizes the components of premiums recorded in the Protection Products segment for the six-month periods ended June 30, 2002 and 2001, respectively.

	For the Six-month Periods Ended June 30,
	2002			2001
	($ in millions)
Individual Life:
Single Premiums	$	61.9		$	67.9
New and Renewal Direct Premiums		284.1			280.8
New and Renewal Premiums Ceded		(21.1	)		(17.1	)
Total Individual Life		324.9			331.6
Other:		—			(0.2	)
Total Protection Products	$	324.9		$	331.4

The increase of premiums in the Accumulation Products segment was due to increased sales of immediate annuities.

Universal life and investment-type product policy fees —

Universal life and investment-type product policy fees were $101.5 million for the six-month period ended June 30, 2002, a decrease of $0.5 million, or 0.5% from $102.0 million reported for the comparable prior year period. The decrease was due to lower fees in the Accumulation Products segment of $4.8 million offset by higher fees in the Protection Products and Other Products segments of $3.9 million and $0.4 million,

31

respectively. The decrease in the Accumulation Products segment, net of reinsurance, was primarily due to lower mortality and expense charges of $3.3 million and a $1.1 million decrease in surrender charges in the Company’s FPVA product. The decline in FPVA mortality and expense charges is due to lower fund balances in the Separate Accounts due to stock market declines. The decrease in FPVA surrender charges is due to the positive efforts of the Company’s conservation program coupled with other measures designed to improve persistency. The increase in the Protection Products segment was primarily attributable to higher fees earned on VUL business of $7.8 million, consistent with growth in the in force block of such business, which was offset by lower fees on UL and CSVUL business of $3.0 million and $0.9 million, respectively, net of reinsurance.

Net investment income and realized gains on investment —

Net investment income was $371.6 million for the six-month period ended June 30, 2002, a decrease of $1.6 million, or 0.4%, from $373.2 million reported for the comparable prior year period. The decrease in net investment income is primarily due to $14.7 million of lower income from cash and short-term investments due to a decline in short-term yields and lower average asset balances. Partially offsetting the decrease are increases in investment income of $3.7 million, $3.7 million, $2.9 million and $2.8 million, relating to investments in a specific real estate property, fixed maturity securities, commercial mortgage loans and other miscellaneous investment income, respectively. The annualized yield on the Company’s invested assets, including limited partnership interests, before and after realized gains/(losses) on investments was 6.6% and 6.1%, respectively, for the six-month period ended June 30, 2002, as compared to 6.7% and 6.8%, respectively, for the six-month period ended June 30, 2001. See “Investments — Results by Asset Category.”

As of June 30, 2002, the Company had approximately $10.1 million of additional pre-tax gains related to its venture capital limited partnership investments that may be recognized in earnings in the future subject to market fluctuation.

Net realized losses were $27.9 million for the six-month period ended June 30, 2002, a decrease of $33.4 million, from net realized gains of $5.5 million reported for the comparable prior year period. The significant increase in net realized losses is primarily due to other than temporary impairment losses related to investments in fixed maturity security and litigation losses related to a specific joint venture real estate partnership (see note 9 to the unaudited interim condensed consolidated financial statements). The following table sets forth the components of net realized gains (losses) by investment category for the six-month periods ended June 30, 2002 and 2001.

	For the Six-month Periods Ended June 30,
	2002			2001
	($ in millions)
Real estate	$	(10.4	)	$	(2.5	)
Equity securities		(5.5	)		(5.3	)
Fixed maturity securities		(11.7	)		7.5
Mortgage loans		(1.6	)		5.2
Other		1.3			0.6
	$	(27.9	)	$	5.5

Group Pension Profits —

Group Pension Profits were $15.2 million for the six-month period ended June 30, 2002, a decrease of $4.0 million, or 20.8%, from $19.2 million reported in the comparable prior year period. The decrease is primarily due to a decrease in net realized gains of $3.5 million.

Refer to Note 4 of the Unaudited Interim Condensed Consolidated Financial Statements included herein for certain summary financial information relating to the Group Pension Transaction and the Group Pension Profits. Management expects that Group Pension Profits will decline throughout 2002 through the termination of the Group Pension Transaction on December 31, 2002 consistent with the continuing run-off of the underlying business.

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Retail Brokerage and Investment Banking revenues —

Retail Brokerage and Investment Banking revenues were $188.4 million for the six-month period ended June 30, 2002, an increase of $17.5 million, or 10.2%, from $170.9 million reported in the comparable prior year period. The increase is due to higher revenues from Advest, partially offset by decreased revenues from MSC and Matrix. Advest had retail brokerage and investment banking revenues of $165.0 million for the six-month period ended June 30, 2002, an increase of $19.1 million, or 13.1%, from $145.9 million reported in the comparable prior year period. The increase is primarily due to an additional month of revenue in 2002 (Advest was acquired by the Company on January 31, 2001), partially offset by a decrease in interest revenue due to the outsourcing of Advest’s clearing operations. Advest’s results for the six-month period ended June 30, 2002 also include $10.0 million in revenue from Lebenthal, which was acquired by Advest in November, 2001. The retail brokerage and investment banking revenues from MSC of $22.5 million decreased from $23.1 million in the comparable prior year period due to lower commission revenue. The revenues from Matrix decreased to $0.9 million from $1.9 million in the prior year due to lower mergers and acquisition related fees. All expenses related to the operations of Advest, Matrix and MSC are recorded in “Other operating costs and expenses” in the Company’s unaudited interim consolidated statement of income and comprehensive income.

Other income —

Other income (which consists primarily of fees earned by the Company’s mutual fund management and insurance brokerage operations, as well as certain asset management fees, and other miscellaneous revenues) was $67.5 million for the six-month period ended June 30, 2002, a decrease of $4.5 million, or 6.3%, from $72.0 million reported for the comparable prior year period. The decrease is due primarily to lower income in the Protection Products and Accumulation Products segments of $3.2 million and $1.6 million, respectively, partially offset by increased income in the Retail Brokerage and Investment Banking segment of $1.0 million. A decrease of $0.9 million in reconciling amounts also contributed to the decrease from the prior year. The decrease in the Protection Products segment relates primarily to a $1.7 million decrease in the cash surrender value of the Company’s COLI contract and a $0.9 million decrease in reinsurance allowances. The decrease in the Accumulation Products segment is due to a $3.5 million decrease in commission revenue earned by Enterprise, partially offset by a $1.0 million increase in the surrender value of this segment’s allocated portion of the Company’s COLI. The increase in the Retail Brokerage and Investment Banking segment pertains to a $1.0 million September 11, 2001 business interruption insurance recovery received by Advest.

Benefits to policyholders —

Benefits to policyholders were $390.2 million for the six-month period ended June 30, 2002, a decrease of $2.0 million, or 0.5%, from $392.2 million reported for the comparable prior year period. The decrease was primarily due to lower benefits in the Protection Products and Other Products segments of $7.8 million and $0.5 million, respectively, offset by higher benefits of $6.8 million in the Accumulation Products segment. The decrease in the Protection Products segment was primarily due to lower benefits in the individual life and variable universal life business of $14.4 million and $3.7 million, respectively, partially offset by higher benefits from universal life and disability insurance business of $9.4 million and $1.0 million, respectively. The decrease in individual life and variable universal life benefits was primarily due to better mortality offset in part by an increase in reserves, while the increased benefits in universal life were due to poor mortality offset in part by a decrease in reserves. The decrease in the Other Products segment is due to lower benefits on the Company’s retained portion of the group pension business. The increase in the Accumulation Products segment is primarily due to higher supplemental contract and individual annuity reserves of $15.2 million, a $4.1 million increase, and higher FPVA benefits of $2.4 million. The increase resulted from higher reserves due to higher sales of accumulation products and higher reserves for guaranteed minimum death benefits.

Interest credited to policyholders’ account balances —

Interest credited to policyholders’ account balances was $55.8 million for the six-month period ended June 30, 2002, an increase of $0.5 million, or 0.9%, from $55.3 million reported for the comparable prior year period.

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The increase is primarily attributable to an increase in the Protection Products segment of $0.3 million and an increase in the Accumulation Products segment of $0.6 million, offset by a decrease in the Other Products segment of $0.3 million. The increase in the Accumulation Products segment is primarily attributable to higher interest crediting on FPVA business of $3.7 million, partially offset by decreased interest crediting on supplemental contracts and SPDA business of $1.4 million and $1.0 million, respectively. The higher interest crediting on FPVA business is related to higher general account fund balances, while the decreased interest crediting on supplemental contracts and SPDA is due to the continued run-off of the product liabilities. The increase in the Protection Products segment is primarily related to interest crediting on universal life business. The decrease in the Other Products segment is due to lower interest crediting on the Company’s retained group pension business.

Amortization of deferred policy acquisition costs —

Amortization of DPAC was $70.8 million for the six-month period ended June 30, 2002, an increase of $5.3 million, or 8.1%, from $65.5 million reported in the comparable prior year period. The increase is primarily due to higher amortization of $1.9 million and $3.4 million in the Protection Products and Accumulation Products segments, respectively. The increase in the Protection Products segment was as a result of higher amortization of $6.1 million and $1.7 million for variable universal life and corporate sponsored variable universal life products, respectively, offset by decreased amortization for individual life and GUL of $6.3 million and $0.4 million, respectively. The increases on the variable universal life and CSVUL products are attributable to the growth in those blocks of business, while the decrease on the individual life business is due principally to the effect of reducing the margins over which the Closed Block DPAC is amortized by deferred dividend liability provisions. The increase in the Accumulation Products segment is due to higher amortization on the FPVA product due lower overall fund balances resulting in lower future profitability.

Dividends to policyholders —

Dividends to policyholders (all but a deminimus amount of which are recorded in the Protection Products segment) were $118.3 million for the six-month period ended June 30, 2002, an increase of $3.1 million, or 2.7%, from $115.2 million reported for the comparable prior year period. The increase is primarily due to a higher deferred dividend liability provision of approximately $16.0 million in the Closed Block for the six-month period ended June 30, 2002, as compared to the prior year period. This provision reflects results for the Closed Block for the six-month period ended June 30, 2002 that were more favorable than assumed in the establishment of the Closed Block. All the assets in the Closed Block inure solely to the benefit of the Closed Block policyholders, and to the extent that the results of the Closed Block are more favorable than assumed in establishing the Closed Block, total dividends paid to Closed Block policyholders will be increased and are, accordingly, accrued as an additional dividend liability. The increase in the Closed Block deferred dividend liability was offset by lower dividends of $13.2 million, as compared to the prior year period, resulting from a decrease in the dividend scale (which became effective January 1, 2002) on Closed Block policies.

Other operating costs and expenses —

Other operating costs and expenses were $410.5 million for the six-month period ended June 30, 2002, an increase of $9.5 million, or 2.4%, from $401.0 million reported for the comparable prior year period. The increase is primarily attributable to increases in the Retail Brokerage and Investment Banking, the Accumulation Products, and Other Products segments of $17.1 million, $2.1 million, and $1.4 million, respectively, offset by a decrease in the Protection Products segment of $8.3 million. The increase in the Retail Brokerage and Investment Banking segment is primarily attributable to the inclusion of an additional month of Advest’s expenses in 2002 (Advest was acquired by the Company on January 31, 2001) of approximately $33.0 million and higher compensation expense of approximately $3.5 million, partially offset by lower interest expense, the elimination of goodwill amortization and lower commission expenses of $12.0 million, $3.0 million, and $4.0 million, respectively. The increase in the Accumulation Products segment is attributable primarily to higher costs related to the Company’s benefit plans of $1.6 million and higher general expenses of $0.7 million,

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while the increase in the Other Products segment is attributable to a net increase in miscellaneous expenses of $1.7 million. Offsetting these increases is a decrease in reconciling amounts of $2.7 million. The decrease in the Protection Products segment is attributable primarily to lower compensation and other miscellaneous expenses of $18.6 million, partially offset by higher cost related to the Company’s employee benefit plans of $6.9 million and higher litigation related costs of $5.0 million (see Note 9 to the unaudited interim condensed consolidated financial statements herein).

New Business Information

The Company distributes its Protection and Accumulation products primarily through its career agency sales force and various complementary distribution channels which include: (i) sales of proprietary retail mutual funds through third party broker-dealers, (ii) sales of Protection Products by the Company’s USFL subsidiary through brokerage general agencies, (iii) sales of COLI products by the Company’s corporate marketing team, and (iv) sales of a variety of financial products and services through the Company’s Trusted Advisors subsidiary. The table below and the discussion which follows present certain information with respect to the Company’s sales of protection and accumulation products during the three and six month periods ended June 30, 2002 and 2001 by source of distribution. Management uses this information to measure the Company’s sales production from period to period by source of distribution.

The amounts presented in the table below with respect to life insurance sales represent annualized statutory-basis premiums. Annualized premiums in the Protection Products segment represent the total premium scheduled to be collected on a policy or contract over a twelve-month period. Pursuant to the terms of certain of the policies and contracts issued by the Company, premiums and deposits may be paid or deposited on a monthly, quarterly, or semi-annual basis. Annualized premium does not apply to single premium paying business. All premiums received on COLI business and single premium paying policies during the periods presented are included. Statutory basis premiums are used in lieu of GAAP basis premiums because, in accordance with statutory accounting practices, revenues from all classes of long-duration contracts are measured on the same basis, whereas GAAP provides different revenue recognition rules for different classes of long-duration contracts as defined by the requirements of SFAS No. 60, Accounting and Reporting by Insurance Enterprises, SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long Duration Contracts and for Realized Gains and Losses from the Sale of Investments, and SOP 95-1, Accounting for Certain Insurance Activities of Mutual Life Insurance Enterprises. The amounts presented with respect to annuity and mutual fund sales represent deposits made by customers during the periods presented. The amounts presented with respect to the Retail Brokerage and Investment Banking segment represent fees earned by Advest, Matrix and MSC primarily from securities brokerage, investment banking and asset management services.

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New Business and Revenues By Source

	Three-Month Periods Ended June 30,				Six-Month Periods Ended June 30,
	2002		2001		2002		2001
	($ in millions)
Protection Products
Career Agency System	$	18.4	$	21.2	$	34.0	$	38.3
U. S. Financial Life Insurance Company		14.8		12.7		26.9		22.5
Complementary Distribution(1)		28.1		13.9		49.1		36.3
Total New Annualized Life Insurance Premiums	$	61.3	$	47.8	$	110.0	$	97.1
Accumulation Products
Career Agency System — Variable Annuities(2)	$	132.0	$	102.0	$	232.0	$	174.0
Career Agency System — Mutual Funds		65.0		100.0		139.0		216.0
Third Party Distribution — Mutual Funds		270.0		256.0		540.0		505.0
Total Accumulation Sales	$	467.0	$	458.0	$	911.0	$	895.0
Retail Brokerage & Investment Banking Revenues
Advest(3)(4)	$	85.3	$	87.5	$	165.0	$	145.9
MONY Securities Corp.		11.8		12.1		22.6		23.1
Matrix Capital Markets		0.5		0.2		0.8		1.9
Total Accumulation Sales	$	97.6	$	99.8	$	188.4	$	170.9

(1) Amounts are primarily comprised of COLI cases.

(2) Excludes sales associated with an exchange program offered by the Company wherein contract holders surrendered old FPVA contracts and reinvested the proceeds therefrom in a new enhanced FPVA product offered by the Company.

(3) Amounts presented for Advest are for the five-month period ended June 30, 2001. Advest was acquired on January 31, 2001 and accordingly, the Company’s consolidated results of operations include only the activity of Advest for the five-month period ended June 30, 2001.

(4) Lebenthal, acquired by Advest in November 2001, accounts for $4.6 million and $10.0 million, respectively of Advest’s revenue for the three and six-month periods ended June 30, 2002.

Protection Product Segment

Protection Products Segment — New Business Information for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001

Total new annualized and single life insurance premiums for the three-month period ended June 30, 2002 were $61.3 million, compared with $47.8 million during the comparable prior year period.

The increase was primarily due to increased sales of COLI/BOLI which were $28.1 million for the three-month period ended June 30, 2002, compared to $13.9 million for the comparable prior year period. Corporate sales are large-premium cases, which typically generate revenues that can fluctuate considerably from quarter-to-quarter.

New life insurance premiums (first-year and single premiums) through the career network decreased for the three-month period ended June 30, 2002 to $18.4 million compared to $21.2 million for the comparable prior year period.

USFL sales were $14.8 million for the three-month period ended June 30, 2002, compared to $12.7 million during the comparable 2001 period due to an increase in universal life sales.

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Protection Products Segment — New Business Information for the six-month period ended June 30, 2002 compared to the six-month period ended June 30, 2001

Total new annualized and single life insurance premiums for the six-month period ended June 30, 2002 were $110.0 million, compared with $97.1 million during the comparable prior year period.

The increase was primarily due to increased sales of COLI/BOLI which were $49.1 million for the six-month period ended June 30, 2002, compared to $36.3 million for the comparable prior year period. Corporate sales are large-premium cases, which typically generate revenues that can fluctuate considerably from quarter-to-quarter.

New life insurance premiums (first-year and single premiums) through the career network decreased for the six-month period ended June 30, 2002 to $34.0 million compared to $38.3 million for the comparable prior year period.

USFL sales were $26.9 million for the six-month period ended June 30, 2002, compared to $22.5 million during the comparable 2001 period due to an increase in universal life sales.

Accumulation Product Segment

The following tables set forth assets under management as of June 30, 2002 and June 30, 2001, and changes in the primary components of assets under management for the three and six-month periods ended June 30, 2002 and 2001:

	As of June 30, 2002		As of June 30, 2001
	($ in billions)
Assets under management:
Individual variable annuities	$	3.5	$	4.1
Individual fixed annuities		0.7		0.7
Proprietary retail mutual funds		4.0		4.5
	$	8.2	$	9.3

	For the Three-month Periods Ended June 30,						For the Six-month Periods Ended June 30,
	2002			2001			2002			2001
	($ in billions)
Individual Variable Annuities:
Beginning account value	$	3.9		$	3.9		$	3.9		$	4.4
Sales(1)		0.1			0.1			0.2			0.2
Market appreciation		(0.3	)		0.2			(0.3	)		(0.2	)
Surrenders and withdrawals(1)		(0.2	)		(0.1	)		(0.3	)		(0.3	)
Ending account value	$	3.5		$	4.1		$	3.5		$	4.1
Proprietary Retail Mutual Funds:
Beginning account value	$	4.5		$	4.3		$	4.4		$	4.8
Sales		0.3			0.3			0.7			0.7
Dividends reinvested		0.1			0.1			0.1			0.1
Market appreciation		(0.5	)		0.2			(0.6	)		(0.5	)
Redemptions		(0.4	)		(0.4	)		(0.6	)		(0.6	)
Ending account value	$	4.0		$	4.5		$	4.0		$	4.5

(1) Excludes sales and surrenders associated with an exchange program offered by the Company wherein contractholders surrendered old FPVA contracts and reinvested the proceeds therefrom in a new enhanced FPVA product offered by the Company.

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Accumulation Products Segment — New Business Information for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001

Accumulation sales were $467.0 million for the three-month period ended June 30, 2002 compared to $458.0 million in the comparable prior year period. The Enterprise Group of Funds had sales of $335.0 million, $270.0 million of which were sold through third-party broker-dealers and $65.0 million of which were sold through the Company’s career network. Comparably, second quarter 2001 sales for Enterprise were $356 million, $256 million of which were from third-party broker dealers and $100 million of which were from the career network. The Company’s mutual fund business experienced net inflows of $16.0 million for the quarter ended June 30, 2002. Annuity sales, net of exchanges, were $132.0 million during the three-month period ended June 30, 2002 compared to $102 million during the three-month period ended June 30, 2001.

Accumulation Products Segment — New Business Information for the six-month period ended June 30, 2002 compared to the six-month period ended June 30, 2001

Accumulation sales were $911.0 million for the six-month period ended June 30, 2002 compared to $895 million in the comparable prior year period. The Enterprise Group of Funds had sales of $679 million, $540.0 million of which were sold through third-party broker-dealers and $139.0 million of which were sold through the Company’s career network. Comparably, six month ended 2001 sales for Enterprise were $721 million, $505 million of which were from third-party broker dealers and $216 million of which were from the career network. Due to a decline in the equity markets, accumulation assets under management decreased 8.9% to $8.2 billion as of June 30, 2002 from $9.0 billion as of December 31, 2001.

Retail Brokerage and Investment Banking Segment — Revenue Information for the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001

The Retail Brokerage and Investment Banking segment offers securities brokerage, trading, investment banking, trust, and asset management services to high-net worth individuals and small to mid-size business owners through Advest, Matrix and MSC. The Retail Brokerage and Investment Banking segment revenues were $97.6 million for the three-month period ended June 30, 2002. Advest’s trading revenues improved over the comparable prior year period, however, these improvements were offset by a decrease in interest income on margin accounts as a result of the outsourcing of Advest’s clearing operation which was completed in early 2002. In connection with the outsourcing, Advest entered into an interest-sharing agreement, which has resulted in lower net interest profits in the current year. There was also a corresponding decrease in interest expense in connection with the outsourcing. Advest revenues were $85.3 million for the three-month period ended June 30, 2002, compared to $87.5 million for the three-month period ended June 30, 2001. Revenues from Advest’s private client group were $47.1 million for the three-month period ended June 30, 2002 compared to $56.3 million for the three-month period ended June 30, 2001. Advest’s private client group includes the retail sale of equities, asset management products, fixed income products and annuities to individual investors through Advest financial advisors.

For the three-month period ended June 30, 2002, MSC, a registered securities broker-dealer for MONY’s career network, posted revenues of $11.8 million, compared with $12.1 million during the comparable prior year period.

Retail Brokerage and Investment Banking Segment — Revenue Information for the six-month period ended June 30, 2002 compared to the six-month period ended June 30, 2001

The Retail Brokerage and Investment Banking segment, formed during the first quarter of 2001, had revenues of $188.4 million for the six-month period ended June 30, 2002 compared to $170.9 million for the six-month period ended June 30, 2001. Market volatility and a decrease in trading volume adversely affected revenue at Advest and MSC. Advest revenues were $165.0 million for the six-month period ended June 30, 2002, compared to $145.9 million for the six-month period ended June 30, 2001 on a proforma basis. Revenues from Advest’s private client group were $91.2 million for the six-month period ended June 30, 2002 compared to

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$76.1 million for the comparable prior year period on a proforma basis. Advest’s private client group includes the retail sale of equities, asset management products, fixed income products and annuities to individual investors through Advest financial advisors.

For the six-month period ended June 30, 2002, MSC, a registered securities broker-dealer for MONY’s career network, posted revenues of $22.6 million, compared with $23.1 million during the comparable prior year period.

Liquidity and Capital Resources

MONY Group and MONY Holdings

On February 27, 2002, MONY Group formed a downstream holding company, MONY Holdings, LLC (“MONY Holdings”). On April 30, 2002, MONY Group transferred all of its ownership interests in MONY Life to MONY Holdings, and MONY Holdings, through a structured financing tied to the performance of the Closed Block business within MONY Life, issued $300 million of floating rate insured debt securities (the “Notes”) in a private placement. The Closed Block business consists of MONY Life’s regulatory Closed Block and surplus and related assets within MONY Life that support the business in the regulatory Closed Block.

Proceeds to MONY Holdings from the issuance of the Notes, after all offering and other related expenses, were approximately $289.9 million. Of this amount, $60 million was deposited in a debt service coverage account, pursuant to the terms of the note indenture, to provide liquidity and collateral for the payment of interest and principal on the Notes. These funds will ultimately revert back to the Company, provided that the cash flows from the Closed Block business are sufficient to satisfy MONY Holdings’ obligations under the Notes. The balance of the proceeds aggregating $227.7 million was paid in the form of a dividend by MONY Holdings to MONY Group. Following the receipt of the dividend, MONY Group loaned $48.1 million to MONY Life and $120.9 million to MLOA so that the proceeds from the Notes could be invested in longer duration securities.

The Notes mature on January 21, 2017. Annual scheduled amortization payments will begin on January 21, 2008. Interest on the Notes accrues at an annual rate equal to three-month LIBOR plus 0.55%. Concurrent with the issuance of the Notes, MONY Holdings entered into an interest rate swap contract, which locked in a fixed rate of interest on this indebtedness of 7.19%. Including all costs associated with the offering, the effective cost of the indebtedness is 7.44%.

Pursuant to the terms of this structured financing, MONY Holdings can, subject to certain conditions, issue an additional $150.0 million of this floating rate insured debt in the future. This transaction effectively securitized a portion of the future profits from MONY Life’s Closed Block business. The source of cash flows and the collateral for the payment of principal and interest on the Notes is limited to: (i) the amount of dividends that can be paid by MONY Life which are attributable to the Closed Block business, (ii) net tax payments paid to MONY Holdings pursuant to certain tax sharing agreements, (iii) net payments made to MONY Holdings under the aforementioned interest rate swap, and (iv) amounts on deposit in the debt service coverage account (and the earnings thereon). In addition to the aforementioned cash flows and collateral, investors in the Notes have limited recourse to MONY Holdings in the event of any default under the notes. The amount of dividends attributable to the Closed Block business is determined by applying the New York dividend regulation to the surplus and net gain from operations of MONY Life which is attributable to the Closed Block business, subject to certain adjustments described in the indenture.

MONY Group’s cash inflow principally consists of investment income from its invested assets (including interest from the inter-company surplus notes and principal and interest payments on intercompany demand notes due from MONY Life and MLOA) and dividends from MONY Holdings and MONY Group’s other principal subsidiary, Advest, if declared and paid. MONY Group’s cash outflows principally consist of expenses incurred in connection with the administration of MONY Group’s affairs and interest expense on its outstanding indebtedness. The amount of dividends from MONY Holdings available to MONY Group is largely dependent upon the amount of dividends available to MONY Holdings from MONY Life in excess of that attributable to the Closed Block business, as discussed above. As a holding company, MONY Group’s ability to meet its cash

39

requirements, pay interest expense on its outstanding indebtedness, and pay dividends on its Common Stock substantially depends upon payments from its subsidiaries, including the receipt of: (i) dividends, (ii) principal and interest income on the inter-company surplus and demand notes, and (iii) other payments. The payment of dividends by MONY Life to MONY Holdings is regulated under state insurance law. In addition, payments of principal and interest on the inter-company surplus notes can only be made with the prior approval of the New York Superintendent whenever, in his judgment, the financial condition of such insurer warrants. Such payments may be made only out of surplus funds which are available for such payments under the New York Insurance Law.

Issuance of Senior Notes and Repurchase of Senior Notes

On January 12, 2000, the MONY Group filed a registration statement on Form S-3 with the Securities and Exchange Commission to register certain securities (the “Shelf Registration”). This registration provides the Company with a vehicle to offer various securities to the public, when it deems appropriate, to raise proceeds up to an amount not to exceed $1.0 billion in the aggregate for all issuances of securities thereunder. Through June 30, 2002 the Company issued securities in the form of senior indebtedness of the MONY Group aggregating $575.0 million pursuant to the Shelf Registration.

Capitalization

The Company’s total capitalization, excluding accumulated comprehensive income and short term debt, increased to $2,890.9 million at June 30, 2002, as compared to $2,592.9 million at December 31, 2001. The increase was primarily due to the issuance of $300.0 million of debt on April 30, 2002, as discussed above. The Company’s debt to equity ratio (excluding accumulated comprehensive income and short term debt) was 43.7% at June 30, 2002 as compared to 29.0% at December 31, 2001. The Company’s debt to total capitalization ratio (excluding accumulated comprehensive income and short term debt) increased to 30.4% at June 30, 2002 from 22.3% at December 31, 2001.

MONY Life

MONY Life’s cash inflows are provided mainly from life insurance premiums, annuity considerations and deposit funds, investment income and maturities and sales of invested assets. Cash outflows primarily relate to the liabilities associated with its various life insurance and annuity products, dividends to policyholders, operating expenses, income taxes, acquisitions of invested assets, and principal and interest on its outstanding debt obligations. The life insurance and annuity liabilities relate to MONY Life’s obligation to make benefit payments under its insurance and annuity contracts, as well as the need to make payments in connection with policy surrenders, withdrawals and loans.

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The following table sets forth the withdrawal characteristics and the surrender and withdrawal experience of MONY Life’s total annuity reserves and deposit liabilities at June 30, 2002 and December 31, 2001.

Withdrawal Characteristics of

Annuity Reserves and Deposit Liabilities

	Amount at June 30, 2002		Percent of Total		Amount at December 31, 2001		Percent of Total
	($ in millions)
Not subject to discretionary withdrawal provisions	$	1,149.9	19.9	%	$	1,282.1	20.4	%
Subject to discretionary withdrawal with market value adjustment or at carrying value less surrender charge		3,592.1	62.1			3,946.9	62.8
Subtotal		4,742.0	82.0			5,229.0	83.2
Subject to discretionary withdrawal — without adjustment at carrying value		1,046.2	18.0			1,057.6	16.8
Total annuity reserves and deposit liabilities (gross)		5,788.2	100.0	%		6,286.6	100.0	%
Less reinsurance		70.3				71.2
Total annuity reserves and deposit liabilities (net)	$	5,717.9			$	6,215.4

The following table sets forth by product line the actual surrenders and withdrawals for the periods indicated.

	For the Three-month Periods Ended June 30,				For the Six-month Periods Ended June 30,
	2002		2001		2002		2001
Product Line:
Tradition life	$	84.4	$	89.7	$	167.0	$	187.5
Variable and universal life		12.2		14.2		31.1		42.9
Annuities(1)(3)		117.8		117.0		219.6		251.5
Pensions(2)		16.6		15.1		31.0		48.8
Total	$	231.0	$	236.0	$	448.7	$	530.7

(1) Excludes approximately $16.4 million and $71.1 million for the three months ended June 30, 2002 and 2001, respectively, and $33.3 million and $142.3 million for the six months ended June 30, 2002 and 2001, respectively, relating to surrenders associated with an exchange program offered by MONY Life wherein contract holders surrendered old FPVA contracts and reinvested the proceeds in a new enhanced FPVA product offered by MONY Life.

(2) Excludes transfers between funds within the MONY Life benefit plans.

(3) Includes reclassification of approximately $32.3 million and $37.6 million for the three month discreet period ending June 30, 2002 and 2001, respectively, and $60.7 million and $76.3 million for the six months ended June 30, 2002 and 2001, respectively, for Separate Accounts Deposit Type contract withdrawals.

The Company’s principle sources of liquidity to meet cash flow needs are its portfolio of liquid assets and its net operating cash flow. During the six-month period ended June 30, 2002 the net cash outflow from operations was $(23.3) million, a $29.5 million increase from June 30, 2001 which was $(52.8) million. The increase primarily relates to the timing of payment of liabilities. The Company’s liquid assets include substantial U.S. Treasury holdings, short-term money market investments and marketable long-term fixed maturity securities. Management believes that the Company’s sources of liquidity are adequate to meet its anticipated

41

needs. As of June 30, 2002, the Company had readily marketable fixed maturity securities with a carrying value of $7,406.4 million (including fixed maturities in the Closed Block), which were comprised of $4,247.5 million public and $3,158.9 million private fixed maturity securities. At that date, approximately 92.2% of the Company’s fixed maturity securities were designated in The Securities Valuation Office of the National Association of Insurance Commissioners (“NAIC”) rating categories 1 and 2 (considered investment grade, with a rating of “Baa” or higher by Moody’s or “BBB” or higher by S&P). In addition, at June 30, 2002 the Company had cash and cash equivalents of $494.3 million (including cash and cash equivalents in the Closed Block).

INVESTMENTS

The following discussion excludes invested assets transferred in the Group Pension Transaction and the trading securities of Advest. This discussion should be read in conjunction with the summary financial information regarding assets transferred in the Group Pension Transaction presented in Note 4 to the Unaudited Interim Condensed Consolidated Financial Statements.

The following table sets forth the results of the major categories of the Company’s general account invested assets.

	As of June 30, 2002				As of December 31, 2001
	Carrying Value		% of Total		Carrying Value		% of Total
	($ in millions)
Invested Assets
Fixed Maturities, available-for-sale, at fair value	$	7,406.4	64.3	%	$	6,976.1	62.8	%
Equity Securities, available-for-sale, at fair value		288.1	2.5			299.2	2.7
Mortgage loans on real estate		1,757.8	15.3			1,809.7	16.3
Policy loans		1,212.0	10.5			1,229.0	11.1
Other invested assets		363.4	3.1			347.5	3.1
Cash and equivalents		494.3	4.3			441.0	4.0
Invested assets, excluding trading securities	$	11,522.0	100.0	%	$	11,102.5	100.0	%

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The following table illustrates the net investment income yields on average assets for each of the components of the Company’s investment portfolio, excluding net realized gains and losses as of the indicated dates. The yields are based on quarterly average carrying values (excluding unrealized gains and losses in the fixed maturity asset category). Equity real estate income is shown net of operating expenses, depreciation and minority interest. Total investment income includes non-cash income from amortization, payment-in-kind distributions and undistributed equity earnings. Investment expenses include mortgage servicing fees and other miscellaneous fees.

Investment by Asset Category

	Three months ended June 30,				Six-months ended June 30,
	2002		2001		2002		2000
Fixed Maturity Securities	7.1	%	7.4	%	7.1	%	7.5	%
Equity securities(1)	(6.2	)	7.9		0.9		1.1
Mortgage loans on real estate	8.0		7.9		7.8		7.9
Policy loans	7.0		6.7		7.0		6.8
Real estate	6.2		8.4		9.3		7.7
Cash and cash equivalents	2.0		4.7		2.0		4.3
Other invested assets	18.4		7.8		14.9		5.2
Total invested assets before investment expenses	6.8	%	7.2	%	7.0		7.1	%
Investment expenses	(0.3	)	(0.3	)	(0.3	)	(0.4	)
Total invested assets after investment expenses(1)	6.5	%	6.9	%	6.7	%	6.7	%

(1) The decrease in net investment income yields was primarily due to a decrease in limited partnership income included in the equity securities asset category of $(10.9) million for the three-month period ended June 30, 2002. The net investment income yields excluding the limited partnership income are 6.8% and 6.9% for the three-month periods ended June 30, 2002 and 2001, respectively, and 6.8% and 6.9% for the six-month periods ending June 30, 2002 and 2001, respectively.

The yield on general account invested assets (including net realized gains and losses on investments) was 5.6% and 7.0% for the three-month periods ended June 30, 2002 and 2001, respectively, and 6.2% and 6.8% for the six-month periods ended June 30, 2002 and 2001, respectively.

Fixed Maturity Securities

Fixed maturity securities consist of publicly traded debt securities, privately placed debt securities and small amounts of redeemable preferred stock, and represented 64.3% and 62.8% of total invested assets at June 30, 2002 and December 31, 2001, respectively.

The securities Valuation office of the NAIC evaluates the bond investments of insurers for regulatory reporting purposes and assigns securities to one of six investment categories called “NAIC Designations”. The NAIC Designations closely mirror the Nationally Recognized Securities Rating Organizations’ credit ratings for marketable bonds. NAIC Designations 1 and 2 include bonds considered investment grade (“Baa” or higher by Moody’s, or “BBB” or higher by S&P) by such rating organizations. NAIC Designations 3 through 6 are referred to as below investment grade (“Ba” or lower by Moody’s, or “BB” or lower by S&P).

The following table presents the Company’s fixed maturities by NAIC Designation and the equivalent ratings of the Nationally Recognized Rating Organizations as of the dates indicated, as well as the percentage, based on fair value, that each designation comprises.

43

TOTAL FIXED MATURITY SECURITIES BY CREDIT QUALITY

		As of June 30, 2002						As of December 31, 2001
NAIC Rating	Rating Agency Equivalent Designation	Amortized Cost		% of Total		Estimated Fair Value		Amortized Cost		% of Total		Estimated Fair Value
		($ in millions)
1	Aaa/Aa/A	$	4,146.6	58.2	%	$	4,310.6	$	3,807.8	56.2	%	$	3,920.1
2	Baa		2,419.3	33.8	%		2,501.0		2,390.2	34.8	%		2,430.7
3	Ba		421.1	5.6	%		411.2		432.5	6.1	%		424.6
4	B		72.7	1.0	%		74.0		101.1	1.5	%		102.8
5	Caa and lower		17.6	0.2	%		18.6		35.7	0.5	%		33.6
6	In or near default		35.8	0.4	%		33.4		6.3	0.1	%		7.6
	Subtotal		7,113.1	99.2	%		7,348.8		6,773.6	99.2	%		6,919.4
	Redeemable preferred stock		55.6	0.8	%		57.6		55.6	0.8	%		56.7
	Total Fixed Maturities	$	7,168.7	100.0	%	$	7,406.4	$	6,829.2	100.0	%	$	6,976.1

Of the Company’s total portfolio of fixed maturity securities at June 30, 2002, 92.2% were investment grade and 8.0% were below investment grade, based on designations assigned by the Securities Valuation Office of the NAIC.

The Company reviews all fixed maturity securities at least once each quarter and identifies investments that management concludes require additional monitoring. Among the criteria are: (i) violation of financial covenants, (ii) public securities trading at a substantial discount as a result of specific credit concerns, and (iii) other subjective factors relating to the issuer.

The Company defines problem securities in the fixed maturity category as securities (i) as to which principal and/or interest payments are in default or are to be restructured pursuant to commenced negotiations or (ii) issued by a company that went into bankruptcy subsequent to the acquisition of such securities or (iii) are deemed to have other than temporary impairments to value.

The Company defines potential problem securities in the fixed maturity category as securities that are deemed to be experiencing significant operating problems or difficult industry conditions. Typically these credits are experiencing or anticipating liquidity constraints, having difficulty meeting projections/budgets and would most likely be considered a below investment grade risk.

The Company defines restructured securities in the fixed maturity category as securities where a concession has been granted to the borrower related to the borrower’s financial difficulties that the Company would not have otherwise considered. The Company restructures certain securities in instances where a determination was made that greater economic value will be realized under the new terms than through liquidation or other disposition. The terms of the restructure generally involve some or all of the following characteristics: a reduction in the interest rate, an extension of the maturity date and a partial forgiveness of principal and/or interest. There were no restructured fixed maturities at June 30, 2002 and December 31, 2001.

As of June 30, 2002 the fair value of the Company’s problem, potential problem and restructured fixed maturity securities were $71.4 million, $14.4 million and $0.0 million, respectively, which, in the aggregate, represented approximately 1.2% of total fixed maturities. As of December 31, 2001, the fair value of the Company’s problem, potential problem and restructured fixed maturity securities were $66.7 million, $16.1 million and $0.0 million, respectively, which, in the aggregate, represented approximately 1.2% of total fixed maturity securities.

At June 30, 2002, the Company’s largest unaffiliated single concentration of fixed maturities was $316.2 million of Federal National Mortgage Association (“FNMA”) fixed maturities which represents 2.7% of total invested assets. The largest non-government issuer consists of $200.0 million of notes purchased in connection with the Group Pension Transaction. These notes represent approximately 1.7% of total invested assets at June 30, 2002. No other individual non-government issuer represents more than 0.4% of total invested assets.

44

The Company held approximately $1,136.6 million and $1,088.0 million of mortgage-backed and asset-backed securities as of June 30, 2002 and December 31, 2001, respectively. Of such amounts, $361.5 million and $294.9 million, or 30.9% and 27.1%, respectively, represented agency-issued pass-through and collateralized mortgage obligations (“CMOs”) secured by Federal National Mortgage Association, FHLMC, Government National Mortgage Association and Canadian Housing Authority collateral. The balance of such amounts was comprised of other types of mortgage-backed and asset-backed securities. The Company believes that its active monitoring of its portfolio of mortgage-backed securities and the limited extent of its holdings of more volatile types of mortgage-backed securities mitigate the Company’s exposure to losses from prepayment risk associated with interest rate fluctuations for this portfolio. At June 30, 2002 and December 31, 2001, 89.0% and 87.0%, respectively, of the Company’s mortgage-backed and asset-backed securities were assigned an NAIC Designation of 1 at such dates.

The following table presents the types of mortgage-backed securities (“MBSs”), as well as other asset-backed securities, held by the Company as of the dates indicated.

Mortgage and Asset-backed Securities

	As of June 30, 2002		As of December 31, 2001
	($ in millions)
CMOs	$	381.0	$	449.2
Pass-through securities		127.1		22.0
Commercial MBSs		142.0		135.4
Asset-backed securities		486.5		481.4
Total MBSs and asset-backed securities	$	1,136.6	$	1,088.0

The amortized cost and estimated fair value of fixed maturity securities, by contractual maturity dates, (excluding scheduled sinking funds) as of June 30, 2002 and December 31, 2001 are as follows:

Fixed Maturity Securities by Contractual Maturity Dates

	As of June 30, 2002				As of December 31, 2001
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	($ in millions)
Due in one year or less	$	450.9	$	457.5	$	346.1	$	354.9
Due after one year through five years		2,074.7		2,159.2		1,996.8		2,071.2
Due after five years through ten years		2,555.4		2,656.3		2,480.2		2,527.4
Due after ten years		984.5		996.8		939.0		934.6
Subtotal		6,065.5		6,269.8		5,762.1		5,888.1
Mortgage-backed and other asset-backed securities		1,103.2		1,136.6		1,067.1		1,088.0
Total	$	7,168.7	$	7,406.4	$	6,829.2	$	6,976.1

Mortgage Loans

Mortgage loans, consisting of commercial, agricultural and residential loans, comprised 15.3% and 16.3% of total invested assets at June 30, 2002 and December 31, 2001, respectively. As of June 30, 2002 and December 31, 2001, commercial mortgage loans comprised $1,455.1 million and $1,507.8 million or 82.8% and 83.3% of total mortgage loan investments, respectively. Agricultural loans comprised $301.9 million and $301.1

45

million or 17.2% and 16.6% of total mortgage loans, respectively and residential mortgages comprised $0.8 million and $0.8 million or 0.0% and 0.1% of total mortgage loan investments at June 30, 2002 and December 31, 2001, respectively.

Commercial Mortgage Loans

For commercial mortgages, the carrying value of the largest amount loaned on any one single property aggregated $53.0 million and represented less than 0.5% of general account invested assets as of June 30, 2002. Amounts loaned on 20 properties were $20.0 million or greater, representing in the aggregate 38.2% of the total carrying value of the commercial loan portfolio at the same date. Total mortgage loans to the five largest borrowers accounted in the aggregate for approximately 18.7% of the total carrying value of the commercial loan portfolio and less than 2.4% of the total invested assets at June 30, 2002.

Problem, Potential Problem and Restructured Commercial Mortgages

Commercial mortgage loans are stated at their unpaid principal balances, net of valuation allowances and writedowns for impairment. The Company provides valuation allowances for commercial mortgage loans considered to be impaired. Mortgage loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When the Company determines that a loan is impaired, a valuation allowance for loss is established for the excess of the carrying value of the mortgage loan over its estimated fair value. Estimated fair value is based on the fair value of the collateral. The provision for loss is reported as a realized loss on investment.

The Company reviews its mortgage loan portfolio and analyzes the need for a valuation allowance for any loan which is delinquent for 60 days or more, in process of foreclosure, restructured, on “watchlist”, or which currently has a valuation allowance. Loans which are delinquent and loans in process of foreclosure are categorized by the Company as “problem” loans. Loans with valuation allowances, but which are not currently delinquent, and loans which are on watchlist are categorized by the Company as “potential problem” loans. Loans for which the original terms of the mortgages have been modified or for which interest or principal payments have been deferred are categorized by the Company as “restructured” loans.

The carrying value of commercial mortgage loans at June 30, 2002 was $1,455.1 million, which amount is net of valuation allowances aggregating $11.0 million, representing management’s best estimate of cumulative impairments at such date. However, there can be no assurance that increases in valuation allowances will not be necessary. Any such increases may have a material adverse effect on the Company’s financial position and results of operations.

As of June 30, 2002 the carrying value of potential problem loans aggregated $60.6 million net of $6.5 million in valuation allowances and restructured loans aggregated $33.9 million net of $4.5 million in valuation allowances. The Company had no problem loans as of June 30, 2002.

In addition to valuation allowances and impairment writedowns recorded on specific commercial mortgage loans classified as problem, potential problem, and restructured mortgage loans, the Company records a non-specific estimate of expected losses on all other such mortgage loans based on its historical loss experience for such investments. As of June 30, 2002, such reserves were $17.9 million.

Agricultural Mortgage Loans

The carrying value of the Company’s agricultural mortgage loans was $301.9 million at June 30, 2002 representing 17.2% of total mortgage assets and 2.6% of general account invested assets at such dates. The agricultural mortgage portfolio is diversified both geographically and by type of product. The security for these loans includes row crops, permanent plantings, dairies, ranches and timber tracts.

The Company defines problem, potential problem and restructured agricultural mortgages in the same manner as it does for commercial mortgages. Total problem, potential problem and restructured agricultural mortgages as of June 30, 2002 were $20.5 million.

46

In addition to valuation allowances and impairment writedowns recorded on specific commercial mortgage loans classified as problem, potential problem, and restructured mortgage loans, the Company records a non-specific estimate of expected losses on all other such mortgage loans based on its historical loss experience for such investments. As of June 30, 2002, such reserves were $2.8 million.

Other Invested Assets

Other invested assets as of June 30, 2002 and December 31, 2001 are as follows:

	Other Invested Assets
	June 30, 2002		December 31, 2001
	($ in millions)
Real estate	$	241.2	$	230.8
Mezzanine real estate loans		39.2		46.7
Partnership equities		45.5		39.4
Receivables		17.0		16.9
Other		20.5		13.7
	$	363.4	$	347.5

Equity Securities

Common Stocks — The Company’s investments in common stocks represented 0.6% of invested assets at June 30, 2002 and December 31, 2001, respectively. The Company’s investments in common stocks are classified as available-for-sale and are reported at estimated fair value. Unrealized gains and losses on the Company’s common stocks are reported as a separate component of other comprehensive income, net of deferred income taxes, and an adjustment for the effect on deferred policy acquisition costs that would have occurred if such gains and losses had been realized.

Limited partnership interests — The Company accounts for its investments in limited partnership interests in accordance with either the equity method of accounting or the cost method of accounting depending upon the Company’s percentage of ownership of the partnership and the date the partnership interest was acquired.

The following table sets forth the carrying value of the Company’s investments in limited partnerships by investment sector as of the periods indicated:

	As of June 30, 2002				As of December 31, 2001
	($ in millions)
Information technology	$	107.9	48.4	%	$	107.5	46.8	%
Domestic LBO		51.7	23.2			50.4	22.0
Life sciences		15.3	6.9			20.0	8.7
Telecommunications		3.7	1.6			8.6	3.7
International LBO		14.4	6.5			14.0	6.1
Merchant banking		20.9	9.4			11.9	5.2
Other		8.8	4.0			17.3	7.5
Total venture capital partnership investments by sector	$	222.7	100.0	%	$	229.7	100	%

47

At June 30, 2002 and December 31, 2001, the industry sectors underlying the investments in equity limited partnerships comprised 48.4% and 46.8% in information technology, 23.2% and 22.0% in domestic LBO, and 28.4% and 31.2% in other industry sectors none of which exceeded 10.0% of total equity limited partnerships, respectively.

At June 30, 2002 and December 31, 2001, the Company had investments in approximately 56 and 54 different limited partnership which represents 1.9% and 2.1%, respectively, of the Company’s general account invested assets. Investments results for the portfolio are dependent upon, among other things, general market conditions for initial and secondary offerings of common stock. For the three-month periods ended June 30, 2002 and 2001, investment income (loss) from equity partnership interests (which is comprised primarily of the Company’s pro rata share of income reported by partnership investments accounted for under the equity method and income recognized upon distribution for partnership investments accounted for under the cost method) was approximately $4.7 million and $6.3 million respectively.

Investment Impairments and Valuation Allowances

The cumulative asset specific impairment adjustments and provisions for valuation allowances that were recorded as of the end of each period indicated are shown in the table below and are reflected in the corresponding asset values discussed above.

Cumulative Impairment Adjustments and Provisions

For Valuation Allowances on Investments

	As of June 30, 2002						As of December 31, 2001
	Impairment Adjustments		Valuation Allowances		Total		Impairment Adjustments		Valuation Allowances		Total
	($ in millions)
Fixed maturities	$	54.7	$	—	$	54.7	$	48.2	$	—	$	48.2
Equity securities		6.6		—		6.6		2.6		—		2.6
Mortgages		11.1		20.8		31.9		11.1		28.4		39.5
Real estate(1)		11.0		4.1		15.1		14.4		0.8		15.2
Total	$	83.4	$	24.9	$	108.3	$	76.3	$	29.2	$	105.5

(1) Includes $2.9 million and $5.9 million at June 30, 2002 and December 31, 2001, respectively, relating to impairments taken upon foreclosure of mortgage loans.

48

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosure regarding the Company’s exposures to market risk, as well as the Company’s objectives, policies and strategies relating to the management of such risks, is set forth in the MONY Group’s 2001 Annual Report on Form 10-K. The relative sensitivity to changes in fair value from interest rates and equity prices at June 30, 2002 is not materially different from that presented in MONY Group’s 2001 Annual Report on Form 10-K.

49

PART II

OTHER INFORMATION

Item 1.    Legal Proceedings

See Note 5 of the Unaudited Interim Condensed Consolidated Financial Statements included in Part I of this Report. Except as disclosed in Note 5, there have been no new material legal proceedings and no new material developments in matters previously reported in MONY Group’s 2001 Annual Report. In addition to the matters discussed therein, in the ordinary course of its business the Company is involved in various other legal actions and proceedings (some of which may involve demands for unspecified damages), none of which is expected to have a material adverse effect on the Company.

Item 4.    Submission of Matters to a Vote of Security Holders.

The Board of Directors of the Company consists of three classes of directors, with the members of each class holding office until their successors are duly elected and qualified. At each Annual Meeting of Shareholders of the Company, the successors to the class of directors whose term expires at such meeting are elected to hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of election. At the Annual Meeting of Shareholders of the Company held on May 15, 2002, the five nominees listed below were elected as directors to hold office for terms ending May 2005 or until their respective successors shall have been elected or qualified. The following directors, constituting the members of the two classes of directors whose terms did not expire at such annual meeting, continued to serve as directors of the Company after such meeting, Tom H. Barrett, David L. Call, James B. Farley, Samuel J. Foti, Jane C. Pfeiffer, Robert Holland Jr., Robert R. Kiley, Michael I. Roth and Thomas C. Theobald. In addition, at such annual meeting, the Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent accountants and approved The MONY Group Inc. 2002 Annual Incentive Plan for Senior Executive Officers, The MONY Group Inc. 2002 Long Term Performance Plan for Senior Executive Officers and The MONY Group Inc. 2002 Stock Option Plan. The number of votes cast for and against and abstentions as to each of these matters was as follows:

(a)  Election of Directors:

Name of Director	Votes For	Votes Against
G. Robert Durham	26,079,077	1,420,670
James L. Johnson	26,232,306	1,267,441
Frederick W. Kanner	26,049,628	1,450,119
Kenneth M. Levine	26,266,613	1,233,134
David M. Thomas	26,255,484	1,244,263

(b)  Ratification of Appointment of Independent Accountants:

Votes For	Votes Against	Abstentions
26,092,231	1,149,598	257,918

(c)  Approval of The MONY Group Inc. 2002 Annual Incentive Plan for Senior Executive Officers:

Votes For	Votes Against	Abstentions
21,023,847	5,697,273	778,627

(d)  Approval of The MONY Group Inc. 2002 Long Term Performance Plan for Senior Executives Officers:

Votes For	Votes Against	Abstentions
21,090,757	5,640,753	768,237

50

(e)  Approval of The MONY Group Inc. 2002 Stock Option Plan:

Votes For	Votes Against	Abstentions
17,713,263	5,012,921	671,539

Item 6.   Exhibits and Reports on 8-K

(a)  Exhibits

10.1 The MONY Group Inc. 2002 Annual Incentive Plan for Senior Executive Officers.(1)

10.2 The MONY Group Inc. 2002 Long Term Performance Plan for Senior Executive Officers.(1)

10.3 The MONY Group Inc. 2002 Stock Option Plan.(1)

10.4 Series A Floating Rate Insured Notes Indenture among MONY Holdings, LLC, Ambac Assurance Corporation, The MONY Group Inc. and Bank One Trust Company, N.A., as Trustee.*

10.5 Form of Series A Floating Rate Insured Global Note.*

10.6 Insurance Agreement dated as of April 30, 2002 among Ambac Assurance Corporation, MONY Holdings, LLC, The MONY Group Inc., MONY Life Insurance Company and Bank One Trust Company, N.A., as Indenture Trustee.*

10.7 Exchange and Registration Rights Agreement, dated April 30, 2002 by and among MONY Holdings, LLC and the Purchasers.*

(b)  Reports on Form 8-K

(1) Current Report on Form 8-K filed with SEC on April 30, 2002 (responding to Items 5 and 7 of Form 8-K).

(2) Current Report on Form 8-K filed with SEC on May 7, 2002 (responding to Items 5, 7 and 9 of Form 8-K).

* Filed herewith

(1) Incorporated herein by reference to Exhibit A, B, C to the Registrant’s Proxy Statement included in Schedule 14A filed with the Commission on March 29, 2002.

51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE MONY GROUP INC.
By:	/s/    RICHARD DADDARIO
	Richard Daddario Executive Vice President and Chief Financial Officer (Authorized Signatory and Principal Financial Officer)

Date:    August 14, 2002

By:	/s/    ARNOLD BROUSELL
	Arnold Brousell Vice President—Financial Reporting and Chief Accounting Officer

Date:    August 14, 2002

Officer Certifications

I, Michael I. Roth, Chief Executive Officer of The MONY Group Inc., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of The MONY Group Inc.

/s/    MICHAEL I. ROTH

Michael I. Roth

August 14, 2002

I, Richard Daddario, Chief Financial Officer of The MONY Group Inc., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of The MONY Group Inc.

/s/    RICHARD DADDARIO

Richard Daddario

August 14, 2002

52

EX-10.4

MONY Holdings, LLC,

as Issuer,

AND

Ambac Assurance Corporation,

AND

The MONY Group Inc.,

solely for the limited purposes set forth in Sections 6.06, 11.05, 11.10(1) and 11.13(22),

TO

Bank One Trust Company, N.A.

as Trustee

Indenture

Dated as of April 30, 2002

$300,000,000

Series A Floating Rate Insured Notes due January 21, 2017

Additional Floating Rate Insured Notes

Additional Fixed Rate Insured Notes

TABLE OF CONTENTS

		PAGE
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Form of Documents Delivered to Trustee and the Insurer.	22
SECTION 1.03.	Acts of Holders; Record Dates.	22
SECTION 1.04.	Notices, Etc., to Trustee, Company and Insurer.	24
SECTION 1.05.	Notice to Holders.	25
SECTION 1.06.	Waiver.	25
SECTION 1.07.	Conflict with TIA.	25
SECTION 1.08.	Effect of Headings and Table of Contents	25
SECTION 1.09.	Successors and Assigns.	26
SECTION 1.10.	Severability Clause.	26
SECTION 1.11.	Benefits of Indenture.	26
SECTION 1.12.	Governing Law.	26
SECTION 1.13.	Business Day Convention.	26
SECTION 1.14.	Non-Petition Clause.	26
ARTICLE TWO NOTE FORMS		27
SECTION 2.01.	Forms Generally.	27
SECTION 2.02.	Form of Legends.	28
SECTION 2.03.	Form of Legend for Global Notes.	29
SECTION 2.04.	Form of Trustee’s Certificate of Authentication.	30
ARTICLE THREE THE NOTES		30
SECTION 3.01.	Title and Terms.	30
SECTION 3.02.	Denominations.	31
SECTION 3.03.	Execution, Authentication, Delivery and Dating.	31
SECTION 3.04.	Temporary Notes.	31
SECTION 3.05.	Tax Treatment.	32
SECTION 3.06.	Registration; General Provisions Relating to Transfer and Exchange; Exchange of Exchange Notes for Original Notes.	32
SECTION 3.07.	Restrictions on Transfer.	35
SECTION 3.08.	Mutilated, Destroyed, Lost and Stolen Notes.	39
SECTION 3.09.	Payment of Principal and Interest.	39
SECTION 3.10.	Persons Deemed Owners.	40
SECTION 3.11.	Cancellation.	41
SECTION 3.12.	CUSIP, ISIN and Common Code Numbers.	41
ARTICLE FOUR DEBT SERVICE COVERAGE ACCOUNT		41
SECTION 4.01.	Establishment of Debt Service Coverage Account.	41

i

SECTION 4.02.	Initial Deposit in DSCA-Subaccount OB.	42
SECTION 4.03.	Deposits in the DSCA-Subaccount CBB.	42
SECTION 4.04.	Provision of Information by the Company.	43
SECTION 4.05.	Withdrawal and Application of Funds.	45
SECTION 4.06.	Statement of Account.	48
SECTION 4.07.	Inter-Business Loans.	49
SECTION 4.08.	Subaccount OB Deposits.	49
SECTION 4.09.	Investment of Funds in Debt Service Coverage Account.	51
SECTION 4.10.	Deficiency of Funds in Debt Service Coverage Account.	51
SECTION 4.11.	Additional Reserve Account.	53
ARTICLE FIVE SATISFACTION AND DISCHARGE		55
SECTION 5.01.	Satisfaction and Discharge of Indenture.	55
SECTION 5.02.	Application of Money in the Debt Service Coverage Account and the Escrow Account.	56
ARTICLE SIX REMEDIES		56
SECTION 6.01.	Events of Default.	56
SECTION 6.02.	Acceleration of Maturity; Rescission and Annulment; Foreclosure.	58
SECTION 6.03.	Suits for Enforcement by Trustee.	60
SECTION 6.04.	Remedies Regarding Collateral; Application of Proceeds.	60
SECTION 6.05.	Application of Moneys Collected.	61
SECTION 6.06.	Limited Recourse.	63
SECTION 6.07.	Trustee May File Proofs of Claim.	64
SECTION 6.08.	Trustee May Enforce Claims Without Possession of Notes.	64
SECTION 6.09.	Limitation on Suits.	65
SECTION 6.10.	Unconditional Right of Holders to Receive Principal and Interest.	65
SECTION 6.11.	Restoration of Rights and Remedies.	66
SECTION 6.12.	Remedies Not Exclusive.	66
SECTION 6.13.	Delay or Omission Not Waiver.	66
SECTION 6.14.	Control of Proceedings.	66
SECTION 6.15.	Waiver of Past Defaults.	67
SECTION 6.16.	Undertaking for Costs.	67
SECTION 6.17.	Waiver of Usury, Stay or Extension Laws.	67
SECTION 6.18.	Trigger Events.	68
SECTION 6.19.	Subrogation of Insurer.	69
ARTICLE SEVEN THE TRUSTEE		69
SECTION 7.01.	Certain Duties and Responsibilities.	69
SECTION 7.02.	Notice of Defaults.	71
SECTION 7.03.	Certain Rights of Trustee.	71
SECTION 7.04.	Not Responsible for Recitals or Issuance of Notes.	72

ii

SECTION 7.05.	May Hold Notes.	72
SECTION 7.06.	Money Held in Trust.	73
SECTION 7.07.	Compensation and Reimbursement.	73
SECTION 7.08.	Disqualification; Conflicting Interests.	73
SECTION 7.09.	Corporate Trustee Required; Eligibility.	73
SECTION 7.10.	Resignation and Removal; Appointment of Successor.	74
SECTION 7.11.	Acceptance of Appointment by Successor.	75
SECTION 7.12.	Merger, Conversion, Consolidation or Succession to Business.	76
SECTION 7.13.	Preferential Collection of Claims Against Company.	76
SECTION 7.14.	Appointment of Authenticating Agent.	76
ARTICLE EIGHT HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY		78
SECTION 8.01.	Company to Furnish Trustee Names and Addresses of Holders.	78
SECTION 8.02.	Preservation of Information; Communications to Holders.	78
SECTION 8.03.	Reports by Trustee.	79
SECTION 8.04.	Reports by Company.	79
ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; CLOSED BLOCK REINSURANCE		81
SECTION 9.01.	Company May Consolidate, Etc., Only on Certain Terms.	81
SECTION 9.02.	Successor Substituted.	82
SECTION 9.03.	Closed Block Reinsurance.	82
ARTICLE TEN SUPPLEMENTAL INDENTURES		84
SECTION 10.01.	Supplemental Indentures Without Consent of Holders.	84
SECTION 10.02.	Supplemental Indentures With Consent of Holders.	85
SECTION 10.03.	Execution of Supplemental Indentures.	86
SECTION 10.04.	Effect of Supplemental Indentures.	87
SECTION 10.05.	Conformity with TIA.	87
SECTION 10.06.	Reference in Notes to Supplemental Indentures.	87
ARTICLE ELEVEN COVENANTS		87
SECTION 11.01.	Payment of Notes.	87
SECTION 11.02.	Maintenance of Office or Agency.	88
SECTION 11.03.	Money for Note Payments to Be Held in Trust.	88
SECTION 11.04.	Statement by Officers as to Default.	90
SECTION 11.05.	Existence.	90
SECTION 11.06.	Business of the Company, MONY Life and its Subsidiaries.	91
SECTION 11.07.	Maintenance of Properties.	93
SECTION 11.08.	Payment of Taxes and Other Claims.	93
SECTION 11.09.	Limitation on Indebtedness.	94
SECTION 11.10.	Limitations Relating to the Closed Block Business.	94
SECTION 11.11.	Dividends.	96

iii

SECTION 11.12.	Management of Closed Block, Surplus and Related Assets and Debt Service Coverage Account.	96
SECTION 11.13.	Non-Consolidation.	97
SECTION 11.14.	Waiver of Certain Covenants.	99
ARTICLE TWELVE REDEMPTION OF NOTES		100
SECTION 12.01.	Right of Redemption by the Company.	100
SECTION 12.02.	Redemption by the Company by Action of the Insurer.	100
SECTION 12.03.	Redemption Due to Sale of All or Substantially All of Closed Block Business.	100
SECTION 12.04.	Redemption Due to Change of Control.	100
SECTION 12.05.	Election to Redeem; Notice to Trustee.	101
SECTION 12.06.	Notice of Redemption.	101
SECTION 12.07.	Deposit of Redemption Price.	102
SECTION 12.08.	Notes Payable on Redemption Date.	102
SECTION 12.09.	Notes Redeemed in Part.	102
SECTION 12.10.	Release of Company.	103
ARTICLE THIRTEEN DEFEASANCE		103
SECTION 13.01.	Company’s Option to Effect Defeasance.	103
SECTION 13.02.	Defeasance and Discharge.	103
SECTION 13.03.	Conditions to Defeasance.	104
SECTION 13.04.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	106
SECTION 13.05.	Reinstatement.	106
ARTICLE FOURTEEN DIVIDEND ALLOCATION		107
SECTION 14.01.	Dividend Allocation.	107
ARTICLE FIFTEEN COLLATERAL AND SECURITY		109
SECTION 15.01.	Obligations Secured Hereby.	109
SECTION 15.02.	Collateral.	110
SECTION 15.03.	Management of Swaps and Tax Agreements Prior to Event of Default.	111
SECTION 15.04.	Perfection of Security Interest in Collateral.	111
SECTION 15.05.	Continuing Security Interest; Termination.	112
SECTION 15.06.	Protection of Collateral.	112
SECTION 15.07.	Performance of Obligations.	113
SECTION 15.08.	Further Assurances.	113
SECTION 15.09.	Power of Attorney.	114
SECTION 15.10.	No Pledge of Collateral to Others.	114
SECTION 15.11.	No Change in Issuer’s Name, Structure or Office.	114
SECTION 15.12.	Release of Collateral.	115

iv

EXHIBITS

Exhibit A	Form of Series A Note
Exhibit B	Certificate for Transfer for Restricted Certificated and Restricted Global Notes
Exhibit C-1	Certificate for Transfers from Restricted Global Note to Temporary Regulation S Global Note
Exhibit C-2	Certificate for Transfers from Restricted Global Note to Regulation S Global Note
Exhibit C-3	Certificate for Transfers from Temporary Regulation S Global Note or Regulation S Global Note to Restricted Global Note
Exhibit C-4	Certificate for Transfers from Restricted Certificated Note to Restricted Global Note
Exhibit C-5	Certificate for Transfers from Restricted Certificated Note to Regulation S Global Note
Exhibit C-6	Certificate for Transfers from Restricted Certificated Note to Temporary Regulation S Global Note
Exhibit C-7	Certificate from Owner of Beneficial Interest in a Temporary Regulation S Global Note
Exhibit C-8	Certificate from Transferee of Beneficial Interest in a Temporary Regulation S Global Note
Exhibit C-9	Certificate from Euroclear or Clearstream to Trustee, as Notes Registrar, for Exchange of Beneficial Interest in Temporary Regulation S Global Note
Exhibit D	Investment Policy Statement for Surplus and Related Assets
Exhibit E	Investment Policy Statement for the Debt Service Coverage Account
Exhibit F	Closed Block Business Administrative Payments
Exhibit G	Expenses of MONY Holdings to be paid from Debt Service Coverage Account
Exhibit H	Schedule of Projected Closed Block Asset/Liability Ratios
Exhibit I	Form of Statement of Account

v

Exhibit J	Form of Notice of Due Payments
Exhibit K	Form of Notice of Due Tax Payments
Exhibit L	Form of Notice of Required Account Deposit
Exhibit M	Form of Notice of Account Deposit
Exhibit N	Form of Notice of Current Ratings
Exhibit O	Form of Subordination Provisions
Exhibit P	Form of Notice of Glide Path Actual Ratio
Exhibit Q	Form of Supplemental Indenture relating to Issuance of Additional Notes
Exhibit R	Cross-references to the Trust Indenture Act
Annex A	Modification to Statutory Accounting Principles for Use in Determining Closed Block Business Surplus

vi

INDENTURE, dated as of April 30, 2002, among MONY Holdings, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1740 Broadway, New York, New York 10019, Facsimile Number (212) 708-2995, Ambac Assurance Corporation, an insurance company incorporated under the laws of the State of Wisconsin (herein called the “Insurer”), The MONY Group Inc., a company duly incorporated under the laws of the State of Delaware (herein called “MONY Group”), solely for the limited purposes set forth herein, and Bank One Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of the Series A Floating Rate Insured Notes due January 21, 2017 (which are referred to in the Insurance Policy as the “Series A Floating Rate Notes due 2017”) (the “Series A Notes”) of the tenor and amount hereinafter set forth, and (ii) to provide for the issuance from time to time of additional series of floating rate and fixed rate insured notes as herein provided (the “Additional Floating Rate Notes” and “Additional Fixed Rate Notes”, as appropriate, and together, the “Additional Notes”).

All things necessary to make the Series A Notes, when executed by the Company and authenticated and delivered under this Indenture and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by their Holders, it is mutually agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 1.01.    Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)  the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)  all other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein;

(3)  all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles (“GAAP”) or statutory accounting principles as permitted from time to time by the Superintendent of Insurance of the State of New York (“SAP”), as applicable, and, except as otherwise expressly provided in this Indenture, the terms GAAP and SAP, as the case may be, with respect to any computation required or permitted hereunder shall mean such accounting principles as in effect at the date of such computation;

(4)  unless the context otherwise requires, any reference to an “Article”, “Section” or “Exhibit” refers to an Article or a Section of, or an Exhibit to, this Indenture, as applicable;

(5)  the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(6)  “or” is not exclusive;

(7)  “including” means including without limitation;

(8)  any agreement, instrument or statute referred to in this Indenture or in any instrument or certificate delivered in connection with this Indenture means such agreement, instrument or statute as amended, modified or supplemented from time to time as permitted hereby in the case of agreements or instruments and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; and

(9)  references to a Person are also to its permitted successors and assigns, unless otherwise provided.

“Accounting Period” has the meaning specified in Section 9.03(3)(b).

“Act” when used with respect to any Holder, has the meaning specified in Section 1.03.

“Additional Notes” has the meaning specified in the recitals to this Indenture.

“Additional Fixed Rate Notes” has the meaning specified in the recitals to this Indenture.

“Additional Floating Rate Notes” has the meaning specified in the recitals to this Indenture.

“Additional Reserve Account” has the meaning specified in Section 4.11(3).

2

“Administrative Payment” has the meaning specified in Section 4.11(1).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliated Group’s Tax Sharing Agreement” means the Agreement to Allocate Consolidated Federal Income Tax Liability, effective as of January 1, 1994, among MONY Group and each of its subsidiaries included in the affiliated group of which MONY Group is the parent, as amended from time-to-time.

“Agent Member” means a member of, or participant in, the Depositary.

“A.M. Best” means A.M. Best Company, or any successor thereto, and, if such Person shall for any reason no longer perform the functions of a securities rating agency, “A.M. Best” shall be deemed to refer to any other nationally recognized rating agency designated by the Company; provided, that with respect to the rating of the Notes, the designation shall be with the consent of the Insurer, such consent not to be unreasonably withheld.

“Amount of Insured Deficiency” has the meaning specified in Section 4.10(1)(a).

“Applicable Procedures” has the meaning specified in Section 3.07(2)(a).

“Assessment Date” means, with respect to any Scheduled Payment Date, the date five Business Days prior to such Scheduled Payment Date and, with respect to any Tax Payment Date, the date five Business Days prior to such Tax Payment Date.

“Authenticating Agent” has the meaning specified in Section 7.14.

“Authorized Officer” means:

(1)  with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any Vice President, Assistant Vice President, Assistant Secretary, Assistant Treasurer, Trust Officer or other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture;

(2)  with respect to the Insurer, the Chairman of the Insurer, the President, a Vice Chairman, or any Senior Managing Director, Managing Director, First Vice President or Vice President of the Insurer; and

3

(3)  with respect to the Company, the President, the Chief Financial Officer or any Vice President of the Company.

“Bankruptcy Event” means, with respect to a specified Person:

(1)  the entry of a decree or order by a court or governmental authority having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable bankruptcy, insolvency, reorganization, liquidation, rehabilitation, conservation or other similar law, or appointing a receiver, liquidator, rehabilitator, conservator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days; or

(2)  the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency, reorganization, liquidation, rehabilitation, conservation or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, rehabilitator, conservator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action.

“Base Date” has the meaning specified in the definition of Estimated Debt Service.

“Bloomberg Page BBAM” means the display page of Bloomberg Professional Service designated as BBAM or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates comparable to Three-Month LIBOR.

“Board of Directors” means, when used with respect to MONY Group or MONY Life, either the board of directors of MONY Group or MONY Life, as appropriate, or any duly authorized committee of that board.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York generally are authorized or obligated by law or executive order to close.

“Calculation Agent” means the Company, or any successor Calculation Agent as appointed by the Company with the consent of the Insurer.

“Cash” means immediately available funds denominated in U.S. dollars and on deposit in a demand deposit account.

4

“CB Debt Cash Flow” means the cash and cash flows available to pay principal of, and interest on the Notes without taking into account payments under the Insurance Policy, and equals the sum of:

(i) the earnings on and release of the Surplus and Related Assets (after the payment of Administrative Payments and investment management fees relating to the management of assets in the Closed Block and the Surplus and Related Assets (which fees will not exceed in any year 0.35% of the average market value of the assets of the Closed Block and the Surplus and Related Assets during such year; it being understood that (a) such fee cap will only apply to investment managers that are Affiliates of the Company and (b) fees in the nature of upside sharing formulae relating to equities or real estate mezzanine loans and fees from construction loan origination shall not be subject to the cap)), including any retained earnings of the Closed Block Business within MONY Life, to the extent that MONY Life is able to dividend such amounts to the Company, and

(ii) the earnings on, and the principal of, funds deposited in the DSCA-Subaccount CBB, and

(iii) any net tax payments to the Company pursuant to the CBB Tax Agreement, which will be deposited into the DSCA-Subaccount CBB, and

(iv) any amounts held (including investment income thereon) in the DSCA-Subaccount OB and the DSCA-Subaccount OB (Deposit), and

(v) any net payments received from the Swap Counterparty under the Swaps.

“CB Dividend Percentage” has the meaning specified in Section 14.01(3).

“CBB Tax Agreement” means the Closed Block Business Tax Agreement, dated as of April 30, 2002, between MONY Group and the Company.

“Change of Control” means the occurrence of any of the following events:

(i) (a) any Person (for the purposes of this definition of “Change of Control”, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, but excluding MONY Group, any Subsidiary of MONY Group, any employee benefit plan or employee stock plan of MONY Group or any Subsidiary or any person organized, appointed, established or holding capital stock of MONY Group or a Subsidiary of MONY Group pursuant to such a plan, or any person organized by or on behalf of MONY Group to effect a reorganization or recapitalization of MONY Group that does not contemplate a change in the ultimate beneficial ownership of 50% or more of the voting power of the then outstanding equity interests of MONY Group) is or becomes the

5

“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the then outstanding equity interests of MONY Group; or

(b) MONY Group merges with, or consolidates with, another Person or MONY Group sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of MONY Group to any Person;

other than, in the case of either clause (i)(a) or (i)(b), any such transaction where immediately after such transaction the Person that “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) immediately prior to such transaction, directly or indirectly, all of the then outstanding voting equity interests of MONY Group, “beneficially owns” (as so determined), directly or indirectly, more than 50% of the total voting power of the then outstanding equity interests of the surviving or transferee Person; or

(ii) during any year or any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of MONY Group (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of MONY Group was approved by a vote of a majority of the directors of MONY Group then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason, other than pursuant to a proposal or request that the Board of Directors of MONY Group be changed as to which the Insurer has consented, to constitute a majority of the Board of Directors of MONY Group then in office; provided, however, for purposes of the foregoing determination, an individual who retires from the Board of Directors of MONY Group and whose resignation is approved by the individuals who at the beginning of such period constituted the Board of Directors of MONY Group (together with any directors referred to in the preceding parenthetical phrase) shall not be considered an individual who was a member of the Board of Directors of MONY Group at the beginning of such period or who ceased to be a director during such period if the number of directors is reduced following such resignation.

“Clearstream” means Clearstream Banking, société anonyme.

“Closed Block” means the Closed Block established pursuant to Article VIII of the Plan of Reorganization and thereafter maintained by MONY Life.

“Closed Block Business” means the assets of the Closed Block as maintained by MONY Life, the liabilities and obligations of the Closed Block as maintained by MONY Life, Surplus and Related Assets and corresponding adjustments and other allocated assets and liabilities as recorded on the books and records of the Company and MONY Life as part of the Closed Block Business.

6

“Closed Block Business Surplus” means the statutory surplus of the Closed Block Business (which, for the avoidance of doubt, includes any and all amounts held in the Additional Reserve Account), determined using statutory accounting principles applicable to MONY Life as modified in accordance with Annex A hereto.

“Closed Block Reinsurance” has the meaning specified in Section 9.03(1).

“Closed Block Reinsurance Treaty” has the meaning specified in Section 9.03(1).

“Closed Block Reinsurers” has the meaning specified in Section 9.03(1).

“Closed Block Tax Sharing Procedure” means the tax sharing procedure set forth in Appendix A to the Closed Block Memorandum (as defined in Section 8.1 of the Plan of Reorganization) pursuant to which the Closed Block is treated as a separate line of business for the purpose of the allocation of MONY Life’s taxes among its lines of business.

“Closing Date” means the initial date of issuance of the Series A Notes under this Indenture.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning specified in Section 15.02.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Action Level RBC” has the meaning specified in Section 1322(a)(8)(A) of the New York Insurance Law; provided, however, that for purposes of this definition, the term “RBC instructions” as used in Section 1322(a)(8)(C) of the New York Insurance Law shall have the meaning set forth in Section 1322(a)(7) of the New York Insurance Law as if the report and instructions referred to in section 1322(a)(7) were those applicable to the year ending December 31, 2001, without taking into account any subsequent changes to the form of such report or the instructions thereto.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by any Authorized Officer of the Company and delivered to the Trustee and the Insurer; provided, that if an Insurer Default has occurred and is continuing, the Company shall endeavor to make such delivery in good faith but failure of the Company to make such a delivery shall not be an Event of Default under this Indenture.

“Control” has the meaning specified in Section 8-106 and Section 9-104 of the UCC.

7

“Corporate Trust Office” means the principal office of the Trustee in The City of New York, New York at which at any particular time this Indenture shall be administered, which is located at 153 West 51^st Street, New York, New York 10019, Attention: Corporate Trust Administration, or at such other address as the Trustee may designate by notice to the Holders, the Insurer and the Company, or the principal corporate trust office of any successor Trustee at the address designated by such successor Trustee by notice to the Holders, the Insurer and the Company.

“corporation” means a corporation, limited liability company, association, company, joint-stock company or business trust.

“Customer” means a “customer” as defined in Section 4-104 of the UCC.

“Debt Service” means, for any period, all scheduled principal and interest payments on the Notes on a pre-tax basis, all scheduled premium payments on the Insurance Policy, and all net payments due from the Company under the Swaps (excluding any termination payments under the Swaps), payable on any Scheduled Payment Date falling within such period.

“Debt Service Coverage Account” has the meaning specified in Section 4.01(1).

“Defeasance” has the meaning specified in Section 13.02.

“Depositary” means, initially, The Depository Trust Company, a New York banking corporation, or any successor clearing agency so registered appointed pursuant to Section 3.06(1).

“Dollars” or “$” or any similar references means the currency of the United States.

“DSCA Investment Policy” means the Investment Policy Statement for the Debt Service Coverage Account attached as Exhibit E.

“DSCA Shortfall” has the meaning specified in Section 4.11(2)(b).

“DSCA-Subaccount CBB” has the meaning specified in Section 4.01(1).

“DSCA-Subaccount OB” has the meaning specified in Section 4.01(1).

“DSCA-Subaccount OB (Deposit)” has the meaning specified in Section 4.01(1).

“Entitlement Holder” means an “entitlement holder” as defined in Section 8-102(7) of the UCC.

“Escrow Account” has the meaning specified in Section 4.10(1)(b).

8

“Estimated Debt Service” shall mean, for a specified number of Scheduled Payment Dates following any specified Scheduled Payment Date (the “Base Date”), the sum of Debt Service payments to be made on such specified Scheduled Payment Dates, subject to the following assumptions and adjustments:

(i) the principal amount of the Notes assumed to be outstanding on each such Scheduled Payment Date will equal the outstanding principal amount of the Notes as of the Base Date less any amortized principal amounts scheduled to be paid on or after the Base Date up to, but not including, such Scheduled Payment Date; and

(ii) so long as the Swaps are in place, for purposes of determining the Estimated Debt Service, Debt Service payments shall exclude payments to be made to the Swap Counterparty and interest payable on the Series A Notes shall be calculated on the assumption that they bear interest at the fixed rate of 6.44% (it being understood that a corresponding fixed rate shall be determined at the time of issuance of any series of Additional Floating Rate Notes); and

(iii) with respect to payments to be made in respect of the Fixed Notes on the final specified Scheduled Payment Date, if payments of principal and/or interest on the Fixed Notes are not scheduled to be made on such final specified Scheduled Payment Date, and if interest on the Fixed Notes is payable semi-annually, one-half of the aggregate amount of Scheduled Payments to be made on the Fixed Notes on the Scheduled Payment Date immediately following such final specified Scheduled Payment Date shall be included in Debt Service for the final specified Scheduled Payment Date for purposes of determining the Estimated Debt Service.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear System.

“Event of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Note” means (i) a note issued by the Company in exchange for an Original Note pursuant to the Exchange Offer or otherwise registered under the Securities Act or (ii) any note for which the next preceding Predecessor Note was an Exchange Note.

“Exchange Offer” means an offer that may be made by the Company pursuant to the Registration Rights Agreement to exchange an Exchange Note or Exchange Notes for an Original Note or Original Notes.

9

“Fair Market Value of the Closed Block Business” has the meaning specified in Section 6.06.

“financial asset” means a “financial asset” as defined in Section 8-102(a)(9) of the UCC.

“Fitch” means Fitch Ratings, or any successor thereto, and, if such Person shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized rating agency designated by the Company; provided, that with respect to the rating of the Notes, the designation shall be with the consent of the Insurer, such consent not to be unreasonably withheld.

“Fixed Notes” means the Additional Fixed Rate Notes and the Exchange Notes into which the Additional Fixed Rate Notes (if any) are exchanged.

“Floating Notes” means the Series A Notes, the Additional Floating Rate Notes and the Exchange Notes into which the Series A Notes and the Additional Floating Rate Notes (if any) are exchanged.

“Freed-Up Capital” has the meaning specified in Section 11.10(8).

“GAAP” has the meaning specified in Section 1.01(3).

“Glide Path Actual Ratio” as of any year-end equals that decimal amount (rounded to the nearest ten-thousandth) obtained by dividing (A) the statutory carrying value of the assets of the Closed Block as of such year-end, by (B) the statutory carrying value of the liabilities of the Closed Block as of such year-end, in each case determined using statutory accounting principles applicable to MONY Life as modified in accordance with Annex A hereto. For purposes of this Indenture, the “Glide Path Actual Ratio for a Scheduled Payment Date” means the Glide Path Actual Ratio determined as of (a) the year-end immediately preceding such Scheduled Payment Date for Scheduled Payment Dates in April, June and October and (b) the year-end immediately prior to the year-end immediately preceding such Scheduled Payment Date for a Scheduled Payment Date in January.

“Glide Path Deviation Excess” as of any Scheduled Payment Date equals the product of (X) the Ratio Excess as of such Scheduled Payment Date (expressed as a decimal number) and (Y) the amount determined in clause (B) of the definition of Glide Path Actual Ratio when determining the Glide Path Actual Ratio for such Scheduled Payment Date. If no Ratio Excess exists as of such Scheduled Payment Date, then the Glide Path Deviation Excess as of such Scheduled Payment Date equals zero.

“Glide Path Projected Ratio” as of any year-end equals the applicable Projected Closed Block Asset/Liability Ratio, expressed as a decimal amount (rounded to the nearest ten-thousandth), as set forth in Exhibit H to this Indenture. For purposes of this Indenture, the “Glide Path Projected Ratio for a Scheduled Payment Date” means the Glide Path Projected Ratio as of (a) the year-end immediately preceding such Scheduled Payment Date for Scheduled Payment Dates in April, June and October and (b) the year-

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end immediately prior to the year-end immediately preceding such Scheduled Payment Date for a Scheduled Payment Date in January.

“Global Note” means a Note that evidences all of or part of the Notes of any series and bears the legend set forth in Section 2.03, issued to the Depositary or its nominee, and registered in the name of the Depositary or its nominee.

“Holder” means a Person in whose name a Note is registered in the Note Register.

“IMR” has the meaning specified in Section 9.03(3)(d).

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more Supplemental Indentures entered into pursuant to the applicable provisions hereof.

“Initial Deviation” has the meaning specified in Section 4.11(2)(a)(y).

“Initial Principal Amount” of a Note means the principal amount of such Note at issuance.

“Institutional Accredited Investor” means an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D.

“instrument” means an “instrument” as defined in Section 9-102(a)(47) of the UCC.

“Insurance Agreement” means the Insurance Agreement, dated as of April 30, 2002, among the Company, the Insurer, MONY Group, for the limited purposes set forth therein, and MONY Life, for the limited purposes set forth therein, and the Trustee.

“Insurance Policy” means the financial guaranty insurance policy issued by the Insurer, dated as of April 30, 2002, guaranteeing the timely payment of the scheduled principal of and interest on the Series A Notes, together with any such policy issued by the Insurer guaranteeing the timely payment of scheduled principal of and interest on the Additional Floating Rate Notes and/or the Additional Fixed Rate Notes.

“Insurer” has the meaning specified in the first paragraph of this instrument.

“Insurer Default” means:

(i) any failure of the Insurer to make any Scheduled Payment with regard to the Notes under the Insurance Policy when such payment becomes due and payable thereunder; or

(ii) any Bankruptcy Event relating to the Insurer.

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“Inter-Business Loan” has the meaning specified in Section 4.07(1).

“Interest Period” means, for the Series A Notes and the Additional Floating Rate Notes, respectively, the period beginning on the respective date of issuance of those Notes and ending on the first Scheduled Payment Date for those Notes and, thereafter, each of the successive periods beginning on the last day of the preceding Interest Period for those Notes and ending on the following Scheduled Payment Date for those Notes, subject to the following: (1) if any Scheduled Payment Date for the Series A Notes and the Additional Floating Rate Notes, respectively, is not a Business Day or a London Business Day, the Interest Period that would otherwise end on that Scheduled Payment Date will, instead, end on the Business Day (which is also a London Business Day) following that Scheduled Payment Date unless that Business Day falls in a new calendar month, in which case that Interest Period will end on the Business Day (which is also a London Business Day) preceding that Scheduled Payment Date, and (2) notwithstanding clause (1), the final Interest Period for the Series A Notes and the Additional Floating Rate Notes, respectively, will end on the scheduled maturity date of those Notes, regardless of whether or not the scheduled maturity date is a Business Day or a London Business Day. In the event that a Series A Note or Additional Floating Rate Note is exchanged for one or more Exchange Notes, the Interest Periods for such Exchange Note or Notes shall be the same as the Interest Periods of the Series A Note or Additional Floating Rate Note for which it or they were exchanged. Interest payable in respect of each Interest Period will accrue from and including the first day and to but excluding the last day of such Interest Period.

“Investment Management Criteria”, with respect to a potential Investment Manager, shall mean:

(i) the Investment Manager shall be an investment adviser registered under Section 203 of the Investment Advisers Act of 1940;

(ii) the Investment Manager shall have adequate experience managing the types of assets that will be subject to investment management;

(iii) the Investment Manager shall agree to manage the assets in accordance with the DSCA Investment Policy;

(iv) the Investment Manager shall agree to provide such information to the Trustee, the Company and the Insurer, with the frequency and in the format necessary to meet the requirements set forth in this Indenture and any other agreements relating to the issuance of the Notes, including the Insurance Agreement; and

(v) the Investment Manager shall not have the authority to withdraw assets from the Debt Service Coverage Account except pursuant to the investment management agreement, and cash solely on a cash against delivery basis.

“Investment Manager” has the meaning specified in Section 4.09.

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“Legend” has the meaning specified in Section 2.02(2).

“LIBOR Determination Date” means with respect to each Interest Period, the second London Business Day preceding the first day of such Interest Period.

“Lien” means any lien, mortgage, pledge, security interest, assignment, charge or encumbrance of any kind (including conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Liquidated Damages” means liquidated damages payable under the Registration Rights Agreement.

“London Business Day” means any day on which commercial banks and foreign exchange markets settle payments and have the option to be open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

“Maximum Dividend Amount” has the meaning specified in Section 14.01(2).

“ML CB Dividend” has the meaning specified in Section 14.01(1).

“ML OB Dividend” has the meaning specified in Section 14.01(l).

“modco” has the meaning specified in Section 9.03(3)(a).

“money” has the meaning specified in Section 1-201(24) of the UCC.

“MONY Group” means The MONY Group Inc., a Delaware corporation and the holder of all of the membership interests in the Company.

“MONY Life” means MONY Life Insurance Company, a New York stock life insurance company.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto, and, if such Person shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by the Company; provided, that with respect to the rating of the Notes, the designation shall be with the consent of the Insurer, such consent not to be unreasonably withheld.

“Net Gain from Operations” has the meaning (i) in respect of the Closed Block Business, specified in the supplemental statutory-based statement of operations of the Closed Block Business within MONY Life referred to in Section 8.04(2)(b), and (ii) in respect of MONY Life, as specified in the statutory financial statements of MONY Life referred to in Section 8.04(2)(a).

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“Net Treaty Gain Balance” has the meaning specified in Section 9.03(3)(b).

“Notes” means, collectively, the Original Notes and the Exchange Notes.

“Notes Register” and “Notes Registrar” have the meanings specified in Section 3.06(1).

“Notice of Account Deposit” has the meaning specified in Section 4.03.

“Notice of Claim and Certificate Under the Insurance Policy” has the meaning specified in Section 4.10(1)(a).

“Notice of Claim and Certificate Under the Swap Policy” has the meaning specified in Section 4.10(1)(a).

“Notice of Current Ratings” has the meaning specified in Section 4.04(3).

“Notice of Default” has the meaning specified in Section 6.01(1)(e).

“Notice of Due Payments” has the meaning specified in Section 4.04(1).

“Notice of Due Tax Payments” has the meaning specified in Section 4.04(2).

“Notice of Required Account Deposit” has the meaning specified in Section 4.08(1).

“OB Tax Agreement” means the Ongoing Businesses Tax Agreement, dated as of April 30, 2002, between MONY Group and the Company.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of the Company, or any person duly appointed by member(s) of the Company and delivered to the Trustee, with a copy to the Insurer. The officer signing an Officer’s Certificate given pursuant to Section 11.04 shall be the principal executive, financial or accounting officer of the Company.

“Ongoing Businesses” means all of the businesses, assets and liabilities of MONY Group and its subsidiaries, other than the businesses, assets and liabilities that are part of the Closed Block Business.

“Opinion of Counsel” means a written opinion of counsel, who may, but need not, be counsel for the Company; provided, that with respect to matters relating to tax, bankruptcy and security interests, such counsel shall be independent of the Company and its Affiliates, and who shall be reasonably acceptable to the Trustee and the Insurer, as long as no Insurer Default has occurred and is continuing.

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“Original Note” means a Series A Note or an Additional Note or any Note (other than an Exchange Note) for which the next preceding Predecessor Note was an Original Note.

“Outstanding”, when used with respect to the Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or with any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice satisfactory to the Trustee has been made;

(iii) Notes as to which Defeasance has been effected pursuant to Section 13.02; and

(iv) Notes that have been paid pursuant to Section 3.08 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company;

provided, however, that, except as provided for herein, in determining whether the Holders of the requisite Remaining Principal Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes (other than the Insurer) or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Trustee actually knows to be so owned shall be so disregarded; provided, further, that principal amounts on Notes which have been paid with proceeds of the Insurance Policy shall continue to remain Outstanding for purposes of this Indenture until the Insurer has been paid as subrogee hereunder, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer; provided, further, that so long as no Insurer Default has occurred and is continuing, any Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall continue to be deemed to be Outstanding. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other

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obligor upon the Notes other than the Insurer or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of, Redemption Price, if any, interest on or any other amounts under any Notes on behalf of the Company.

“Permitted Indebtedness” means:

(1) securities lending and other activities of the Debt Service Coverage Account only to the extent permitted under the DSCA Investment Policy;

(2) unsecured indebtedness owing to MONY Group or any of its Affiliates which is incurred for the purpose of making a Subaccount OB Deposit; provided that any such indebtedness, other than Inter-Business Loans, is subordinated to the obligations of the Company under the Notes pursuant to subordination provisions in the form set out in Exhibit O; and

(3) subordinated indebtedness of the Company incurred pursuant to Section 6.18(1)(b).

“Permitted Liens” means (i) liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which reserves adequate under GAAP are being maintained; (ii) deposits or pledges to secure obligations under workers’ compensation, social security or similar laws, or under unemployment insurance; (iii) mechanics’, workers’, materialmen’s or other like liens arising in the ordinary course of business with respect to obligations that are not due or that are being contested in good faith; (iv) liens granted under securities lending and borrowing agreements, repurchase and reverse repurchase agreements and derivatives entered into by MONY Life in the ordinary course of business as permitted under this Indenture; (v) clearing and settlement liens on securities and other investment properties incurred in the ordinary course of clearing and settling transactions in such assets and holding them with custodians; (vi) insurance regulatory liens; (vii) judgment liens in respect of judgments that are being contested in good faith and by appropriate proceedings and for which reserves adequate under GAAP are being maintained; (viii) pre-existing liens on property acquired through foreclosure or similar proceedings; and (ix) liens contemplated by this Indenture.

“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, trust (including any beneficiary thereof), unincorporated organization or other legal entity, or any government or any agency or political subdivision thereof.

“Place of Payment” has the meaning specified in Section 3.09(l).

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“Plan of Reorganization” means the plan of reorganization of The Mutual Life Insurance Company of New York under Section 7312 of the New York Insurance Law, which became effective on November 16, 1998.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.08 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

“proceeds” has the meaning specified in Section 9-102(a)(64) of the UCC.

“QIB” means a “qualified institutional buyer” within the meaning assigned to that term in Rule 144A.

“RBC” has the meaning specified in Section 9.03(3)(g).

“Ratio Excess” has the meaning specified in Section 4.11(2)(a).

“Redemption Date”, when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” means, with respect to a Note subject to total or partial redemption, the redemption price set forth in the applicable form of Note. Redemption Price shall not include any accrued interest or Liquidated Damages payable on or in respect of the Note.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent, acting in good faith and in a commercially reasonable manner.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of the Closing Date, by and among the Company, MONY Life and the Initial Purchasers (as therein defined), as such agreement may be amended from time-to-time.

“Regular Record Date”, for any Scheduled Payment Date on the Notes, means the fifteenth day, whether or not a Business Day, preceding such Scheduled Payment Date.

“Regulation D” means Regulation D promulgated under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning set forth in Section 2.01(3).

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“Regulatory Redemption Event” means a change in New York law or regulation (other than with respect to taxes) that changes the ability of MONY Life to declare shareholder dividends without regulatory approval in a manner that materially adversely affects CB Debt Cash Flow.

“Remaining Principal Amount” with respect to a Note shall mean the Initial Principal Amount of such Note less any principal amounts of such Note redeemed pursuant to Article Twelve and less any amortization payments paid on such Note.

“Required Surplus” means the amount of Closed Block Business Surplus required to maintain the Closed Block Business’ Total Adjusted Capital, expressed as a percentage of the Closed Block Business’ Company Action Level RBC, at 100% (for purposes of such calculation, (a) treating the Closed Block Business as if it were a New York domestic stock life insurer and (b) determining the Closed Block Business’ Total Adjusted Capital and Company Action Level RBC in a manner consistent with the determination of Closed Block Business Surplus, including the application of Annex A).

“Restricted Certificated Notes” has the meaning specified in Section 2.01(3).

“Restricted Global Notes” has the meaning specified in Section 2.01(3).

“Restricted Period” means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Notes are first offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of the Notes occurs.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Information” shall mean such information as is specified pursuant to paragraph (d)(4) of Rule 144A (or any successor provision thereto).

“SAP” has the meaning specified in Section 1.01(3).

“Scheduled Payment Date” means the dates for scheduled payments of principal and interest under the terms of the Notes of any series.

“Scheduled Payments” means, with respect to any Scheduled Payment Date, all scheduled payments in respect of principal and interest payable by the Company under the terms of the Notes of any series on such date.

“SEC” means the Securities and Exchange Commission, as from time-to-time constituted, or if at any time after the date of this Indenture such Commission is not performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

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“Secured Obligations” has the meaning specified in Section 15.01.

“Secured Parties” means the Holders, the Insurer and the Swap Counterparty, as their interests may appear under this Indenture.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“security” has the meaning specified in Section 8-102(a)(15) of the UCC.

“Security Entitlement” means a “security entitlement” as defined in Section 8-102(17) of the UCC.

“Series A Notes” has the meaning specified in the recitals to this Indenture.

“Special Payment Date” means any date specified by the Insurer pursuant to Section 6.18 following a Trigger Event for the payment of principal and interest on the Notes.

“Standard & Poor’s” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto, and, if such Person shall for any reason no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized rating agency designated by the Company; provided, that with respect to the rating of the Notes, the designation shall be with the consent of the Insurer, such consent not to be unreasonably withheld.

“Stated Maturity”, when used with respect to any Series A Note (or Exchange Note or Notes for which a Series A Note is exchanged), means January 21, 2017; and when used with respect to any Additional Note (or Exchange Note or Notes for which an Additional Note is exchanged), means the maturity date provided in the Supplemental Indenture applicable thereto.

“Statement of Account” has the meaning specified in Section 4.06(1).

“Subaccount OB Deposit” has the meaning specified in Section 4.08(2).

“Subsidiary” means a corporation more than 50% of the outstanding Voting Stock or other equity security of which is owned, directly or indirectly, by a Person or by one or more other Subsidiaries, or by a Person and one or more other Subsidiaries. Unless otherwise noted, “Subsidiary” shall mean a Subsidiary of the Company.

“Supplemental Indenture” has the meaning specified in Section 3.01(2).

“Surplus and Related Assets” means those assets segregated outside the Closed Block by MONY Life to meet initial capital requirements related to the Closed Block Business within MONY Life as well as those assets that initially represent the difference between the assets of the Closed Block and the sum of liabilities of the Closed

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Block as designated by MONY Life on or prior to the Closing Date in conformity with the Investment Policy Statement for Surplus and Related Assets attached as Exhibit D.

“Swap Agreement” means the ISDA Master Agreement, the schedule thereto, and confirmation thereunder, each dated as of April 30, 2002, between the Company and the Swap Counterparty, together with any other confirmation which may be entered into between the Company and the Swap Counterparty under such ISDA Master Agreement (including the schedule thereto) in respect of the Additional Floating Rate Notes.

“Swap Counterparty” means Ambac Financial Services, L.P. or any successor counterparty under such Swaps as may be consented to by the Insurer.

“Swap Policy” means the financial guaranty insurance policy issued by the Insurer to the Trustee for the benefit of the Swap Counterparty, dated as of April 30, 2002, guaranteeing timely payment of certain of the Company’s obligations under the Swaps.

“Swaps” means the interest rate swap transactions entered into by the Company with the Swap Counterparty pursuant to the Swap Agreement.

“Tax Agreements” means (i) the Affiliated Group’s Tax Sharing Agreement, (ii) the CBB Tax Agreement, and (iii) the OB Tax Agreement, together with any tax instructions from MONY Group to its Subsidiaries that are parties to the Affiliated Group’s Tax Sharing Agreement as to payments under the Tax Agreements.

“Tax Payment Dates” means the payment dates referred to in the Affiliated Group’s Tax Sharing Agreement.

“Tax Payments” means any net tax payments payable by the Company under the CBB Tax Agreement.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 2.01(3).

“Three-Month LIBOR” means, for each Interest Period, the rate for deposits in U.S. dollars for a period of three months, commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that market at that time, that appears on Bloomberg Page BBAM as of 11:00 a.m., London time, on the LIBOR Determination Date with respect to such Interest Period. If such rate does not appear on the Bloomberg Page BBAM, then Three-Month LIBOR for the relevant Interest Period will be determined on the basis of the rates at which deposits in U.S. dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date with respect to such Interest Period to prime banks in the London interbank market for a period of three months commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that market at that time, assuming an actual/360 day count basis. The Calculation Agent shall request the principal London office of each of the Reference

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Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of such Interest Period for loans in U.S. dollars to leading European banks for a period of three months commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that market at that time. If the Calculation Agent is unable to obtain rate quotations for such loans, the rate for that LIBOR Determination Date shall be Three-Month LIBOR as calculated for the immediately preceding Interest Period. Notwithstanding the foregoing, “Three-Month LIBOR” with respect to the first Interest Period will be 1.92125%.

“TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof until such time as this Indenture is qualified under the TIA, and thereafter as in effect on the date on which this Indenture is qualified under the TIA.

“Total Adjusted Capital” has the meaning specified in Section 1322(a)(11) of the New York Insurance Law; provided, however, that for purposes of this definition, the term “RBC instructions” as used in Section 1322(a)(11) shall have the meaning set forth in Section 1322(a)(7) of the New York Insurance Law as if the report and instructions referred to in Section 1322(a)(7) were those applicable to the year ending December 31, 2001, without taking into account any subsequent changes to the form of such report or the instructions thereto.

“Treaty Gain Amount” has the meaning specified in Section 9.03(3)(b)

“Treaty Loss Amount” has the meaning specified in Section 9.03(3)(b)

“Trigger Events” has the meaning specified in Section 6.18(2).

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“UCC” means the Uniform Commercial Code as in effect in the State of New York.

“United States” and “U.S.” means the United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

“U.S. Government Obligation” has the meaning specified in Section 13.03(1).

“Valuation Date” with respect to a Scheduled Payment Date means eight Business Days prior to such Scheduled Payment Date. All valuations on or as of a

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particular Valuation Date shall be as of the close of business on the immediately preceding quarter-end, and shall be notified to the Trustee, the Company and the Insurer no later than the close of business on the Business Day prior to the applicable Assessment Date.

“Voting Stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

SECTION 1.02.    Form of Documents Delivered to Trustee and the Insurer.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

All information to be provided under this Indenture by the Company, the Trustee or the Insurer, as applicable, shall be provided by an Authorized Officer of the Company, the Trustee or the Insurer, as applicable.

SECTION 1.03.    Acts of Holders; Record Dates.

(1)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as in this Indenture otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are in this Indenture sometimes referred to as the “Act” of the Holders

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signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.03.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than the signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of the signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

The ownership of Notes shall be proved by the Notes Register.

(2)  Any Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Insurer in reliance thereon, whether or not notation of such Act is made upon such Note.

(3)  The Company may set any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 6.02, (iii) any request to institute proceedings referred to in Section 6.07, or (iv) any direction referred to in Section 6.14. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 8.01) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date, and no other Holders, shall be entitled to give or take, or vote on, the relevant action whether or not such Holders remain Holders after such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite Remaining Principal Amount of Outstanding Notes on the date the action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date and the proposed action by Holders to be given to the Trustee in writing and to each Holder in the manner set forth in Section 1.05.

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(4)  Notwithstanding any other provision in this Indenture to the contrary, so long as no Insurer Default has occurred and is continuing, the Insurer shall be entitled to exercise all rights and remedies with respect to the Notes under this Indenture, including the right to vote on all matters presented to the Holders, the exercise of remedies and the waiver of breaches and defaults, and no Act of the Holders will be effective and only an Act of the Insurer in exercising such rights of the Holders in respect of such Act will be effective; provided, however, that (i) the Holders shall retain the right under this Indenture to approve any changes in the material terms of the Notes as set forth in Section 10.02(2), and (ii) if an Insurer Default occurs and is continuing, all rights and remedies available to a specific series of Notes shall be exercised directly by the Holders of such series of Notes, and all rights and remedies available to Holders as a group under this Indenture shall be exercised by the Holders voting as a group. Any vote, determination, election or other Act of the Insurer in exercising the rights with respect to the Notes as provided in this Section 1.03(4) shall be deemed to be the vote, determination, election or other Act of the Holders.

(5)  Without limiting the foregoing, a Holder entitled under this Indenture to take any action under this Indenture with regard to a particular Note may do so with regard to all or any part of the Remaining Principal Amount of such Note, which action may differ with respect to different portions of the Remaining Principal Amount of such Note, or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

SECTION 1.04.    Notices, Etc., to Trustee, Company and Insurer.

Any Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a)  the Trustee by any Holder or by the Company or the Insurer, as the case may be, shall be sufficient for every purpose hereunder (unless otherwise in this Indenture expressly provided) if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office; or

(b)  the Company by the Trustee or by any Holder or the Insurer, as the case may be, shall be sufficient for every purpose hereunder (unless otherwise in this Indenture expressly provided) if in writing and (i) mailed by first-class mail, postage prepaid or (ii) delivered by hand or (iii) transmitted by facsimile, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and the Insurer by the Company, Attention: President; or

(c)  the Insurer by any Holder or by the Trustee or the Company, as the case may be, shall be sufficient for every purpose hereunder (unless otherwise in this Indenture expressly provided) if in writing and (i) mailed by first-class mail, postage prepaid or (ii) delivered by hand or (iii) transmitted by facsimile, to the Insurer addressed to it at Ambac Assurance Corporation, One State Street Plaza,

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New York, New York, 10004, Facsimile Number (212) 208-3113, Attention: Managing Director, Structured Finance and Credit Derivatives;

or to such other Persons or addresses as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

SECTION 1.05.    Notice to Holders.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise in this Indenture expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s address as it appears in the Note Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice sent to the Holders by the Trustee or the Company shall also be sent to the Insurer; provided that such notice to the Insurer shall be subject to the same conditions as provided in this Indenture for notices to the Holders.

If by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee and the Insurer, with respect to notifications to the Insurer, shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.06.    Waiver.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders or the Insurer, as the case may be, shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 1.07.    Conflict with TIA.

If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required to be a part of and govern this Indenture, such required provision shall control.

SECTION 1.08.    Effect of Headings and Table of Contents.

The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

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SECTION 1.09.    Successors and Assigns.

All covenants and agreements in this Indenture which bind any party shall bind its successors and assigns, whether so expressed or not.

SECTION 1.10.    Severability Clause.

If any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions, and the validity, legality or enforceability of such provisions in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 1.11.    Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture; provided that it is understood and acknowledged that the Swap Counterparty is a third-party beneficiary under this Indenture.

SECTION 1.12.    Governing Law.

This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 1.13.    Business Day Convention.

If any Scheduled Payment Date, Special Payment Date or Redemption Date is not a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of any amounts due on the Notes need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Scheduled Payment Date, Special Payment Date or Redemption Date.

SECTION 1.14.    Non-Petition Clause.

The Trustee and the Insurer hereby covenant and each Holder or beneficial owner of any Note, by accepting such Note or any interest therein, shall be deemed to covenant, to the fullest extent permitted by law, that it will not at any time prior to foreclosure on all of the Collateral, liquidation of all of the Collateral and application of the moneys so collected pursuant to Section 6.05 hereof, institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency, rehabilitation, conservation or liquidation proceedings, or any other proceedings under any United States federal or state, or any other, bankruptcy, insolvency or similar law in connection with any obligations relating to this Indenture, the Notes, the Insurance Agreement or any agreement relating hereto or thereto.

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ARTICLE TWO

NOTE FORMS

SECTION 2.01.    Forms Generally.

(1) The Floating Notes shall be in substantially the form set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (and, in the case of Additional Floating Rate Notes, the corresponding Supplemental Indenture), the Fixed Notes, if any, shall be in the form as provided in the corresponding Supplemental Indenture, and the Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or of the Depositary or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes.

The definitive Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(2) All the Notes shall be issued only in registered form, without coupons.

(3) Upon their original issuance, the Original Notes of each series offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued in the names of their initial beneficial owners and delivered to such Holders (or upon their respective orders) by the Company. Such Notes are referred to in this Indenture as the “Restricted Certificated Notes”. Original Notes shall not otherwise be issued in any form other than Global Notes, except as provided in Section 3.07.

Original Notes of each series offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more temporary Global Notes registered in the name of the Depositary or its nominee and deposited with the Trustee as custodian for the Depositary. Such temporary Global Notes are referred to in this Indenture as the “Temporary Regulation S Global Notes”. Investors may hold beneficial interests in such Temporary Regulation S Global Notes only through Euroclear or Clearstream. After such time as the Restricted Period shall have terminated, beneficial interests in such Temporary Regulation S Global Notes may be exchanged for beneficial interests in Global Notes of the same series as provided in Section 3.07, which shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary. Such Global Notes are referred to in this Indenture as the “Regulation S Global Notes”.

Original Notes of each series offered and sold in their initial distribution in reliance on Rule 144A shall be issued in the form of one or more Global Notes registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian

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for the Depositary. Such Global Notes are referred to in this Indenture as the “Restricted Global Notes”.

(4) The aggregate Initial Principal Amount of each Global Note may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 3.07.

SECTION 2.02.    Form of Legends.

(1) Each Note issued hereunder shall, in addition to any other legends required or permitted by this Indenture, bear the applicable legend below:

(a) In the case of a Restricted Global Note or a Restricted Certificated Note:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF CASE (A) AND (B), IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(b) In the case of a Temporary Regulation S Global Note:

THIS NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY

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GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL NOTE EXCEPT ON OR AFTER THE TERMINATION OF THE RESTRICTED PERIOD AND UPON DELIVERY OF THE CERTIFICATIONS BY THE OWNER OF THE NOTES AND BY THE DEPOSITARY RELATING TO SUCH TRANSFER IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

(c)  In the case of a Temporary Regulation S Global Note and a Regulation S Global Note:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS.

(2)  If any Note is issued upon the transfer, exchange or replacement of another Note that does not bear a legend setting forth restrictions on transfer that are intended to ensure compliance with the Securities Act as provided in Section 2.02(1) (the “Legend”), the Note so issued shall not bear the Legend. If any Note is issued upon the transfer, exchange (other than pursuant to an Exchange Offer) or replacement of another Note bearing the Legend, or if a request is made to remove the Legend on any Note, the Note so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel licensed to practice law in the State of New York, as may be reasonably required by the Company, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Notes are not “restricted securities” within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Company, shall authenticate and deliver a Note that does not bear the Legend.

SECTION 2.03.    Form of Legend for Global Notes.

Every Global Note authenticated and delivered hereunder shall, in addition to any other legends required or permitted by this Indenture, bear a legend in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS NOTE MAY NOT BE

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EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 2.04.    Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Notes of the series designated therein referred to in the within mentioned Indenture.

[                                                                         ],

as Trustee

By:                                                              

Authorized Officer

ARTICLE THREE

THE NOTES

SECTION 3.01.    Title and Terms.

(1)  The aggregate Initial Principal Amount of Notes that may be authenticated and delivered under this Indenture is limited to $450,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for (including through an Exchange Offer), or in lieu of, other Notes pursuant to Section 3.04, 3.06, 3.08, 10.06 or 12.09.

The Series A Notes shall be designated the “Series A Floating Rate Insured Notes due January 21, 2017” (which are referred to in the Insurance Policy as the “Series A Floating Rate Notes due 2017”) and shall be issued in an aggregate Initial Principal Amount of $300,000,000. The Series A Notes shall have the terms and conditions set forth in Exhibit A and in this Indenture.

(2)  One or more series of Additional Notes may be authenticated and delivered under this Indenture, in each case pursuant to an indenture supplemental hereto (a “Supplemental Indenture”) substantially in the form of Exhibit Q. Each series of Additional Floating Rate Notes shall have the terms and conditions set forth in Exhibit A, and in this Indenture subject to such insertions, omissions, substitutions and variations as may be provided in the corresponding Supplemental Indenture. Each series of Additional Fixed Rate Notes shall have the terms and conditions set forth in this Indenture and in the Supplemental Indenture corresponding to such issuance.

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SECTION 3.02.    Denominations.

The Notes of each series shall be issuable only in fully registered form without coupons and in principal amounts only in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

SECTION 3.03.    Execution, Authentication, Delivery and Dating.

The Notes shall be executed on behalf of the Company by any of its Authorized Officers, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of each series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Trustee shall authenticate and deliver such Notes in accordance with such Company Order.

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder and never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 3.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04.    Temporary Notes.

Pending the preparation of definitive Notes of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

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If temporary Notes of any series are issued, the Company will cause definitive Notes of that series to be prepared without unreasonable delay. After the preparation of definitive Notes of such series, the temporary Notes of such series shall be exchangeable for definitive Notes of such series upon surrender of the temporary Notes of such series at any office or agency of the Company designated pursuant to Section 11.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Notes of the same series, of any authorized denominations and of like tenor and aggregate Initial Principal Amount. Until so exchanged, the temporary Notes of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of such series and tenor.

SECTION 3.05.    Tax Treatment.

The Company shall treat the Notes as debt obligations of MONY Group for United States federal, state and local tax purposes. By accepting a Note or a beneficial interest therein, each Holder and beneficial owner shall be deemed to acknowledge and agree to such treatment and covenant to take no action inconsistent with such treatment unless otherwise notified by the Company.

SECTION 3.06.    Registration; General Provisions Relating to Transfer and Exchange; Exchange of Exchange Notes for Original Notes.

(1)  The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the “Notes Register”) in which, subject to Sections 3.06(2) and 3.07 and to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Notes Registrar” for the purpose of registering Notes and transfers of Notes as in this Indenture provided.

Subject to Sections 3.06(2) and 3.07, upon surrender for registration of transfer of any Note of a series at the office or agency of the Company designated pursuant to Section 11.02, the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Notes of the same series, of any authorized denominations and of like tenor and aggregate Initial Principal Amount.

At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of like tenor and aggregate Remaining Principal Amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt and entitled to

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the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange (other than in connection with an Exchange Offer, which is governed by subsection (3) of this Section 3.06) shall (if so required by the Company or Notes Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Notes Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing and, in the case of any Note that bears the Legend referred to in Section 2.02(1)(a), a certificate in the form of Exhibit B duly executed by the transferor Holder or such Holder’s attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

If the Notes are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(2) The provisions of clauses (a), (b), (c) and (d) below shall apply only to Global Notes:

(a) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or its nominee and delivered to the Depositary or its nominee or custodian, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

(b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes in certificated form, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or its nominee unless (i) the Depositary (x) has notified the Company that it is unwilling or unable to continue as a depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) Euroclear or Clearstream, as the case may be, (x) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (y) announces an intention permanently to cease business or does in fact do so, or (iii) there shall have occurred and be continuing an Event of Default.

(c) Subject to clause (b) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for

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a Global Note or any portion thereof shall be registered in such names as the Depositary shall direct.

(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 3.04, 3.08, 10.06 or 12.09 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee.

(3) The Original Notes may be exchanged for Exchange Notes pursuant to the terms of an Exchange Offer. The Trustee and the Notes Registrar shall make the exchange as follows:

The Company shall present the Trustee with an Officer’s Certificate certifying the following:

(A) upon issuance of the Exchange Notes, the transactions contemplated by the Exchange Offer have been consummated; and

(B) the principal amount of each series of Original Notes properly tendered in the Exchange Offer that are represented by a Global Note and the principal amount of each series of Original Notes properly tendered in the Exchange Offer that are represented by Restricted Certificated Notes; the name of each Holder of such Restricted Certificated Notes; the principal amount properly tendered in the Exchange Offer by each such Holder; and the name and address to which certificated Exchange Notes shall be registered and sent for each such Holder.

The Trustee, upon receipt of (i) such Officer’s Certificate, (ii) an Opinion of Counsel (x) to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act and this Indenture has been qualified under the TIA and (y) with respect to the matters set forth in Section 3(d)(xvii) of the Registration Rights Agreement and (iii) a Company Order, shall authenticate (A) a Global Note for each series of Exchange Notes in aggregate principal amount equal to the aggregate principal amount of the corresponding series of Original Notes represented by a Global Note indicated in such Officer’s Certificate as having been properly tendered and (B) certificated Exchange Notes representing Exchange Notes registered in the names and in the principal amounts indicated in such Officer’s Certificate.

If the principal amount at maturity of the Global Note for a series of Exchange Notes is less than the principal amount at maturity of the Global Note for the corresponding series of Original Notes, the Trustee shall make an endorsement on such Global Note for the corresponding series of Original Notes indicating a reduction in the principal amount at maturity represented thereby.

The Trustee shall deliver such certificated Exchange Notes to the Holders thereof as indicated in such Officer’s Certificate.

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SECTION 3.07.    Restrictions on Transfer.

(1)  Each Holder and beneficial owner of any Original Note shall be deemed to have represented and agreed as follows (terms used in this Section 3.07(1) that are defined in Rule 144A, Regulation D or Regulation S are used in this Indenture as defined therein):

(a)  Such Holder or beneficial owner either:

(i)  (x) is a QIB, (y) is aware that the sale of such Note to it is being made in reliance on Rule 144A, and (z) is acquiring such Note for its own account or the account of a QIB,

(ii)  (x) is an Institutional Accredited Investor purchasing such Note for its own account, and (y) is not acquiring such Note with a view to any resale or distribution thereof other than in accordance with the restrictions set forth in this Section 3.07, or

(iii)  is a non-U.S. person acquiring such Note in an offshore transaction in reliance on Regulation S.

(b)  Such Holder or beneficial owner understands that such Note has not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (i)(x) to a Person who such Holder or beneficial owner reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (y) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, or (z) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) and (ii) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. The purchaser further understands that, if it is not a QIB, such Note purchased by it may not be held in book-entry form until they have been transferred in accordance with the foregoing restrictions and no such transfer will be permitted unless the purchaser provides certification that the transfer complies with the restrictions set forth in this Section 3.07.

(2)  Notwithstanding any other provisions of this Indenture or the Notes, transfers of a Global Note, in whole or in part, and transfers of interests in Global Notes shall be made only in accordance with this Section 3.07(2).

(a)  Restricted Global Note to Temporary Regulation S Global Note. If the holder of a beneficial interest in any Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note of the same series, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”) and, only in accordance with the provisions of this Section 3.07(2)(a). Upon receipt by the Trustee, as Notes Registrar, at its office in The City of New York of (1) written instructions given in accordance with the

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Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to the account of a specified Agent Member (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in such Temporary Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note of the same series to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (3) a certificate in substantially the form set forth in Exhibit C-1 given by the holder of such beneficial interest, the Trustee, as Notes Registrar, shall instruct the Depositary to reduce the Initial Principal Amount of such Restricted Global Note, and to increase the Initial Principal Amount of such Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in such Temporary Regulation S Global Note having a principal amount equal to the amount by which the Initial Principal Amount of such Restricted Global Note was reduced upon such transfer.

(b)  Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in any Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note of the same series, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this Section 3.07(2)(b). Upon receipt by the Trustee, as Notes Registrar, at its office in The City of New York of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to the account of a specified Agent Member’s account a beneficial interest in such Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, for which such Agent Member’s beneficial interest is held) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in substantially the form set forth in Exhibit C-2 given by the holder of such beneficial interest, the Trustee, as Notes Registrar, shall instruct the Depositary to reduce the Initial Principal Amount of such Restricted Global Note, and to increase the Initial Principal Amount of such Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Regulation S Global Note having a principal amount equal to the amount by which the Initial Principal Amount of the Restricted Global Note was reduced upon such transfer.

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(c)  Temporary Regulation S Global Note or Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in any Temporary Regulation S Global Note or Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Restricted Global Note of the same series, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this Section 3.07(2)(c). Upon receipt by the Trustee, as Notes Registrar, at its office in The City of New York of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee to credit or cause to be credited to the account of a specified Agent Member a beneficial interest in such Restricted Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (3) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, a certificate in substantially the form set forth in Exhibit C-3 given by the holder of such beneficial interest, the Trustee, as Notes Registrar, shall instruct the Depositary to reduce the Initial Principal Amount of such Temporary Regulation S Global Note or Regulation S Global Note, as the case may be, and to increase the Initial Principal Amount of such Restricted Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the Initial Principal Amount of such Temporary Regulation S Global Note or Regulation S Global Note, as the case may be, was reduced upon such transfer.

(d)  Restricted Certificated Note to Global Note. If the Holder of a Restricted Certificated Note wishes at any time to transfer all or a portion of such Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, the Regulation S Global Note or Temporary Regulation S Global Note of the same series, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this Section 3.07(2)(d). Upon receipt by the Trustee, as Notes Registrar, at its office in The City of New York of (1) such Restricted Certificated Note as provided in Section 3.06, and written instructions satisfactory to the Notes Registrar directing the Trustee to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in the Restricted Global Note, the Temporary Regulation S Global Note or Regulation S Global Note, as the case may be, in a principal amount equal to the Initial Principal Amount of the Restricted Certificated Note (or portion thereof) to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (which shall, in the case of any transfer to a Person who wishes to take delivery in the form of a beneficial

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interest in the Regulation S Global Note, be the Agent Member for Euroclear or Clearstream or both, as the case may be) and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, for which such Agent Member’s account is held, to be credited with such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit C-4, if the specified account is to be credited with a beneficial interest in a Restricted Global Note, or

Exhibit C-5, if the specified account is to be credited with a beneficial interest in the Regulation S Global Note, or Exhibit C-6, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Note, duly executed by such Holder or such Holder’s attorney duly authorized in writing, the Trustee, as Notes Registrar, shall cancel such Restricted Certificated Note and shall instruct the Depository to increase the Initial Principal Amount of such Restricted Global Note, Temporary Regulation S Global Note or Regulation S Global Note by the Initial Principal Amount of the Restricted Certificated Note to be transferred and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the Initial Principal Amount of such Restricted Certificated Note was reduced upon such transfer. Restricted Certificated Notes may not otherwise be exchanged for Global Notes or for beneficial interests in Global Notes.

(e) Temporary Regulation S Global Notes. After the Restricted Period, if the holder of a beneficial interest in a Temporary Regulation S Global Note wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Temporary Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures only in accordance with this Section 3.07(2)(e). Upon delivery (A) by a beneficial owner of an interest in a Temporary Regulation S Global Note to Euroclear or Clearstream, as the case may be, of a certificate substantially in the form of Exhibit C-7, (B) by the transferee of such beneficial interest in the Temporary Regulation S Global Note to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form set forth in Exhibit C-8, and (C) by Euroclear or Clearstream, as the case may be, to the Trustee, as Notes Registrar, of a certificate substantially in the form of Exhibit C-9, the Trustee may direct either Euroclear or Clearstream, as the case may be, to reflect on its records the transfer of a beneficial interest in the Temporary Regulation S Global Note from such beneficial owner to such transferee.

(f) Temporary Regulation S Global Note to Regulation S Global Note. Interests in a Temporary Regulation S Global Note may be exchanged for interests in a Regulation S Global Note of the same series only on or after the termination of the Restricted Period after delivery by a beneficial owner of an interest therein to Euroclear or Clearstream of a certificate substantially in the form of Exhibit C-7, and upon delivery by Euroclear or Clearstream to the Trustee of a certification substantially in the form set forth in Exhibit C-9. Upon receipt of such certification, the Trustee will exchange the portion of the Temporary

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Regulation S Global Note covered by such certification for a beneficial interest in a Regulation S Global Note of the same series.

(3)  Interests in the Temporary Regulation S Global Note to be Held Through Euroclear or Clearstream. Until the termination of the Restricted Period, interests in the Temporary Regulation S Global Notes may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream, provided that this clause (3) shall not prohibit any transfer in accordance with Section

3.07(2).

SECTION 3.08.    Mutilated, Destroyed, Lost and Stolen Notes.

(1)  If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and Initial Principal Amount and bearing a number not contemporaneously outstanding.

(2)  If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same series and of like tenor and Initial Principal Amount and bearing a number not contemporaneously outstanding.

(3)  If any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

(4)  Upon the issuance of any new Note under this Section, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

(5)  Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(6)  The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 3.09.    Payment of Principal and Interest.

(1)  All payments of the principal of, Redemption Price, if any, interest on and other amounts in respect of the Restricted Certificated Notes or other certificated

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Notes shall be payable at the office or agency of the Company maintained for that purpose pursuant to Section 11.02 and at any other office or agency maintained by the Company for that purpose (each, a “Place of Payment”); provided, however, that at the option of the Company payment of interest may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. All payments of the principal of, Redemption Price, if any, interest on and other amounts under the Global Notes, shall be made to the Depositary or its nominee, as the holder thereof. Payment to or credit to the accounts of owners of beneficial interests in such Notes will be effected pursuant to the procedures and customary practices of the Depositary and its Agent Members.

(2)  Interest on any Note (including overdue interest and interest thereon) that is payable on any Scheduled Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest.

(3)  Each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

(4)  Amounts properly withheld under the Code by any Person from a payment to any Holder of interest and/or principal and/or Redemption Price and/or Liquidated Damages shall be considered as having been paid by the Company, or the Insurer if applicable, to such Holder for all purposes of this Indenture.

SECTION 3.10.    Persons Deemed Owners.

(1)  Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of, Redemption Price, if any, and any interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

(2)  Neither any Agent Member nor any other Person on whose behalf any Agent Member may act (including Euroclear and Clearstream and account holders and participants in Euroclear or Clearstream) shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or its nominee, or under any Global Note, and the Depositary or its nominee, as the case may be, shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note (including all Notes represented thereby) for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be as between such Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation

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of customary practices of such Persons governing the exercise of the rights of any Holder.

(3)  For so long as Notes are represented by Global Notes, the Company and the Trustee may request, accept and rely upon a certificate or letter of confirmation signed on behalf of the Depositary, or any form of record executed by it, to the effect that at any particular time or throughout any particular period any particular Person is, was or will be shown in its records as entitled to a particular interest in the Global Notes.

SECTION 3.11.    Cancellation.

All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder that the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be destroyed by the Trustee unless the Trustee shall be directed by a Company Order to return the cancelled Notes to the Company.

SECTION 3.12.    CUSIP, ISIN and Common Code Numbers.

The Company in issuing the Notes may use CUSIP, ISIN and Common Code numbers and, if so, the Trustee shall use CUSIP, ISIN and Common Code numbers in notices of redemption as a convenience to Holders; provided that the Trustee shall assume no responsibility for the accuracy of such numbers and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

DEBT SERVICE COVERAGE ACCOUNT

SECTION 4.01.    Establishment of Debt Service Coverage Account.

(1)  The Company shall cause to be established and maintained as provided in Section 4.01(2) an account, consisting solely of one or more deposit accounts and/or securities accounts which shall be trust accounts, the assets held in which shall not be commingled with the general assets of the Company or the Trustee, in the name of the Trustee, as Trustee for the benefit of the Secured Parties, which account is referred to as the “Debt Service Coverage Account”. The Trustee shall at all times be an Entitlement Holder with respect to each such securities account, and a Customer with respect to each such deposit account. The Debt Service Coverage Account shall be held by the Trustee and administered by the Trustee for the benefit of the Secured Parties as provided in this

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Article Four. The Debt Service Coverage Account shall consist of three subaccounts: (i) a subaccount for the Ongoing Businesses (the “DSCA-Subaccount OB”); (ii) a subaccount for Subaccount OB Deposits (the “DSCA-Subaccount OB (Deposit)”); and (iii) a subaccount for the Closed Block Business (the “DSCA-Subaccount CBB”). The Company shall deposit into each of such subaccounts the amounts specified in this Indenture, at the times and in the manner specified in this Indenture. All products and proceeds of any amounts deposited in any subaccount, including any investments or reinvestments of such proceeds, shall be retained in such subaccount and invested and applied as provided in this Indenture. Funds in the Debt Service Coverage Account may be withdrawn or applied only as provided in this Indenture.

(2)  The Debt Service Coverage Account shall be established and maintained by the Trustee in its own name for the benefit of the Secured Parties at its Corporate Trust Office, and all assets held in the Debt Service Coverage Account shall be held either directly in such office or at subaccounts held in the name of the Trustee. The Trustee shall have sole Control over, and shall be the only party entitled to withdraw funds from, the Debt Service Coverage Account; provided, that the Investment Manager shall be entitled to withdraw assets from such accounts, solely for investment management purposes pursuant to the applicable investment management agreement, and cash solely on a cash against delivery basis. The parties agree that New York law shall be the law of the jurisdiction of the securities intermediary or depositary bank, as applicable, with respect to the Debt Service Coverage Account and each of its subaccounts, and Bank One Trust Company, N.A. (or any successor Trustee) agrees, in its individual capacity, to treat all assets credited to the Debt Service Coverage Account or any of its subaccounts, other than money, as “financial assets” within the meaning of the UCC.

(3)  For purposes of this Indenture, all determinations as to the fair market value of assets held in the Debt Service Coverage Account or any subaccount thereof shall be made by the Investment Manager except as otherwise provided herein. For such purpose, the Investment Manager will value commercial paper at amortized cost and for other assets will use valuations provided to it by Interactive Data Corp., or any successor thereto, or from such other source as may be designated by the Investment Manager, and agreed to by the Company, and consented to by the Insurer, such consent not to be unreasonably withheld.

SECTION 4.02.    Initial Deposit in DSCA-Subaccount OB.

On the Closing Date, the Company shall deposit in the DSCA-Subaccount OB $60,000,000. On the date of issuance of each series of Additional Notes, the Company shall deposit in the DSCA-Subaccount OB 20% of the gross proceeds from the issuance of such Additional Notes.

SECTION 4.03.    Deposits in the DSCA-Subaccount CBB.

The Company shall deposit in the DSCA-Subaccount CBB (i) all dividends paid by MONY Life to the Company attributable to MONY Life’s Closed

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Block Business as provided in Section 14.01, (ii) any net tax payments paid by or on behalf of MONY Group to the Company pursuant to the CBB Tax Agreement or any related written instructions issued by MONY Group as to payments under the CBB Tax Agreement, and (iii) any net payments made to the Company by the Swap Counterparty or the credit support provider under the Swaps. The Company shall deposit any such amounts into the DSCA-Subaccount CBB not later than the fifth Business Day following receipt and reconciliation by the Company of such amount. The Trustee shall deliver quarterly, or as may be requested by the Company, a Notice in the form set forth in Exhibit M (a “Notice of Account Deposit”), to the Company, with a copy to the Insurer, confirming its receipt of each deposit made to the DSCA-Subaccount CBB and that the Trustee has credited such deposit to the DSCA-Subaccount CBB.

SECTION 4.04.    Provision of Information by the Company.

(1)  Not later than the Assessment Date relating to each Scheduled Payment Date the Company shall deliver to the Trustee a notice in the form set forth in Exhibit J (each, a “Notice of Due Payments”), specifying the following amounts and other information (to the extent arising on or after the date of the immediately preceding notice delivered pursuant to this Section 4.04(1)):

(a)  (i) any third-party out-of-pocket costs incurred by the Company with respect to the Notes, other than fees and expenses of the Trustee, that are due and payable on or prior to such Scheduled Payment Date as provided in Section 4.05(1)(b) and (ii) the fees and expenses of the Trustee with respect to the Notes and the trust as limited by the application by the Company of Exhibit G (the Trustee having provided information to the Company prior to the Assessment Date as to its fees and expenses that are payable on or prior to such Scheduled Payment Date),

(b)  any other ongoing expenses incurred directly by the Company attributable to the Closed Block Business (including accounting fees, administrative expenses, etc.) that are due and payable on or prior to such Scheduled Payment Date as provided in Section 4.05(1)(c) as limited by the application by the Company of Exhibit G,

(c)  any net payments due and payable under the Swaps by the Company to any Swap Counterparty on or prior to such Scheduled Payment Date (excluding any termination payments),

(d)  any amounts, including without limitation indemnity or reimbursement payments, that are due and payable to the Insurer under the Insurance Agreement or this Indenture on or prior to such Scheduled Payment Date (including payment of premium), and amounts previously paid by the Insurer to the Holders under the Insurance Policy or to any Swap Counterparty under the Swap Policy,

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(e)  any dividends paid by MONY Life to the Company attributable to MONY Life’s Closed Block Business as provided in Section 14.01 and the amount of any distribution to be made by the Company to MONY Group from such funds, in each case on or prior to such Scheduled Payment Date,

(f)  a list of assets to be liquidated pursuant to any required liquidation of assets under Section 4.05(3) on or prior to such Scheduled Payment Date and the priority in which such assets are to be liquidated,

(g)  any termination payments associated with the Swaps due and payable by the Company to the Swap Counterparty on or prior to such Swap Payment Date, and

(h)  any and all Liquidated Damages payable on or prior to such Scheduled Payment Date.

(2)  Not later than the Assessment Date relating to each Tax Payment Date, the Company shall deliver to the Trustee a notice in the form set forth in Exhibit K (each, a “Notice of Due Tax Payments”) specifying (i) the date of such Tax Payment Date, (ii) net payments due and payable on or prior to such Tax Payment Date by or to the Company under any Tax Agreement, and for each such payment, its amount, the source of payment and its payor and recipient, including the amount of taxes due with respect to the assets and earnings of each of the DSCA-Subaccount CBB, the DSCA-Subaccount OB and the DSCA-Subaccount OB (Deposit) for the relevant tax period on or prior to such Tax Payment Date, as the case may be or (iii) that there are no such payments due and payable under any Tax Agreement.

(3)  On each Assessment Date relating to a Scheduled Payment Date, the Company shall deliver to the Trustee a notice in the form set forth in Exhibit N (each, a “Notice of Current Ratings”), which shall set forth:

(i)  the financial strength rating assigned to MONY Life by each of Moody’s, Standard & Poor’s, Fitch and A.M. Best, if so rated, or if not so rated, a statement to that effect; and

(ii)  the rating assigned to the long-term, senior, unsecured debt of MONY Group by each of Moody’s or Standard & Poor’s, if so rated, or if not so rated, a statement to that effect.

(4)  A copy of every notice delivered by the Company or the Trustee pursuant to this Section 4.04 shall also be provided to the Insurer at the same time as provided to or by the Trustee.

(5)  Not later than the Business Day prior to the Scheduled Payment Date, the Company shall deliver to the Trustee a notice setting forth the Three-Month LIBOR rate for the Interest Period commencing on such Scheduled Payment Date.

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SECTION 4.05.    Withdrawal and Application of Funds.

(1)  On each Scheduled Payment Date or Tax Payment Date the Trustee shall apply the funds on deposit in the Debt Service Coverage Account in reliance, without independent verification, on the basis of the Notice of Due Payments and/or the Notice of Due Tax Payments and other information provided to it (and to the Insurer) by the Company, as specified in Section 4.05(2) in the following priority:

(a)  (i) to make any net Tax Payments due and payable by the Company under the CBB Tax Agreement on or prior to such date, as set forth in the Notice of Due Tax Payments delivered in relation to that Tax Payment Date,

(ii)  to make (x) any net Tax Payments due and payable by the Company under the OB Tax Agreement on or prior to such date and (y) any net tax payments due and payable with respect to the assets and earnings of each of the DSCA-Subaccount CBB, DSCA-Subaccount OB and the DSCA-Subaccount OB (Deposit), as set forth in the Notice of Due Tax Payments delivered in relation to that Tax Payment Date;

(b)  to pay fees of the Investment Manager and any third-party out-of-pocket costs incurred, and due and payable on or prior to such Scheduled Payment Date, by the Company with respect to the Notes, including any such fees and expenses of the Trustee with respect to the Notes and the trust, to the extent, as determined by the Company, limited by the application of Exhibit G, and as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

(c)  so long as the Insurer has not given the Trustee notice of the occurrence and continuation of an Event of Default, to pay other ongoing expenses incurred directly by the Company and due and payable on or prior to such date and attributable to the Closed Block Business, to the extent, as determined by the Company, limited by the application of Exhibit G, and as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

(d)  to pay the net amounts due and payable by the Company to the Swap Counterparty on or prior to such Scheduled Payment Date under the Swaps (excluding any termination payments), and as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

(e)  to pay the premium and commitment fee due and payable to the Insurer on or prior to such Scheduled Payment Date pursuant to the Insurance Agreement, as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

(f)  to pay, reimburse, indemnify or repay the Insurer for all amounts that the Company is obligated to pay, reimburse, indemnify or repay the Insurer

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pursuant to the Insurance Agreement on or prior to such Scheduled Payment Date, as specified to the Trustee by the Company in the relevant Notice of Due Payments, including: (i) for any outstanding amounts paid by the Insurer to the Swap Counterparty under the Swaps or the Swap Policy, (ii) for any outstanding amounts paid by the Insurer to Holders pursuant to or in respect of amounts payable under the Insurance Policy, and (iii) for any indemnity payments and other amounts due and payable by the Company to the Insurer pursuant to the Insurance Agreement (including interest on such amounts as provided under the Insurance Agreements), in each case on or prior to such date and as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

(g)  to pay any interest on the Notes due and payable on or prior to such Scheduled Payment Date (including interest on such amounts, to the extent provided under the terms of the Notes), as determined by the Trustee (provided that if there are not sufficient amounts to make all such payments, the amounts available shall be paid out), pro rata among each of the series of Notes according to the aggregate relative amounts of interest (including interest on such amounts) due and payable on each series of Notes on or prior to such date, and then such amount for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of interest (including interest on such amounts) due and payable on each Note of such series, without any preference of one Note or series over the other;

(h)  to pay any Liquidated Damages to the Holders due and payable on or prior to such Scheduled Payment Date (including interest on such amounts if provided), as set forth in the Notice of Due Payments, pro rata to the Holders in accordance with the relative Liquidated Damages due and payable to each Holder on or prior to such date;

(i)  to repay any principal of the Notes due and payable on or prior to such Scheduled Payment Date, as determined by the Trustee (provided that if there are not sufficient amounts to make all such payments, the amounts available shall be paid out), pro rata among each series of Notes according to the relative aggregate amounts of principal due and payable on the Notes of each such series on or prior to such date, and then such amount for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of principal due and payable on each Note of such series, without any preference of one Note or series over the other;

(j)  if the Trustee has received notice from the Insurer of the occurrence and continuation of an Event of Default, to pay any ongoing expenses incurred directly by the Company referred to in Section 4.05(1)(c);

(k)  to pay any termination payments in respect of the Swaps to the Swap Counterparty, as set forth in the applicable Notice of Due Payments delivered in relation to such Scheduled Payment Date;

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(l)  to repay any Inter-Business Loan in accordance with Section 4.07(2) from the DSCA-Subaccount CBB to the DSCA-Subaccount OB or the DSCA-Subaccount OB (Deposit), as applicable; and

(m)  after the foregoing priorities are satisfied in full, to release any excess funds to the Ongoing Business within the Company outside the DSCA-Subaccount OB or DSCA-Subaccount OB (Deposit); provided, however, that after the release of such excess funds the aggregate market value of all subaccounts of the Debt Service Coverage Account as determined by the Investment Manager as of the relevant Valuation Date shall not be less than the lesser of (i) 100% of the aggregate Remaining Principal Amount of the Notes and (ii) 25% of the aggregate Initial Principal Amount of the Notes (such determination to be made, if necessary, by the Company in writing, provided to the Insurer and confirmed by the Trustee).

After the foregoing priorities are satisfied in full and the Notes are paid in full and all other amounts due and payable to the Insurer are paid in full, all remaining funds in the subaccounts of the Debt Service Coverage Account shall be released to the Company, which may dividend such funds to MONY Group.

Except with respect to the tax payments to be made in accordance with clause (a) above which are to be paid on the Tax Payment Dates, the Trustee shall make withdrawals from the Debt Service Coverage Account under this Section only on Scheduled Payment Dates or Special Payment Dates.

(2)  Except with respect to the tax payments to be made in accordance with Clause (1)(a)(ii) above, in making the payments specified in Section 4.05(1) the Trustee shall first withdraw Cash and then liquidate non-Cash assets (as set forth in Section 4.05(3)) first from the DSCA-Subaccount CBB; next, only if and to the extent necessary, from the DSCA-Subaccount OB; and then next, only if and to the extent necessary, from the DSCA-Subaccount OB (Deposit). Each tax payment specified in clause (y) of Section 4.05(1)(a)(ii) shall be made from the account to which it relates, and the tax payment specified in clause (x) of Section 4.05(1)(a)(ii) shall be made from the DSCA-Subaccount OB.

(3)  If there is insufficient Cash in any subaccount of the Debt Service Coverage Account on any Scheduled Payment Date or Tax Payment Date to make the payments required to be made on such date as provided in Section 4.05(1), but there are assets other than Cash held in such account, the Trustee shall, not later than the close of business on the Business Day immediately following the Assessment Date, liquidate such other assets in the order specified by the Company in an amount sufficient to generate proceeds to satisfy such payments on such date.

(4)  On the Closing Date, the initial premium and the initial commitment fee payment will be paid to the Insurer from the DSCA-Subaccount CBB (which will be funded by an Inter-Business Loan in the aggregate amount of such payments from the DSCA-Subaccount OB to the DSCA-Subaccount CBB). In addition,

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upon the issuance of any series of Additional Notes, the initial premium payable to the Insurer in respect of such Additional Notes will be paid by the DSCA-Subaccount CBB (whether directly or through an Inter-Business Loan) on the closing date of such issuance. The Trustee shall make such payments at the written direction of the Company.

SECTION 4.06.    Statement of Account.

(1)  Not later than three days following each Scheduled Payment Date and Tax Payment Date, the Trustee shall deliver to the Company a statement of account in the form set forth in Exhibit I (each, a “Statement of Account”) specifying:

(a)  all withdrawals made from each subaccount of the Debt Service Coverage Account on or prior to such date and after the immediately preceding Scheduled Payment Date or Tax Payment Date, specifying the subaccount, the recipient of the payment, and the date and amount paid;

(b)  the title and principal amount of each non-Cash asset in each subaccount of the Debt Service Coverage Account liquidated by the Trustee pursuant to Section 4.05(3) on or prior to such date and after the immediately preceding Scheduled Payment Date or Tax Payment Date, specifying the amount of proceeds received;

(c)  the amount of Cash and the title and principal amount of each non-Cash asset held in each subaccount of the Debt Service Coverage Account after giving effect to all payments made on or prior to such date;

(d)  all Subaccount OB Deposits made pursuant to Section 4.08 on or prior to such date and after the immediately preceding Scheduled Payment Date or Tax Payment Date;

(e)  based upon the accounting records of the Company reported to the Trustee as contemplated in Section 4.07(2), the outstanding principal amount of all outstanding Inter-Business Loans on such date and the amount of interest accrued thereon and if, on or prior to such date and after the immediately preceding Scheduled Payment Date, the Trustee has utilized funds held in the DSCA-Subaccount OB or the DSCA-Subaccount OB (Deposit) to fund an Inter-Business Loan, or funds in the DSCA-Subaccount CBB to repay an outstanding Inter-Business Loan, the amount of the Inter-Business Loan, the source of funds for the Inter-Business Loan, and the date of the Inter-Business Loan, and the outstanding principal amount of all Inter-Business Loans on such date and the amount of interest accrued thereon and if, on or prior to such date and after the immediately preceding Scheduled Payment Date, the date of repayment of such Inter-Business Loan and the amount of accrued interest paid thereon; and

(f)  any amount deposited in the Escrow Account on or prior to such date and after the immediately preceding Scheduled Payment Date and the use to which the Trustee applied those funds pursuant to Section 4.05(l).

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(2)  No later than ten days following each Tax Payment Date the Trustee shall deliver to the Company, with a copy to the Insurer, a Notice of Account Deposit specifying all amounts deposited into the DSCA-Subaccount CBB pursuant to any of the Tax Agreements on or prior to such Tax Payment Date and after the immediately preceding Tax Payment Date.

(3)  The Trustee shall also make available each Statement of Account to the Holders in the manner provided in Section 1.05, and to the Insurer in the manner provided in Section 1.04(c), each at the same time as such Statement of Account is provided to the Company.

SECTION 4.07.    Inter-Business Loans.

(1)  If the Trustee applies funds from the DSCA-Subaccount OB or the DSCA-Subaccount OB (Deposit) to priorities (a) through (k) referred to in Section 4.05(1) above (other than amounts payable directly by such Subaccounts pursuant to Section 4.05(1)(a)(ii)(y) and amounts payable by the DSCA-Subaccount OB pursuant to Section 4.05(1)(a)(ii)(x)), the Company shall record a loan on its accounting records (an “Inter- Business Loan”), reflecting the obligation of the Closed Block Business within the Company to repay such amount to the DSCA-Subaccount OB or the DSCA-Subaccount OB (Deposit), as applicable. No Inter-Business Loan shall be evidenced by any note or other documentation other than through the entries on the Company’s accounting records. Each Inter-Business Loan shall, as calculated by the Company, accrete in principal value at a rate per annum equal to Three-Month LIBOR plus 1.75% per annum, compounded quarterly on each Scheduled Payment Date with respect to the Series A Notes, but shall not require the Closed Block Business to pay interest in cash on any Inter-Business Loan until the date such Inter-Business Loan is repaid in full; provided, however, that no interest will accrete or accrue on any and all outstanding Inter-Business Loan while a Trigger Event shall have occurred and be continuing.

(2)  If, as of any Scheduled Payment Date, the Trustee determines that, to the extent the amounts held in the DSCA-Subaccount CBB on such date are more than sufficient to pay in full all the amounts due and payable on such date referred to in clauses (a) through (k) in Section 4.05(1), and any Inter-Business Loan remains outstanding (based upon the accounting records of the Company as reported to the Trustee on the corresponding Assessment Date) on such date, the Trustee shall withdraw the excess funds held in the DSCA-Subaccount CBB and transfer such funds first to the DSCA-Subaccount OB (Deposit) and then to the DSCA-Subaccount OB, as applicable, to the extent required to repay any Inter-Business Loans then outstanding made from such subaccounts, respectively, including any interest accrued thereon. The Inter-Business Loans made from each subaccount shall be repaid in the order of their incurrence, and such repaid Inter-Business Loans shall also be reported on Exhibit I.

SECTION 4.08.    Subaccount OB Deposits.

(1)  For each Scheduled Payment Date, the Trustee shall determine as of the Assessment Date (which shall be treated as the Base Date for purposes of

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determining the Estimated Debt Service) whether the aggregate fair market value of the assets in the Debt Service Coverage Account, as determined by the Investment Manager as of the related Valuation Date and notified to the Company and the Trustee by such Assessment Date, after giving effect to all payments to be made pursuant to priorities (a) through (k) of Section 4.05(1) to be made on that Scheduled Payment Date, will decline to an amount that is less than or equal to the aggregate Estimated Debt Service payable on the following four Scheduled Payment Dates (or the Scheduled Payment Dates remaining until the Stated Maturity of the latest maturing series of Notes, if less than four), as calculated by the Company and confirmed by the Trustee, and, if such value will so decline then the Trustee shall deliver to the Company, with a copy to the Insurer, a notice in the form set out as Exhibit L (each, a “Notice of Required Account Deposit”) no later than three Business Days prior to such Scheduled Payment Date, specifying the amount of the required Subaccount OB Deposit and presenting the calculations on which such determination was made.

(2)  If the Company receives any Notice of Required Account Deposit on any Business Day, the Company will make a deposit (a “Subaccount OB Deposit”) into the DSCA-Subaccount OB (Deposit) in the amount specified in Section 4.08(3) no later than the close of business on a day that is not later than the twentieth day following the receipt of such notice. If the Company receives any Notice of Required Account Deposit on any day that is not a Business Day, the Company will make such Subaccount OB Deposit no later than the close of business on a day that is not later than the twentieth day following the first Business Day to occur after the receipt of such notice. Any such Subaccount OB Deposit shall be made by the Company from funds derived from any source other than the Closed Block Business. Not later than one Business Day following the date on which the Company makes any Subaccount OB Deposit, the Trustee shall deliver to the Company, with a copy to the Insurer, a Notice of Account Deposit confirming its receipt of such Subaccount OB Deposit and that the Trustee has credited such Subaccount OB Deposit to the DSCA-Subaccount OB (Deposit).

(3)   Subject to Section 4.08(4), each Subaccount OB Deposit shall be in an amount sufficient to cause the aggregate amount on deposit in the Debt Service Coverage Account, after giving effect to all payments to be made pursuant to priorities (a) through (k) referred to in Section 4.05(1) on such Scheduled Payment Date, to be equal to the aggregate Estimated Debt Service payable on the following four Scheduled Payment Dates (or the Scheduled Payment Dates remaining until the Stated Maturity of the latest maturing series of Notes, if less than four), as calculated by the Company and confirmed by the Trustee; provided, however, that in no event will the Subaccount OB Deposit to be made on a Scheduled Payment Date exceed the aggregate fair market value of the assets held in the Additional Reserve Account as determined by the Company as of the relevant Valuation Date.

(4)  The aggregate amount of Subaccount OB Deposits made over the period from the initial issuance of Notes to any point in time in which any Notes are Outstanding shall not exceed an amount equal to 20% of the aggregate gross proceeds from the issuance of the Notes up to such point in time. Subaccount OB Deposits

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calculated pursuant this Section 4.08 may not be in negative amounts or result in any withdrawal from the DSCA-Subaccount OB (Deposit).

(5)  If any Subaccount OB Deposit is made, the Company shall cause MONY Life to release an amount equal to the amount of such Subaccount OB Deposit from the Additional Reserve Account to the Ongoing Businesses simultaneously with the making of the deposit.

SECTION 4.09.    Investment of Funds in Debt Service Coverage Account.

(1)  On or prior to the Closing Date, the Company shall enter into, and shall maintain, an investment management agreement with one or more Affiliates of MONY Group (together, the “Investment Manager”) for the provision of investment management services relating to the assets held in the Debt Service Coverage Account. Subject to the provisions of this Section 4.09, the Company may appoint any successor Investment Manager from time to time. Consent of the Holders or the Insurer shall not be required for the appointment of an investment manager that is an Affiliate of the Company, or if not an Affiliate, meets the Investment Management Criteria. In all other instances, as long as no Insurer Default has occurred and is continuing, appointment of an investment manager that is not an Affiliate of the Company will require the consent of the Insurer. The approval of the Insurer, such approval not to be unreasonably withheld, shall also be required for the form of any investment management agreement with an investment manager that is not an Affiliate of the Company.

(2)  So long as the Insurer has not given the Trustee notice of the occurrence and continuation of an Event of Default, the Investment Manager shall invest, and the Trustee hereby authorizes the Investment Manager to so invest in the name of the Trustee, the assets in the Debt Service Coverage Account from time to time in accordance with the DSCA Investment Policy without independent verification of compliance by the Trustee. If an Event of Default has occurred and, following notice by the Insurer of such Event of Default, is not cured within any cure period specified herein under Section 6.01 or if no such cure period is so specified, within 30 days of receipt of such notice by the Company, the Insurer (or its designee) shall have the authority to direct the Trustee to invest the assets in the Debt Service Coverage Account in accordance with the DSCA Investment Policy and to make all other determinations and to take all other actions specified herein to be made or taken by the Investment Manager; provided, that upon cure of such Event of Default, (x) the Insurer shall no longer have such authority, and (y) the Trustee shall invest such assets only in accordance with the instructions of the Investment Manager.

SECTION 4.10.    Deficiency of Funds in Debt Service Coverage Account.

(1) (a)  If, as of close of business on any Assessment Date relating to a Scheduled Payment Date, the aggregate fair market value of all the assets held in the Debt Service Coverage Account as of the relevant Valuation Date, as determined by the Investment Manager and notified to the Company and the Trustee, after taking into account payments to be made on the next succeeding

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Scheduled Payment Date, as set forth in the Notice of Due Payments relating to such Scheduled Payment Date, is not sufficient (as determined by the Trustee) to permit payment of all Scheduled Payments with respect to interest and principal due and payable on the following Scheduled Payment Date, and with respect to net amounts due and payable by the Company under the Swaps to the Swap Counterparty determined in accordance with such Notice of Due Payments, the Trustee shall give notice to the Company and the Insurer by telephone or telecopy of the amount of such deficiency by the close of business on such Assessment Date to be confirmed in writing to the Company and the Insurer by the close of business on such Assessment Date in the form set forth in and in the manner contemplated by the Insurance Policy or the Swap Policy, as applicable.

The aggregate deficiencies with respect to principal and interest payable to Holders and the net payments payable under the Swaps to the Swap Counterparty, are termed the “Amount of Insured Deficiency”.

(b)  At the time of the execution and delivery of this Indenture, and for the purposes of this Indenture, the Trustee shall establish an account for the benefit of Holders and the Insurer (the “Escrow Account”) which shall be a trust account, the assets held in which shall not be commingled with the general assets of the Trustee, and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amount received by it from the Insurer under the Insurance Policy in the Escrow Account and distribute such amount only for purposes of making the Scheduled Payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Holders in the same manner as principal and interest payments are to be made with respect to the Notes under Section 4.05. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay Scheduled Payments with other funds available to make such payments. However, the amount of any payment of principal of or interest on the Notes to be paid from the Escrow Account shall be noted in the notice provided by the Trustee in respect of the Insurance Policy as contemplated in Section 4.10(1)(a). Funds held in the Escrow Account shall not be invested by the Trustee. Any funds remaining in the Escrow Account following a Scheduled Payment Date shall, no later than the following Business Day, be remitted to the Insurer except for funds held for the payment of Notes pursuant to Section 11.03(3) hereof.

(c)  All payments to be made by the Insurer under the Swap Policy shall be made directly to the Swap Counterparty.

(d)  Any funds received by the Trustee as a result of any claim under the Insurance Policy shall be applied by the Trustee, subject to Section 11.03 hereof, together with the funds, if any, to be withdrawn from the Debt Service Coverage Account, directly to the payment in full of the Scheduled Payments due on the Notes (including Notes held for the Trustee’s own account).

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(e)  The Trustee shall keep a complete and accurate record through its SEI Trust System of all funds deposited by the Insurer into the Escrow Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Trustee.

SECTION 4.11.    Additional Reserve Account.

(1)  The Closed Block Business within MONY Life (but not the Closed Block) will pay to the Ongoing Businesses within MONY Life certain administrative payments to facilitate the operation of Article Fourteen hereof (each an “Administrative Payment”). The Administrative Payments shall be payable quarterly on the last Business Day of the first month of each quarter, calculated as of the last day of the prior calendar year on the basis of the charges set forth in Exhibit F to this Indenture.

(2)  By the close of business on each Assessment Date relating to a Scheduled Payment Date, the Company shall provide a notice to the Trustee and the Insurer in the form set out in Exhibit P, specifying the Glide Path Actual Ratio as of such Scheduled Payment Date and presenting the calculations thereof. The Company shall determine and advise the Insurer, and the Trustee shall confirm, within three Business Days following such Scheduled Payment Date (which Scheduled Payment Date shall be the Base Date for purposes of this Section), whether:

(a)  the absolute value of the quantity (A minus B) is greater than 0.0300, where “A” equals the Glide Path Projected Ratio for such Scheduled Payment Date and “B” equals the Glide Path Actual Ratio for such Scheduled Payment Date (the amount of any positive excess of such absolute value over 0.0300 being termed the “Ratio Excess” as of such Scheduled Payment Date); and whether

(b)  the aggregate fair market value of the assets held in the Debt Service Coverage Account, as determined by the Investment Manager as of the relevant Valuation Date and notified to each of the Company, the Trustee and the Insurer, after giving effect to any payments to be made pursuant to priorities (a) through (k) referred to in Section 4.05(1) on such Scheduled Payment Date and to any deposits made in the Debt Service Coverage Account on that date is less than (the amount of any such positive shortfall being termed the “DSCA Shortfall”) the greater of:

(x)  10% of the Remaining Principal Amount of the Notes Outstanding on such Scheduled Payment Date, after giving effect to any principal payments to be made on such Scheduled Payment Date, and

(y)  the aggregate Estimated Debt Service payable on the following four Scheduled Payment Dates (or the Scheduled Payment Dates remaining until the Stated Maturity of the latest maturing series of

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Notes, if less than four), as calculated by the Company and confirmed by the Trustee.

(3)  If the Company makes an affirmative determination (which the Trustee shall confirm) pursuant to (a) or (b) of clause (2) of this Section 4.11, the Trustee shall deliver to the Company, with a copy to the Insurer, a Notice of Required Account Deposit. On the basis of such Notice of Required Account Deposit, the Company will cause the Closed Block Business within MONY Life (but not the Closed Block) to deposit by internal book entry the Administrative Payments with payment dates succeeding such Scheduled Payment Date, when and as such Administrative Payments would otherwise be due and which would otherwise have been payable to the Ongoing Business within MONY Life, in an additional reserve account held by MONY Life in the Closed Block Business within MONY Life (the “Additional Reserve Account”), until the next Scheduled Payment Date as to which the Trustee makes a negative determination pursuant to (a) and (b) of clause (2) of this Section 4.11; provided, however, that the aggregate required deposit (or deposits) by internal book entry to the Additional Reserve Account with respect to such Scheduled Payment Date will not be greater than the larger of the Glide Path Deviation Excess and the DSCA Shortfall (if any); and provided, further, however, that at no time will the amount of the Additional Reserve Account exceed 56% of the aggregate Initial Principal Amount of the Notes issued prior to such time. Not later than one Business Day following the date on which the Closed Block Business within MONY Life (but not the Closed Block) makes any deposit by internal book entry into the Additional Reserve Account, the Company shall deliver to the Trustee, with a copy to the Insurer, confirmation of such deposit by internal book entry.

(4)  If, as of any Scheduled Payment Date:

(a)  the Glide Path Deviation Excess, as determined in accordance with the notice provided for in Section 4.11(2) hereof relating to such Scheduled Payment Date, equals zero, and the fair market value of the assets held in the Debt Service Coverage Account, as determined by the Investment Manager as of the relevant Valuation Date and notified to the Company by the Trustee, after giving effect to any deposits to be made to the Debt Service Coverage Account and any payments to be made pursuant to priorities (a) through (k) referred to in Section 4.05(1) on such Scheduled Payment Date, equals or exceeds the greater of:

(x)  10% of the outstanding Remaining Principal Amount of the Notes Outstanding after giving effect to any principal payments to be made on that date, and

(y)  the aggregate Estimated Debt Service payable on the following four Scheduled Payment Dates (or the Scheduled Payment Dates remaining until the Stated Maturity of the latest maturing series of Notes, if less than four), as calculated by the Company and confirmed by the Trustee,

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then all funds in the Additional Reserve Account shall be released from the Additional Reserve Account and paid to the Ongoing Businesses within MONY Life. Furthermore, upon the release of the Company from its obligations under the Notes and to the Insurer under the Insurance Agreement, or the satisfaction of such obligations in full, any amount remaining in the Additional Reserve Account will be paid to the Ongoing Businesses within MONY Life.

ARTICLE FIVE

SATISFACTION AND DISCHARGE

SECTION 5.01.    Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes in this Indenture expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(1)  either:

(a)  all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.08 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b)  all such Notes not theretofore delivered to the Trustee for cancellation:

(i)  have become due and payable, or

(ii)  will become due and payable at their Stated Maturity within one year, or

(iii)  are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (b)(i), (ii) or (iii) above, has deposited or caused to be deposited in the Escrow Account for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, interest to the date of such deposit (in the case of Notes that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, and Liquidated Damages, if any,

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and such amount is available for the payment of principal, the Redemption Price, if any, and interest in accordance with Section 4.05 and Section 12.09, as applicable, and Liquidated Damages, if any; and

(2)  the Company has paid or caused to be paid all other sums payable by the Company to the Insurer hereunder or pursuant to the Insurance Agreement, or has been relieved of all obligations hereunder pursuant to Section 6.06 or Section 12.10; and

(3)  the Company has delivered to the Trustee, with a copy to the Insurer, an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent in this Indenture provided for relating to the satisfaction and discharge of this Indenture have been complied with; and

(4)  the Insurance Policy and the Swap Policy shall have terminated in accordance with their terms or otherwise; and

(5)  the Swap Agreement shall have terminated and all amounts payable by the Company to the Swap Counterparty shall have been fully paid.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, the obligations of the Trustee to any Authenticating Agent under Section 7.14 and, if money shall have been deposited with the Trustee pursuant to Subclause (b) of clause (1) of this Section 5.01, the obligations of the Trustee under Section 5.02, Section 11.03(3) and Section 12.08, and the obligations of the Company under Section 15.07(4) shall survive.

SECTION 5.02.    Application of Money in the Debt Service Coverage Account and the Escrow Account.

Subject to the provisions of Section 11.03(3), all money held with the Trustee in the Debt Service Coverage Account and all money deposited with the Trustee in the Escrow Account pursuant to Section 4.10, and all money deposited by the Company pursuant to Section 12.07, shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto.

ARTICLE SIX

REMEDIES

SECTION 6.01.    Events of Default.

(1)  “Event of Default”, wherever used in this Indenture means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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(a)  the making of any payment by the Insurer under the Insurance Policy or the Swap Policy; or

(b)  the transfer by MONY Life of any Surplus and Related Assets to the Closed Block other than a transfer to the Closed Block of funds previously transferred to the Surplus and Related Assets from the Ongoing Businesses within MONY Life in connection with the Closed Block Tax Sharing Procedure (it being understood, for the avoidance of doubt, that Surplus and Related Assets may be transferred to satisfy any obligation to pay benefits, expenses, taxes and policyholder dividends in respect of policies and contracts included in the Closed Block at any time, including following an Event of Default, notwithstanding that any such transfer may constitute an Event of Default); or

(c)  the occurrence of a Bankruptcy Event with respect to MONY Group, the Company or MONY Life; or

(d)  the failure of the Company to make a Scheduled Payment or to pay the Redemption Price of any Notes, together with any interest payable thereon, in full when due, or to make a payment under the Swap Agreement in full when due, and any such default remains unremedied for a period of three Business Days; or

(e)  the failure of the Company to make a Subaccount OB Deposit as provided in Section 4.08 of this Indenture, and continuance of such default for a period of 20 days (i) after there has been given, by registered or certified mail, to the Company by the Trustee or the Insurer a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, or (ii) after the Company has actual knowledge thereof; or

(f)  the default of the Company or MONY Group in the performance, or breach, of any other covenant or warranty applicable to it under this Indenture, and continuance of such default or breach for a period of 20 days (90 days in the case of a default in the performance, or breach, of Section 11.12(1)) (x) after there has been given, by registered or certified mail, to the Company by the Trustee or the Insurer a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, or (y) after the Company or MONY Group, as the case may be, has actual knowledge of such default or breach on its own part; or

(g)  the failure of the security interest in the Collateral granted to the Secured Parties pursuant to Article Fifteen to be perfected, other than as a result of any act or omission on the part of the Insurer; or

(h)  the default of MONY Group to make or cause to be made payments to the Company as provided for in the CBB Tax Agreement, and continuance of such default for a period of ten Business Days after the Company has actual knowledge of such default; or

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(i)  the default of the Company to pay any premium to the Insurer when due under the Insurance Agreement, and continuance of such default for a period of three Business Days.

(2)  Notwithstanding the foregoing, in the event a dispute arises between the Company and the Insurer or a representative of the Holders (duly appointed for such purpose by not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding) (the “representative”), as applicable, as to whether an Event of Default has occurred and is continuing from the breach of the covenants contained in Sections 11.06(3) and 11.06(6) of this Indenture, unless the Company and the Insurer (as long as no Insurer Default has occurred and is continuing) or the representative (but only as long as an Insurer Default has occurred and is continuing) agree that such Event of Default has been cured within ten days following receipt of written notice of default from the Trustee or the Insurer, the Company and the Insurer (as long as no Insurer Default has occurred and is continuing) or the representative (but only as long as an Insurer Default has occurred and is continuing) shall first meet at a mutually agreed time (but not later than the 15th day following receipt of such written notice) and place and attempt to negotiate a resolution of the dispute. In the event such negotiation fails to resolve any such conflict, the parties hereby agree to submit the determination of whether an Event of Default has occurred and is continuing to arbitration administered by the American Arbitration Association under its then current Commercial Arbitration Rules. Any such controversy shall be submitted in New York, New York to a panel of three arbitrators, one chosen by the Company and one by the representative or the Insurer, as applicable, and the third under the American Arbitration Rules. The arbitrators shall have no authority to make any other ruling, finding or award relating to the Notes issued under this Indenture, except for the finding contemplated by this paragraph (2) of this Section 6.01. The parties shall abide by the finding rendered by the arbitrators and shall not contest such finding in any court of law. The Company and the Insurer or the representative, as applicable, shall use reasonable efforts to conclude such arbitration within 80 days following the end of the cure period of ten days as provided in this paragraph (2) of this Section 6.01. The foregoing provisions of this Section 6.01(2) shall not apply, and no meeting, negotiation or arbitration shall be required to be commenced or continued in connection with a dispute as to whether an Event of Default has occurred and is continuing from the breach of the covenants contained in either of Sections 11.06(3) or 11.06(6) if (i) the dispute also involves a purported Event of Default arising from the breach of any other provision of this Indenture or (ii) a dispute involving a purported Event of Default arising from the breach of any other provision of this Indenture shall arise after the commencement of any such meeting, negotiation or arbitration.

SECTION 6.02.    Acceleration of Maturity; Rescission and Annulment; Foreclosure.

(1)  If an Event of Default occurs and is continuing, then in every such case the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding may direct the Trustee to declare the principal of and interest on all the Notes to be due and payable immediately (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether to give any

58

such direction), and upon any such declaration such principal and interest shall become immediately due and payable. If an Insurer Default has occurred and is continuing, then the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Outstanding Notes may direct the Trustee to declare the principal of and interest on the Notes to be due and payable immediately, and upon any such declaration such principal and interest shall become immediately due and payable. Any such declaration of acceleration shall be made by a notice in writing to the Company, from the Trustee, pursuant to the procedures set forth in Section 1.04.

(2)  At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Six provided, the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Outstanding Notes may (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether to give any such direction) by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a)  the Company has paid or deposited with the Trustee in the DSCA-Subaccount CBB a sum sufficient (taking into account all higher priority payments required to be made prior to such amounts are paid pursuant to Section 4.05) to allow payment of:

(i)  all overdue interest on all Notes and all Liquidated Damages and interest (if any) owing thereon,

(ii)  the principal of and redemption premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates prescribed by the Notes,

(iii)  to the extent that payment of such interest is lawful, interest upon overdue interest at the respective rates prescribed by the Notes,

(iv)  all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and

(v)  all amounts due and payable at such time to the Insurer and the Swap Counterparty; and

(b)  all Events of Default, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.15.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

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(3)  If there is an acceleration pursuant to paragraph (1) of this Section and such acceleration has not been rescinded or annulled pursuant to paragraph (2) of this Section, and if the principal, interest and other amounts due and payable due to such acceleration have not been paid by the Company, then in every such case the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding may vote to foreclose on the Collateral (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether and how to exercise any such vote), by a notice in writing to the Company, with a copy to the Trustee, and upon such declaration foreclosure proceedings may commence.

SECTION 6.03.     Suits for Enforcement by Trustee.

If an Event of Default occurs and is continuing, the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding may direct the Trustee, subject to Section 7.01 (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether and how to exercise any such vote) to, proceed to protect and enforce its rights, the rights of the Holders and the rights of the Insurer under this Indenture by such appropriate judicial proceedings as the Trustee or the Insurer, as the case may be, shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper remedy, subject to the limitations set forth in Section 6.04.

SECTION 6.04.    Remedies Regarding Collateral; Application of Proceeds.

(1)  If the Holders elect to foreclose on the Collateral as provided in Section 6.02(3), then not later than ten Business Days from the day on which the Trustee receives written notice of such election, the Trustee shall (or shall, at the discretion of the Insurer, as long as no Insurer Default has occurred and is continuing), exercise or take any or all of the following rights, remedies or actions:

(a)  exercise any and all rights and remedies of a secured party with respect to all or any part of the Collateral under the UCC and other applicable law; and

(b)  sell, assign, transfer, endorse and deliver the whole or, from time to time, any part of the Collateral at a public or private sale or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery, and for such terms as the Trustee in its reasonable discretion may deem appropriate; provided, however, that every aspect of the disposition of the Collateral, including the method, manner, time, place, and other terms, must be commercially reasonable.

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(2)  The parties acknowledge and agree that (x) with respect to the securities and instruments held in the Debt Service Coverage Account that are of a type that is customarily sold on a recognized market the notification requirements of Section 9-611 of the UCC are inapplicable, and (y) any Collateral that is not of a type that is customarily sold on a recognized market is subject to the notification requirements prescribed in Section 9-611(b) of the UCC. To the extent that such notice is required and has not been waived after default, the Company agrees that if such notice is given to it in the manner provided in Section 1.04 at least ten Business Days before the time of sale or disposition, such notice shall be deemed commercially reasonable and shall fully satisfy any requirement for the giving of such notice to it. The Insurer agrees that to the extent that such notice is required to be given to it and has not been waived after default, if such notice is given to it in the manner provided in Section 1.04 at least 10 Business Days before the time of sale or disposition, such notice shall be deemed commercially reasonable and shall fully satisfy any requirement for the giving of such notice to it. At any sale or other disposition of the Collateral by the Trustee, the Collateral, or portion thereof to be sold, may be sold as an entirety or in separate parcels, as the Trustee may in its sole and absolute discretion determine, unless otherwise instructed by the Insurer; provided that such disposition is commercially reasonable. Any sale or other disposition of the Collateral by the Trustee may be made through such brokers as may be selected by the Trustee in its sole discretion and on such commercially reasonable terms as the Trustee may determine, unless otherwise instructed by the Insurer, without any obligation to advertise or give notice of any kind other than that necessary under applicable law. The Trustee, unless otherwise instructed by the Insurer, may, without notice or publication, adjourn any public sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and, to the extent permitted by law, such sale may, without further notice, be made at the time and place to which the same was so adjourned. If the sale of all or any part of the Collateral is made on credit for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Trustee shall not incur any liability if any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale in this Indenture conferred, the Trustee may, unless otherwise instructed by the Insurer, proceed by suit or suits at law or at equity to foreclose on and sell the Collateral pursuant to the judgment or decree of a court or courts having competent jurisdiction.

SECTION 6.05.    Application of Moneys Collected.

The Trustee shall notify the Company of its intent to distribute the moneys collected by the Trustee pursuant to this Article and the Company shall promptly provide a Notice of Due Payments to the Trustee upon receipt of such notice. Any money collected by the Trustee pursuant to this Article (after deducting the costs of liquidation, the Trustee’s fees and expenses in connection therewith, and any governmental fees or taxes required to be paid to effectuate the liquidation) shall be distributed in accordance with Section 9-615 of the UCC in the following order of priority in accordance with Section 9-615 of the UCC:

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(a)  To the payment of any Tax Payments payable by the Company to MONY Group under the CBB Tax Agreement that are due but unpaid at such time, as set forth in the applicable Notice of Due Payments;

(b)  To the payment of all reasonable fees and expenses of the Trustee with respect to the Notes, subject to the limitations set forth in Exhibit G, as set forth in the applicable Notice of Due Payments;

(c)  To the payment of any premium due and payable to the Insurer under the Insurance Agreement, as set forth in the applicable Notice of Due Payments;

(d)  To the payment of net amounts due and payable to the Swap Counterparty, as set forth in the applicable Notice of Due Payments;

(e)  To the payment of the amounts due and payable to the Insurer under this Indenture and the Insurance Agreement (other than any premium due and payable to the Insurer) as set forth in the applicable Notice of Due Payments;

(f)  To the payment of the amounts due and payable as interest on the Notes (including interest on such amounts, to the extent provided under the terms of the Notes) as determined by the Trustee, pro rata among each of the series of Notes according to the aggregate relative amounts of interest (including interest on such amounts) due and payable on each series of Notes, and then such amount for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of interest (including interest on such amounts) due and payable on each Note of such series, without any preference of one Note or series over the other;

(g)  To the payment of Liquidated Damages due and payable to the Holders, pro rata to the Holders in accordance with the relative Liquidated Damages due and payable to each Holder;

(h)  To the payment of the amounts due and payable as principal of the Notes, as determined by the Trustee, pro rata among each series of Notes according to the relative aggregate amounts of principal due and payable on the Notes of each such series, and then such amount for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of principal due and payable on each Note of such series, without any preference of one Note or series over the other;

(i)  To the payment of any termination payments in respect of the Swaps to the Swap Counterparty, as set forth in the applicable Notice of Due Payments; and

(j)  After the foregoing priorities are satisfied in full, to the Company.

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SECTION 6.06.    Limited Recourse.

(a)  Recourse with respect to the obligations of the Company on the Notes or under this Indenture or the Insurance Agreement or the Registration Rights Agreement or any agreement, instrument, certificate or other document relating hereto or thereto, shall be limited, first, to the Collateral, and, upon foreclosure on all the Collateral, liquidation of all the Collateral and application of the moneys so collected pursuant to Section 6.05 hereof, second, to the Company as senior, unsecured indebtedness to the extent of the Fair Market Value of the Closed Block Business as of the date of the commencement of foreclosure on the Collateral. For this purpose, the “Fair Market Value of the Closed Block Business” shall mean the value of the Closed Block Business, determined in accordance with the remaining provisions of this Section 6.06(a), that would be obtained in an arm’s-length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, and without regard to the particular circumstances of the buyer or seller. The Fair Market Value of the Closed Block Business shall be calculated as the present value of the Projected Cash Flows of the Closed Block Business before debt service in respect of the Notes using the Discount Rate. “Projected Cash Flows” shall mean cash flows projected by the parties and in the manner specified in this Section 6.06(a) below. “Discount Rate” shall mean the discount rate, selected by the parties and in the manner specified in this Section 6.06(a) below, that, in the professional judgment of such parties, is the most appropriate rate for the purposes of calculating the present value of the Projected Cash Flows of the Closed Block Business. The determination of Projected Cash Flows and Discount Rate (i) shall be jointly made by two nationally recognized investment banks, respectively selected by MONY Group and by Holders of not less than 50.1% in Remaining Principal Amount of the Notes (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in selecting such bank) and (ii) shall take into account the provisions of Article VIII of the Plan of Reorganization relating to the declaration and amount of Closed Block policyholder dividends. In their determination of the Projected Cash Flows, the selected investment banks shall jointly obtain the services of a nationally recognized actuarial appraisal firm in order to determine the cash flows necessary for the payment or discharge of the remaining Closed Block Liabilities. If such selected investment banks cannot agree on Projected Cash Flows and Discount Rate within 60 days after they have been selected, they shall designate as a third appraiser, within 30 days of the determination of such investment banks that they cannot so agree, a nationally recognized investment bank, whose appraisal shall be determinative. The costs required for the determination of the Fair Market Value of the Closed Block Business shall be borne by MONY Group. The parties shall cooperate and shall provide all necessary information and assistance to permit any determination hereunder.

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(b)  No recourse may be had with respect to the Notes, this Indenture, the Insurance Policy, the Insurance Agreement, the Registration Rights Agreement or any agreement, instrument, certificate, or other document related hereto or thereto against any member of the Company, any Affiliate, Subsidiary or controlling person of the Company or any of their respective stockholders, partners or members, or against any officer or director of any such Person or any of their successors or predecessors, or against any beneficiary or equity owner of a trust, including MONY Group or MONY Life, and, except as provided above, no suit, claim or proceeding may be brought against any such Person for any obligation relating to the Notes, the Indenture, the Insurance Agreement, the Registration Rights Agreement or any such agreement, instrument, certificate, or other document.

SECTION 6.07.    Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company, its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions necessary or appropriate in order to have claims of the Holders, the Insurer or the Trustee, as the case may be, allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder and the Insurer to make such payments to the Trustee and if the Trustee shall consent to the making of such payments directly to the Holders or the Insurer, as applicable, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or the Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder or the Insurer thereof or to authorize the Trustee to vote in respect of the claim of any Holder or the Insurer in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders (but not on behalf of the Insurer), vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 6.08.    Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and

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counsel, be for the ratable benefit of the Holders or the Insurer as applicable, in respect of which such judgment has been recovered.

SECTION 6.09.    Limitation on Suits.

No Holder (or the Insurer, in exercising the rights of the Holders) shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)  such Holder (or the Insurer, in exercising the rights of the Holders) has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

(2)  the Holders of not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether and how to exercise any such vote) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)  such Holder (or Holders), or the Insurer, as applicable, have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)  the Trustee for 60 days after its receipt of such notice, request and offer of reasonable indemnity has failed to institute any such proceeding; and

(5)  no direction inconsistent with such written request has been given (in accordance with the terms of this Indenture) to the Trustee during such 60-day period by the Holders of a majority in Remaining Principal Amount of the Notes Outstanding (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether to give any such direction);

it being understood and intended that no one or more of such Holders (or the Insurer, in exercising the rights of the Holders) shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders or the Insurer, or to obtain or to seek to obtain priority or preference over any other of such Holders or the Insurer or to enforce any right under this Indenture, except in the manner in this Indenture provided and for the equal and ratable benefit of all of such Holders and the Insurer, subject to the provisions of this Indenture.

SECTION 6.10.    Unconditional Right of Holders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the

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principal of and any premium and interest on such Note on the respective Scheduled Payment Dates expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment (subject to Section 6.06), and such rights shall not be impaired without the consent of such Holder.

SECTION 6.11.    Restoration of Rights and Remedies.

If the Trustee, the Insurer or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, the Insurer or such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee, the Insurer and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Insurer and the Holders shall continue as though no such proceeding had been instituted.

SECTION 6.12.    Remedies Not Exclusive.

(1)  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 3.08, no remedy conferred upon or reserved to the Trustee or the Insurer or Holders under this Indenture is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and in addition to every other remedy conferred in this Indenture or now or hereafter existing at law or in equity or by statute, including, without limitation, any rights the Insurer may have under the equitable doctrine of subrogation.

(2)  The Trustee shall have, with respect to the Collateral, in addition to any other remedies that may be available to it at law or in equity pursuant to this Indenture, all rights and remedies conferred upon a secured party under the UCC.

SECTION 6.13.    Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder or the Insurer to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default, as applicable, or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders or the Insurer may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders or the Insurer, as the case may be.

SECTION 6.14.    Control of Proceedings.

The Holders of not less than 66 ²/3% of the Remaining Principal Amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Notes (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the

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exclusive right under Section 1.03(4) to exercise the rights of the Holders to so direct); provided that:

(a)  such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Trustee in personal liability or expense for which the Trustee has not received a reasonable indemnity, and

(b)  the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTIO N 6.15.    Waiver of Past Defaults.

(1)  The Holders of not less than 66 ²/3% in Remaining Principal Amount of the Notes Outstanding may on behalf of the Holders of all the Notes, waive any past default hereunder and its consequences (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders in determining whether so to waive) except a default:

(a)  in the payment of the principal of or interest on any Note or of Liquidated Damages in respect of any Note except as provided under Section 6.02(2)(b), or

(b)  in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Note affected.

(2)  Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 6.16.    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, having due regard to the merits and good faith of the claims or defenses made by such party litigant, provided that this Section 6.16 shall not be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee.

SECTI ON 6.17.    Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this

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Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power in this Indenture granted to the Trustee, including the power to liquidate and apply the Collateral, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.18.    Trigger Events.

(1)  Upon the occurrence of a Trigger Event, and as long as no Insurer Default has occurred and is continuing, then either or both of the following may occur, at the option of the Insurer at the date (“Special Payment Date”) notified by the Insurer to the Company and the Trustee on behalf of the Holders pursuant to Section 1.04:

(a)  all future premiums payable pursuant to the Insurance Agreement shall become immediately due and payable, or

(b)  subject to the payment priorities set forth in Section 4.05(1), assets held in the Debt Service Coverage Account in excess of the amount equal to the aggregate Estimated Debt Service payable on the immediately following Scheduled Payment Date may be applied to prepay all or a portion of the principal of Notes of all series, pro rata among each series of Notes according to the relative aggregate amounts of Remaining Principal Amount on the Notes of each such series, and then such amounts for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of Remaining Principal Amount on each Note of such series, without any preference of one Note or series over another; or to pay all or a portion of interest due and payable on the Notes, pro rata according to the aggregate relative amounts of interest (including interest on such amounts) due and payable on each series of Notes on or prior to such date, and then such amount for each series shall be allocated pro rata among the Notes of such series according to the relative amounts of interest (including interest on such amounts) due and payable on each Note of such series, without any preference of one Note or series over the other. If all or a portion of the principal of the Notes is prepaid pursuant to this Section 6.18(1)(b), the Company may refinance such prepaid portion of principal, if any; provided that the refinanced portion corresponding to the prepaid portion of principal on the Notes shall be subordinated in time and in right of payment (on subordination terms, materially as set forth in Exhibit O), to the remaining Notes Outstanding and shall have a maturity that is longer than that of the latest maturing Notes Outstanding; and provided, further, that no such application of amounts in the Debt Service Coverage Account pursuant to this Section 6.18(1)(b) shall cause the Company to be required to make a Subaccount OB Deposit pursuant to Section 4.08, even if the conditions for a Subaccount OB Deposit pursuant to Section 4.08 are triggered by such application.

(2)  A “Trigger Event” shall mean:

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(a)  a downgrade by Standard & Poor’s of MONY Group’s senior debt rating to BB+ or below, or by Moody’s to Ba2 or below; or

(b)  an Event of Default occurs and is not waived pursuant to Section 6.15.

(3) If a Trigger Event occurs, the Company shall promptly give notice of such occurrence to the Trustee and the Insurer pursuant to the procedures set forth in Section 1.04. Upon receipt of such notice, the Insurer, as long as no Insurer Default has occurred and is continuing, shall notify the Trustee of its decision to elect one or more of the consequences specified in Section 6.18(1).

SECTION 6.19.    Subrogation of Insurer.

(1) Anything herein to the contrary notwithstanding, any payment with respect to the principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Insurance Policy shall not be considered payment by the Company, shall not discharge the Company in respect of its obligation to make such payment and shall not result in the payment of or the provision for the payment of the principal of or interest on the Notes within the meaning of Article Five hereof. The Company and the Trustee acknowledge that without the need for any further action on the part of the Insurer, the Company, the Trustee or the Notes Registrar in the event that the Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Company.

(2) Any subrogation rights granted pursuant to this Section 6.19 shall be in addition to and not in limitation of rights of subrogation otherwise available to the Insurer in respect of any payments made by the Insurer and any other rights granted to the Insurer pursuant to this Indenture, the Insurance Agreement and the Swap Agreement.

ARTICLE SEVEN

THE TRUSTEE

SECTION 7.01.    Certain Duties and Responsibilities.

(1) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(2) The Trustee shall use the same degree of care with respect to the Collateral transferred to or by it or in its control or possession that it uses for property

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that it holds for itself in its individual capacity. The Trustee shall keep appropriate records in connection with its obligations and duties arising under this Indenture in a commercially reasonable form and upon resignation or removal shall deliver such records or appropriate summaries thereof in the form and manner then kept to its successor or to the Company. Except as permitted hereunder, the Trustee shall not sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any of the Collateral.

(3) All moneys and other property received by the Trustee under or pursuant to any provision of this Indenture shall be held in trust for the purposes of this Indenture and the Trustee (except as otherwise provided in this Indenture) shall have no right to set off or apply any such monies or other property against any obligation of the Company or any Secured Party, and hereby waives any and all security interests or rights of setoff that it may otherwise have against the Collateral, except as provided in this Indenture.

(4) Subject to contrary instructions from the Insurer (as long as no Insurer Default has occurred and is continuing), if an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(5) Except during the continuance of an Event of Default:

(a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee, it being expressly understood that the Trustee has no obligation to monitor compliance by the Company with any covenant or agreement contained in this Indenture (including, but not limited to, Article Eleven hereof) unless the Trustee is expressly stated to be obligated to monitor such compliance;

(b) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and, if required by the terms of this Indenture, substantially conforming to the requirements of this Indenture; provided, however, that the Trustee shall examine the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture (provided, that the Trustee shall have no obligation to confirm that any information contained therein has been properly calculated or prepared); and

(c) the Trustee shall have no obligation to confirm or calculate any numerical information provided to it in this Indenture except for the confirmations or calculations specifically set forth herein.

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(6)  The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(a)  this paragraph does not limit the effect of paragraph (1) of this Section 7.01;

(b)  the Trustee shall not be liable for any error of judgment made in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.14.

(7)  The Company hereby directs the Trustee to enter into the Insurance Agreement as of the Closing Date.

SECTION 7.02.    Notice of Defaults.

If an Event of Default occurs hereunder with respect to the Notes, and an Authorized Officer of the Trustee in the Corporate Trust Office has actual knowledge of its occurrence and continuance, the Trustee shall give all Holders entitled to receive reports pursuant to Section 3.13(c) of the TIA, with a copy to the Company and the Insurer, notice of such default; provided, however, that in the case of any default of the character specified in Section 6.01(1)(f) with respect to the Notes, no such notice shall be given to the Holders until at least 30 days after the occurrence thereof.

SECTION 7.03.    Certain Rights of Trustee.

Subject to the provisions of Section 7.01:

(1)  the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)  any request or direction of the Company mentioned in this Indenture shall be sufficiently evidenced by a Company Request or Company Order;

(3)  whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be in this Indenture specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

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(4)  the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5)  the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders or the Insurer pursuant to this Indenture, unless such Holders or the Insurer shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction, and the Insurer hereby agrees to indemnify the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with the requests or directions of the Insurer pursuant to this Indenture, to exercise any of the rights or powers vested in the Trustee by this Indenture and the Trustee hereby acknowledges that such indemnity from the Insurer pursuant to this Section 7.03(5) is sufficient for purposes of the indemnification requirements of the Trustee under this Indenture;

(6)  the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(7)  the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 7.04.    Not Responsible for Recitals or Issuance of Notes.

The recitals contained in this Indenture and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 7.05.    May Hold Notes.

The Trustee, any Authenticating Agent, any Paying Agent, any Notes Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Section 7.14, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Notes Registrar or such other agent.

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SECTION 7.06.    Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or pursuant to the terms of this Indenture. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

SECTION 7.07.    Compensation and Reimbursement.

Subject to Articles Four and Six, the Company agrees:

(1)  to pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree from time to time for all services rendered by it hereunder as specified in and subject to the limitations set forth in Exhibit G (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), or as otherwise consented to by the Insurer (as long as no Insurer Default has occurred and is continuing) which consent shall not be unreasonably withheld;

(2)  except as otherwise expressly provided in this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and

(3)  to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

SECTION 7.08.    Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any conflicting interest, within the meaning of the TIA, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture.

SECTION 7.09.    Corporate Trustee Required; Eligibility.

There shall at all times be one (and only one) Trustee hereunder, which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and qualified and eligible under this Article and otherwise permitted by the TIA to act as

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Trustee under an Indenture qualified under the TIA, and having its Corporate Trust Office in The City of New York, the State of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Seven.

SECTION 7.10.    Resignation and Removal; Appointment of Successor.

(1)  No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Seven shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11.

(2)  The Trustee may resign at any time by giving written notice thereof to the Company, with a copy to the Insurer. If an instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(3)  The Trustee may be removed at any time by Act of the Holders of 66 ²/3% in Remaining Principal Amount of the Notes Outstanding(it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders), delivered to the Trustee and to the Company.

(4)  If at any time:

(a)  the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Company, by the Insurer (so long as no Insurer Default has occurred and is continuing) or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(b)  the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Company Order may remove the Trustee, or (ii) subject to Section 6.16, any Holder who has been a bona fide Holder of a Note for at least six months, or the Insurer (so long as no Insurer Default has occurred and is continuing), may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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(5)  If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Company Order, shall, with the consent of the Insurer, such consent not to be unreasonably withheld, promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 7.11, it being agreed that the Insurer shall consent to the appointment of any successor Trustee that (i) is a Federal or U.S. state-chartered depository institution or trust company, (ii) has a combined capital and surplus of at least $50,000,000 and has its corporate trust office in The City of New York, the State of New York, and (iii) the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term and long-term unsecured debt obligations of which) are rated P-1 and Aaa by Moody’s, or A-1+ and AAA by Standard & Poor’s at the time any amounts are held on deposit therein. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of 66 ²/3% in Remaining Principal Amount of the Notes Outstanding (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders) delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 7.11, any Holder who has been a bona fide Holder of a Note for at least six months, or the Insurer, as long as no Insurer Default has occurred and is continuing, may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(6)  The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders and the Insurer in the manner provided in Section 1.04. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 7.11.    Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company, the Insurer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

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No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 7.12.    Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. If any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

SECTION 7.13.    Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the TIA regarding the collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4) and (6) of the TIA:

(1)  “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(2)  “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company (or any such obligor) for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company (or any such obligor) arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

SECTION 7.14.    Appointment of Authenticating Agent.

The Trustee may appoint an “Authenticating Agent” or Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial redemption or pursuant to Section 3.08, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and

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delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 7.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section 7.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 7.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.05 to all Holders and in the manner provided in Section 1.04 to the Insurer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 7.14.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment is made pursuant to this Section 7.14, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

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“This is one of the Notes of the series designated therein referred to in the within mentioned Indenture.

[                                                                          ],

As Trustee

By:                                                              , 

As Authenticating Agent

By:                                                               

Authorized Officer”

ARTICLE EIGHT

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 8.01.    Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee to the extent such information is in the possession of the Company:

(1) quarterly, not later than ten days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of each series as of the fifteenth day (whether or not a Business Day) prior to such date, and

(2) at such other times as the Trustee may reasonably request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

which list may exclude, in either case, any names and addresses received by the Trustee in its capacity as Notes Registrar.

SECTION 8.02.    Preservation of Information; Communications to Holders.

The Trustee shall comply with the obligations imposed on it pursuant to Section 312 of the TIA.

Every Holder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders in accordance with Section 312(b) of the TIA, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the TIA.

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SECTION 8.03.    Reports by Trustee.

(1) Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Notes pursuant to this Indenture, if required by Section 313(a) of the TIA, the Trustee shall transmit a brief report dated as of such May 15 with respect to any of the events specified in such Section 313(a) that may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.

(2) The Trustee shall transmit the reports required by Section 313(b) of the TIA at the times specified therein.

(3) Reports pursuant to this Section 8.03 shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of the TIA.

SECTION 8.04.    Reports by Company.

(1) The Company, pursuant to Section 314(a) of the TIA, shall:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

(c) transmit, within 30 days after the filing thereof with the Trustee, to the Holders of Notes, in the manner and to the extent provided in Section 313(c) of the TIA, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section 8.04 as may be required by rules and regulations prescribed from time to time by the SEC; and

(d) notify the Trustee when and as the Notes of any series become admitted to trading on any national securities exchange.

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(2)  In addition to the obligations set forth in paragraph (1), the Company

(a)  shall make available to the Trustee for the Trustee to make available to the Holders and the Insurer, (i) promptly when available, the Company’s Annual Report on Form 10-K wherein there will be footnote disclosure of the Company’s financial statements on a stand-alone basis or, in the event that the Company is not obligated to file an Annual Report on Form 10-K, audited financial statements for the Company and its consolidated Subsidiaries within 160 days following the end of the Company’s fiscal year which statements shall include such footnote disclosure; (ii) promptly when available, MONY Group’s Annual Report on Form 10-K or, in the event that MONY Group is no longer obligated to file an Annual Report on Form 10-K, audited financial statements for MONY Group within 160 days following the end of MONY Group’s fiscal year; and (iii) audited annual statutory financial statements of MONY Life, not later than 160 days after the end of each calendar year; and

(b)  shall make available to the Trustee for the Trustee to make available to the Holders and the Insurer: (i) the annual supplemental statutory based financial information maintained by MONY Life on the Closed Block Business within MONY Life, within 160 days of the end of the Company’s fiscal year, such information to be substantially in the form as set forth in the section of the Company’s Offering Circular for the Series A Notes entitled “Unaudited Pro Forma Condensed Statutory Financial Information of MONY Life”; (ii) quarterly statutory based financial information on the Closed Block Business within MONY Life for each fiscal quarter, within 45 days of the end of each such quarter, containing the equivalent level of information provided in the financial information referred to in (i) above; (iii) annual statutory based financial information, containing the equivalent level of information provided in the financial information referred to in (i) above, on the Ongoing Businesses within MONY Life within 160 days of the end of the Company’s fiscal year; (iv) quarterly statutory based financial information on the Ongoing Businesses within MONY Life for each fiscal quarter, within 45 days of the end of each such quarter, containing the equivalent level of information provided in the financial information referred to in (i) above; (v) annual supplemental investment reports, including investment reports on the Debt Service Coverage Account and Surplus and Related Assets (each showing, for the relevant period, the account balance; the portions of the account balance consisting of cash and assets other than cash, respectively; withdrawals and payments for the relevant period, specifying the nature of each such withdrawal and payment; and deposits into and earnings on the amounts in the Debt Service Coverage Account and the Surplus and Related Assets, respectively), certification of conformity of the Surplus and Related Assets and Debt Service Coverage Account to the Investment Policy Statement for Surplus and Related Assets attached as Exhibit D and Investment Policy Statement for the Debt Service Coverage Account attached as Exhibit E, respectively, a listing of the portfolio of Surplus and Related Assets, an update of the description of the asset portfolio supporting the Closed Block, including

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realized and unrealized losses for the prior year of such asset portfolio, and a listing of the portfolio and balance of each of the DSCA-Subaccount CBB, DSCA-Subaccount OB and DCSA-Subaccount OB (Deposit), all within 160 days of the end of the Company’s fiscal year; (vi) within 160 days of the end of the Company’s fiscal year, statements of the annual cumulative deviation of the ratios relating to the Closed Block from the projections as specified in Exhibit H and (vii) such other reports, statements and certifications relating to the Company, the Notes or MONY Life as the Trustee or the Insurer may reasonably request at any time. For the calendar fiscal year 2002, all “annual” information for items (i), (iii) and (v) above shall be for the period from and after the first quarter-end after the Closing Date and ending on December 31, 2002.

(3)  So long as any of the Original Notes are Outstanding, and the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon request the Company shall provide to Holders of Original Notes or prospective purchasers designated by such Holders Rule 144A Information in order to permit compliance with Rule 144A under the Securities Act in connection with the resale of such Note by such Holders.

ARTICLE NINE

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; CLOSED

BLOCK REINSURANCE

SECTION 9.01.    Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(1)  immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(2)  if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company other than the Collateral would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby;

(3)  the Company has delivered to the Trustee, with a copy to the Insurer, an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is

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required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent in this Indenture provided for relating to such transaction have been complied with; and

(4)  the Insurer has delivered to the Company, with a copy to the Trustee, a written consent of the Insurer consenting to such transaction prior to the consummation thereof.

SECTION 9.02.    Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company in this Indenture, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.

SECTION 9.03.    Closed Block Reinsurance.

(1)  The Trustee and the Insurer each hereby acknowledge and each Holder or beneficial owner of any Note, by accepting such Note or any interest therein, shall be deemed to acknowledge that MONY Life may enter into one or more reinsurance transactions (the “Closed Block Reinsurance Treaty”) reinsuring all or a portion of the Closed Block Business (the “Closed Block Reinsurance”) with one or more reinsurance counterparties (collectively, the “Closed Block Reinsurers”) prior to the termination of this Indenture subject to the terms set forth in this Section 9.03.

(2)  Any Closed Block Reinsurance undertaken by MONY Life upon terms and conditions that are consistent with paragraphs (a) through (i), inclusive, of Section 9.03(3) may be undertaken without the need to obtain the prior consent or waiver of the Trustee, the Insurer or any Holder, notwithstanding any of the terms, conditions or covenants contained in this Indenture, the Notes, or any other agreements executed in connection with the issuance of the Notes.

(3)  Closed Block Reinsurance as to which no prior written consents or waivers is required under this Indenture or the agreements entered into in connection with the issuance of the Notes must be upon terms and conditions consistent with the following:

(a)  Except as set forth below, the reinsurance must be undertaken entirely on a modified coinsurance (“modco”) basis. For the purposes of the foregoing, reinsurance shall be deemed to be on a modco basis if MONY Life retains for its own account the statutory reserves associated with the liabilities reinsured and the corresponding assets. Yearly renewal term (“YRT”) reinsurance

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and the reinsurance of term and disability coverages will be permitted on other than a modco basis.

(b)  The Closed Block Reinsurance Treaty may provide that the Ongoing Businesses of MONY Life shall advance all or any portion of any Treaty Gain Amount for a particular Accounting Period to a trust or other segregated account or to the Closed Block Reinsurers. However, the Ongoing Businesses of MONY Life shall not advance any such amount to the Closed Block Reinsurers if immediately after making such advance the Net Treaty Gain Balance would exceed an amount equal to one percent (1%) of the aggregate liabilities reinsured under the Closed Block Reinsurance Treaty as of the end of such Accounting Period. As used herein, with respect to any particular accounting period not to exceed one year (the “Accounting Period”), the “Treaty Gain Amount” or “Treaty Loss Amount” shall mean an amount equal to the pre-tax gain from operations of the reinsured business or pre-tax loss from operations of the reinsured business, respectively, for such Accounting Period, computed in accordance with the terms of the Closed Block Reinsurance Treaty. “Net Treaty Gain Balance” shall mean, at any point in time, the amount, if any, by which: (i) the cumulative sum of all Treaty Gain Amounts paid into the trust or other segregated account or paid to the Closed Block Reinsurers and investment income credited thereon; exceeds (ii) the cumulative sum of all Treaty Loss Amounts paid to the Ongoing Businesses of MONY Life, all investment income credited thereon, all Closed Block Reinsurance Treaty risk charges credited or paid to the Closed Block Reinsurers, and all other repayments from the trust or other segregated account or by the Closed Block Reinsurers to the Ongoing Businesses of MONY Life of amounts previously advanced, including the investment income credited thereon.

(c)  All payments from MONY Life under the Closed Block Reinsurance Treaty will be made by the Ongoing Businesses within MONY Life; no cash or assets within the Closed Block Business will be used to make such payments. In particular, any reinsurance risk charges will be paid entirely by the Ongoing Businesses within MONY Life and no portion of the assets held within the Closed Block Business will be used to make any payments to the trust or other segregated account or to the Closed Block Reinsurers pursuant to paragraph (b) above or at any time to reimburse the Ongoing Businesses for any such payments to such trust or other segregated account or to the Closed Block Reinsurers. All payments received by MONY Life under the Closed Block Reinsurance Treaty will inure to the benefit of, and be paid to, the Ongoing Businesses within MONY Life; none of the payments made by the Closed Block Reinsurers or from the trust or other segregated account under the Closed Block Reinsurance Treaty shall inure to the benefit of, or be made to, the Closed Block Business.

(d)  The Closed Block Reinsurance may involve risk transfer with respect to up to 100% of the total liabilities within the Closed Block Business of MONY Life, including policyholder reserves, dividend liability, dividend accumulations, the interest maintenance reserve (“IMR”), and other miscellaneous liabilities.

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(e)  The risks transferred to the Closed Block Reinsurers may include the investment risk with respect to up to 100% of the total assets held within the Closed Block Business of MONY Life, including the invested assets, policy loans, accrued investment income, premiums due and accrued, the Surplus and Related Assets, and other miscellaneous assets; provided, however, that the total amount of assets as to which investment risk is transferred will not exceed the total amount of liabilities within the Closed Block Business of MONY Life as of the effective date of the Closed Block Reinsurance Treaty.

(f)  Net cash flows under the Closed Block Reinsurance Treaty may reflect up to 100% of the revenues associated with the Closed Block Business of MONY Life and expense items that may include up to 100% of the expenses associated with the Closed Block Business of MONY Life.

(g)  Any reduction in the risk-based capital (“RBC”) held within MONY Life, as a result of the Closed Block Reinsurance shall be for the benefit of the Ongoing Businesses of MONY Life; no assets held within the Closed Block Business may be adjusted or withdrawn as a result of any Closed Block Reinsurance transaction.

(h)  Neither the Closed Block Reinsurance Treaty nor the cash flow payments resulting therefrom shall adversely affect the cash flows of the Closed Block Business or the CB Debt Cash Flow, including any payments that may be required in connection with the CBB Tax Agreement.

(i)  The provisions of the Closed Block Reinsurance Treaty shall be the result of good-faith, arm’s-length negotiation with one or more Closed Block Reinsurers, each of which must not then be affiliated with MONY Life.

(j)  In connection with any Closed Block Reinsurance, each Closed Block Reinsurer must have financial strength ratings from Standard and Poor’s and Moody’s no lower than those of MONY Life.

(k)  The assets of the Closed Block must continue to be invested and reinvested in a manner consistent with the Plan of Reorganization.

ARTICLE TEN

SUPPLEMENTAL INDENTURES

SECTION 10.01.    Supplemental Indentures Without Consent of Holders.

Without the consent of Holders, but, so long as no Insurer Default has occurred and is continuing, with the consent of the Insurer, such consent (other than with respect to clause (7) below) not to be unreasonably withheld, and with the consent of the Swap Counterparty if the rights and interests of the Swap Counterparty are adversely affected thereby, the Company and the Trustee, at any time and from time to time, may

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enter into one or more Supplemental Indentures, in a form satisfactory to the Trustee, for any of the following purposes:

(1) to add to the covenants of the Company for the benefit of the Holders of all or any series of Notes (and if such covenants are to be for the benefit of less than all series of Notes, stating that such covenants are expressly being included solely for the benefit of such series; provided, that such covenants shall not materially adversely affect the interests of the Holders of any other series of Notes) or to surrender any right or power in this Indenture conferred upon the Company; or

(2) to add any additional Events of Default for the benefit of the Holders (it being understood that all such additional Events of Default shall be for the benefit of all series of Notes); or

(3) to provide additional collateral for the Notes; or

(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or

(5) to facilitate an Exchange Offer and to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or

(6) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with any of the provisions of this Indenture; provided that such action pursuant to this paragraph (6) shall not materially adversely affect the interests of the Holders of any series of Notes or the Insurer; or

(7) to establish the terms of any series of Additional Notes to be issued under this Indenture; or

(8) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statue hereafter enacted, and to add to this indenture such other provisions as may be expressly required by the TIA.

SECTION 10.02.    Supplemental Indentures With Consent of Holders.

(1) The Company and the Trustee may, with (so long as no Insurer Default has occurred and is continuing) the consent of the Insurer, and with the consent of the Swap Counterparty if the rights and interests of the Swap Counterparty are adversely affected thereby, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such series under this Indenture, subject to paragraph (2) below.

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(2)  No such Supplemental Indenture entered into pursuant to this Section 10.02 shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a)  change any Scheduled Payment with respect to such Note,

(b)  change any Scheduled Payment Date with respect to such Note,

(c)  change the Stated Maturity of such Note,

(d)  reduce the Remaining Principal Amount or Redemption Price of such Note,

(e)  reduce the rate of interest on such Note or reduce the amount of Liquidated Damages which would be payable with respect to such Note.

(f)  change the place of payment where, or the coin or currency in which, the principal of, Redemption Price, if any, or interest of such Note is payable,

(g)  impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date),

(h)  reduce the percentage in Remaining Principal Amount of the Notes Outstanding, the consent of whose Holders is required for any such Supplemental Indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, and

(i)  modify any of the provisions of this Section or Section 6.15, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; provided, however, that this paragraph shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 10.01(5).

It shall not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 10.03.    Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article Ten or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to

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Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 10.04.    Effect of Supplemental Indentures.

Upon the execution of any Supplemental Indenture under this Article Ten, this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 10.05.    Conformity with TIA.

Every Supplemental Indenture executed pursuant to this Article shall conform to the requirements of the TIA.

SECTION 10.06.    Reference in Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article Ten may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Company shall so determine, new Notes of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such Supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes of such series.

ARTICLE ELEVEN

COVENANTS

SECTION 11.01.    Payment of Notes.

The Company covenants and agrees for the benefit of each series of Notes, that it will duly and punctually pay the principal, Redemption Price, if any, and interest then due and owing on the Notes of that series in accordance with the terms of the Notes of that series and this Indenture, and any Liquidated Damages payable in respect of the Notes of that series, subject to the provisions of Section 6.06. Without limiting the foregoing, the Company acknowledges that it has assigned to the Trustee all of the Company’s right, title and interest in, to and under the Debt Service Coverage Account pursuant to Section 15.02. Withdrawals from the Debt Service Coverage Account and payments to the Holders shall be made by the Trustee in accordance with Article Four. Amounts of principal, Redemption Price, if any, interest or Liquidated Damages, if any, paid by the Trustee to any Holder pursuant to Sections 4.05 and 4.10 shall be considered as having been paid by the Company to such Holder for all purposes of this Indenture.

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SECTION 11.02.    Maintenance of Office or Agency.

The Company will maintain in The City of New York, New York, an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. Unless and until the Trustee shall have received from the Company notice to the contrary, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company will give prompt written notice to the Trustee, with a copy to the Insurer of any change in the location of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee, with a copy to the Insurer, with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside The City of New York, New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York, New York for such purposes. The Company shall give prompt written notice to the Trustee, with a copy to the Insurer, of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 11.03.    Money for Note Payments to Be Held in Trust.

(1)  All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Debt Service Coverage Account in accordance with Section 4.05 shall be made on behalf of the Company by the Paying Agent on the Notes, and the Trustee shall pay over any such amounts to the Paying Agent (if not the Trustee) for such purpose and no amounts so withdrawn from the Debt Service Coverage Account by the Trustee for payments on the Notes shall be paid over to the Company except as provided in Article Four or Article Six or subsection (2) of this Section 11.03.

The Company hereby appoints the Trustee as the initial Paying Agent for amounts due on the Notes. The Company may appoint any other Person to act as Paying Agent to perform all functions of Paying Agent under this Indenture, as fully to all intents and purposes as though the Paying Agent has been expressly authorized to perform such functions.

Whenever the Company shall have one or more Paying Agents, the Trustee shall, prior to each due date of the principal of or any premium or interest on any Notes or Liquidated Damages in respect of any Note, deposit with such Paying Agent a

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sum sufficient to pay such amount, such sum to be held on trust pursuant to this Indenture.

If the Company shall at any time act as its own Paying Agent with respect to the Notes, it shall, on or before each due date of the principal of or any premium or interest on any of the Notes or Liquidated Damages in respect of any Note, segregate and hold in trust for the benefit of the Persons entitled thereto the proceeds deposited with it pursuant to the preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and will promptly notify the Trustee and the Insurer of its action or failure so to act.

The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 11.03, that such Paying Agent will (i) comply with the provisions of this Indenture applicable to it as a Paying Agent; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and pay such sums to such Persons as in this Indenture provided; (iii) give the Trustee, with a copy to the Insurer, notice of any default by the Company of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; and (iv) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(2)  Any money deposited by the Company with the Trustee in the Debt Service Coverage Account or otherwise, or deposited with any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any Redemption Price or interest on any Note or Liquidated Damages in respect of any Note and remaining unclaimed until the later of (i) two years after such principal, Redemption Price, interest or Liquidated Damages has become due and payable and (ii) the termination of the Insurance Policy, whether on its terms or otherwise, shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided however, that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language,

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customarily published on each Business Day and of general circulation in The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

(3)  Any money deposited in the Escrow Account in trust for the payment of the principal of or interest on any Note shall be held in such Escrow Account until disbursement in accordance with Section 4.10(b) hereof, provided that, if on the later of (i) two years after such principal or interest has become due and payable and (ii) the termination of the Insurance Policy, whether on its terms or otherwise, any funds so held shall not have been validly claimed by a Holder and remain on deposit in the Escrow Account, then such funds shall be paid upon request to the Insurer; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Insurer for payment thereof to the extent of such funds and all liability of the Trustee with respect to such money in the Escrow Account shall thereupon cease; provided, however, that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Insurer.

SECTION 11.04.    Statement by Officers as to Default.

The Company will deliver to the Trustee and the Insurer, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate, stating, to the best knowledge of the signers thereof, whether or not the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 11.05.    Existence.

Subject to Article Nine, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its separate corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders or the Insurer. MONY Group shall not transfer, convey, sell, lease or otherwise dispose of its equity interest in the Company, in whole or in part, or any interest therein, or securities convertible into, exercisable or exchangeable for any or all of its equity interest in the Company, to any Person other than a Person that is a wholly-owned Subsidiary of MONY Group, or enter into any contract, option or arrangement or understanding to that effect with any Person other than a Person that is a wholly-owned

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Subsidiary of MONY Group. MONY Group shall not pledge, encumber or otherwise authorize the encumbrance of any or all of its equity interest in the Company. MONY Group shall not and shall not cause or permit the Company to issue any equity interest of the Company to any Person other than to MONY Group or to a Person that is a wholly-owned Subsidiary of MONY Group. Notwithstanding any transfer, conveyance, sale, lease or other disposition of MONY Group’s equity interest in the Company, in whole or in part, or any interest therein, or securities convertible into, exercisable or exchangeable for any or all of its equity interest in the Company, or any contract, option or arrangement or understanding to that effect, or any issuance of any equity interest of the Company, MONY Group shall continue to be bound by Sections 6.06, 11.05, 11.10(1) and 11.13(22) of this Indenture.

SECTION 11.06.    Business of the Company, MONY Life and its Subsidiaries.

(1)  The Company shall not engage in any business other than maintaining the ownership of all of the equity interest in its direct subsidiary MONY Life, any business related to the issuance of the Notes under this Indenture, or any business reasonably related, ancillary or complementary thereto.

(2)  The Company shall not transfer, convey, sell, lease or otherwise dispose of its equity interest in MONY Life, in whole or in part, or any interest therein, or securities convertible into, exercisable or exchangeable for any or all of its equity interest in MONY Life, or enter into any contract, option or arrangement or understanding to that effect with any Person. The Company shall not pledge, encumber or otherwise authorize the encumbrance of any or all of its equity interest in MONY Life. The Company shall not and shall not cause or permit MONY Life to issue any equity interest of MONY Life to any Person other than the Company.

(3)  The Company shall cause MONY Life to engage only in the businesses of issuing, marketing and selling products which are similar to those life insurance products which are being issued, marketed and sold by MONY Life as of the date of this Indenture, including life insurance, annuity and disability riders or CPI increments on existing disability income policies and pension policies, or any activities reasonably related or ancillary thereto.

(4)  As long as no Insurer Default has occurred and is continuing, the Company shall obtain the written consent of the Insurer (but no consent of any Holder shall be required), prior to permitting MONY Life to make further investments in Subsidiaries of MONY Life, other than investments in Persons that are Subsidiaries of MONY Life as of the date hereof, if MONY Life’s Total Adjusted Capital falls below 200% of MONY Life’s Company Action Level RBC until such time as MONY Life’s Total Adjusted Capital is restored to a level at or above 200% of MONY Life’s Company Action Level RBC. For these purposes, MONY Life’s Total Adjusted Capital will be calculated annually as of year-end, such calculation to be completed no later than the 60th day following the end of the relevant year; provided, however, that if MONY Life’s Total Adjusted Capital as of any year-end falls below 225% of MONY Life’s Company Action Level RBC then the calculation will thereafter be done quarterly as of each

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quarter-end, such calculation to be completed no later than the 45th day following the end of the relevant quarter, until such time as MONY Life’s Total Adjusted Capital is restored to a level at or above 225% of MONY Life’s Company Action Level RBC.

(5)  As long as no Insurer Default has occurred or is continuing, the Company shall obtain the written consent of the Insurer (but no consent of any Holder shall be required), prior to permitting the aggregate amount of first year and single premiums, deposits, purchase contract considerations and other similar amounts collected by MONY Life in respect of Ongoing Business in any calendar year to exceed 150% of calendar year 2001 levels if MONY Life’s Total Adjusted Capital falls below 200% of MONY Life’s Company Action Level RBC until such time as MONY Life’s Total Adjusted Capital is restored to a level at or above 200% of MONY Life’s Company Action Level RBC. For these purposes, MONY Life’s Total Adjusted Capital will be calculated annually as of year-end, such calculation to be completed no later than the 60th day following the end of the relevant year; provided, however, that if the Total Adjusted Capital as of any year-end falls below 225% of MONY Life’s Company Action Level RBC then the calculation will thereafter be done quarterly as of each quarter-end, such calculation to be completed no later than the 45th day following the end of the relevant quarter, until such time as MONY Life’s Total Adjusted Capital is restored to a level at or above 225% of MONY Life’s Company Action Level RBC.

(6)  Other than as provided in the second sentence of paragraph (7) below, the Company will cause the Subsidiaries (including any Person that becomes such a Subsidiary in the future) of MONY Life to remain primarily engaged in (i) the insurance business (including without limitation, asset management and group pension business), (ii) businesses of a type conducted by the Subsidiaries of MONY Life as of the date of this Indenture or (iii) businesses reasonably related or ancillary thereto.

(7)  As long as no Insurer Default has occurred and is continuing, the Company will cause MONY Life not to enter into any merger agreement that would result in the legal merger or consolidation of MONY Life with any other entity until it has first obtained for the benefit of the Insurer advice from Standard & Poor’s and Moody’s that such merger will not result in the merged MONY Life’s financial strength ratings being below “A-” and “A3”, respectively (it being understood that, subject to the limitations of paragraph (4) above, this paragraph (7) shall not preclude mergers of an acquisition Subsidiary of MONY Life into any other entity or mergers of any other entity into an acquisition Subsidiary of MONY Life.) Any merger or consolidation of MONY Life or any Subsidiary of MONY Life, including an acquisition subsidiary, which is not in breach of this paragraph (7) but which causes the Company to fail to comply with paragraph (6) above will be deemed not to constitute a breach of paragraph (6) unless the Company remains in non-compliance with paragraph (6) on the one hundred and eightieth day after the closing of such merger or consolidation.

(8)  The Company will not cause or permit MONY Life to create, incur, assume, guarantee, acquire or, contingently or otherwise, become responsible for payment of any indebtedness for borrowed money; provided, however, that for purposes of this covenant indebtedness for borrowed money shall not include (i) surplus notes

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contemplated by Section 1307 of the New York Insurance Law so long as at the time of issuance of any such notes the aggregate principal amount of all such notes of MONY Life that would be outstanding immediately after such issuance would not exceed 25 percent of the surplus to policyholders (as defined in Section 107 of the New York Insurance Law) of MONY Life calculated immediately prior to any such issuance; (ii) funding agreements (including, but not limited to, guaranteed investment contracts) issued pursuant to Section 3222 of the New York Insurance Law that are permitted under SAP to be accounted for as policyholder or similar liabilities of MONY Life; or (iii) any other indebtedness for borrowed money having a maturity of one year or less not in excess of $100 million in the aggregate at any time.

(9)  The Company will not, without the Insurer’s consent which will not be unreasonably withheld, cause or permit MONY Life to enter into any reinsurance agreement, treaty, contract or arrangement (an “arrangement”) which (a) has the effect of significantly increasing MONY Life’s ratio of Total Adjusted Capital to Company Action Level RBC above what such ratio would be in the absence of such arrangement and (b) can reasonably be expected to cause MONY Life’s Total Adjusted Capital to avoid falling below 250% of MONY Life’s Company Action Level RBC.

SECTION 11.07.    Maintenance of Properties.

The Company shall cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders or the Insurer.

SECTION 11.08.    Payment of Taxes and Other Claims.

The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

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SECTION 11.09.    Limitation on Indebtedness.

The Company shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, become responsible for payment of any indebtedness other than Permitted Indebtedness.

SECTION 11.10.    Limitations Relating to the Closed Block Business.

(1) The Company shall not lend funds from its Ongoing Business to its Closed Block Business other than Inter-Business Loans. The Company shall cause its Subsidiaries (other than MONY Life) not to, and MONY Group shall not, lend funds to the Closed Block Business within the Company except loans made on market terms and on a basis subordinated to the Notes (which loans shall incorporate a form of subordination provisions substantially in the Form of Subordination Provisions attached as Exhibit O). The Company shall not permit the Ongoing Business of MONY Life to lend funds to the Closed Block Business within the Company. MONY Group and the Company shall at all times comply with the provisions of the CBB Tax Agreement and the OB Tax Agreement.

(2) The Company shall not transfer any funds or assets held in any of the subaccounts of the Debt Service Coverage Account to any portion of the Ongoing Businesses in the Company or any Affiliate or Subsidiary of the Company, other than transfers between subaccounts pursuant to Section 4.07.

(3) The Company shall cause MONY Life (i) not to make any loans from the Surplus and Related Assets to the Ongoing Businesses outside of MONY Life; (ii) not to make any investments (including loans to any Affiliate) from amounts on deposit in the Additional Reserve Account other than investments pursuant to the Investment Policy Statement for Surplus and Related Assets attached as Exhibit D and (iii) not to make loans from the Surplus and Related Assets to the Ongoing Businesses in MONY Life other than for cash management purposes of MONY Life.

(4) The Company shall cause MONY Life (i) to not create or permit to exist any Liens on assets of the Closed Block or Surplus and Related Assets other than Permitted Liens and (ii) to not otherwise utilize (by transfer or otherwise) such assets or cash flows from such assets to repay indebtedness for money borrowed or liabilities of MONY Life, (x) attributable to or for the express benefit of the Ongoing Businesses of MONY Life except for the payment of Administrative Payments and investment management fees relating to the management of assets in the Closed Block and the Surplus and Related Assets or (y) unless inconsistent with applicable law and regulation, arising from conduct or events occurring prior to the Closing Date.

(5) If all or substantially all of the assets of the Closed Block Business are sold to a third party, the Company shall redeem the Notes in accordance with Section 12.03 and shall pay all amounts owing to the Insurer pursuant to the Insurance Agreement. As long as no Insurer Default has occurred and is continuing, the Company shall obtain the written consent of the Insurer, such consent not to be unreasonably

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withheld (but no consent of any Holder shall be required) prior to selling or causing MONY Life to sell assets of the Closed Block Business constituting less than substantially all of the assets of the Closed Block Business.

(6)  (a)  As long as no Insurer Default has occurred and is continuing, the Company shall not and shall cause MONY Life not to seek regulatory approval for the termination of the Closed Block without the consent of the Insurer, such consent not to be unreasonably withheld.

(b)  The Company shall not, and shall cause MONY Life not to, seek regulatory approval for any action that would reasonably be expected to reduce the CB Debt Cash Flow or otherwise impair the Collateral or the rights of the Secured Parties in the Collateral.

(7)  The Company shall cause MONY Life not to distribute by way of dividend or otherwise transfer (collectively, “transfer”) to the Company or any other Person, Subsidiaries or assets attributable to the Ongoing Businesses within MONY Life, if such transfer would result in (i) a ML OB Dividend amount in excess of the amount calculated pursuant to Section 14.01(2)(b), and (ii) the book value of MONY Life after such transfer, calculated in accordance with GAAP, falling below the book value of MONY Life, calculated in accordance with GAAP, at the time of the issuance of the Series A Notes, except for extraordinary dividends arising from Closed Block Reinsurance and transfers of Subsidiaries or assets for which fair consideration is paid to MONY Life, as determined by an independent investment banking firm of national reputation.

(8)  Notwithstanding any provisions in this Indenture to the contrary, no provision of this Indenture shall be deemed to apply to or to condition or restrict MONY Life’s right: (a) to seek, if required, the approval of the New York Department of Insurance to enter into any Closed Block Reinsurance transaction upon terms and conditions that are consistent with paragraphs (a) through (i), inclusive, of Section 9.03(3) above; (b) to make, and receive, all payments provided for or required by, the terms of the agreements entered into in connection with any Closed Block Reinsurance transaction; (c) to remit to the Company by means of one or more dividend payments, any or all of the capital held in MONY Life within the Ongoing Businesses that is no longer required by MONY Life to be held within MONY Life to meet MONY Group’s objectives with respect to RBC as a direct result of a completed Closed Block Reinsurance transaction (the “Freed-Up Capital”).

The restrictions appearing in clause (7) of this Section 11.10 shall not apply to any such dividend payments consisting of Freed-Up Capital by MONY Life as long as each of the following conditions are met at the time of any such dividend payment:

(a)  Concurrently with each such dividend payment, the Closed Block Business receives, out of such dividend payment, an amount equal to the Maximum Dividend Amount for ML CB Dividends attributable to the period

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during which such dividend payment is being made, as defined and described in clause (a) of Section 14.01(2) below; and

(b)  As a result of making such dividend payment, the ratio of MONY Life’s Total Adjusted Capital to Company Action Level RBC will not be reduced below 300%; and

(c)  MONY Life shall have obtained prior written assurance from Standard & Poor’s that the combined effect of the completion of the Closed Block Reinsurance transaction and all dividend payments of Freed-Up Capital will not result in any adverse rating action by Standard & Poor’s with respect to the insurer financial strength ratings of MONY Life, and MONY Life shall have obtained prior written assurance from Moody’s that the combined effect of the completion of the Closed Block Reinsurance transaction and all dividend payments of Freed-Up Capital will not result in any adverse rating action by Moody’s with respect to the insurer financial strength ratings of MONY Life. Copies of such written assurances from Standard & Poor’s and Moody’s shall be provided to the Insurer and the Closed Block Reinsurers; provided, however, that each such recipient shall hold such written assurances in strict confidence and shall not further disseminate or distribute them.

SECTION 11.11.    Dividends.

The Company shall cause MONY Life to seek to maintain a shareholder dividend policy that results in the dividending of sufficient funds to the Company to meet Debt Service on the Notes, subject to the extent of available dividend capacity within the Closed Block Business and to the provisions of Article Fourteen, and further subject to any applicable regulatory oversight.

SECTION 11.12.    Management of Closed Block, Surplus and Related Assets and Debt Service Coverage Account.

(1)  The Company shall cause MONY Life to manage the operations of the Closed Block in a manner consistent with the Plan of Reorganization, including the investment guidelines applicable to the assets held in the Closed Block as set forth in the Plan of Reorganization, and to use reasonable efforts to manage the operations of the Closed Block so as to ensure that cash flow from the Surplus and Related Assets will not be necessary to fund the cash flows required to meet the liabilities and obligations of the Closed Block.

(2)  The Company shall cause MONY Life to manage the Surplus and Related Assets pursuant to the Investment Policy Statement for Surplus and Related Assets attached as Exhibit D.

(3)  The Company shall, and shall cause any Affiliate or any other investment manager retained by the Company for such purpose to, manage the assets held in the Debt Service Coverage Account pursuant to the DSCA Investment Policy.

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SECTION 11.13.    Non-Consolidation.

(1)  The Company shall not have employees. The Company may enter into service agreements with MONY Group, or any Affiliate of MONY Group, such that the employees of such entity act on behalf of the Company; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Company while performing duties under such service agreement (including, without limitation, by means of providing such persons with business or identification cards identifying such persons as agents of the Company).

(2)  MONY Group and its Affiliates shall act as agents of the Company solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the Company; and provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Company for the services provided.

(3)  MONY Holdings shall not act as an agent for MONY Group or any Affiliate of MONY Group.

(4)  The Company shall allocate all overhead expenses other than expenses allocable to the Company’s use of office space made available by MONY Group, including, without limitation, telephone and other utility charges, for items shared between the Company and MONY Group, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use.

(5)  The Company shall ensure that all actions of the Company are duly authorized by its authorized personnel, as appropriate.

(6)  The Company shall maintain the Company’s books and records separately from those of MONY Group, and use separate stationery bearing the name “MONY Holdings, LLC” in all correspondence, and use separate invoices and checks.

(7)  The Company shall prepare consolidated financial statements for itself and its consolidated Subsidiaries that are separate from the financial statements of MONY Group.

(8)  The Company shall not commingle funds or other assets of the Company with those of MONY Group and shall not maintain bank accounts or other depository accounts to which MONY Group is an account party, into which MONY Group makes deposits or from which MONY Group has the power to make withdrawals.

(9)  The Company shall not permit MONY Group to pay any of the Company’s operating expenses unless such operating expenses are paid by MONY Group pursuant to an agreement between MONY Group and the Company providing for the allocation of such expenses and such expenses are reimbursed by the Company out of its own funds.

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(10)  The Company shall at all times act solely in its own name and through its duly authorized officers or agents in order to maintain an arm’s-length relationship with MONY Group and shall not enter into any contract with MONY Group except on terms that are fair and equitable.

(11)  The Company shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Company with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf of MONY Group or that the assets of the Company are directly available to pay the creditors of MONY Group.

(12)  The Company shall not consent to be liable for, or hold itself out to be responsible for, any money borrowed by, or for any indebtedness incurred by, MONY Group.

(13)  The Company shall not consent to MONY Group granting consensual liens on the Company’s property.

(14)  The Company shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets.

(15)  The Company shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for, the debts or obligations of any other affiliated Person or entity.

(16)  The Company shall pay its own liabilities and expenses out of its own funds drawn on its own bank account.

(17)  The Company shall not acquire obligations or securities of its members or Affiliates other than MONY Life.

(18)  The Company shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity.

(19)  The Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in this Indenture or in connection with the Swaps.

(20)  The Company shall not identify itself as a division of any other Person or entity.

(21)  As of the Closing Date, the Company shall have adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character.

(22)  MONY Group shall include in its financial statements published after the Closing Date the following statement: “MONY Group is a holding company and is a legal entity separate and distinct from its subsidiaries. The rights of MONY

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Group to participate in any distribution of assets of any subsidiary, including upon its liquidation or reorganization, are subject to the prior claims of creditors of that subsidiary, except to the extent that MONY Group may itself be a creditor of that subsidiary and its claims are recognized. MONY Holdings, LLC and its subsidiaries have entered into covenants and arrangements with third parties in connection with the issuance of the CB Debt which are intended to confirm their separate, ‘bankruptcy-remote’ status, by assuring that the assets of MONY Holdings, LLC and its subsidiaries are not available to creditors of MONY Group or its other subsidiaries, except and to the extent that MONY Group and its other subsidiaries are, as shareholders or creditors of MONY Holdings, LLC and its subsidiaries, or would be, entitled to those assets.”

(23)  As long as no Insurer Default has occurred and is continuing, except as may be consented to by the Insurer, the Company shall not enter into (i) agreements with Affiliates, or (ii) agreements with third parties that in the aggregate would be material, if such agreements do not contain the provision that such Affiliates or third parties, in their respective capacities as counterparties under such agreements, will not seek to initiate bankruptcy or insolvency proceedings in respect of the Company. The Company shall use its reasonable efforts to include the provision described in the preceding sentence in all agreements with third parties other than those specified in the preceding sentence, to the extent practicable without interfering with the conduct of the business affairs of the Company, and taking into consideration of the willingness of third parties to enter into agreements containing such provision.

(24)  The Company shall observe strictly all organizational and procedural formalities required by the Indenture, its Certificate of Formation and its LLC Agreement, and by applicable law, as the case may be, including, but not limited to, in the declaration and payment of dividends to MONY Group.

SECTION 11.14.    Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any covenant or condition set forth in Sections 11.01 to 11.13, inclusive, if before the time for such compliance the Holders of at least 66 ²/3% in Remaining Principal Amount of the Notes Outstanding shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under Section 1.03(4) to exercise the rights of the Holders to so waive), but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

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ARTICLE TWELVE

REDEMPTION OF NOTES

SECTION 12.01.    Right of Redemption by the Company.

(1)  The Notes may be redeemed at the election of the Company, in whole or in part on any Scheduled Payment Date, at the Redemption Price, payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

(2)  Notwithstanding the foregoing paragraph (1), upon the occurrence of a Regulatory Redemption Event, the Notes may be redeemed at the election of the Company, as a whole or in part, on any Scheduled Payment Date, at the Redemption Price applicable to Regulatory Redemption Events, payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

SECTION 12.02.    Redemption by the Company by Action of the Insurer.

If there occurs (i) a Regulatory Redemption Event or (ii) a change in New York law or regulation (other than with respect to taxes) after the Closing Date that materially adversely affects the transferability of the Collateral, the Company shall provide notice to the Trustee and the Insurer of such event or change, not more than 15 days following the date on which the law or regulation giving rise to such event or change is enacted, issued or promulgated. So long as no Insurer Default has occurred and is continuing, the Insurer will have the right, exercisable within 60 days following receipt of notice by the Company of any such change, to require the Company to redeem all of the Notes, at the Redemption Price, payable in cash, applicable to Regulatory Redemption Events, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date, it being agreed that the Redemption Date shall be not later than 120 days following receipt by the Company of written notice of the Insurer’s exercise of such right.

SECTION 12.03.    Redemption Due to Sale of All or Substantially All of Closed Block Business.

If any action by the Company or MONY Life results in a sale of all or substantially all of the assets of the Closed Block Business, the Company shall provide notice to the Insurer and the Trustee no later than 30 days prior to the date of such sale, and shall no later than the effective date of such sale, redeem all of the Notes at the Redemption Price, payable in cash, applicable to redemptions due to the sale of all or substantially all of the Closed Block Business together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

SECTION 12.04.    Redemption Due to Change of Control.

Within 15 days after the later of (i) the effective date of any Change of Control or (ii) the date on which the Company has knowledge of a Change of Control, the

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Company shall provide to the Trustee and the Insurer (as long as no Insurer Default has occurred and is continuing) notice of such Change of Control pursuant to Section 1.04.

So long as no Insurer Default has occurred and is continuing, the Insurer may, within 60 days following its receipt of notice of such Change of Control by the Company, notify the Company of its exercise of the right to require the Company to redeem the Notes within 60 days following receipt of notice from the Insurer. The Company will thereupon redeem all of the Notes, at the Redemption Price, payable in cash, applicable to redemptions due to a Change in Control, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

SECTION 12.05.    Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Notes pursuant to Section 12.01 shall be evidenced by a Company Order. In case of any redemption at the election of the Company of less than 100% of the Remaining Principal Amount of the Notes Outstanding, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed.

SECTION 12.06.    Notice of Redemption.

Notice of redemption shall be given by the Company by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1)  the Redemption Date,

(2)  the Redemption Price,

(3)  interest and Liquidated Damages (if any) accrued to but not including the Redemption Date,

(4)  a good faith estimate (as provided by the Swap Counterparty) of the net Swap termination payments, if any, owed to the Swap Counterparty in connection with the termination of the Swaps,

(5)  if less than 100% of the Notes are to be redeemed, the amount to be redeemed with respect to each Note,

(6)  that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that interest thereon will cease to accrue on and after said date, and

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(7)  the place or places where such Notes are to be surrendered for payment of the Redemption Price.

Notice of redemption of Notes to be redeemed at the election of the Company shall be given to the Holders by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 12.07.    Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or the Paying Agent, as applicable, an amount of money sufficient to pay the Redemption Price, and interest and Liquidated Damages (if any) accrued to but not including the Redemption Date with respect to the Notes which are subject to redemption on that date, and, in the case of a redemption pursuant to Sections 12.01, 12.03 or 12.04, the net Swap termination payments (if any) to be incurred in connection with such redemption (the amount of which will have been provided by the Swap Counterparty to the Company), to the extent that allocable funds in the Debt Service Coverage Account are not sufficient to pay the aggregate of such amounts; provided, however, that any use of funds in the Debt Service Coverage Account for payment of any portion of such amounts shall be in accordance with Section 4.05.

SECTION 12.08.    Notes Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) all or the portion of the Notes subject to redemption shall cease to bear interest and accrue additional Liquidated Damages. Upon surrender of any such Note or portion thereof for redemption in accordance with said notice, such Note or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest and Liquidated Damages (if any) to the Redemption Date; provided, however, that payments of interest whose applicable Scheduled Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Dates according to their terms.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the Remaining Principal Amount thereof shall, until paid, bear interest from the Redemption Date at the rate borne by the Note.

SECTION 12.09.    Notes Redeemed in Part.

Any Note that is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 11.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed

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by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate Initial Principal Amount equal to and in exchange for the Remaining Principal Amount of the Note not so surrendered.

If the Notes are to be redeemed in part, the amount to be redeemed shall be allocated pro rata according to the then Remaining Principal Amount among all of the Notes Outstanding at the Redemption Date.

SECTION 12.10.    Release of Company.

Upon the redemption of all of the Notes, the Company shall be fully released from its obligations under the Notes and, upon payment of any termination payment to the Insurer under the Insurance Agreement and the payment of all amounts owing to the Insurer thereunder, the Insurance Agreement shall terminate in accordance with its terms, except to the extent specified therein, and no further premium will be payable pursuant to the Insurance Agreement. The Company shall remain obligated to the Insurer, however, under this Indenture and the Insurance Agreement until all amounts payable to the Insurer under this Indenture and the Insurance Agreement have been paid in full or the Company has been released from its obligations to the Insurer under this Indenture and the Insurance Agreement pursuant to the terms of this Indenture.

ARTICLE THIRTEEN

DEFEASANCE

SECTION 13.01.    Company’s Option to Effect Defeasance.

The Company may elect, at its option at any time, to effect defeasance of all the Notes as provided in Section 13.02 upon compliance with the conditions set forth below in this Article Thirteen. Any such election shall be evidenced by a Company Order. Upon the Company’s exercise of its option to defease all but not less than all the Notes, and the satisfaction of the conditions set forth in this Article Thirteen, the Debt Service Coverage Account shall be liquidated, all amounts therein released to the Company and the security interest in the Collateral shall be terminated. On the funding date of a defeasance, the Insurance Policy on its terms will terminate as to all future payments but will remain in effect for all amounts paid prior to such funding date for the applicable fraudulent transfer or voidable transfer periods following such funding date.

SECTION 13.02.    Defeasance and Discharge.

The Company shall be deemed to have been discharged from its obligations with respect to the Notes and to the Insurer as provided in this Section 13.02 on and after the date the conditions set forth in Section 13.03 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to have satisfied all its other obligations under the Notes, this Indenture and the

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Registration Rights Agreement (including but not limited to the obligation to pay Liquidated Damages) insofar as the Notes are concerned, to the Insurer under this Indenture and the Insurance Agreement (and the Trustee and the Insurer, at the expense of the Company, shall execute proper instruments acknowledging the same), and this Indenture, the Insurance Agreement and the Registration Rights Agreement shall terminate, subject to the following, which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments of principal of and interest on the Notes and Liquidated Damages (if any) in respect of the Notes when such payments are due, (2) the Company’s obligations with respect to the Notes under Sections 3.06, 3.08, 11.02 and 11.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (4) provisions surviving under the terms of the Insurance Agreement, and (5) this Article Thirteen.

SECTION 13.03.    Conditions to Defeasance.

The following shall be the conditions to the application of Section 13.02 to the Notes:

(1)  The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge the principal of and interest on the Notes through their respective Stated Maturities, in accordance with the terms of this Indenture and the Notes and Liquidated Damages, if any, in accordance with the terms of the Registration Rights Agreement. As used in this Indenture, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any

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amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2)  Either (i) the Company shall take actions reasonably acceptable to the Insurer designed to avoid the inclusion of the trust assets deposited pursuant to Section 13.03(1) in the bankruptcy estate of the Company (such as the delivery of an Opinion of Counsel in a form acceptable to the Insurer to such effect), or (ii) the effective date of the defeasance will occur only after one year and one day after the date of the deposit specified in Section 13.03(1).

(3)  The Company shall have delivered to the Trustee, with a copy to the Insurer, an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(4)  The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that the Notes, if then listed on any securities exchange, will not be delisted as a result of such deposit.

(5)  No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Section 6.01(c), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6)  Such Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(7)  Such Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder.

(8)  All amounts payable to the Insurer under this Indenture and the Insurance Agreement have been paid in full.

(9)  The Insurance Policy and the Swap Policy have terminated to the extent provided by their terms or otherwise and have been surrendered to the Insurer for cancellation, the Swap Agreement has terminated, and all amounts payable to the Swap Counterparty under the Swaps have been paid in full.

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(10)  The Company shall have obtained prior written assurance from Standard & Poor’s that the defeasance will not result in any adverse rating action by Standard & Poor’s with respect to the ratings of the Notes and the Company shall have obtained prior written assurance from Moody’s that the defeasance will not result in any adverse rating action by Moody’s with respect to the Notes. Copies of such written assurances from Standard & Poor’s and Moody’s shall be provided by the Company to the Insurer and the Trustee on behalf of the Holders.

(11)  The Company shall have delivered to the Trustee, with a copy to the Insurer, an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance have been complied with.

SECTION 13.04.    Deposited Money and U.S. Government Obligations to Be Held in  Trust; Miscellaneous Provisions.

Subject to the provisions of paragraph (2) of Section 11.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.04 and Section 13.05, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.03 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders, of all sums due and to become due thereon in respect of principal and any premium and interest and Liquidated Damages, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Notes then Outstanding.

Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.03 with respect to any Notes that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance of such Notes.

SECTION 13.05.    Reinstatement.

If the Paying Agent is unable to apply any money in accordance with this Article with respect to any Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture, the Registration Rights Agreement and such

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Notes from which the Company has been discharged or released pursuant to Section 13.02 shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such Notes, until such time as the Paying Agent is permitted to apply all money held in trust pursuant to Section 13.04 with respect to such Notes in accordance with this Article Thirteen; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Note or Liquidated Damages in respect of such Note following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holder of such Note to receive such payment from the money so held in trust.

ARTICLE FOURTEEN

DIVIDEND ALLOCATION

SECTION 14.01.    Dividend Allocation.

(1)  Any dividends declared by MONY Life on its common stock will consist of the sum of two separate dividend components, one with respect to its Closed Block Business (the “ML CB Dividend”), and the other with respect to its Ongoing Businesses (the “ML OB Dividend”), subject to the conditions set forth in this Indenture. Whenever MONY Life pays a dividend (including a dividend-in-kind), the amount of the ML CB Dividend amount will be (i) debited to the retained earnings or paid-in capital of MONY Life’s Closed Block Business and (ii) directly deposited into the DSCA-Subaccount CBB. Concurrently, the amount of the ML OB Dividend component, if any, will be (i) debited to the retained earnings or paid-in capital of MONY Life’s Ongoing Businesses and (ii) following establishment by the Company of appropriate reserves for operating expenses attributable to its Ongoing Businesses, immediately distributed to MONY Group without having been deposited in the Debt Service Coverage Account.

(2)  The Company shall be permitted, but not required, to cause MONY Life to pay aggregate shareholder dividends to the Company in an amount (in this Indenture called the “Maximum Dividend Amount”) up to the sum of:

(a)  as to ML CB Dividends, an amount equal to the least of:

(i)  the prior year’s Net Gain from Operations of MONY Life’s Closed Block Business, and

(ii)  10% of the prior year’s Closed Block Business Surplus, and

(iii)  the amount, if any, by which the current year’s Closed Block Business Surplus exceeds any Required Surplus;

and

(b)  as to ML OB Dividends, the remainder of MONY Life’s permitted dividend capacity under the New York Business Corporation Law and the New York Insurance Law and other applicable regulations; provided, however, that

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MONY Life may dividend or otherwise transfer Subsidiaries or assets in excess of such amount with prior regulatory approval subject to limitations provided in Section 11.10(7);

provided, however, that the Company may permit MONY Life to pay a dividend in excess of the Maximum Dividend Amount in relation to the Ongoing Businesses upon compliance with the requirements of Section 11.10(7).

(3)  The Company shall not be required to cause MONY Life to pay ML CB Dividends and/or ML OB Dividends up to the Maximum Dividend Amount; provided that, if MONY Life does not pay ML CB Dividends in the full amount determined by application of Section 14.01(2)(a), then the percentage of the aggregate shareholder dividend actually paid by MONY Life to the Company during the relevant year that is allocated and attributed to MONY Life’s Closed Block Business shall not be less than the CB Dividend Percentage for that year.

The “CB Dividend Percentage” means with respect to the aggregate dividend paid by MONY Life in any year, the greater of:

(a) the quotient of:

(i) the prior year’s Net Gain from Operations of MONY Life’s Closed Block Business (it being understood that the determination of such amount is only for purposes of this Indenture and shall not be used by MONY Life for reporting purposes with insurance regulatory authorities, including the New York Department of Insurance), divided by

(ii) the prior year’s Net Gain from Operations for MONY Life in its entirety; or

(b) the quotient of:

(i) 10% of the prior year’s Closed Block Business Surplus, divided by

(ii) 10% of the prior year’s actual statutory surplus, as set forth in MONY Life’s annual statutory statement as filed with the New York Department of Insurance for MONY Life in its entirety;

provided, however, that (x) if clause (a) or (b) above yields an indeterminate amount, the CB Dividend Percentage shall be 100%, and (y) the CB Dividend Percentage shall never exceed 100%.

(4)  Notwithstanding the foregoing, if (i) any amounts owed to the Insurer under this Indenture or the Insurance Agreement are not paid in full when due (subject to the agreed grace periods) or (ii) the fair market value of the assets remaining in the subaccounts of the Debt Service Coverage Account, such fair market value to be determined by the Investment Manager and notified to the Company and the Trustee, in

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the aggregate falls below the greater of 10% of the Remaining Principal Amount of the Notes Outstanding and the aggregate Estimated Debt Service payable on the following four Scheduled Payment Dates (or the Scheduled Payment Dates remaining until the Stated Maturity of the latest maturing series of Notes if less than four), as calculated by the Company, provided to the Insurer, and confirmed by the Trustee, or (iii) MONY Life’s financial strength rating has been downgraded since the Closing Date by at least three rating notches by at least two of Moody’s, Standard & Poor’s, Fitch or A.M. Best, or (iv) any amount is required to be deposited in the Additional Reserve Account, pursuant to the circumstances described in Section 4.11, then any dividend paid by MONY Life will be allocated first to the Closed Block Business up to the amount determined by application of Section 14.01(2)(a), and only then to the Ongoing Businesses.

(5)  For purposes of applying the provisions of this Article Fourteen for dividends declared by MONY Life on its common stock in 2002 based upon its financial results in 2001, the following special calculation rules shall apply to account for the timing of the Closing Date:

(A)  the amount determined by application of Section 14.01(2)(a) shall be $15.6 million; and

(B)  the applicable CB Dividend Percentage shall be 100%.

ARTICLE FIFTEEN

COLLATERAL AND SECURITY

SECTION 15.01.    Obligations Secured Hereby.

This Article Fifteen is made to secure and provide for payment of the following obligations and liabilities of the Company (such obligations and liabilities being in this Indenture called the “Secured Obligations”):

(1)  to pay any interest, principal, premium and other amounts payable on the Notes (including interest on any deferred interest payments) and any Liquidated Damages in respect of the Notes (and interest accruing thereon if provided); and

(2)  to pay any amounts owing to the Insurer pursuant to this Indenture and the Insurance Agreement; and

(3)  to pay to the Swap Counterparty any amounts owing under the Swaps.

The Collateral shall be applied to the Secured Obligations in accordance with the provisions of Article Six and this Article Fifteen.

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SECTION 15.02.    Collateral.

The Company, as security for the payment of the Secured Obligations, hereby assigns, conveys, transfers, delivers and sets over to the Trustee for the benefit of the Secured Parties, and grants to the Trustee for the benefit of the Secured Parties a lien on and a security interest in, all of the Company’s right, title and interest (now existing or hereafter acquired) in, to and under the following (collectively, the “Collateral”):

(1)  the Debt Service Coverage Account, including the DSCA-Subaccount CBB, the DSCA-Subaccount OB and the DSCA-Subaccount OB (Deposit) and all Cash, securities, instruments and other property held in the Debt Service Coverage Account from time to time, and all certificates and instruments, if any, from time to time representing the Debt Service Coverage Account or any property therein; except, however, the Insurer and the Trustee on behalf of the Secured Parties each hereby authorizes free of any security interest any disposition of property from the Debt Service Coverage Account or any subaccount thereof if and only to the extent that such disposition is made in accordance with this Indenture;

(2)  the rights of the Company under the CBB Tax Agreement and the obligations of MONY Group to pay any amounts payable by or on behalf of MONY Group to the Company, subject only to any netting or set-off provisions contained in the CBB Tax Agreement, and whether now existing or hereafter executed by or assigned to the Company, including all monies due or to become due to the Company thereunder or in connection therewith and all amounts received with respect thereto or upon the assignment or transfer thereof, whether payable as interest, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach or repudiation thereof or otherwise and whether payable by MONY Group or any other Person, and all rights, remedies, powers, privileges and claims of the Company under or in respect of any of the foregoing (whether available pursuant to the terms thereof or otherwise available to the Company at law or in equity), including the rights of the Company to enforce the CBB Tax Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the CBB Tax Agreement to the same extent as the Company could but for the assignment and lien granted to the Trustee in this Section 15.02. Upon commencement of any foreclosure proceeding, the Company shall direct MONY Group or any other Person to pay such amounts directly to the Trustee for the benefit of the Secured Parties;

(3)  the rights of the Company under the Swaps and the Swap Agreement and the obligations of each party other than the Company to pay any amounts payable by such other party and any applicable credit support provider, subject to any netting or set-off provisions contained in any such Swap, and whether now existing or hereafter executed by or assigned to the Company, including all monies due or to become due to the Company thereunder or in connection therewith and all amounts received with respect thereto or upon the assignment or transfer thereof, whether payable as interest, fees, expenses, costs, indemnities, insurance recoveries, collateral damages for the breach or repudiation thereof or otherwise and whether payable by the relevant party or any other Person, and all rights, remedies, powers, privileges and claims of the Company

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under or in respect of any of the foregoing (whether available pursuant to the terms thereof or otherwise available to the Company at law or in equity), including the rights of the Company to enforce the Swaps and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Swaps to the same extent as the Company could but for the assignment and lien granted to the Trustee in this Section 15.02. Upon commencement of any foreclosure proceeding, the Company shall direct the Swap Counterparty and any applicable credit support provider to pay such amounts directly to the Trustee for the benefit of the Secured Parties;

(4)  all other property or rights delivered or assigned by the Company or on its behalf to the Trustee from time to time under this Indenture or otherwise, to secure or guarantee payment of the Secured Obligations; and

(5)  to the extent not covered above, all products and proceeds of, and all dividends, collections, earnings, accruals and other payments with respect to, any or all of the foregoing.

SECTION 15.03.    Management of Swaps and Tax Agreements Prior to Event of Default.

Notwithstanding the assignment and lien granted to the Trustee hereunder, prior to any foreclosure on the Collateral, the Company shall, subject to the other provisions of this Indenture, nevertheless be permitted to manage and maintain all Swaps and Tax Agreements and to engage in all related activities with all other parties to such agreements in accordance with its usual procedures, including (i) giving any consents, requests, notices, directions, approvals, extensions or waivers that are required or permitted to be given by the Company in connection with any such agreement; (ii) entering into any amendment or modification to, or terminating or agreeing to the termination of, any such agreement; provided, however, that any such amendment, modification, termination or agreement (A) with respect to the Swap Agreement or Swaps shall require the consent of the Insurer and (B) with respect to any Tax Agreement, shall require the consent of the Insurer unless such amendment, modification, termination or agreement is required by a regulatory agency or would not decrease the cash flow into or increase the cash flow out of the DSCA-Subaccount CBB; (iii) receiving, collecting and retaining all payments made by such other parties in respect of such agreements (except as otherwise provided in any such agreements and this Indenture); (iv) releasing or compromising any claim under any such agreement; and (v) entering into any other transaction, agreement or arrangement with any such other parties without limitation, in each case as though the Company had not assigned or granted a lien on its rights in respect of any such agreement.

SECTION 15.04.    Perfection of Security Interest in Collateral.

(1)  The Company agrees that the Trustee, in its capacity as Trustee for the Secured Parties, is the Entitlement Holder with respect to each securities account and a Customer with respect to each deposit account that is included in the DSCA-Subaccount CBB, the DSCA-Subaccount OB and the DSCA-Subaccount OB (Deposit).

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(2)  The Company shall join with the Trustee in executing, and will file or record, such notices, financing statements or other documents as may be reasonably necessary for the perfection of the security interests granted to the Trustee hereunder, and as the Insurer and its counsel may reasonably request, such instruments to be in form and substance reasonably satisfactory to the Trustee and the Insurer. The Company also agrees to do such further acts and things and execute and deliver to the Trustee such additional conveyances, assignments, agreements and instruments as the Trustee or the Insurer may at any time reasonably request in connection with the administration and enforcement of the security interest granted hereunder or relative to the Collateral or any part thereof or in order to assure and confirm unto the Trustee its rights, powers and remedies hereunder.

SECTION 15.05.    Continuing Security Interest; Termination.

(1)  This Indenture, on behalf of the Secured Parties shall create a continuing security interest in the Collateral in favor of the Trustee and shall remain in full force and effect in accordance with its terms until all of the Secured Obligations are paid or satisfied in full.

(2)  The security interest created by this Indenture shall not be considered satisfied by payment or satisfaction of any part of the Secured Obligations to the Secured Parties hereby secured but shall be a continuing security interest and shall not be discharged, prejudiced or affected in any way by time being given to the Company or by any other indulgence or concession to the Company granted by the Trustee, by the taking, holding, varying, non-enforcement or release by the Trustee of any other security for all or any of the Secured Obligations, by any other thing done or omitted to be done by the Trustee or any other Person or by any other dealing or thing including any variation of or amendment to any part of the Collateral and any circumstances whatsoever that but for this provision might operate to discharge any of the Secured Obligations or to exonerate or discharge the Company from its obligations hereunder or otherwise affect the security interest hereby created.

SECTION 15.06.    Protection of Collateral.

(1)  The Company shall at the reasonable request of the Insurer or the Trustee take any action necessary or advisable to:

(a)  maintain or preserve any and all Liens created by this Indenture on the Collateral (and the priorities thereof), or carry out more effectively the purposes hereof;

(b)  perfect or protect the validity of the assignment of Collateral and the Liens created by this Indenture;

(c)  enforce any rights with respect to the Collateral; and

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(d) preserve and defend title to the Collateral and the rights of the Trustee, the Insurer and the Holders in such Collateral against the claims of all Persons.

(2)  The Company shall not (i) take any action, or fail to take any action, if such action or failure to take action may interfere with the enforcement of any rights hereunder that are material to the rights, benefits or obligations of the Secured Parties; (ii) waive or alter any rights with respect to the Collateral (or any agreement or instrument relating thereto); (iii) take any action, or fail to take any action to collect any taxes, assessments, charges or fees with respect to the Collateral if such action or failure to take action may interfere with the enforcement of any rights with respect to the Collateral; or (iv) fail to pay any tax, assessment, charge or fee with respect to the Collateral, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the Secured Parties’ first priority lien on or perfected security interest in the Collateral or the Company’s right title or interest in the Collateral.

SECTION 15.07.    Performance of Obligations.

(1)  The Company shall not take any action, and shall use its best efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture.

(2)  The Company may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer’s Certificate of the Company shall be deemed to be action taken by the Company.

(3)  The Company shall punctually perform and observe all its obligations and agreements contained in this Indenture, including, but not limited to, filing or causing to be filed all documents required to be filed by the terms of this Indenture in accordance with and within the time periods provided for in this Indenture and therein.

(4)  Subject to Section 6.06, the Company shall reimburse and indemnify the Trustee or the Insurer, as applicable, for their respective reasonable costs and expenses (including attorney’s fees) and hold each harmless for any liabilities incurred in exercising its remedies in respect of an Event of Default, including their rights of acceleration and foreclosure.

SECTION 15.08.    Further Assurances.

The Company will execute, deliver, file and record any financing statement in the proper filing office in the appropriate jurisdictions as required under Article 9 of the UCC, or any other document, continuation statement or other instruments

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and take any other action that may be necessary to create, preserve, perfect or validate any security interest granted under Article 15 of this Indenture, to enable any Secured Party to exercise or enforce its rights under this Indenture with respect to the Collateral.

SECTION 15.09.    Power of Attorney.

The Company hereby irrevocably appoints the Trustee and any receiver, officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Company or the name of such attorney-in-fact, from time to time in the Trustee’s discretion, for the purpose of taking such action and executing such agreements, financing statements, continuation statements, instruments and other documents, in the name of the Company, as provided in this Indenture and as the Trustee may reasonably deem necessary to perfect, promote and protect and enforce the security interest of the Secured Parties in the Collateral. Notwithstanding the foregoing, the Trustee has no responsibility for the validity, perfection, priority or enforceability of any lien or security interest and shall have no obligation to take any action to procure or maintain such validity, perfection, priority or enforceability.

SECTION 15.10.    No Pledge of Collateral to Others.

The Company shall not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or Restriction on Transferability on the Collateral except for (A) Liens the validity of which are being contested in good faith by appropriate proceedings, (B) Liens for taxes that are not then due and payable or that can be paid thereafter without penalty, (C) Liens to secure payment for services rendered by the Trustee with respect to the Notes, (D) Liens otherwise incurred in connection with borrowings permitted hereunder and made in the ordinary course of businesses in accordance with the Company’s stated investment objectives policies and restrictions, and (E) Liens in favor of the Secured Parties or (ii) sign or file under the UCC of any jurisdiction any financing statement which names the Company as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, except in each case any such instrument solely securing the rights and preserving the Lien of the Secured Parties.

SECTION 15.11.    No Change in Issuer’s Name, Structure or Office.

The Company will not change its name, jurisdiction or organization or principal place of business or remove the books or records relating to the Collateral from the address specified below unless it has taken such action in advance of such change or removal, if any, as is necessary to cause the security interests of the Trustee in the Collateral to continue to be perfected without interruption.

Address at which Books and Records are Kept:

1740 Broadway

New York, New York 10019

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SECTION 15.12.    Release of Collateral.

Upon the payment in full of all amounts due in respect of the Notes and the Swaps, under this Indenture and under the Insurance Agreement and of any Liquidated Damages under the Registration Rights Agreement, or upon the other circumstances specified in this Indenture, all of the Collateral shall be released from the Liens created hereby, and all rights of the Trustee and the Secured Parties in such Collateral shall cease.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

MONY HOLDINGS, LLC
By:
	Name: Richard Daddario
	Title: Chief Financial Officer

AMBAC ASSURANCE CORPORATION
By:
	Name: Title:

THE MONY GROUP INC., Solely for the limited purposes set forth in Sections 6.06, 11.05, 11.10(1) and 11.13(22)
By:
	Name: Bart Schwartz Title: Senior Vice President and General Counsel

BANK ONE TRUST COMPANY, N.A.
By:
	Name:
	Title:

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EX-10.5

CUSIP No.: 615338 AA 8

ISIN No.: US615338AA89

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF CASE (A) AND (B), IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DUE TO REPAYMENT OF PRINCIPAL PURSUANT TO THE AMORTIZATION SCHEDULE SET FORTH ON THE REVERSE HEREOF, AND THE POSSIBILITY OF PARTIAL REDEMPTIONS ON THE NOTES, THE REMAINING PRINCIPAL AMOUNT MAY BE LESS THAN THE STATED FACE AMOUNT OF THIS NOTE.

MONY HOLDINGS, LLC

SERIES A FLOATING RATE INSURED NOTES DUE 2017

$300,000,000

NO. A-1

MONY Holdings, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of THREE HUNDRED MILLION Dollars (or such lesser remaining principal amount as is reflected in the books and records of the Trustee under the Indenture referred to below), at the times and in the amounts pursuant to the amortization schedule set forth on the reverse hereof, and to pay interest thereon from and including April 30, 2002 to but excluding the first Scheduled Payment Date (as defined below), and for each successive period (each an “Interest Period”) from and including the last day of the preceding Interest Period to but excluding the following Scheduled Payment Date, subject to certain exceptions set forth in the Indenture at a rate per annum equal to Three-Month LIBOR per annum plus 0.55%, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Scheduled Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 6, April 6, July 6 or October 6 (whether or not a Business Day), as the case may be, next preceding such Scheduled Payment Date. The Scheduled Payment Dates shall be January 21, April 21, July 21 and October 21, commencing July 21, 2002.

If this Note is issued in the form of a Global Note, all payments of the principal of, redemption price, if any, interest on and other amounts under this Note shall be made in immediately available funds to the Depositary. If this Note is issued as a Restricted Certificated Note, all payments of the principal of, redemption price, if any, interest on and other amounts under this Note will be made at the Corporate Trust Office of the Trustee in The City of New York, New York, maintained for such purpose, and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Notes Register.

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The “Stated Maturity” of this Note will be January 21, 2017. Installments of principal of this Note will be due and payable, in accordance with the Indenture referred to on the reverse hereof, in the manner described on the reverse hereof.

This Note is one of a duly authorized issue of notes of the Company, issued and to be issued under an Indenture, dated as of April 30, 2002 (herein, as supplemented or amended from time to time, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, the Insurer (as defined below), The MONY Group Inc., solely for limited purposes as set forth therein, and Bank One Trust Company, N.A. (herein called the “Trustee” which term includes any successor trustee under the Indenture) designated as its Series A Floating Rate Insured Notes due 2017 (herein called the “Series A Notes”), limited in aggregate Initial Principal Amount to $300,000,000. The Company has also authorized the issuance from time to time under the Indenture of additional series of floating rate and fixed rate insured notes as provided in the Indenture (collectively, the “Additional Notes” and together with the Series A Notes, the “Notes”).

Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Insurer, the Trustee and the Holders of the Notes of each series. This Note is subject to the provisions of the Indenture.

This Note is secured pursuant to the Indenture by the Collateral (as defined in the Indenture) consisting of certain property and rights equally and ratably pledged as security for the Notes of each series, as provided in the Indenture.

Scheduled payments of principal and interest on the Notes, but not Special Interest (as defined on the reverse hereof), are guaranteed by Ambac Assurance Corporation (the “Insurer”) under the Insurance Policy, dated as of April 30, 2002, issued for the benefit of the Trustee on behalf of the Holders of the Notes (the “Insurance Policy”).

So long as (1) no Insurer Default (as defined in the Indenture) has occurred and is continuing, the Insurer shall be entitled to exercise all rights and remedies with respect to the Notes under the Indenture, including the right to vote on all matters presented to the Holders, the exercise of remedies and the waiver of breaches and defaults, except for the rights of each of the Holders of the Notes to approve any changes in the material terms of the Notes as specified in the Indenture and (2) an Insurer Default occurs and is continuing, all rights and remedies available to a specific series of Notes shall be exercised directly by the Holders of such series of Notes, and all rights and remedies available to Holders as a group under the Indenture shall be exercised by the Holders, voting as a group.

Under the terms of the Insurance Policy, the Insurer is not obligated to pay any payments with respect to any Note after the Company has made a deposit to effect a defeasance of such Note pursuant to the Indenture. Each Holder by acceptance of this Note covenants and agrees to release the Insurer, subject to certain limited bankruptcy

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related exceptions as set forth in the Insurance Policy, of all of its obligations pursuant to the Insurance Policy upon the occurrence of such a deposit.

Each Holder by acceptance of this Note covenants and agrees that recourse with respect to the obligations of the Company on the Notes, the Indenture, the Insurance Agreement or the Registration Rights Agreement or any other agreement, instrument, certificate or other document delivered in connection therewith shall be limited first, to the Collateral, and, upon foreclosure on all the Collateral, liquidation of all the Collateral and application of the moneys so collected pursuant to the Indenture, second, to the Company as senior, unsecured indebtedness to the extent of the Fair Market Value of the Closed Block Business (as defined in the Indenture) as of the date of the commencement of foreclosure on the Collateral.

Each Holder by acceptance of this Note covenants and agrees that no recourse may be taken with respect to the Notes, the Indenture, the Insurance Policy, the Insurance Agreement or the Registration Rights Agreement or any other agreement, instrument, certificate or other document delivered in connection therewith, against (i) any member of the Company, any Affiliate, Subsidiary or controlling person thereof, or (ii) any stockholder, partner, member, officer or director of any of such parties in their individual capacities, any holder of a beneficial interest in any of such parties or any successor or assignee thereof in their individual capacities or against any beneficial or equity owner of a trust, including MONY Group or MONY Life (the parties referred to in clauses (i) and (ii) of this paragraph are referred to collectively as the “Exculpated Parties”). Except as provided above, no suit, claim or proceeding will be brought against the Exculpated Parties or any of them for any obligation relating to the Notes, the Indenture, the Insurance Agreement or the Registration Rights Agreement or any agreement, instrument, certificate or other document delivered in connection therewith.

Each Holder by acceptance of this Note covenants and agrees, to the fullest extent permitted by law, that it will not at any time prior to foreclosure on all of the Collateral, liquidation of all of the Collateral and application of the moneys so collected pursuant to the Indenture, institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency, rehabilitation, conservation or liquidation proceedings, or any other proceedings under any United States federal or state, or any other bankruptcy, insolvency or similar law in connection with any obligations relating to the Indenture, the Notes, the Insurance Agreement or any agreement relating hereto or thereto.

The Company shall treat this Note as debt of MONY Group for United States federal, state and local tax purposes, and each Holder, by acceptance of this Note, acknowledges and agrees to such treatment, and covenants to take no action inconsistent with such treatment unless otherwise notified by the Company.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Capitalized terms used and not otherwise defined herein are defined in the Indenture.

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Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: April 30, 2002

MONY HOLDINGS, LLC

By                                                                                                                        

This is one of the Notes of the series designated therein referred to in the within mentioned Indenture.

BANK ONE TRUST COMPANY, N.A., as Trustee

By                                                                                                                          

Authorized Officer

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Reverse of Note.

The interest on this Note shall be payable quarterly in arrears (including interest on any interest that is not paid when due to the extent permitted by applicable law), at a rate per annum equal to Three-Month LIBOR (as defined below) plus 0.55%; provided, however, that if (i) the Company has not filed a registration statement (the “Exchange Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering a note substantially identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or transfer restrictions) pursuant to an exchange offer (the “Exchange Offer”) registered with the Securities and Exchange Commission (the “Commission”), or, in lieu thereof, if such obligation arises pursuant to the Exchange and Registration Rights Agreement dated as of April 30, 2002 (the “Exchange and Registration Rights Agreement”), by and between the Company and the Purchasers (as defined therein) parties thereto, a registration statement registering this Note for resale (the “Shelf Registration Statement”), in either case on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b) of such Exchange and Registration Rights Agreement, respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such Registration Statement is required to become or be declared effective pursuant to Section 2(a) or 2(b) of such Exchange and Registration Rights Agreement, respectively, or (iii) the Exchange Offer has not been completed within 60 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) of such Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in such Agreement) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then special interest (in addition to the stated interest on this Note), shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period (“Special Interest”). Any accrued and unpaid interest (including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder thereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Scheduled Payment Date for such Exchange Security to the Holder thereof on the related Regular Record Date. The interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed.

“Three-Month LIBOR” means, for each Interest Period, the rate for deposits in U.S. dollars for a period of three months, commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that

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market, at that time, that appears on Bloomberg Page BBAM as of 11:00 a.m., London time, on the LIBOR Determination Date with respect to such Interest Period. If such rate does not appear on the Bloomberg Page BBAM, then Three-Month LIBOR for the relevant Interest Period will be determined on the basis of the rates at which deposits in U.S. dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date with respect to such Interest Period to prime banks in the London interbank market for a period of three months commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that market at that time, assuming an actual/360 day count basis. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of such Interest Period for loans in U.S. dollars to leading European banks for a period of three months commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in that market at that time. If the Calculation Agent is unable to obtain rate quotations for such loans, the rate for that LIBOR Determination Date shall be Three-Month LIBOR as calculated for the immediately preceding quarterly period. Notwithstanding the foregoing, “Three-Month LIBOR” with respect to the first Interest Period will be 1.92125%.

Three-Month LIBOR will be determined by the Company, as Calculation Agent, or any successor calculation agent as determined by the Company.

The Company shall repay the principal amount of the Series A Notes in annual installments, commencing on January 21, 2008 and continuing until the Stated Maturity. The aggregate amount of principal of the Series A Notes to be repaid in each year shall be as follows (in millions of dollars):

Year	Principal Amount		Year	Principal Amount
2002	$	0	2010	$	26,666,667
2003		0	2011		26,666,667
2004		0	2012		26,666,667
2005		0	2013		26,666,667
2006		0	2014		26,666,667
2007		0	2015		26,666,667
2008		26,666,667	2016		40,000,000
2009		26,666,667	2017		46,666,664

Each annual scheduled repayment of principal will be made on January 21 of the relevant year, together with the payment of interest due on that date, to the person whose name this Note is registered on the Regular Record Date before the payment date. The final annual scheduled repayment of interest will be made only against surrender of the Note to the Trustee.

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The Notes may be redeemed at the election of the Company, in whole or in part on any Scheduled Payment Date, at the Regular Redemption Price (as defined below), payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date. The Regular Redemption Price for the Series A Notes, payable in cash, and expressed as a percentage of the outstanding principal amount of each Note to be redeemed, shall equal 103.5% of the outstanding principal amount of such Note if redeemed on or before April 21, 2003. Thereafter, the Regular Redemption Price shall decline ratably on a straightline basis to 100% by April 21, 2012 of the outstanding principal amount of each Note to be redeemed and shall remain constant thereafter.

Notwithstanding the foregoing paragraph, upon the occurrence of a Regulatory Redemption Event (as defined below), the Notes may be redeemed at the election of the Company, as a whole or in part, on any Scheduled Payment Date, at the Regulatory Redemption Event Redemption Price (as defined below), payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date. The Regulatory Redemption Event Redemption Price for the Series A Notes, payable in cash, and expressed as a percentage of the outstanding principal amount of each Note to be redeemed, shall equal 100% of the outstanding principal amount of such Note.

In each case, payment shall be made together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date, but interest installments and Liquidated Damages (if any) for a Scheduled Payment Date prior to such Redemption Date will be payable to the Holders of such Series A Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.

If there occurs (i) a Regulatory Redemption Event or (ii) a change in New York law or regulation (other than with respect to taxes) after the Closing Date that materially adversely affects the transferability of the Collateral, the Company shall provide notice to the Trustee and the Insurer of such event or change, not more than 15 days following the date on which the law or regulation giving rise to such event or change is enacted, issued or promulgated. A Regulatory Redemption Event occurs if there is a change in New York law or regulation (other than with respect to taxes) that changes the ability of MONY Life to declare shareholder dividends without regulatory approval in a manner that materially adversely affects CB Debt Cash Flow. So long as no Insurer Default has occurred and is continuing, the Insurer will have the right, exercisable within 60 days following receipt of notice by the Company of any such change, to require the Company to redeem all of the Notes, at the Regulatory Redemption Event Redemption Price, payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date, it being agreed that the Redemption Date shall be not later than 120 days following receipt by the Company of written notice of the Insurer’s exercise of such right.

In the event of a partial redemption, the amount to be redeemed will be allocated pro rata as determined by the then outstanding principal amount among all the Notes Outstanding at the Redemption Date. The amount to be redeemed that is allocated

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to the Series A Notes will be further allocated pro rata as determined by the then outstanding principal amount among all of the Outstanding Series A Notes.

In the event of a Change of Control, the Insurer, so long as no Insurer Default has occurred and is continuing, will have the right, within 60 days following its receipt of notice of such Change of Control by the Company, which notice shall be given within 15 days after the later of (i) the effective date of the Change of Control or (ii) the date on which the Company has knowledge of the Change of Control, to notify the Company of its exercise of the right to require the Company to redeem all of the Notes within 60 days following receipt of such notice from the Insurer. The Series A Notes will in this circumstance be redeemed at the Regular Redemption Price, payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

Further, upon the sale of all or substantially all of the assets of the Closed Block Business, the Company will be required to redeem, no later than the effective date of the sale, all of the Notes. The Series A Notes will in this circumstance be redeemed at the Regular Redemption Price, payable in cash, together with interest and Liquidated Damages (if any) accrued to but not including the Redemption Date.

In the event of redemption of this Series A Note in part only, a new Series A Note or Notes in Initial Principal Amount equal to and in exchange for the Remaining Principal Amount of the Note not so redeemed and surrendered will be issued in the name of the Holder hereof upon the cancellation hereof.

The Notes are further subject to Defeasance at the election of the Company, if the Company deposits with the Trustee funds in trust specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, sufficient to pay and discharge the principal and interest on the Notes through their respective Stated Maturities and Liquidated Damages.

In the event of the funding of a Defeasance, the Insurance Policy guaranteeing payment of scheduled principal and interest on the Notes shall terminate as to all future payments but will remain in effect for all amounts paid prior to such funding date for the applicable fraudulent transfer or voidable transfer periods following such funding date.

The Indenture permits the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee, with the consent of the Insurer. For certain material changes to the terms of the Notes, as specified in the Indenture, the consent of each affected Holder is required.

The Indenture also contains provisions permitting the Holders of not less than 66 ²/3% in outstanding principal amount of the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences (it being understood that, so long as no Insurer Default has occurred and is continuing, the Insurer shall have the exclusive right under the

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Indenture to exercise the rights of the Holders in determining whether to give any such direction).

Any such consent or waiver shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration or transfer hereof or in exchange herefor (including through an Exchange Offer) or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, the Regular Redemption Price or the Regulatory Redemption Event Redemption Price, as the case may be, and interest on and Liquidated Damages (if any) accrued to but not including the Redemption Date in respect of this Note at the times, place and rate, and in the coin and currency, as prescribed in the Indenture; the enforcement of such obligation of the Company being subject to a limited recourse provision set forth in Section 6.06 of the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Notes Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate Initial Principal Amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in fully registered form without coupons in principal amounts only in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of any series are exchangeable for a like tenor and aggregate Remaining Principal Amount of other Notes of the same series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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EX-10.6

INSURANCE AGREEMENT

among

AMBAC ASSURANCE CORPORATION

as Insurer,

MONY HOLDINGS, LLC

as Issuer,

THE MONY GROUP INC.

for the limited purposes set forth herein,

MONY LIFE INSURANCE COMPANY

for the limited purposes set forth herein

and

BANK ONE TRUST COMPANY, N.A.

as Indenture Trustee

MONY Holdings, LLC

$300,000,000 Series A Floating Rate Insured Notes

due January 21, 2017

Additional Floating Rate Insured Notes

Additional Fixed Rate Insured Notes

Dated as of April 30, 2002

(This Table of Contents is for convenience of reference only and shall not be deemed to be a part of this Insurance Agreement. All capitalized terms used in this Insurance Agreement and not otherwise defined shall have the meanings set forth in Article I of this Insurance Agreement.)

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.01	Definitions	2
	ARTICLE II
	REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.01	Representations and Warranties of the Issuer	8
Section 2.02	Affirmative Covenants of the Issuer	15
Section 2.03	Negative Covenants of the Issuer	21
Section 2.04	Representations and Warranties of MONY Group	23
Section 2.05	Affirmative Covenants of MONY Group	24
Section 2.06	Negative Covenants of MONY Group	25
Section 2.07	Representations and Warranties of MONY Life	25
Section 2.08	Affirmative Covenants of MONY Life	27
Section 2.09	Negative Covenants of MONY Life	29
	ARTICLE III
	THE POLICY; REIMBURSEMENT; SUBROGATION
Section 3.01	Issuance of the Initial Policies	30
Section 3.02	Issuance of the Subsequent Note Policies	32
Section 3.03	Payment of Fees and Premium.	35
Section 3.04	Reimbursement and Additional Payment Obligation	37
Section 3.05	Indemnification; Limitation of Liability	38
Section 3.06	Payment Procedure	41
Section 3.07	Subrogation	41
	ARTICLE IV
	FURTHER AGREEMENTS
Section 4.01	Effective Date; Term of the Insurance Agreement	41
Section 4.02	Obligations to be Performed in Accordance with this Insurance Agreement	42
Section 4.03	Assignments; Reinsurance; Third-Party Rights	43
Section 4.04	Liability of the Insurer	44

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Section 4.05	Parties To Join in Enforcement Action	44
	ARTICLE V
	DEFAULTS; REMEDIES
Section 5.01	Events of Default	44
Section 5.02	Remedies; No Remedy Exclusive	45
Section 5.03	Waivers	46
	ARTICLE VI
	MISCELLANEOUS
Section 6.01	Amendment, Etc.	47
Section 6.02	Notices	47
Section 6.03	Severability	48
Section 6.04	Governing Law	48
Section 6.05	Consent to Jurisdiction	48
Section 6.06	Consent of the Insurer	49
Section 6.07	Counterparts	49
Section 6.08	Headings	49
Section 6.09	Trial by Jury Waived	49
Section 6.10	Limited Liability	50
Section 6.11	Entire Agreement	50
Section 6.12	Further Assurances and Corrective Instruments	50

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INSURANCE AGREEMENT

INSURANCE AGREEMENT (this “Insurance Agreement”), dated as of April 30, 2002, by and among AMBAC ASSURANCE CORPORATION, as the insurer (together with its successors and permitted assigns, the “Insurer”), MONY HOLDINGS, LLC, as the issuer (the “Issuer”), THE MONY GROUP INC., solely for the limited purposes set forth herein (“MONY Group”), MONY LIFE INSURANCE COMPANY, solely for the limited purposes set forth herein (“MONY Life”), and Bank One Trust Company, N.A., as indenture trustee under the Indenture (the “Indenture Trustee”).

WHEREAS, the Issuer has requested that Insurer issue a financial guaranty insurance policy unconditionally and irrevocably guaranteeing payments of the principal (excluding any Redemption Premium) of and interest on the Notes in accordance with their original payment schedule upon the terms and subject to the conditions provided herein (the “Initial Note Policy”);

WHEREAS, the Issuer has also requested that Insurer issue a financial guaranty insurance policy unconditionally and irrevocably guaranteeing net payments due from the Issuer on the Swap Agreement in accordance with the original payment schedule set forth therein (excluding any Termination Payment) entered into by the Issuer in connection with the issuance of the Notes (the “Swap Policy”, and together with the Initial Note Policy, the “Initial Policies”);

WHEREAS, the Issuer has also requested that Insurer issue one or more financial guaranty insurance policies unconditionally and irrevocably guaranteeing payments on the principal (excluding any Redemption Premium) of and interest on the Additional Notes in accordance with their original payment schedule upon the terms and subject to the conditions provided herein (the “Subsequent Note Policies” and together with the Initial Note Policy, the “Note Policies”);

WHEREAS, the parties hereto desire to specify the conditions precedent in consideration for the Insurer’s issuance of the Initial Policies and the Subsequent Note Policies, the payment of premium in respect of the Initial Policies and the Subsequent Note Policies, the indemnity and reimbursement to be provided by the Issuer and MONY Life in respect of amounts paid by the Insurer under the Initial Policies and the Subsequent Note Policies or otherwise and certain other matters; and

WHEREAS, the Issuer, MONY Group and MONY Life have undertaken certain obligations in consideration for the Insurer’s issuance of the Initial Policies;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Definitions.    The terms defined in this Article I shall have the meanings provided herein for all purposes of this Insurance Agreement, unless the context clearly requires otherwise, in both singular and plural form, as appropriate. Unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture. All words used herein shall be construed to be of such gender or number as the circumstances require. All references to an “agreement” shall be deemed to include any amendments, modifications or supplements to such agreement made in accordance with the terms thereof. This “Insurance Agreement” shall mean this Insurance Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified. The words “herein,” “hereby,” “hereof,” “hereto,” “hereinabove” and “hereinbelow,” and words of similar import refer to this Insurance Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof, unless otherwise specifically noted. Any references to “include,” “includes” or “including” or similar terms shall be deemed to be followed by the words “without limitation.”

“Accumulated Funding Deficiency” has the meaning provided in Section 412 of the Code and Section 302 of ERISA, whether or not waived.

“Additional Notes” means Additional Floating Rate Notes and Additional Fixed Rate Notes issued by the Issuer under the Indenture from time to time.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by or is under common control with such Person. The term “control,” for the purposes of this definition, means the power to direct or cause the direction of the management or policies of the controlled Person.

“Agreement Relating to the Insurer” means any clause or section of a Transaction Document or any Subsequent Transaction Document which grants a right to, or provides for a right of, the Insurer or otherwise requires that the Insurer receive notice of a certain event, or requires the Insurer’s consent with respect to certain events (including every clause or section using the term “Insurer Condition”).

“Authorized Officer” has the meaning set forth in the Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Insurer or banking institutions in New York City or in the city in which the corporate trust office of the Indenture Trustee under the Indenture is located are authorized or obligated by law or executive order to close.

“CBB Tax Agreement” has the meaning set forth in the Indenture.

“Closed Block” has the meaning set forth in the Indenture.

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“Code” means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Collateral” means the collateral pledged to the Indenture Trustee under the Indenture.

“Commission” means the Securities and Exchange Commission or any successor agency, corporation or instrumentality of the United States to which the duties and powers of the Securities and Exchange Commission are transferred.

“Commonly Controlled Entity” means the Issuer, MONY Group or MONY Life, as the case may be, and each entity, whether or not incorporated, which is affiliated with any of the foregoing pursuant to Section 414(b), (c), (m) or (o) of the Code.

“Controlling Party” means the party having the right to control any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Notes and Additional Notes as determined by Section 6.14 of the Indenture.

“Consents” has the meaning set forth in Section 2.01(g)(i) hereof.

“Counterpart” means the swap counterparty under the Swap Agreement, its successors and permitted assigns.

“DSCA—Subaccount CBB” has the meaning set forth in the Indenture.

“Date of Issuance” means the date on which each of the Initial Policies is issued as specified therein.

“Default” means any event which results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” means any event of default specified in Section 5.01 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Filings” has the meaning set forth in Section 2.01(g)(i) hereof.

“GAAP” means United States generally accepted accounting principles.

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“Indemnitee” has the meaning set forth in Section 3.05(a) hereof.

“Indemnifying Party” has the meaning set forth in Section 3.05(b) hereof.

“Indenture” means the Indenture dated the date hereof among the Issuer, MONY Group, the Insurer and the Indenture Trustee, relating to the Notes and the Additional Notes.

“Indenture Trustee” means Bank One Trust Company, N.A., as indenture trustee under the Indenture, and any successor to the Indenture Trustee under the Indenture.

“Initial Closing” means the date on which the Initial Policies are issued.

“Initial Note Policy” has the meaning set forth in the recitals to this Agreement.

“Initial Policies” has the meaning set forth in the recitals to this Agreement.

“Initial Purchasers” means the initial purchasers under the Purchase Agreement.

“Initial Purchasers Information” has the meaning set forth in Section 3.05(a)(i) hereof.

“Insurer” means Ambac Assurance Corporation, and its successors and permitted assigns.

“Insurer Information” has the meaning set forth in Section 3.05(a)(i) hereof.

“Issuer” means MONY Holdings, LLC, and its successors and permitted assigns.

“Investment Company Act” means the Investment Company Act of 1940, including, unless the context otherwise requires, the rules and regulations thereunder, as amended.

“Investment Policy Statement” means the Investment Policy Statement for the Surplus and Related Assets attached to the Indenture as Exhibit D thereto.

“Late Payment Rate” means the prime lending rate of interest announced from time to time by Citibank, N.A., plus 2% per annum. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In no event shall the Late Payment Rate exceed the maximum rate permissible under any applicable law limiting interest rates.

4

“LLG&M” has the meaning set forth in Section 3.03(a).

“Liabilities” has the meaning set forth in Section 3.05(a) hereof.

“Liquidated Damages” has the meaning set forth in the Registration Rights Agreement.

“Material Adverse Effect” means a material adverse effect on (i) the business, financial condition, results of operations or properties of the Issuer, MONY Life and their respective subsidiaries, considered as a whole, (ii) the Collateral, (iii) the first priority perfected security interest of the Secured Parties in the Collateral, (iv) the ability of the Controlling Party to liquidate, or foreclose against, the Collateral other than a change caused by an act or omission of the Insurer, (v) the ability of MONY Group, the Issuer or MONY Life to perform its obligations under any of Transaction Documents or Subsequent Transaction Documents to which it is a party or (vi) the practical realization by the Insurer of any of the benefits or security afforded under the Transaction Documents or Subsequent Transaction Documents other than a change caused by an act or omission of the Insurer.

“MONY Group” means The MONY Group Inc., a Delaware corporation, its successors and permitted assigns.

“MONY Life” means MONY Life Insurance Company, a New York stock life insurance company, its successors and permitted assigns.

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by the Insurer with stature reasonably comparable to that of Moody’s.

“Multiemployer Plan” means a multiemployer plan (within the meaning of Section 4001(x)(3) of ERISA) in respect of which a Commonly Controlled Entity makes contributions or has liability.

“Note Policies” has the meaning set forth in the recitals hereto.

“Noteholder” means any Person having an interest in a Note.

“Notes” means the $300,000,000 Series A Floating Rate Insured Notes due January 21, 2017 issued by the Issuer pursuant to the Indenture and insured pursuant to the Initial Note Policy.

“OB Tax Agreement” has the meaning set forth in the Indenture.

“Offering Document” means the preliminary Offering Circular dated April 15, 2002 in respect of the Notes together with the final Offering Circular dated April 24, 2002 in respect of the Notes, and any amendment or supplement thereto, and any

5

preliminary or final offering circular or similar document with respect to the offering of Additional Notes.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency, corporation or instrumentality of the United States to which the duties and powers of the Pension Benefit Guaranty Corporation are transferred.

“Person” means an individual, joint stock company, trust, unincorporated association, joint venture, corporation, business or owner trust, limited liability company, partnership or other organization or entity (whether governmental or private).

“Plan” means any pension plan (other than a Multiemployer Plan) covered by Title IV of ERISA, which is maintained by a Commonly Controlled Entity or in respect of which a Commonly Controlled Entity has liability.

“Policy” means any of the Initial Note Policy, a Subsequent Note Policy or the Swap Policy.

“Premium” has the meaning set forth in Section 3.03(c)(i) hereof.

“Purchase Agreement” means the purchase agreement dated April 24, 2002 among the Initial Purchasers, the Issuer and MONY Life with respect to the offer and sale of the Notes, as the same may be amended from time to time.

“Rating Agencies” means Moody’s and S&P and any other nationally recognized rating agency in the event that such other agency is a substitute for S&P and/or Moody’s in the event that S&P and/or Moody’s is no longer rating the Notes or the Additional Notes.

“Redemption Premium” means, with respect to any Note, the amount, if any, by which the Redemption Price exceeds 100% of the outstanding principal amount of such Note.

“Redemption Price” has the meaning set forth in the Indenture.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement dated as of the date hereof among the Issuer, the Initial Purchasers and MONY Life.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated by the Insurer with stature reasonably comparable to that of S&P.

“Secured Parties” has the meaning set forth in the Indenture.

6

“Securities Act” means the Securities Act of 1933, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Subsequent Closing Date” means, with respect to any Additional Notes, the date on which any Subsequent Note Policies are issued.

“Subsequent Note Policies” has the meaning set forth in the recitals to this Agreement.

“Subsequent Transaction Documents” means the Transaction Documents, as the same may be amended, supplemented or modified in connection with the issuance of any Additional Notes.

“Surplus and Related Assets” has the meaning set forth in the Indenture.

“Swap Agreement” has the meaning set forth in the Indenture.

“Swap Policy” has the meaning set forth in the recitals to this Agreement.

“Tax Agreements” means the CBB Tax Agreement and the OB Tax Agreement.

“Termination Payment” has the meaning set forth in the Swap Agreement.

“Term of the Policy” has, with respect to any Policy, the meaning set forth in such Policy.

“Transaction” means the transactions contemplated by the Transaction Documents and the Subsequent Transaction Documents, including the transactions described in the Offering Document.

“Transaction Documents” means this Insurance Agreement, the Indenture, the Notes, the Purchase Agreement, the Tax Agreements, the Swap Agreement and the Registration Rights Agreement.

“Trust Indenture Act” means the Trust Indenture Act of 1939, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Unpaid Premium” shall be calculated as provided in Section 3.03(c)(ii) hereof.

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ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01    Representations and Warranties of the Issuer.    The Issuer represents and warrants as follows:

(a)    Organization; Power and Authority; Membership Interests.

(i)  The Issuer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware;

(ii)  The Issuer has the power and authority (limited liability company and other) to own its properties and conduct its business as described in the Offering Document, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure of the Issuer to be so qualified and in good standing would not, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(iii)  Each subsidiary of MONY Life:

(A) has been duly incorporated or formed and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation with the power (whether corporate, partnership or limited liability company, as the case may be) and authority to own its properties and conduct its business as described in the Offering Document; and

(B) is duly qualified to do business as a foreign corporation, partnership or limited liability company, as the case may be, for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification,

except, in each case, where the failure of any such subsidiary to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(iv)  All of the issued membership interests of the Issuer have been duly and validly authorized and issued and are fully paid and non-assessable; all shares of capital stock of MONY Life have been duly and validly authorized and issued, are fully paid and non-assessable and are directly owned by the Issuer, free and clear of all liens, encumbrances, equities or claims; and all of the issued shares of capital stock, membership interests or partnership interests of each of the subsidiaries of MONY Life have been duly and validly authorized and issued, are

8

fully paid and non-assessable and are owned directly or indirectly by MONY Life (except for Financial Marketing Agency, Inc. and MONY Benefits Management Corp., at least 90% of the capital stock of each of which is owned by MONY Life), as applicable, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)    Offering Circular.    The preliminary Offering Circular dated April 15, 2002 in respect of the Notes and the final Offering Circular dated April 24, 2002 in respect of the Notes and any amendments or supplements thereto did not and will not and each preliminary and final offering circular or similar offering document in respect of any Additional Notes will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or MONY Life by the Insurer, any Initial Purchaser or any future initial purchaser, underwriter or dealer with respect to Additional Notes expressly for use therein.

(c)    Due Authorization and Validity of Transaction Documents.    Each Transaction Document to which the Issuer is a party has been, and each Subsequent Transaction Document to which the Issuer is a party will have been when executed and delivered, duly authorized by all necessary limited liability company action on the part of the Issuer and has been or will have been duly executed and delivered by the Issuer. Assuming due authorization, execution and delivery thereof by the other parties thereto, each such Transaction Document constitutes, and each Subsequent Transaction Document will constitute, a valid and legally binding obligation of the Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, rehabilitation, fraudulent conveyance, reorganization, moratorium or similar laws, relating to creditors’ rights, public policy limiting the right to indemnification for violations of securities laws and general principles of equity; and the Indenture conforms in all material respects to the descriptions thereof in the Offering Document.

(d)    No Material Adverse Effect.

(i)  None of the Issuer, MONY Life or any subsidiary of MONY Life has sustained since December 31, 2001 any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance (excluding, for the avoidance of doubt, any insurance underwriting losses of MONY Life or its subsidiaries), or from any labor dispute or court or governmental action, order or decree, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ii)  Except as set forth or contemplated in the Offering Document, there has been no change to the business, results of operations, assets or financial condition of the Closed Block from the descriptions thereof contained in the

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Offering Document, except as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect;

(iii)  Since the respective dates as of which information is given in the Offering Document, there has not been any material decrease in the capital or surplus of MONY Life, any decrease in the owner’s equity of the Issuer or any material increase in the consolidated long-term debt of the Issuer or MONY Life, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, financial position, results of operations or owner’s equity of the Issuer, MONY Life and their subsidiaries, considered as a whole, in each case other than as set forth or contemplated in the Offering Document.

(e)    Non-contravention.    None of the execution, delivery or compliance with any of the Transaction Documents or Subsequent Transaction Documents to which the Issuer is a party will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer is a party or by which the Issuer, MONY Group or any subsidiary of the Issuer is bound or to which any of the property or assets of the Issuer, MONY Group or any such subsidiary is subject, except for any such conflict, breach, violation or default as would not reasonably be expected to have a Material Adverse Effect, and will not result in any violation of the provisions of the certificate of formation and limited liability company agreement of the Issuer or the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of MONY Group or any subsidiary of the Issuer or any statute or any order, rule or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over the Issuer, MONY Group or any such subsidiary or any of their properties, except to the extent such conflict, breach, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f)    No Proceedings.    There are no legal or governmental proceedings pending or, to the knowledge of the Issuer, threatened against the Issuer or any of its subsidiaries, specifically challenging or contesting the sale of the Notes pursuant to the Purchase Agreement and the Indenture or which are reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

(g)    Consents and Filings.

(i)  All consents, licenses, authorizations, approvals, orders, certificates, permits, registrations and qualifications (collectively, the “Consents”), and all filings and declarations (collectively, the “Filings”) of or with any court, insurance regulatory agency or governmental agency or body required to be obtained or made by it to own, lease, license and use its properties and assets and to conduct its business or required in connection with the issuance and sale by the Issuer of the Notes or the entry into and the compliance by the Issuer, MONY Group and MONY Life with the Transaction Documents, or the

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consummation of the transactions contemplated hereby or thereby, have been made or obtained, except in each case as would not have a Material Adverse Effect;

(ii)  Each of the Issuer, MONY Life and any subsidiary of MONY Life is in compliance with all applicable laws, rules, regulations, orders and similar requirements, including in connection with registrations or memberships in self-regulatory organizations, except for any non-compliance which would not reasonably be expected to have a Material Adverse Effect; and

(iii)  All Consents and Filings described in (i) above are in full force and effect and none of the Issuer, MONY Life nor any subsidiary of MONY Life has received written notice of any event, inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Consent or otherwise impose any limitation on the conduct of the business of the Issuer, MONY Life or any such subsidiary; except, in each case, where the failure to be in full force and effect or any such suspension, revocation or limitation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Issuer, there is no sustainable basis for any such revocation, suspension or limitation, except a revocation or limitation which would not reasonably be expected to have a Material Adverse Effect.

(h)    Investment Company.    None of the Issuer, MONY Life nor any subsidiary of MONY Life other than Enterprise Accumulation Trust and MONY Series Funds is or, after giving effect to the offering and sale of the Notes and the Additional Notes, the application of the proceeds of the Notes and the Additional Notes and the consummation of the other transactions contemplated by the Offering Document will be, an “investment company”, as defined pursuant to the Investment Company Act.

(i)    Title to Property.    Each of the Issuer, MONY Life and any subsidiary of MONY Life has good and marketable title in fee simple to all real property, if any, and good and marketable title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Document or such as would not have, individually or in the aggregate, a Material Adverse Effect on the Issuer; and any real property and buildings held under lease by the Issuer, MONY Life and any such subsidiary are held by them under valid, subsisting and enforceable leases with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect.

(j)    Financial Statements.    The audited GAAP consolidated financial statements of MONY Life set forth in the Offering Document present fairly in all material respects the financial position, results of operations and cash flows of MONY Life as of and for the periods indicated therein in accordance with GAAP, consistently applied, throughout the periods involved except for any normal year-end adjustments and except as described therein. In addition, the audited statutory basis financial statements of MONY Life set forth in the Offering Document present fairly in all material respects

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the statutory financial position, results of operations and cash flows of MONY Life as of and for the periods indicated therein in accordance with statutory accounting practices prescribed or permitted by the New York State Insurance Department.

(k)    No General Solicitation.    No form of general solicitation or general advertising was used by the Issuer or its Affiliates in connection with the offer or sale of the Notes. Assuming the accuracy of the representations and warranties of the Initial Purchasers in the Purchase Agreement, no registration of the Notes pursuant to the provisions of the Securities Act will be required for the offer, sale or issuance of the Notes; provided, that the Issuer will not offer, sell or issue the Notes, either directly or through agents, in a manner such that the Notes would be required to be registered pursuant to the provisions of the Securities Act. Any offering of Additional Notes will be conducted in accordance with the registration requirements of the Securities Act or pursuant to one or more exemptions from such requirements.

(l)    Due Diligence.    All written information provided or made available to the Insurer by the Issuer, MONY Life or their representatives (including, but not limited to, documents made available to Ambac in any “data room”) relating to (i) the operations or the financial condition of the Issuer, MONY Life and any subsidiary of MONY Life; (ii) the Closed Block, in each case on or as of the dates on which such information was made available (as amended, supplemented or superseded by the Offering Document), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made, in the context in which made, not materially false or misleading; and (iii) all financial projections that have been prepared by the Issuer or MONY Life in connection with the negotiation of this Insurance Agreement have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Issuer’s or MONY Life’s control, and that no assurance can be given that such projections will be realized).

(m)    Invested Assets of Closed Block.    The invested assets of the Closed Block as of December 31, 2001, on a statutory basis, are as set forth in the table entitled “Closed Block Invested Assets” on page 119 of the final Offering Circular dated April 24, 2002, in respect of the Notes.

(n)    Accuracy of Statements.    The statements set forth in the final Offering Circular dated April 24, 2002 relating to the Notes under the caption “Description of the Notes”, insofar as they purport to constitute a summary of the terms of the Notes, and under the captions “MONY Holdings”, “Business—Supervision and Regulation” and “Summary of Certain Documents—Tax Agreements”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are, and any statements of similar scope in each offering document in respect of Additional Notes will be, accurate and complete in all material respects.

(o)    No Prohibition on Dividends.    To the best of the Issuer’s and MONY Life’s knowledge, no insurance regulatory authority or body has issued any order

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or decree impairing, restricting or prohibiting the payment of dividends by MONY Life to the Issuer; and to the best of the Issuer’s and MONY Life’s knowledge, no insurance regulatory authority or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends to its parent by any subsidiary of MONY Life that is required to be organized or licensed as an insurance company or reinsurance company in its jurisdiction of incorporation, except for any such order or decree as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood and acknowledged by the Insurer that MONY Life and its insurance subsidiaries are subject to restrictions on their ability to pay dividends imposed by applicable law.

(p)    Accountants.    PricewaterhouseCoopers LLP, who have certified the consolidated financial statements of MONY Life and its subsidiaries, are independent public accountants as required by the Exchange Act and the rules and regulations of the Commission thereunder.

(q)    No Violation of Governing Documents.    Neither the Issuer nor MONY Group nor MONY Life nor any of MONY Life’s subsidiaries is in violation of its Certificate of Formation, Limited Liability Company Agreement, certificate of incorporation, by-laws or other organizational documents or instruments or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(r)    Pro Forma Financial Statements.    The pro forma condensed financial statements and the related notes thereto set forth in the Offering Document have been compiled on the pro forma basis described therein and, in the opinion of MONY Life, the assumptions used in the preparation thereof were reasonable at the time made and the adjustments used therein are based upon good faith estimates and assumptions believed by MONY Life to be reasonable at the time made.

(s)    Title to Collateral.    The Issuer will own the Collateral as of the Initial Closing and any Subsequent Closing Date, free and clear of all liens, encumbrances and defects, and the Indenture will create as security for the Notes and any Additional Notes a valid security interest in the Collateral in favor of the Indenture Trustee for the benefit of the Insurer, the Swap Counterparty and the holders of the Notes.

(t)    Taxes.    The Issuer has and each of its subsidiaries have filed all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due, except to the extent being contested in good faith and adequately reserved for in accordance with GAAP except where the failure to pay such taxes would not be reasonably expected to have a Material Adverse Effect.

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(u)    ERISA.    Neither the Issuer nor any Commonly Controlled Entity has (i) any material Accumulated Funding Deficiency, whether or not waived, (ii) failed to make any contribution or payment to any Plan, or made any amendment to any Plan, which has resulted, or could reasonably be expected to result, in the imposition of a lien or the posting of a bond or other security under Section 302(f) of ERISA or Section 401(a)(29) of the Code, (iii) incurred, or is reasonably likely to incur, any material liability under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA) or (iv) violated any provision of ERISA, that individually or in the aggregate, can reasonably be expected to result in a Material Adverse Effect. Neither the Issuer nor any Commonly Controlled Entity is obligated to contribute to a Multiemployer Plan.

(v)    Special Purpose Entity.

(i)  The capital of the Issuer is adequate for the business and undertakings of the Issuer.

(ii)  The Issuer is not engaged in any business transactions with MONY Group unrelated to the Transaction.

(iii)  The Issuer has, and will continue to have, assets other than assets contributed by MONY Group.

(iv)  The Issuer’s funds and assets are not, and will not be, commingled with those of MONY Group.

(v)  The Issuer shall maintain (A) correct and complete books and records of account, and (B) minutes of the meetings and other proceedings of its members.

(vi)  The Issuer is solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, the Issuer will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Issuer does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Issuer or any of its assets.

(vii)  All the outstanding membership interests of the Issuer are owned by MONY Group.

(viii)  Prior to the date hereof, the Issuer has not entered into any material transactions or conducted any business unrelated to the Transaction other than its formation.

(w)    No Other Credit Enhancement.    The Issuer has not entered into any credit enhancement facility other than the Initial Note Policy.

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(x)    Surplus and Related Assets.    The Surplus and Related Assets comply with the Investment Policy Statement. The Closed Block is managed and administered in accordance in all material respects with the Plan of Reorganization of The Mutual Life Insurance Company of New York, which became effective on November 16, 1998, including the exhibits and schedules thereto, and all applicable statutes, rules, regulations and orders.

Section 2.02    Affirmative Covenants of the Issuer.    The Issuer hereby agrees that during the term of this Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing or unless there exists an Insurer Default:

(a)    Compliance With Agreements and Applicable Laws.    The Issuer shall comply with its obligations under the Transaction Documents. Each Agreement Relating to the Insurer of the Issuer shall be performed by the Issuer in accordance with its terms for the benefit of the Insurer. Without limiting the generality of the foregoing, the provisions of Article Nine and Article Eleven of the Indenture are incorporated herein by reference, and such provisions shall remain in effect in accordance with Section 4.01 hereof notwithstanding any prior termination of the Indenture or defeasance of the Notes or any Additional Notes. The Issuer shall comply with all material requirements of any law, rule or regulation applicable to it.

(b)    Corporate Existence; Separateness.    The Issuer shall maintain its existence and shall at all times continue to be duly organized under the laws of its jurisdiction of organization and duly qualified and duly authorized (as described in Section 2.01(a) hereof) and shall conduct its business in all material respects in accordance with the terms of Delaware law and in all respects in accordance with its certificate of formation and limited liability company agreement. The Issuer shall observe all limited liability company formalities appropriate for a Delaware limited liability company.

(c)    Financial Statements; Accountants’ Reports; Other Information.

(i)  The Issuer shall keep or cause to be kept in reasonable detail books and records of account of its assets and business, including, but not limited to, books and records relating to the Transaction.

(ii)  The Issuer shall furnish or caused to be furnished to the Insurer:

(A)  promptly upon receipt thereof, copies of any reports submitted to the Issuer by its independent accountants in connection with any examination of the financial statements of the Issuer;

(B)  promptly after the filing or sending thereof, if applicable, copies of all proxy statements, financial statements, reports, and registration statements which the Issuer files with, or delivers to, the Commission or any other federal government agency, authority or body which supervises the issuance of securities by the Issuer or any national securities exchange;

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(C)  promptly upon receipt thereof, copies of all schedules, financial statements or other similar reports, notices, opinions, certificates, or other items delivered to or by the Issuer pursuant to the terms of the Transaction Documents (including copies of each item required to be delivered to the Indenture Trustee pursuant to Section 8.04 of the Indenture) and, promptly upon request, such other information as may be reasonably requested by the Insurer.

(d)    Compliance Certificate.    The Issuer shall deliver to the Insurer concurrently with the delivery of the financial statements required pursuant to Section 8.04 of the Indenture, a certificate signed on behalf of the Issuer by an Authorized Officer of the Issuer:

(i)  stating that a review of the Issuer’s performance under the Transaction Documents during such period has been made under such officer’s supervision;

(ii)  setting forth the information required under Section 8.04 of the Indenture;

(iii)  stating that to the best of such officer’s knowledge following reasonable inquiry, no Default or Event of Default has occurred; provided, that if a Default or Event of Default has occurred and is continuing, such certificate shall specify the nature thereof and, if the Issuer has a right to cure pursuant to Section 5.01 hereof, specify in reasonable detail the steps, if any, being taken by the Issuer to cure such Default or Event of Default or to otherwise comply with the terms of the agreement to which such Default or Event of Default relates; provided, further, that the Issuer shall update such certificate to the Insurer promptly upon any material change in the steps last reported until such Default or Event of Default is no longer continuing; and

(iv)  certifying that the attached financial reports submitted in accordance with Section 2.02(c)(ii) hereof, as applicable, are complete and correct in all material respects and present fairly the financial condition and results of operations of the Issuer as of the dates and for the periods indicated, in accordance with GAAP consistently applied (subject as to interim statements to normal year-end adjustments).

(e)    Access to Records; Discussions With Officers and Accountants.    The Issuer shall, upon the reasonable request of the Insurer and as often as the Insurer may reasonably request, permit the Insurer or its authorized agents:

(i)  to inspect the properties, books and records of the Issuer as they may relate to the Notes, Additional Notes, the Collateral, the obligations of MONY Group, the Issuer and MONY Life under the Transaction Documents, any Subsequent Transaction Documents, and the Transaction, upon reasonable advance notice to the Issuer (which shall not be less than 48 hours); provided, that

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no such notice to the Issuer shall be required if a Default or Event of Default has occurred and is continuing;

(ii)  to discuss the affairs, finances and accounts of the Issuer with any Authorized Officer or other relevant officers of the Issuer; and

(iii)  to discuss the affairs, finances and accounts of the Issuer with the Issuer’s independent accountants; provided, that an officer of the Issuer shall have the right to be present during such discussions.

Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Issuer. The books and records of the Issuer will be maintained at the address of the Issuer designated herein for receipt of notices, unless it shall otherwise advise the parties hereto in writing. The Insurer shall keep confidential all private and proprietary information of Issuer arising from such inspections and discussions, and any other information delivered to the Issuer pursuant hereto or any other Transaction Document for a period of three years following the receipt of such information except to the extent permitted in writing by the Issuer, required by law or any legal process or to the extent such information is otherwise or becomes publicly available other than through a breach of this provision by the Insurer and except that the Insurer shall be permitted to disclose such information to Affiliates of the Insurer (with the Insurer being responsible for any failure of such Affiliate to comply with the provisions of this Section 2.02(e)), regulatory agencies, ratings agencies and reinsurers.

(f)    Notice of Material Events.    The Issuer shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following of which the Issuer has knowledge or notice:

(i)  the submission of any claim or the initiation of or the specific intent to initiate (but only if the Issuer has knowledge of such specific intent) any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Issuer, MONY Group or MONY Life that could reasonably be expected to result in a Material Adverse Effect, or the commencement of any proceeding or the formal promulgation or publication of any proposed or final rule which could reasonably be expected to result in a Material Adverse Effect;

(ii)  any change in the location of the Issuer’s, MONY Group’s or MONY Life’s principal place of business, any change in the jurisdiction of organization of any of the Issuer, MONY Group or MONY Life, any change in the organizational form of any of the Issuer, MONY Group or MONY Life, or any change in the location of the Issuer’s books and records;

(iii)  the occurrence of any Default or Event of Default;

(iv)  the commencement of any proceedings by or against the Issuer, MONY Group or MONY Life under any applicable bankruptcy, reorganization,

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liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Issuer, MONY Group or MONY Life or any of its or their assets;

(v)  the receipt of notice that (A) the Issuer, MONY Group or MONY Life is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Issuer’s, MONY Group’s or MONY Life’s business has been, is to be or could reasonably be expected to be suspended or revoked which could reasonably be expected to result in a Material Adverse Effect, or (C) the Issuer, MONY Group or MONY Life is to cease and desist any practice, procedure or policy employed by the Issuer, MONY Group or MONY Life in the conduct of its business, and such suspension, revocation or cessation could reasonably be expected to result in a Material Adverse Effect;

(vi)  the receipt of notice of (A) the assertion by any taxing authority of any lien, charge, claim, order, encumbrance or penalty against the Issuer based upon the Issuer’s failure to pay any tax, assessment, charge or fee with respect to the Collateral, or failure to defend any action, if such failure to pay or defend may be reasonably expected to adversely affect the priority or enforceability of the security interest in the Collateral created by the Indenture or (B) that any withholding taxes are to be imposed on the Collateral that the Issuer reasonably determines may not have been taken into account in the initial fair market valuation of such Collateral; or

(vii)  the incurrence of any Lien or Liability by MONY Life of the type described in Section 2.03(l) hereof.

(g)    Financing Statements and Further Assurances.    The Issuer shall at its own expense promptly take, or cause to be taken, such actions as may be necessary or desirable, in the reasonable judgment and at the request of the Insurer, (i) to create and maintain the lien of the Indenture as a valid and perfected security interest covering the Collateral, and (ii) to preserve and protect fully the perfected security interest of the Indenture Trustee on behalf of the Noteholders and the Insurer in, and all rights of the Indenture Trustee on behalf of the Noteholders and the Insurer with respect to, the Collateral, including the execution and filing of all instruments necessary to be kept and filed in such manner and in such places as may be required by law to preserve, protect and perfect fully the security interest of the Indenture Trustee on behalf of the Noteholders and the Insurer with respect to the Collateral, and to take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Indenture, the Purchase Agreement, the Tax Agreements, this Insurance Agreement and the Notes and any Additional Notes. The Issuer agrees to cooperate with S&P and Moody’s pursuant to their reasonable requests in connection with any review of the Transaction that may be undertaken by S&P or Moody’s after the date hereof and, subject to the provisions this Insurance Agreement, to provide all information reasonably requested by S&P or Moody’s.

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(h)    Maintenance of Licenses.    The Issuer, or any successors thereof, and MONY Life and any of its subsidiaries shall maintain all licenses, permits, charters and registrations which are material to the conduct of their business.

(i)    Redemption of Notes.    Upon a redemption or other payment of all of the Notes or the Additional Notes, as the case may be, and the expiration of the Term of the Policy as set forth therein, the Issuer shall cause the surrender of the Initial Note Policy or the Subsequent Note Policy, as the case may be, to the Insurer for cancellation.

(j)    Disclosure Document.

(i)  Each Offering Document delivered with respect to the Notes and Additional Notes shall contain the following statement at the end of the section of the Offering Document entitled “Bond Insurance—Terms of the Insurance Policy—General”: “THE INSURANCE PROVIDED BY THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.”

(ii)  Each Offering Document delivered with respect to the Notes and the Additional Notes which includes financial statements of the Insurer prepared in accordance with GAAP shall include the following statement immediately preceding such financial statements: “THE NEW YORK STATE INSURANCE DEPARTMENT RECOGNIZES ONLY STATUTORY ACCOUNTING PRACTICES FOR DETERMINING AND REPORTING THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AN INSURANCE COMPANY, FOR DETERMINING ITS SOLVENCY UNDER THE NEW YORK INSURANCE LAW, AND FOR DETERMINING WHETHER ITS FINANCIAL CONDITION WARRANTS THE PAYMENT OF A DIVIDEND TO ITS STOCKHOLDERS. NO CONSIDERATION IS GIVEN BY THE NEW YORK STATE INSURANCE DEPARTMENT TO FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN MAKING SUCH DETERMINATIONS.”

(k)    Closing Documents.    The Issuer shall provide or cause to be provided to the Insurer or its representatives an executed original copy of each document executed in connection with the Transaction within 30 days of the Initial Closing or, with respect to any issuance of Additional Notes, within 30 days of any Subsequent Closing Date.

(l)    Use of Proceeds.    The Issuer shall apply its funds in accordance with the Indenture.

(m)    ERISA.    The Issuer shall give, or shall cause to be given, to the Insurer prompt notice of each of the following events of which the Issuer has knowledge (but in no event more than 30 days after the earlier of the occurrence of the event or the

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Issuer learning of the existence of a reasonable probability that the event will occur): (i) when a Plan has a material Accumulated Funding Deficiency, (ii) when a Commonly Controlled Entity becomes obligated to make a material contribution to any Multiemployer Plan, (iii) any action by a Commonly Controlled Entity to terminate any Plan so as to incur any material liability to the PBGC or under Title IV of ERISA, or when circumstances otherwise exist which could reasonably be expected to result in any Commonly Controlled Entity incurring any such material liability and (iv) any action by the PBGC to terminate or appoint a trustee to administer a Plan. In addition, the Issuer shall promptly (but in no case more than 30 days following issuance or receipt by the Commonly Controlled Entity) provide, or cause to be provided, to the Insurer a copy of all material correspondence between a Commonly Controlled Entity and the PBGC or Internal Revenue Service relating to any of the events described in the preceding sentence or the underfunded status, termination or possible termination of a Plan.

(n)    Exemption from Investment Company Registration.    The Issuer shall take all actions necessary so as to be exempt from registration under the Investment Company Act.

(o)    Exemption from Securities Act Registration.    The Issuer shall take all actions within its reasonable control necessary so as to exempt the initial sale of the Notes and the Additional Notes from registration under the Securities Act and under any applicable securities laws of any state of the United States.

(p)    Maintenance of Interest.    The Issuer will use its best efforts to cause any necessary recordings or filings to be made with respect to the Collateral.

(q)    Organizational Documents.    The Issuer agrees to operate in a manner consistent with the terms of its certificate of formation and limited liability company agreement and applicable Delaware law relating to limited liability companies organized in Delaware.

(r)    Indenture Trustee.    The Issuer shall, at the reasonable request of the Insurer (so long as it is the Controlling Party), exercise its right pursuant to Section 7.10 of the Indenture to remove the Indenture Trustee. The Issuer shall not remove the Indenture Trustee without the prior written consent of the Insurer (so long as it is the Controlling Party).

(s)    Rating Agency Communications.    The Issuer shall keep the Insurer informed of all (if any) material written or oral communications (including any single material communication and any series or group of communications which are, in the aggregate, material) between the Issuer and Moody’s or S&P regarding the Notes, the Additional Notes, the Transaction or the Closed Block Business.

(t)    Taxes.    The Issuer shall give the Insurer notice of the written assertion by any taxing authority of any lien, charge, encumbrance or penalty against the Issuer based upon the Issuer’s failure to pay any tax, assessment, charge or fee with respect to the Collateral, or failure to defend any action, if such failure to pay or defend

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adversely affects or could reasonably be expected to have an adverse effect on the priority or enforceability of the security interest in the Collateral created by the Indenture.

Section 2.03    Negative Covenants of the Issuer.    The Issuer hereby agrees that during the term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing or unless there is an Insurer Default:

(a)    Impairment of Rights.    The Issuer shall not take any action, or fail to take any action, if such action or failure to take action could reasonably be expected to interfere in any material respect with the enforcement of any rights of the Insurer and the Indenture Trustee under the Indenture, and the Issuer fails to cease such action or take the action omitted, as necessary to avoid such potential effect within 10 days of the Issuer’s knowledge of such potential effect. The Issuer shall give notice in writing to the Indenture Trustee and the Insurer promptly upon becoming aware of the occurrence of any circumstance that might reasonably be expected to constitute an Event of Default or Default, and such notice shall contain a description of the facts, circumstances or events that might reasonably be expected to constitute such Event of Default or Default; provided, that in connection with such notice, the Issuer may disclaim in good faith any admission that such circumstance does constitute an Event of Default or Default. The Issuer shall furnish to the Insurer all information requested by it that is reasonably necessary to determine compliance with this paragraph.

(b)    Waiver, Amendments, Etc.    The Issuer shall not waive, modify or amend, or consent to any waiver, modification or amendment of, any of the terms, provisions or conditions of the Transaction Documents or any Subsequent Transaction Document that affects the Insurer without the prior written consent of the Insurer.

(c)    Marketing Materials.    The Issuer shall not include any material relating to the Insurer or describing the terms of the Initial Policies or this Insurance Agreement in any marketing materials used by or on behalf of Issuer in connection with the offering and sale of the Notes or the Additional Notes unless such material has been approved in writing by the Insurer prior to its inclusion in such marketing materials. If after the initial inclusion in any marketing materials of any information described in the prior sentence, the Insurer shall advise the Issuer that the material relating to the Insurer is no longer accurate or is misleading and should be changed in any material respect, the Issuer shall promptly amend, or cause to be amended, the marketing materials to reflect such advice. The Insurer shall respond, as promptly as reasonably possible under the circumstances, to any request for approval pursuant to this Section 2.03(c) and such approval shall not be unreasonably withheld or delayed. The Insurer hereby approves such material in the preliminary Offering Circular dated April 15, 2002, in the final Offering Circular dated April 24, 2002 and in the Bloomberg L.P. “road show” presentation in connection with the marketing of the Notes.

(d)    Restriction on Business.    The Issuer shall not engage in any business or activity other than those permitted under the Indenture and shall not otherwise violate any provision of Section 11.06 of the Indenture.

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(e)    Mergers.    Except as otherwise provided in the Indenture, the Issuer shall not consolidate with or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person.

(f)    Liquidation; Insolvency.    The Issuer shall not dissolve or liquidate, in whole or in part, or, prior to the date that is one year and one day after payment in full of all amounts payable in respect of the Notes or the Additional Notes and any of its obligations to the Insurer or the Indenture Trustee, institute proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property, or make any assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such or any similar action; provided, that the foregoing shall not prohibit any liquidation of the Issuer’s, MONY Group’s or MONY Life’s assets in accordance with the terms of the Indenture, the Notes, the Additional Notes, this Insurance Agreement or the organizational documents of such entities.

(g)    Amendments to Organizational Documents.    The Issuer shall not amend, supplement or otherwise modify its certificate of formation or limited liability company agreement (or permit any of the foregoing), or fail to abide by the restrictions contained therein, in any way that conflicts with, or otherwise alters in any way, the Issuer’s obligations under the Transaction Documents or any Subsequent Transaction Documents.

(h)    Repurchase of Shares; Distributions.    The Issuer shall not repurchase any of its membership interests nor make any distributions to its members, including, without limitation, any declaration or distribution of dividends, except as directed or permitted by the terms of the Indenture.

(i)    Issuance of Membership Interest.    The Issuer shall not issue any securities convertible into or exchangeable for, or any options, warrants or other rights to acquire, any membership interests of the Issuer.

(j)    ERISA.    The Issuer shall not, and shall ensure that each Commonly Controlled Entity shall not:

(i)  terminate any Plan so as to incur any material liability to the PBGC;

(ii)  fail to pay to any Plan any contribution which it is obligated to pay under the terms of such Plan, if such failure would cause such plan to have any material Accumulated Funding Deficiency, whether or not waived; or

(iii)  allow or suffer to exist any event or condition, which presents a reasonable risk of termination by the PBGC of any Plan, to the extent that the

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occurrence or nonoccurrence of such event or condition is within the control of it or any Commonly Controlled Entity, which termination would reasonably be expected to have a Material Adverse Effect.

(k)    No Other Credit Enhancement.    The Issuer shall not enter into any credit enhancement facility with respect to any Notes or Additional Notes without the prior written consent of the Insurer.

(l)    Use of Assets of Closed Block Business.    The Issuer shall cause MONY Life (i) to not create or permit to exist any Liens on assets of the Closed Block or Surplus and Related Assets other than Permitted Liens and (ii) to not otherwise utilize (by transfer or otherwise) such assets or cash flows from such assets to repay indebtedness for money borrowed or liabilities of MONY Life, (x) attributable to or for the express benefit of the Ongoing Businesses of MONY Life except for the payment of Administrative Payments and investment management fees relating to the management of assets in the Closed Block and the Surplus and Related Assets or (y) unless inconsistent with applicable law and regulation, arising from conduct or events occurring prior to the date of the Initial Closing.

(m)    Other Activities.    The Issuer shall not institute against, or join any other person in instituting against, MONY Group any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, for one year and a day after the expiration of the term of this Insurance Agreement; provided, that the foregoing shall not prohibit any action after the filing of any involuntary petition or other institution of any such proceedings by another Person.

Section 2.04    Representations and Warranties of MONY Group.    MONY Group represents and warrants as follows:

(a)    Organization, Power and Authority.

(i)  MONY Group has been organized and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(ii)  MONY Group has the power and authority (corporate and other) to own its properties and conduct its business, as defined in the Offering Document and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure of MONY group to be so qualified and in good standing would not, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    Due Authorization and Validity of Transaction Documents.    Each Transaction Document to which MONY Group is a party has been, and each Subsequent Transaction Document to which MONY Group is a party will have been, when executed and delivered, duly authorized by all necessary corporate action on the part of MONY

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Group and has been or will have been duly executed and delivered by MONY Group. Assuming due authorization, execution and delivery thereof by the other parties thereto, each such Transaction Document constitutes, and each Subsequent Transaction Document will constitute, a valid and legally binding obligation of MONY Group, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws, relating to creditors’ rights, public policy limiting the right to indemnification for violations of securities laws and general principles of equity, and the Indenture conforms in all material respects to the descriptions thereof in the Offering Document.

(c)    Representations and Warranties in the Transaction Documents.    Each of the representations and warranties of MONY Group contained in the Transaction Documents to which it is a party is true and correct, and MONY Group hereby makes each such representation and warranty to, and for the benefit of, the Insurer as if the same were set forth in full herein. MONY Group acknowledges that such representations and warranties are made herein for the benefit of the Insurer and the Insurer is relying thereon in entering into this Insurance Agreement and the Initial Policies.

(d)    Non-contravention.    None of the execution, delivery or compliance with any of the Transaction Documents or Subsequent Transaction Documents to which MONY Group is a party will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which MONY Group is a party or by which MONY Group is bound or to which any of the property or assets of MONY Group is subject, except for any such conflict, breach, violation or default as would not reasonably be expected to have a Material Adverse Effect, and will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of MONY Group or any statute or any order, rule or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over MONY Group or any of its properties, except to the extent such conflict, breach, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)    Compliance With Securities Laws.    MONY Group is not, and, after giving effect to the issuance and sale of the Notes or the Additional Notes, and the application of the proceeds of the Notes or the Additional Notes, will not be an “investment company” as defined pursuant to the Investment Company Act.

Section 2.05    Affirmative Covenants of MONY Group.    MONY Group hereby agrees that during the term of this Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing and unless there exists an Insurer Default, MONY Group shall comply with its obligations under the Transaction Documents and any Subsequent Transaction Documents. Each Agreement Relating to the Insurer of MONY Group shall be performed by MONY Group in accordance with its terms for the benefit of the Insurer. Without limiting the generality of the foregoing, the provisions of Article Eleven of the Indenture applicable to MONY Group are incorporated by reference herein and such provisions shall remain in effect in accordance with Section 4.01 hereof

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notwithstanding any prior termination of the Indenture or defeasance of the Notes or Additional Notes. MONY Group shall comply with all material requirements of any law, rule or regulation applicable to it.

Section 2.06    Negative Covenants of MONY Group.    MONY Group hereby agrees that during the term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing or unless there exists an Insurer Default:

(a)    Impairment of Rights.    MONY Group shall not take any action, or fail to take any action, if such action or failure to take action could reasonably be expected to interfere in any material respect with the enforcement of any rights of the Insurer and the Indenture Trustee under the Indenture, and MONY Group fails to cease such action or take the action omitted, as necessary to avoid such potential effect within 10 days of MONY Group’s knowledge of such potential effect. MONY Group shall give notice in writing to the Indenture Trustee and the Insurer promptly upon becoming aware of the occurrence of any circumstance that might reasonably be expected to constitute an Event of Default or Default, and such notice shall contain a description of the facts, circumstances or events that might reasonably be expected to constitute such Event of Default or Default; provided, that in connection with such notice, MONY Group may disclaim in good faith any admission that such circumstance does constitute an Event of Default or Default. MONY Group shall furnish to the Insurer all information requested by it that is reasonably necessary to determine compliance with this paragraph.

(b)    Waiver, Amendments, Etc.    MONY Group shall not waive, modify or amend, or consent to any waiver, modification or amendment of, any of the terms, provisions or conditions of the Transaction Documents or any Subsequent Transaction Documents that affect the Insurer without the prior written consent of the Insurer.

(c)    Issuance of Membership Interest.    MONY Group shall not cause or permit the Issuer to issue any securities convertible into or exchangeable for, or any options, warrants or other rights to acquire, any membership interests of the Issuer.

(d)  Other Activities.    MONY Group shall not institute against, or join any other person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, for one year and a day after the expiration of the Term of the Insurance Agreement; provided, that the foregoing shall not prohibit any action after the filing of any involuntary petition or other institution of any such proceedings by any other Person.

Section 2.07    Representations and Warranties of MONY Life.    MONY Life represents and warrants as follows:

(a)  Organization; Power and Authority.

(i)  MONY Life has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York; and

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(ii)  MONY Life has the power and authority (corporate and other) to own its properties and conduct its business, as described in the Offering Document, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure of MONY Life to be so qualified and in good standing would not, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    Due Authorization and Validity of Transaction Documents.    Each Transaction Document to which MONY Life is a party has been, and each Subsequent Transaction Document to which MONY Life is a party will have been, when executed and delivered, duly authorized by all necessary corporate action on the part of MONY Life and has been or will have been duly executed and delivered by MONY Life. Assuming due authorization, execution and delivery thereof by the other parties thereto, each such Transaction Document constitutes, and each Subsequent Transaction Document will constitute, a valid and legally binding obligation of MONY Life, enforceable in accordance with its terms, subject to bankruptcy, insolvency, rehabilitation, fraudulent conveyance, reorganization, moratorium or similar laws relating to creditors’ rights, public policy limiting the right to indemnification for violations of securities laws and general principles of equity, and the Indenture conforms in all material respects to the descriptions thereof in the Offering Document.

(c)    Representations and Warranties in the Transaction Documents.    Each of the representations and warranties of MONY Life contained in the Transaction Documents to which MONY Life is a party is true and correct, and MONY Life hereby makes each such representation and warranty to, and for the benefit of, the Insurer as if the same were set forth in full herein. MONY Life acknowledges that such representations and warranties are made herein for the benefit of the Insurer and the Insurer is relying thereon in entering into this Insurance Agreement and the Initial Policies.

(d)    Non-contravention.    None of the execution, delivery or compliance with any of the Transaction Documents or Subsequent Transaction Documents to which MONY Life is a party will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which MONY Life is a party or by which MONY Life is bound or to which any of the property or assets of MONY Life is subject, except for any such conflict, breach, violation or default as would not reasonably be expected to have a Material Adverse Effect, and will not result in any violation of the provisions of the Amended and Restated Charter or Amended and Restated By-laws of MONY Life or any statute or any order, rule or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over MONY Life or any of its properties, except to the extent such conflict, breach, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(e)    Compliance With Securities Laws.    MONY Life is not, and, after giving effect to the issuance and sale of the Notes or the Additional Notes, and the application of the proceeds of the Notes or the Additional Notes, will not be an “investment company” as defined pursuant to the Investment Company Act.

(f)    Compliance with Applicable Law; Insurance Operations.

(i)  Each of MONY Life and its subsidiaries holds in full force and effect all Consents and has made all Filings necessary for the lawful ownership and use of its properties and assets and the conduct of its businesses under and pursuant to all applicable statutes, orders, rules and regulations, and there has been no violation of any Consent, nor has MONY Life received written notice asserting any such violation, except for such failures to be in full force and effect and for such violations, if any, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii)  Each of MONY Life and its subsidiaries is in compliance with each applicable statute, order, rule and regulation relating to it or any of its material assets, properties or operations, except where noncompliance with any such statute, order, rule and regulation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii)  Each of MONY Life and its insurance company subsidiaries (i) is an authorized insurer (on either an admitted or a nonadmitted basis) in each state in which it presently writes insurance for the type of insurance it presently writes in such states and (ii) meets all statutory and regulatory requirements of all insurance regulatory agencies and other governmental agencies and bodies which have jurisdiction over it to be an authorized insurer on either an admitted or a nonadmitted basis except where the failure to meet such requirements would not be reasonably expected to have a Material Adverse Effect.

Section 2.08    Affirmative Covenants of MONY Life.    The Issuer agrees that it shall cause MONY Life during the term of this Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing or unless there exists an Insurer Default, to do as follows:

(a)    Compliance With Agreements and Applicable Laws.    MONY Life shall comply with its obligations under the Transaction Documents and any Subsequent Transaction Documents. MONY Life shall, and shall cause each of its subsidiaries to, comply with all material requirements of any law, rule or regulation applicable to such entity.

(b)    Corporate Existence Separateness.    MONY Life shall maintain its corporate existence and shall at all times continue to be duly organized under the laws of New York and duly qualified and duly authorized (as described in Section 2.07(a) hereof) and shall conduct its business in all material respects in accordance with the terms of New York law applicable to insurance companies organized in New York and in all

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respects in accordance with its Amended and Restated Charter or Amended and Restated By-laws and shall observe all corporate formalities appropriate for a New York life insurance corporation.

(c)    Compliance Certificate.    MONY Life shall deliver to the Insurer concurrently with the delivery of the financial statements required pursuant to Section 8.04 of the Indenture, a certificate signed by an Authorized Officer of MONY Life:

(i)  stating that a review of the Issuer’s performance under the Transaction Documents during such period has been made under such officer’s supervision;

(ii)  setting forth the information required under Section 8.04 of the Indenture; and

(iii)  stating that to the best of such officer’s knowledge following reasonable inquiry, no Default or Event of Default has occurred; provided, that if a Default or Event of Default has occurred and is continuing, such certificate shall specify the nature thereof and, if MONY Life has a right to cure pursuant to Section 5.01 hereof, specify in reasonable detail the steps, if any, being taken by MONY Life to cure such Default or Event of Default or to otherwise comply with the terms of the agreement to which such Default or Event of Default relates; provided, further, that MONY Life shall update such certificate to the Insurer promptly upon any material change in the steps last reported until such Default or Event of Default is no longer continuing.

(d)    Access to Records; Discussions With Officers and Accountants.    MONY Life shall, upon the reasonable request of the Insurer, and as often as the Insurer may reasonably request, permit the Insurer or its authorized agents:

(i)  to inspect the properties, books and records of MONY Life as they may relate to the Notes or the Additional Notes, the obligations of MONY Life under the Transaction Documents, any Subsequent Transaction Document, MONY Life’s business, and the Transaction, upon reasonable advance notice to MONY Life (which shall not be less than 48 hours);

(ii)  to discuss the affairs, finances and accounts of MONY Life with any relevant officers of MONY Life; and

(iii)  to discuss the affairs, finances and accounts of MONY Life with MONY Life’s independent accountants, provided, that an officer of MONY Life shall have the right to be present during such discussions.

Such inspections and discussions shall be conducted in accordance with Section 2.02(e) hereof. The books and records of MONY Life will be maintained at the address of MONY Life designated herein for receipt of notices, unless it shall otherwise advise the parties hereto in writing.

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(e)    Notice of Material Events.    MONY Life shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following of which MONY Life has knowledge or notice:

(i)  the submission of any claim or the initiation of or the specific intent to initiate (but only if MONY Life has knowledge of such specific intent) any legal process, litigation or administrative or judicial investigation or rule making or disciplinary proceeding by or against MONY Life that could reasonably be expected to have a Material Adverse Effect, or the commencement of any proceeding or the formal promulgation or publication of any proposed or final rule which could reasonably be excepted to result in a Material Adverse Effect;

(ii)  the commencement of any proceedings by or against MONY Life under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed or requested for MONY Life or any of its assets or such an appointment or request could reasonably be expected; or

(iii)  the receipt of notice that (A) MONY Life is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct by MONY Life of any of its businesses is to be suspended or revoked which suspension or revocation could reasonably be expected to have a Material Adverse Effect, or (C) MONY Life is to cease and desist any practice, procedure or policy employed by MONY Life in the conduct of its business, and such suspension, revocation or cessation could reasonably be expected to result in a Material Adverse Effect.

Section 2.09    Negative Covenants of MONY Life.    MONY Life hereby agrees that during the term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing or unless there exists an Insurer Default:

(a)    Impairment of Rights.    MONY Life shall not take any action, or fail to take any action, if such action or failure to take action could reasonably be expected to interfere with the enforcement of any rights under the Transaction Documents or any Subsequent Transaction Documents that are material to the rights, benefits or obligations of the Insurer.

(b)    Waiver, Amendments, Etc.    MONY Life shall not waive, modify or amend, or consent to any waiver, modification or amendment of, any of the terms, provisions or conditions of the Transaction Documents or any Subsequent Transaction Documents that affect the Insurer without the prior written consent of the Insurer (which shall not be unreasonably withheld).

(c)    Other Activities.    MONY Life shall not institute against, or join any other person in instituting against, the Issuer or MONY Group any bankruptcy,

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reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, for one year and a day after the expiration of the Term of the Insurance Agreement; provided, that the foregoing shall not prohibit any action after the filing of any involuntary petition or other institution of any such proceedings by another Person.

ARTICLE II

THE POLICY; REIMBURSEMENT; SUBROGATION

Section 3.01    Issuance of the Initial Policies.    The Insurer agrees to issue the Initial Policies on the Initial Closing subject to satisfaction of the conditions precedent set forth below:

(a)    Filings and Recording.    The Insurer shall have received evidence reasonably satisfactory to it of the delivery of the Collateral and the filing and/or recording in all necessary jurisdictions (or such filing and/or recording having been provided for in a manner reasonably satisfactory to the Insurer) of all documents and such appropriate instruments, in form and substance reasonably satisfactory to the Insurer, as may be necessary in the reasonable opinion of the Insurer to perfect the security interests created by the Indenture, and all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing shall have been paid. The Issuer shall have delivered to the Indenture Trustee the Collateral and each of the Issuer, MONY Group and MONY Life shall be, as of the Initial Closing, in compliance in all material respects with the terms of the Transaction Documents to which it is a party, and no default or event of default under any of the Transaction Documents shall have occurred and be continuing.

(b)    Material Adverse Effect.    The Insurer shall have received a letter from the Issuer stating that, other than as reflected in the Offering Document, since December 31, 2001 there has been no Material Adverse Effect.

(c)    Payment of Initial Premium and Expenses.    The Insurer shall have been paid, by the Issuer, that portion of a nonrefundable Premium payable on the Initial Closing and the Issuer shall have reimbursed or paid directly the other fees and expenses identified in Section 3.03 hereof as payable at the Initial Closing.

(d)    Transaction Documents.    Arrangements reasonably satisfactory to the Insurer shall have been made for the delivery of executed counterparts of the Transaction Documents to the Insurer on or promptly following the Initial Closing.

(e)    Certified Documents and Resolutions.    The Insurer shall have received a copy of (i) the Amended and Restated Certificate of Incorporation or Amended and Restated Charter, as applicable, and Amended and Restated By-laws of each of MONY Group and MONY Life and the certificate of formation and limited liability company agreement of the Issuer and (ii) the resolutions of each of the governing boards, or members (if applicable), of each of MONY Group, the Issuer and MONY Life,

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as required, authorizing the issuance of the Notes and the execution, delivery and performance by each of them of the Transaction Documents to which it is a party and the transactions contemplated thereby, as applicable to it, certified by the Secretary or an Assistant Secretary (or such other officer, with respect to the Issuer, with the authority to execute such certificates) of each of MONY Group, the Issuer and MONY Life (which certificate shall state that such Amended and Restated Certificate of Incorporation, Amended and Restated Charter, Amended and Restated By-laws, certificate of formation and limited liability company agreement, as applicable, and resolutions are in full force and effect without modification on the Initial Closing).

(f)    Incumbency Certificate.    The Insurer shall have received a certificate of the Secretary or an Assistant Secretary (or such other officer, with respect to the Issuer, with the authority to execute such certificates) of each of MONY Group, the Issuer or MONY Life certifying the names and signatures of the officers of each of MONY Group, the Issuer or MONY Life authorized to execute and deliver the Transaction Documents to which it is a party and that shareholder or member, as applicable, consent to the execution and delivery of such documents is not necessary or has been obtained.

(g)    Representations and Warranties Certificate.    The representations and warranties of each of MONY Group, the Issuer and MONY Life set forth or incorporated by reference in the Transaction Documents to which it is a party shall be true and correct as of the Initial Closing (or such other dates as are specified in the Transaction Documents) other than representations and warranties which are expressly given as of a future date, and the Insurer shall have received a certificate of MONY Group, the Issuer and MONY Life executed by appropriate officers of each of MONY Group, the Issuer or MONY Life to that effect.

(h)    Opinions of Counsel.    The Insurer shall have received an executed counterpart of each of the legal opinions of counsel to the Issuer and the Indenture Trustee, addressed to the Insurer or accompanied by a reliance letter in favor of the Insurer, delivered in connection with the Transaction Documents to which it is a party on the Initial Closing, in each case in form and substance reasonably acceptable to the Insurer and its counsel, including but not limited to the legal opinion of Dewey Ballantine LLP, as counsel to the Issuer, to the effect that a bankruptcy court of competent jurisdiction would not order the substantive consolidation of MONY Group and the Issuer.

(i)    Approvals, Etc.    The Insurer shall have received true and correct copies of all approvals, licenses and consents, if any, including any required approval of the shareholders or members, as applicable, of each of MONY Group, the Issuer and MONY Life required in connection with the Transaction.

(j)    No Litigation, Etc.    No suit, action or other proceeding, investigation or injunction, or final judgment relating thereto, shall be pending or (to the knowledge of the Issuer) threatened before any court or governmental agency in which it

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is sought to restrain or prohibit or to obtain damages or other relief in connection with the Transaction Documents or the consummation of the Transaction.

(k)    Legality.    No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any government or governmental or administrative agency or court that would make the transactions contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation thereof.

(l)    Issuance of Ratings.

(i)  The Issuer shall have received confirmation that the risk secured by the Initial Note Policy constitutes an investment grade risk by S&P and Moody’s and that the Notes, when issued, will be rated at least AAA by S&P and Aaa by Moody’s.

(ii)  Each of S&P and Moody’s shall have rated the Notes as at least A and Baal (without reference to the benefit to be afforded by the Initial Note Policy), respectively.

(iii)  The financial strength of MONY Life shall not be rated below AA- by S&P, and shall not be rated below A2 by Moody’s, and the unsecured senior debt of MONY Group shall not be rated below A- by S&P and shall not be rated below Baa2 by Moody’s.

(m)    List of Assets.    A list of each of the assets included in the Surplus and Related Assets shall have been provided to the Insurer immediately prior to the issuance of the Initial Policies and such list shall substantially conform with the description of the Surplus and Related Assets as described in Exhibit D to the Indenture.

(n)    Conform to Documents.    The Insurer and its counsel shall have determined in their reasonable judgments that all documents, certificates and opinions to be delivered in connection with the Notes conform in all material respects to the terms of the Transaction Documents.

Section 3.02    Issuance of the Subsequent Note Policies.    The Insurer agrees to issue the Subsequent Note Policies on any Subsequent Closing Date occurring on or prior to December 31, 2004, subject to satisfaction of the conditions precedent set forth below:

(a)    Material Adverse Effect.    The Insurer shall have received a letter from the Issuer stating that, other than as reflected in the Offering Document, since the date of the immediately preceding issuance of Notes or Additional Notes, as the case may be, there has been no Material Adverse Effect.

(b)    Payment of Premium and Expenses.    The Insurer shall have been paid, by the Issuer, that portion of a nonrefundable Premium payable on the Subsequent Closing Date and the Issuer shall have reimbursed or paid directly the other fees and expenses identified in Section 3.03 hereof as payable on such Subsequent Closing.

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(c)    Transaction Documents.    Arrangements reasonably satisfactory to the Insurer shall have been made for the delivery of executed counterparts of the Transaction Documents to the Insurer on or promptly following the Subsequent Closing Date.

(d)    Certified Documents and Resolutions.    The Insurer shall have received a copy of (i) the Amended and Restated Certificate of Incorporation or Amended and Restated Charter, as applicable, and Amended and Restated By-laws of each of MONY Group and MONY Life and the certificate of formation and limited liability company agreement of the Issuer and (ii) the resolutions of each of the governing boards, or members (if applicable), of each of MONY Group, the Issuer and MONY Life, as required, authorizing the issuance of the Additional Notes and the execution, delivery and performance by each of them of the Subsequent Transaction Documents to which it is a party and the transactions contemplated thereby, as applicable to it, certified by the Secretary or an Assistant Secretary (or such other officer, with respect to the Issuer, with the authority to execute such certificates) of each of MONY Group, the Issuer and MONY Life (which certificate shall state that such Amended and Restated Certificate of Incorporation, Amended and Restated Charter, Amended and Restated By-laws, certificate of formation and limited liability company agreement, as applicable, and resolutions are in full force and effect without modification on the Subsequent Closing Date).

(e)    Incumbency Certificate.    The Insurer shall have received a certificate of the Secretary or an Assistant Secretary (or such other officer, with respect to the Issuer, with the authority to execute such certificates) of each of MONY Group, the Issuer or MONY Life certifying the names and signatures of the officers of each of MONY Group, the Issuer or MONY Life authorized to execute and deliver the Subsequent Transaction Documents to which it is a party and that shareholder or member, as applicable, consent to the execution and delivery of such documents is not necessary or has been obtained.

(f)    Representations and Warranties; Certificate.    The representations and warranties of each of MONY Group, the Issuer or MONY Life set forth or incorporated by reference in the Transaction Documents to which it is a party shall have been true and correct when made or as of a future date (or such other dates as are specified in the Transaction Documents) and, except where the failure of such a representation or warranty to be true and correct would not have a material adverse effect on the Insurer’s interests with respect to the transactions contemplated hereby, shall be true and correct as of the Subsequent Closing Date and the Insurer shall have received a certificate of appropriate officers of each of MONY Group, the Issuer or MONY Life to that effect.

(g)    Opinions of Counsel.    The Insurer shall have received an executed counterpart of each of the legal opinions of counsel to the Issuer and the Indenture Trustee, addressed to the Insurer or accompanied by a reliance letter in favor of the Insurer, delivered in connection with the Subsequent Transaction Documents to which it

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is a party on the Subsequent Closing Date, in each case in form and substance substantially identical to the opinions referred to in Section 3.01(h) hereof.

(h)    Approvals, Etc.    The Insurer shall have received true and correct copies of all approvals, licenses and consents, if any, including any required approval of the shareholders or members, as applicable, of each of MONY Group, the Issuer and MONY Life required in connection with the issuance of the Additional Notes.

(i)    No Litigation, Etc.    No suit, action or other proceeding, investigation or injunction, or final judgment relating thereto, shall be pending or (to the knowledge of the Issuer) threatened (if reasonably likely to have an adverse result) before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the Subsequent Transaction Documents or the consummation of the issuance of the Additional Notes.

(j)    Legality.    No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any government or governmental or administrative agency or court that would make the transactions contemplated by any of the Subsequent Transaction Documents illegal or otherwise prevent the consummation thereof.

(k)    Issuance of Ratings.

(i)  The Issuer shall have received confirmation that the risk secured by the Additional Notes Policy constitutes an investment grade risk by S&P and Moody’s and that the Additional Notes, when issued, will be rated at least AAA by S&P and Aaa by Moody’s.

(ii)  Each of S&P and Moody’s shall have rated the Additional Notes at a ratings level that is no lower than two ratings levels below the financial strength rating assigned by such service to MONY Life at such time (without reference to the benefit to be afforded by the Additional Notes Policy); for example, without limiting the generality of the foregoing, if the financial strength of MONY Life is rated A+ at the time by S&P, this subparagraph shall require that the Additional Notes be rated no lower than A- by S&P.

(iii)  The financial strength of MONY Life shall not be rated below A+ by S&P, and shall not be rated below A3 by Moody’s, and the unsecured senior debt of MONY Group shall not be rated below BBB by S&P and shall not be rated below Baa3 by Moody’s.

(l)    No Default.    No Default or Event of Default shall have occurred and be continuing.

(m)    Price Cap.    As of any such Subsequent Closing Date, the sum of the (x) Notes Price Cap Amount and (y) the Additional Notes Price Cap Amount and (z) the Proposed Issuance Price Cap Amount shall not exceed $35,550,000. As used herein:

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(i)    “Notes Price Can Amount” means, with respect to the Notes, the product of (A) the aggregate principal amount of the Notes Outstanding on such Subsequent Closing Date and (B) 7.19%.

(ii)    “Additional Notes Price Cap Amount” means, with respect to all series of Additional Notes Outstanding on such Subsequent Closing Date, the aggregate, for all such series of Additional Notes, of the product of (A) the aggregate principal amount of such respective series of Additional Notes Outstanding on any Subsequent Closing Date and (B) the sum of (x) 0.75% and (y) if the Additional Notes are Additional Fixed Rate Notes, the annual fixed interest rate in respect of such Additional Fixed Rate Notes, and if the Additional Notes are Additional Floating Rate Notes, the annual fixed interest rate determined by applying the swaps proposed to hedge the floating interest rate of such Additional Floating Rate Notes.

(iii)    “Proposed Issuance Price Cap Amount” means, with respect to Additional Notes which are proposed to be issued on such Subsequent Closing Date, the product of (A) the aggregate principal amount of such Additional Notes proposed to be issued on such Subsequent Closing Date and (B) the sum of (x) 0.75% and (y) if the Additional Notes are Additional Fixed Rate Notes, the annual fixed interest rate in respect of such Additional Fixed Rate Notes, and if the Additional Notes are Additional Floating Rate Notes, the annual fixed interest rate determined by applying the swaps proposed to hedge the floating interest rate of such Additional Floating Rate Notes.

(n)    Conform to Documents.    The Insurer and its counsel shall have determined in their reasonable judgments that all documents, certificates and opinions to be delivered in connection with the Additional Notes conform in all material respects to the terms of the Subsequent Transaction Documents.

Section 3.03    Payment of Fees and Premium.

(a)    Professional Fees.    On the date of the Initial Closing, the Issuer shall pay or reimburse the Insurer, upon presentation of appropriate documentation, for (i) the reasonable fees and expenses of the Insurer’s counsel in connection with the Notes, LeBoeuf, Lamb, Greene & MacRae, L.L.P. (“LLG&M”), (ii) the reasonable fees and expenses in connection with any review of the Milliman USA analysis of the Closed Block, not to exceed $125,000 and (iii) other reasonable out of pocket expenses incurred by the Insurer in connection with evaluating and executing the transaction not to exceed $30,000. No later than each Subsequent Closing Date, the Issuer shall pay or reimburse the Insurer, upon presentation of appropriate documentation, for (i) the reasonable fees of expenses of its counsel incurred in connection with such issuance of Additional Notes, (ii) the reasonable fees and expenses of outside actuarial consultants incurred in connection with such issuance and (iii) other reasonable out of pocket expenses incurred by the Insurer in connection with such issuance. Such fees and expenses shall be reimbursed irrespective of whether any such issuance is consummated or the Insurer issues a Subsequent Note Policy in connection therewith. Other than LLG&M, the

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Insurer’s actuarial consultants, Tillinghast Towers-Perrin, and its regular accountants, KPMG Peat Marwick, the Insurer will consult with the Issuer prior to hiring any service providers or incurring any out of pocket expenses in excess of $10,000, providing where reasonably practicable the identity of the third party to be hired, a description of the services to be rendered, and an estimate of the fees to be charged or the reason for the incurrence of the out of pocket expenses.

(b)    Rating Agency Fees.    The initial fees of S&P and Moody’s with respect to the Notes and the Additional Notes and the transactions contemplated hereby shall be paid by the Issuer in full on demand. All periodic and subsequent fees of S&P or Moody’s with respect to, and directly allocable to, the Notes and Additional Notes shall be for the account of, and shall be billed to, the Issuer. The fees for any other rating agency shall be paid by the party requesting such other agency’s rating, unless such other agency is a substitute for S&P or Moody’s in the event that S&P or Moody’s is no longer rating the Notes or the Additional Notes, in which case the cost for such agency shall be paid by the Issuer.

(c)    Premium.

(i)  The Issuer shall be charged a premium under each Note Policy to be paid to the Insurer out of funds of the Closed Block Business, which shall be calculated based upon the Outstanding principal amount of the Notes or Additional Notes, as the case may be, insured by each such Note Policy, on an annual basis commencing with the date of issuance of such Notes or Additional Notes (giving effect to such issuance for the purpose of such calculation), and on each anniversary of each such issuance, with the applicable principal amount being multiplied by the premium rate of 0.75%. The annual premium amount so calculated (the “Premium”) will be fully earned on the date of each such issuance and each such anniversary, and shall be paid in quarterly installments commencing on the date of such issuance and thereafter on the next three Scheduled Payment Dates for such issuance.

(ii)  The Insurer shall be entitled to receive the Premium as and when due (i) in the case of Premium due on or before the Initial Closing or any Subsequent Closing Date, directly from the Issuer, and (ii) in the case of Premium due after the Initial Closing or any Subsequent Closing Date, from the Issuer pursuant to the Indenture as set forth therein. The Premium paid as aforesaid shall be nonrefundable without regard to whether the Insurer makes any payment under the Initial Policies or any other circumstances relating to the Notes, the Additional Notes or the Swap Agreement or provision being made for payment of the Notes or the Additional Notes prior to maturity. The Issuer or the Indenture Trustee (with respect to the Indenture Trustee, to the extent the Indenture Trustee is paying the premium on behalf of the Issuer in accordance with the Indenture), as the case may be, shall make all payments of Premium to be made by them by wire transfer to an account designated from time to time by the Insurer by written notice to the Issuer or the Indenture Trustee, as the case may be. The Premium is hereby deemed fully earned by the Insurer as of the Date of Issuance or any

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Subsequent Closing Date notwithstanding the fact that it is payable in installments; provided, that in the event the Notes or the Additional Notes become due on an accelerated basis as a result of a Trigger Event, if any, duly made and paid in accordance with the Indenture), then, at the option of Insurer, the Unpaid Premium shall become immediately due and payable by the Issuer to the Insurer without demand or notice. The “Unpaid Premium” shall be an amount equal to the Premium that would have been payable from the date of the last periodic payment of Premium until the scheduled final maturity of the last maturing series of the Notes or Additional Notes if the Notes or Additional Notes outstanding on the date of acceleration had remained outstanding until the scheduled final maturity.

(d)    Termination Fee.    If the Issuer redeems or defeases the Notes and any Additional Notes as provided in the Indenture, the Issuer shall pay the Insurer a termination fee in cash equal to (i) the Outstanding principal balance of the Notes and any Additional Notes on the date that the such redemption or defeasance is fully funded as provided in the Indenture multiplied by (ii) a percentage which shall be 2.25% on the date of the Initial Closing, declining ratably to zero on the third anniversary of the Initial Closing.

(e)    Commitment Fee.    The Issuer shall pay to the Insurer a commitment fee equal to an annual rate of 0.3% of the difference, on each date as of which such fee is calculated, between $450,000,000 and the aggregate principal amount of the Notes and any Additional Notes issued on or prior to such date. Such fee shall be calculated as of the date of the Initial Closing, April 21, 2003 and April 21, 2004, and shall be payable in arrears on a quarterly basis commencing on each such date and thereafter on the next three Scheduled Payment Dates for the Notes. Such fee for the period commencing on April 21, 2004 shall apply only to the period commencing on such date and ending on December 31, 2004, and shall be reduced proportionately to give effect to such shortened period. No commitment fee hereunder shall be payable with respect to any period after December 31, 2004.

Section 3.04    Reimbursement and Additional Payment Obligation.    (a)  In accordance with the priorities established in Section 4.05(l) of the Indenture, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under any Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a form of notice attached as an exhibit to each Policy, in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. Such payments shall include any payments made by the Insurer on behalf of, or advanced to, the Issuer, including, without limitation, any amounts payable by the Insurer pursuant to the Notes, Additional Notes, the Swap Agreement or any other Transaction Documents or Subsequent Transaction Documents; and any payments made by the Insurer as, or in lieu

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of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of the Insurer, to third parties in connection with the Transaction.

(b)  The Issuer agrees to pay to the Insurer as follows: any and all advances, loans, charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with (i) any accounts established to facilitate payments under any Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under any Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents and Subsequent Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of the Issuer or MONY Life or any Affiliate thereof) relating to any of the Transaction Documents and Subsequent Transaction Documents, any party to any of the Transaction Documents and Subsequent Transaction Documents, in its capacity as such a party, or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents and Subsequent Transaction Documents, or pursuit of any other remedies under any of the Transaction Documents and Subsequent Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document and Subsequent Transaction Documents, whether or not executed or completed and (v) any review or approval by the Insurer in connection with the delivery of any additional or substitute collateral under any of the Transaction Documents and Subsequent Transaction Documents; or any action taken by the Insurer to cure an Event of Default (or to mitigate the effect of an Event of Default) under any of the Transaction Documents and Subsequent Transaction Documents.

(c) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in this Section 3.04 from the date payable or paid by or on behalf of such party until payment thereof in full, and interest on any and all amounts described in Section 3.03 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum.

All such amounts are to be immediately due and payable without demand, in full, without any requirement on the part of the Insurer to seek reimbursement from any other sources of indemnity therefor or to allocate expenses to other transactions benefiting therefrom.

Section 3.05    Indemnification; Limitation of Liability.    (a)  In addition to any and all rights of reimbursement, indemnification, subrogation and any other rights of the Insurer pursuant hereto or under law or equity or under any Transaction Document or Subsequent Transaction Documents, the Issuer and MONY Life, jointly and severally, except with respect to Subsection (vi) of this Section 3.05(a) in which instance MONY Life shall be responsible only for its own breaches or defaults with respect to those Transaction Documents or Subsequent Transaction Documents to which it is a party, agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers,

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directors, shareholders, employees, agents, and each Person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (any such person an “Indemnitee”), from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever (herein collectively referred to as “Liabilities”) incurred by the Indemnitee of any nature arising out of or relating to the transactions contemplated by the Transaction Documents and Subsequent Transaction Documents by reason of:

(i)  any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar and only to the extent as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which was furnished, respectively, by the Insurer in writing expressly for use therein (the “Insurer Information”) or by the Initial Purchasers in writing (the “Initial Purchasers Information”) expressly for use therein; it being understood that, in respect of the Offering Document, the Insurer Information is limited to the information under the caption “Bond Insurance—Description of the Insurer” and the financial statements of the Insurer incorporated therein by reference.

(ii)  to the extent not covered by clause (i) above, any act or omission of the Issuer or MONY Life in connection with the offering, issuance, sale or delivery of the Notes or Additional Notes other than by reason of false or misleading Insurer Information or Initial Purchasers Information;

(iii)  the negligence, bad faith, willful misconduct, misfeasance or malfeasance of, or theft committed by, any director, officer, employee or agent of the Issuer or MONY Life in connection with the Transaction;

(iv)  the violation by the Issuer or MONY Life of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer, sale, remarketing or delivery of the Notes or Additional Notes or the transactions contemplated by the Transaction Documents and Subsequent Transaction Documents;

(v)  the violation by the Issuer or MONY Life of any domestic or foreign laws, rules or regulations, or any judgment, order or decree applicable to it;

(vi)  the breach by MONY Group, the Issuer or MONY Life of any of its obligations under this Insurance Agreement or any of the Transaction Documents or Subsequent Transaction Documents or the occurrence, in respect of the Issuer or MONY Life, under any of the Transaction Documents or Subsequent

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Transaction Documents of any “event of default” or any event which, with the giving of notice or lapse of time or both, would constitute any “event of default”; and

(vii)  the breach by MONY Group, the Issuer or MONY Life of any representation, warranty or covenant contained in the Transaction Documents or Subsequent Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder.

(b)  Any Indemnitee which proposes to assert the right to be indemnified under this Section 3.05 will promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against any of the Issuer or MONY Life (each an “Indemnifying Party”) under this Section 3.05, notify the Indemnifying Party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served; provided, that the failure of an Indemnitee to provide such notice shall relieve the Indemnifying Party of its obligations under this Section 3.05 only to the extent such Indemnifying Party shall have been materially prejudiced by such failure. In case any action, suit or proceeding shall be brought against any Indemnitee and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and pay all costs and expenses in connection therewith. An Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnitee; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Insurer in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both an Indemnitee and the Indemnifying Party, and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnitees, which firm shall be designated in writing by the Insurer). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this Subsection (b), the Indemnifying Party agrees to indemnify and hold the Indemnitees harmless from and against any loss or liability by reason of such settlement or judgment.

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(c)  To provide for just and equitable contribution if the indemnification provided by the Indemnifying Party is determined to be unavailable for any Indemnitee (other than due to application of this Section 3.05), each Indemnifying Party shall contribute to the losses incurred by an Indemnitee on the basis of the relative fault of the Indemnifying Party, on the one hand, and the Indemnitee, on the other hand.

(d)  This Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which give rise to a right of indemnification under this Section 3.05 and until all suits filed as a result thereof have been finally concluded.

Section 3.06    Payment Procedure.    All payments to be made to the Insurer under this Insurance Agreement shall be made to the Insurer in lawful currency of the United States of America in immediately available funds to the account number provided by the Insurer in writing no later than one Business Day prior to the date when due or as the Insurer shall otherwise direct by written notice to the other parties hereto no later than one Business Day prior to the date when due. In the event that the date of any payment to the Insurer or the expiration of any time period hereunder occurs on a day which is not a Business Day, then such payment or expiration of time period shall be made or occur on the next succeeding Business Day with the same force and effect as if such payment was made or time period expired on the scheduled date of payment or expiration date. Payments to be made to the Insurer under this Insurance Agreement shall bear interest at the Late Payment Rate from the date when due to the date paid.

Section 3.07    Subrogation.    Subject only to the payment terms set forth in the Indenture (including the payment priorities and limited recourse set forth in such documents considered together) the parties hereto acknowledge that, in the event that the Insurer makes any payment pursuant to the Initial Policies, the Insurer shall, in addition to any other remedies available to it under the Transaction Documents, any Subsequent Transaction Documents and/or applicable law, be fully subrogated to the rights of the Noteholders, the Counterparty or other Person to whom such payment is made by the Insurer to any moneys paid or payable to the Noteholders, the Counterparty, or such other Person as the case may be, pursuant to the Notes, the Additional Notes, the Transaction Documents and the Subsequent Transaction Documents or otherwise. The parties hereto hereby agree to such subrogation and, further agree to execute such instruments and to take such actions as, in the sole judgment of the Insurer, are necessary to evidence such subrogation and to perfect the rights of the Insurer to receive any moneys paid or payable in respect of the Initial Policies or Subsequent Note Policies.

ARTICLE IV

FURTHER AGREEMENTS

Section 4.01    Effective Date; Term of the Insurance Agreement.    This Insurance Agreement shall take effect on the Initial Closing and shall remain in effect until the later of (a) such time as the Insurer is no longer subject to a claim under either (i) the Initial Policies and the Initial Policies shall have been surrendered to the Insurer

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for cancellation and (ii) any Subsequent Note Policies and all Subsequent Note Policies shall have been surrendered to the Insurer for cancellation and (b) all amounts payable to the Insurer by the Issuer, MONY Group and MONY Life or from any other source under the Transaction Documents and Subsequent Transaction Documents and all amounts payable under the Notes, any Additional Notes and the Swap Agreement have been paid in full; provided, however, that the provisions of Sections 3.03, 3.04 and 3.05 hereof shall survive any termination of this Insurance Agreement, until the Issuer has been fully released from all obligations to the Insurer under the Indenture.

Section 4.02    Obligations to be Performed in Accordance with this Insurance Agreement     (a)  The obligations of the Issuer, MONY Group and MONY Life hereunder shall be paid or performed strictly in accordance with this Insurance Agreement under all circumstances irrespective of:

(i)  any lack of validity or enforceability of, or any amendment or other modifications of, or waiver, with respect to any of the Transaction Documents, Subsequent Transaction Documents, Initial Policies or Subsequent Note Policies;

(ii)  any exchange or release of any other obligations hereunder;

(iii)  the existence of any claim, setoff, defense, reduction, abatement or other right which any of the Issuer, MONY Group and MONY Life may have at any time against the Insurer or any other Person;

(iv)  any document presented in connection with the Initial Policies proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)  any payment by the Insurer under the Initial Policies against presentation of a certificate or other document that does not strictly comply with terms of the Initial Policies;

(vi)  any failure of the Issuer to receive the proceeds from the sale of the Notes or the Additional Notes;

(vii)  any breach by any of the Issuer, MONY Group and MONY Life of any representation, warranty or covenant contained in any of the Transaction Documents or Subsequent Transaction Documents; or

(viii)  any other circumstances, other than payment in full of the obligations under this Insurance Agreement, the Indenture, the Notes and the Additional Notes which might otherwise constitute a defense available to, or discharge of, any of the Issuer, MONY Group and MONY Life in respect of any Transaction Document or Subsequent Transaction Document.

(b)  Each of the Issuer, MONY Group and MONY Life and any their successors and assigns pursuant to Section 4.03 hereof agree to be bound by this

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Insurance Agreement and to the extent permitted by law (i) waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness and obligations evidenced by any Transaction Document or any Subsequent Transaction Document or by any extension or renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder, except as required by the Transaction Documents and Subsequent Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or deduction, or any defense other than payment, or to any right of setoff or recoupment arising out of any breach under any of the Transaction Documents and Subsequent Transaction Documents, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to any of the Issuer, MONY Life or MONY Group; (v) agree that its liabilities hereunder shall, except as otherwise expressly provided in this Section 4.02, be without regard to any setoff, counterclaim or the liability of any other Person for the payment hereof; (vi) agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vii) consent to any and all extensions of time that may be granted by the Insurer with respect to any payment hereunder or other provisions hereof and to the release of any security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (viii) consent to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agree that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder.

Section 4.03    Assignments; Reinsurance; Third-Party Rights.    (a)  This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Issuer, MONY Group and MONY Life nor the Indenture Trustee may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void.

(b)  The Insurer shall have the right to enter into contracts of reinsurance with respect to the Policies upon such terms and conditions as the Insurer may in its discretion determine; provided, however, that no such reinsurance agreement or arrangement shall relieve the Insurer of any of its obligations hereunder or under the Initial Policies.

(c)  Nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder, other than the Insurer against any of the Issuer, MONY Group or MONY Life and MONY Group, MONY Life and the Issuer against the Insurer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither

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the Indenture Trustee nor any Noteholder shall have any right to payment from any Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by any of the Issuer, MONY Group or MONY Life pursuant to Section 3.03 or 3.04 hereof.

Section 4.04    Liability of the Insurer.    Neither the Insurer nor any of its officers, directors or employees shall be liable or responsible for (a) the use which may be made of any Policy by the Indenture Trustee or the Counterparty or for any acts or omissions of the Indenture Trustee or the Counterparty in connection therewith; (b) the validity, sufficiency, accuracy or genuineness of documents delivered to the Insurer or its agent in connection with any claim under any Policy, or of any signatures thereon, even if such documents or signatures should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged (unless an officer of the Insurer with responsibility for the administration hereof shall have actual knowledge thereof) or (c) any acts or omissions of the Indenture Trustee, or any of the Issuer, MONY Group or MONY Life in connection with the Collateral other than such acts or omissions that are at the written direction of the Insurer. In furtherance and not in limitation of the foregoing, the Insurer may accept documents that appear on their face to be in order, without responsibility for further investigation.

Section 4.05    Parties To Join in Enforcement Action.    To the extent necessary to enforce any right of the Insurer in or remedy of the Insurer with respect to the Collateral, the parties hereto agree to join in any action initiated by the Insurer for the protection of such right or exercise of such remedy.

ARTICLE V

DEFAULTS; REMEDIES

Section 5.01    Events of Default.    The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a)  the Issuer shall fail to make any payment when due on the Notes, the Additional Notes or under the Swap Agreement or any demand for payment shall be made under the Initial Policies or the Subsequent Note Policies;

(b)  any representation or warranty made by any of the Issuer, MONY Group or MONY Life under any of the Transaction Documents and Subsequent Transaction Documents to which any such entity is a party, or in any certificate or report furnished under any of the Transaction Documents and Subsequent Transaction Documents, shall prove to have been untrue or incorrect when made or as of any other date as of which such representation or warranty is made in any material respect in a manner materially adverse to the Insurer’s interests or risks;

(c)  (i) any of the Issuer, MONY Group or MONY Life shall fail to pay when due any amount payable by such entity under any of the Transaction Documents and Subsequent Transaction Documents (after giving effect to any applicable cure

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period) including, with respect to the payment of any Premium, the failure of such payments to be made by the Indenture Trustee when due; (ii) any of the Issuer, MONY Group or MONY Life shall have formally asserted in writing that any of the Transaction Documents and Subsequent Transaction Documents to which it is a party is not valid and binding on the parties thereto; or (iii) any court, governmental authority or agency having jurisdiction over any of the parties to any of the Transaction Documents and Subsequent Transaction Documents or any property thereof shall find or rule that any material provision of any of the Transaction Documents and Subsequent Transaction Documents is not valid and binding on the parties thereto (other than the Insurer);

(d)  any of the Issuer, MONY Group or MONY Life shall fail to perform or observe any other covenant or agreement contained in any of the Transaction Documents or Subsequent Transaction Documents and such failure shall continue for a period of 30 days after written notice given to such entity; provided that, if such failure shall be of a nature that it cannot be cured within 30 days, such failure shall not constitute an Event of Default hereunder if within such 30-day period such entity shall have given notice to the Insurer of corrective action it proposes to take, which corrective action is agreed in writing by the Insurer to be satisfactory and the Issuer, MONY Group or MONY Life shall thereafter pursue such corrective action diligently until such default is cured;

(e)  any of the Issuer, MONY Group or MONY Life shall fail to pay its debts generally as they come due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or shall institute any proceeding seeking to adjudicate any of the Issuer, MONY Group or MONY Life insolvent or seeking a liquidation, or shall take advantage of any insolvency act, or shall commence a case or other proceeding naming any of the Issuer, MONY Group or MONY Life as debtor under the United States Bankruptcy Code or similar law, domestic or foreign, or a case or other proceeding shall be commenced against any of the Issuer, MONY Group or MONY Life under the United States Bankruptcy Code or similar law, domestic or foreign, or any proceeding shall be instituted against any of the Issuer, MONY Group or MONY Life seeking liquidation of such entity’s assets and such entity shall fail to take appropriate action resulting in the withdrawal or dismissal of such proceeding within 60 days or there shall be appointed or any of the Issuer, MONY Group or MONY Life shall consent to, or acquiesce in, the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or the whole or any substantial part of its properties or assets or any of the Issuer, MONY Group or MONY Life shall take any corporate action in furtherance of any of the foregoing; or

(f)  an “event of default” shall have occurred and be continuing under the Indenture.

Section 5.02    Remedies; No Remedy Exclusive.    (a)  Upon the occurrence and during the continuation of an Event of Default, the Insurer may exercise any one or more of the rights and remedies set forth below (provided, that nothing in this Section 5.02 shall be deemed to modify or limit the rights and remedies that may be exercised under the Indenture):

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(i)  declare all indebtedness of every type or description then owed by any of the Issuer, MONY Group or MONY Life to the Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable;

(ii)  exercise any rights and remedies available under the Transaction Documents or Subsequent Transaction Documents in its own capacity or in its capacity as a Controlling Party; or

(iii)  take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due to the Insurer under the Transaction Documents or Subsequent Transaction Documents or to enforce the performance of any obligation of the Issuer, MONY Group or MONY Life under the Transaction Documents or Subsequent Transaction Documents.

(b)  Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under any Transaction Document, any Subsequent Transaction Document or existing at law or in equity. No delay or failure to exercise any right or power accruing under any Transaction Document or Subsequent Transaction Document upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Insurer to exercise any remedy reserved to the Insurer in this Article V, it shall not be necessary to give any notice, other than such notice as may be required in this Article V.

(c)  If any proceeding has been commenced to enforce any right or remedy under this Insurance Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Insurer, then and in every such case the parties hereto shall, subject to any determination in such proceeding, be restored to their respective former positions hereunder, and, thereafter, subject to any determination in such proceeding, all rights and remedies of the Insurer shall continue as though no such proceeding had been instituted.

Section 5.03    Waivers.    The Insurer shall have the right, to be exercised in its complete discretion, to waive any covenant, Default or Event of Default, by a writing setting forth the terms, conditions and extent of such waiver signed by the Insurer and delivered to the other parties hereto. Any such waiver may only be effected in writing duly executed by the Insurer, and no other course of conduct shall constitute a waiver of any provision hereof. Unless such writing provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

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ARTICLE VI

MISCELLANEOUS

Section 6.01    Amendment, Etc.    This Insurance Agreement may be amended, modified or terminated only by written instrument or written instruments signed by the parties hereto. The Issuer agrees to promptly provide a copy of any amendment to this Insurance Agreement to the Indenture Trustee and the Rating Agencies. No act or course of dealing shall be deemed to constitute an amendment, modification or termination hereof.

Section 6.02    Notices.    All demands, notices and other communications to be given hereunder shall be in writing (except as otherwise specifically provided herein) and shall be mailed by registered mail or express mail or personally delivered or telecopied to the recipient as follows:

To the Insurer:	Ambac Assurance Corporation One State Street Plaza New York, New York 10004 Attention: Managing Director, Structured Finance and Credit Derivatives Group Telecopier No.: (212) 797-5725
To the Issuer:	MONY Holdings, LLC 1740 Broadway New York, New York 10019 Attention: General Counsel of MONY Life Telecopier No.: (212) 708-2080
with copy to:	Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333
To MONY Group:	MONY Group Inc. 1740 Broadway New York, New York 10019 Attention: General Counsel Telecopier No.: (212) 708-2080
with copy to:	Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333

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To MONY Life:	MONY Life Insurance Company 1740 Broadway New York, New York 10019 Attention: General Counsel Telecopier No.: (212) 708-2080
with copy to:	Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333
To the Indenture Trustee:	Bank One Trust Company, N.A. 153 West 51st Street New York, NY 10019 Attention: Corporate Trust Administration Telecopier No.: (212) 373-1383

A party may specify an additional or different address or addresses by writing mailed or delivered to the other parties as aforesaid. All such notices and other communications shall be effective upon receipt. In each case in which notice or other communication to the Insurer refers to an Event of Default, a claim on the Initial Policies or any other event with respect to which failure on the part of the Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel of the Insurer and shall be marked to indicate “URGENT MATERIAL ENCLOSED.”

Section 6.03    Severability.    In the event that any provision of this Insurance Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, the parties hereto agree that such holding shall not invalidate or render unenforceable any other provision hereof. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by any party hereto is unavailable or unenforceable shall not affect in any way the ability of such party to pursue any other remedy available to it.

Section 6.04    Governing Law.    This Insurance Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof that would require application of the laws of a jurisdiction other than the state of New York.

Section 6.05    Consent to Jurisdiction.    (a)  The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with any of the Transaction Documents, Subsequent Transaction Documents or the transactions contemplated thereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably

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and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Transaction Documents, Subsequent Transaction Documents or the subject matter thereof may not be litigated in or by such courts.

(b)  To the extent permitted by applicable law, the parties hereto shall not seek and hereby waive the right to any review of the judgment of any such court by any court of any other nation or jurisdiction which may be called upon to grant an enforcement of such judgment.

(c) Nothing contained in this Insurance Agreement shall limit or affect the right of (i) the Insurer or (ii) the Issuer, MONY Life or MONY Group to serve process in any manner permitted by law or to start legal proceedings relating to any of the Transaction Documents or Subsequent Transaction Documents against any of the Issuer, MONY Life or MONY Group, or the Insurer, respectively, or their respective property in the courts of any jurisdiction.

Section 6.06     Consent of the Insurer.    In the event that the Insurer’s consent is required under any of the Transaction Documents or Subsequent Transaction Documents, the determination whether to grant or withhold such consent shall be made by the Insurer in its sole discretion without any implied duty towards any other Person, except as otherwise expressly provided therein.

Section 6.07     Counterparts.    This Insurance Agreement may be executed in counterparts by the parties hereto, and all such counterparts shall constitute one and the same instrument.

Section 6.08     Headings.    The headings of Articles and Sections and the Table of Contents contained in this Insurance Agreement are provided for convenience only. They form no part of this Insurance Agreement and shall not affect its construction or interpretation. Unless otherwise indicated, all references to Articles and Sections in this Insurance Agreement refer to the corresponding Articles and Sections of this Insurance Agreement.

Section 6.09     Trial by Jury Waived.    Each party hereto hereby waives, to the fullest extent permitted by law, any right to a trial by jury in respect of any litigation arising directly or indirectly out of, under or in connection with any of the Transaction Documents, Subsequent Transaction Documents or any of the transactions contemplated thereunder. Each party hereto (i) certifies that no representative, agent or attorney of any party hereto has represented, expressly or otherwise, that it would not, in the event of

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litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into the Transaction Documents to which it is a party by, among other things, this waiver.

Section 6.10     Limited Liability.    No recourse under any Transaction Document or Subsequent Transaction Document shall be had against, and no personal liability shall attach to, any officer, employee, director, Affiliate, shareholder, or member of any party hereto, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise in respect of any of the Transaction Documents or Subsequent Transaction Documents, it being expressly agreed and understood that each Transaction Document is, and each Subsequent Transaction Document will be, solely a corporate or limited liability company obligation of each party hereto, and that any and all personal liability, either at common law or in equity, or by statute or constitution, of every such officer, employee, director, Affiliate, shareholder or member for breaches by any party hereto of any obligations under any Transaction Document and Subsequent Transaction Document is hereby expressly waived as a condition of and in consideration for the execution and delivery of this Insurance Agreement.

Section 6.11     Entire Agreement.    This Insurance Agreement, the Initial Policies and the other Transaction Documents to which the Insurer is a party or third party beneficiary set forth the entire agreement between the parties with respect to the subject matter thereof, and this Insurance Agreement supersedes and replaces any agreement or understanding that may have existed between the parties prior to the date hereof in respect of such subject matter.

Section 6.12     Further Assurances and Corrective Instruments.    To the extent permitted by law, each of the Issuer, MONY Group or MONY Life agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as the Insurer may reasonably request and as may be required in the Insurer’s reasonable judgment to effectuate the intention of or facilitate the performance of this Insurance Agreement, unless such action would also constitute action that a party would be required to take under Section 3.07 or Section 4.05 hereof, in which case such action shall be within the Insurer’s discretion as contemplated by such sections.

[REMAINDER OF PAGE INTENTIONALLY BLANK;

SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Insurance Agreement, all as of the day and year first above written.

AMBAC ASSURANCE CORPORATION
By:	/s/    MICHAEL SCHOZER
	Name: Michael Schozer Title:  M.D.

MONY HOLDINGS, LLC
By:	/s/    RICHARD DADDARIO
	Name: Richard Daddario Title:  Chief Financial Officer

THE MONY GROUP INC., solely for the limited purposes set forth herein
By:	/s/    BART SCHWARTZ
	Name: Bart Schwartz Title:  Senior Vice President and General Counsel

MONY LIFE INSURANCE COMPANY, solely for the limited purposes set forth herein
By:	/s/    BART SCHWARTZ
	Name: Bart Schwartz Title:  Senior Vice President and General Counsel

BANK ONE TRUST COMPANY, N.A., as Indenture Trustee
By:	/s/    MICHAEL PINZON
	Name: Michael Pinzon Title:  Authorized Officer

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EX-10.7

MONY Holdings, LLC

Floating Rate Insured Notes due January 21, 2017

Exchange and Registration Rights Agreement

April 30, 2002

Goldman, Sachs & Co.,

Credit Suisse First Boston Corporation,

Salomon Smith Barney Inc.,

JP Morgan Securities Inc.,

Advest, Inc.,

Fleet Securities, Inc.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

MONY Holdings, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300 million principal amount of its Floating Rate Insured Notes due January 21, 2017 (the “Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and MONY Life Insurance Company, a New York stock life insurance corporation (“MONY Life”), agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Notes (as defined herein) as follows:

1.    Certain Definitions.    For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Agreement” shall mean this Exchange and Registration Rights Agreement.

“Base Interest” shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

“Broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Notes are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Notes that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Notes” shall have the meaning assigned thereto in Section 2(a) hereof.

“Holder” shall mean each of the Purchasers and other persons who acquire Registrable Notes from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Notes.

“Indenture” shall mean the Indenture, dated as of April 30, 2002, among the Company, The MONY Group, Inc. (for the limited purposes set forth therein), Ambac Assurance Corporation and Bank One Trust Company, N.A., as Trustee, as the same shall be amended from time to time.

“Notes” shall mean, collectively, the Floating Rate Insured Notes due January 21, 2017 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

“Person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Purchase Agreement” shall mean the Purchase Agreement, dated as of April 24, 2002, between the Purchasers, the Company and MONY Life Insurance Company relating to the Notes.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

“Registrable Notes” shall mean the Notes; provided, however, that a Note shall cease to be a Registrable Note when (i) in the circumstances contemplated by Section 2(a) hereof, the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated

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in Section 2(a) hereof (provided that any Exchange Note that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Note with respect to Sections 5, 6 and 9 until resale of such Registrable Note has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Note under the Securities Act has been declared or becomes effective and such Note has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Note is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Notes outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Notes and (iv) a holder that is a broker-dealer, but only with respect to Exchange Notes received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Notes acquired by the broker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

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2.    Registration Under the Securities Act.

(a)  Except as set forth in Section 2(b) below, the Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company, which debt securities are substantially identical to the Notes (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Notes”). The Company and MONY Life agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and MONY Life further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes for all Registrable Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities received by holders (other than Restricted Holders) in the Exchange Offer for Registrable Notes are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Notes for all outstanding Registrable Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company and MONY Life agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a Broker-dealer (each, a “Broker-Dealer Holder”) and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of (1) the expiration of the 180th day after the Exchange Offer has been completed or (2) such time as such Broker-dealers no longer own any Registrable Notes. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b)  If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders (other than Restricted Holders) in the Exchange Offer for Registrable Notes are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Notes (other than a Restricted Holder), the Company shall, in lieu of (or, in the case of clause (iii), in addition to)

A-4

conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than 30 days after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Notes, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and MONY Life agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (1) the second anniversary of the Effective Time or (2) such time as there are no longer any Registrable Notes outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Notes unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Notes that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Notes, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company and MONY Life further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and MONY Life agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c)  In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 60 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default (“Liquidated Damages”), subject to the provisions of Section 9(b), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period.

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(d)  The Company and MONY Life shall take all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated.

(e)  Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.    Registration Procedures.

If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)  At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

(b)  In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c)  In connection with the Company’s and MONY Life’s obligations with respect to the registration of Exchange Notes as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company shall, as soon as practicable (or as otherwise specified):

(i)  prepare and file with the Commission, as soon as practicable but no later than 90 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Notes by Broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its reasonable best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 180 days after the Closing Date;

(ii)  prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each Broker-dealer holding Exchange Notes with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such Broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Notes;

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(iii)  promptly notify each Broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and MONY Life contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company or MONY Life of any notification with respect to the suspension of the qualification of the Exchange Notes for sale in any jurisdiction or, if known to the Company or MONY Life, the initiation or threatening of any proceeding for such purpose, (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, or (G) of the happening of any event or the existence of any fact prior to the end of the Resale Period that requires the Company to make changes in the Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment in order that the Exchange Registration Statement or the prospectus, prospectus amendment or supplement or post-effective amendment do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, prospectus amendment or supplement or post-effective amendment, in light of the circumstances under which they were made) not misleading;

(iv)  in the event that the Company would be required, pursuant to Section 3(c)(iii)(F) above, to notify any Broker-Dealer Holders holding Exchange Notes, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Notes during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v)  use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)  use best efforts to (A) register or qualify the Exchange Notes under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section

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2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each Broker-Dealer Holder to consummate the disposition thereof in such jurisdictions; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction, (3) make any changes to its certificate of formation, limited liability company agreement, certificate of incorporation, as amended, or bylaws, as amended, or any agreement between it and its stockholders or (4) become subject to taxation in any jurisdiction;

(vii)  use reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Notes by Broker-Dealer Holders during the Resale Period;

(viii)  provide a CUSIP number for all Exchange Notes, not later than the applicable Effective Time; and

(ix)  comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d)  In connection with the Company’s and MONY Life’s obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as practicable (or as otherwise specified):

(i)  prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Notes for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

(ii)  not less than 24 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Notes; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Notes at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein and the Company has received such response; provided, however, holders of Registrable Notes shall have at least 21 calendar days from the date on

8

which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii)  after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Notes that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Notes until after the Company has received a completed and signed Notice and Questionnaire from such holder;

(iv)  prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v)  comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Notes covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement to the extent such compliance affects the ability of the Electing Holders to engage in the disposition of the Registrable Notes;

(vi)  provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(vii)  for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Notes pursuant to the Shelf Registration such material financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to agree in writing to maintain in confidence and not to disclose to any other person any information or records reasonably designated by

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the Company as being confidential, until such time as (A)such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is, in the reasonable judgment of the Company and the Electing Holders, required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies in all material respects with respect to form with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(viii)  promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or, if known to the Company or MONY Life, the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Notes for sale in any jurisdiction or, if known to the Company or MONY Life, the initiation or threatening of any proceeding for such purpose, (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; or (G) of the happening of any event or the existence of any fact prior to the end of the Resale Period that requires the Company to make changes in the Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment in order that the Exchange Registration Statement or the prospectus, prospectus amendment or supplement or post-effective amendment do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, prospectus

10

amendment or supplement or post-effective amendment, in light of the circumstances under which they were made) not misleading;

(ix)  use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x)  if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder reasonably specifies should be included therein relating to the terms of the sale of such Registrable Notes, including information with respect to the principal amount of Registrable Notes being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Notes and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Notes to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)  furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Notes, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Notes owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Notes covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

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(xii)  use its reasonable best efforts to (A) register or qualify the Registrable Notes to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Notes pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Notes; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of formation, limited liability company agreement, certificate of incorporation, as amended, or bylaws, as amended, or any agreement between it and its stockholders or (4) become subject to taxation in any jurisdiction;

(xiii)  use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Notes;

(xiv)  unless any Registrable Notes shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates, if so required by any securities exchange upon which any Registrable Notes are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Notes;

(xv)  provide a CUSIP number for all Registrable Notes, not later than the applicable Effective Time;

(xvi)  enter into such customary agreements (including if requested one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements), as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Notes at the time outstanding shall request in order to reasonably expedite or facilitate the disposition of such Registrable Notes;

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(xvii)  whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 25% in aggregate principal amount of the Registrable Notes at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Notes, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include those matters covered in the opinions of counsel to the Company issued at the date of original issuance of the Notes and other opinions in customary form concerning registration of the Notes under the Securities Act, of the type customarily given for similar offerings of securities registered under the Securities Act); (C) obtain a “comfort” letter or letters from the independent certified public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 25% in aggregate principal amount of the Registrable Notes at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance in all material respects with or satisfaction in all material respects of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

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(xviii)  notify in writing each holder of Registrable Notes of any proposal by the Company to amend or waive any provision of this Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)  in the event that any Broker-dealer shall underwrite any Registrable Notes or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Notes or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, reasonably assist such Broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Notes, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Notes, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such Broker-dealer as may be required in order for such Broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)  comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(e)  In the event that the Company would be required, pursuant to Section 3(c)(iii)(F) or 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall, as soon as practicable, prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Notes, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. Each Electing Holder or Broker-Dealer Holder, as applicable, agrees that upon receipt of any notice from the Company pursuant to Section 3(c)(iii)(F) or 3(d)(viii)(F) hereof, such Electing Holder or Broker-Dealer Holder, as applicable, shall forthwith discontinue the disposition of Registrable Notes pursuant to the Shelf Registration Statement applicable to such Registrable Notes or Exchange Registration Statement, as applicable, until such Electing Holder or Broker-Dealer Holder, as applicable, shall have received copies of such

14

amended or supplemented prospectus, and if so directed by the Company, such Electing Holder or Broker-Dealer Holder, as applicable, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s or Broker-Dealer Holder’s, as applicable, possession of the prospectus covering such Registrable Notes or Exchange Registration Statement, as applicable, at the time of receipt of such notice.

(f)  In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Notes as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Notes or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Notes required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Notes, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.

(g)  Until the expiration of two years after the Closing Date, the Company and MONY Life will and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Notes that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(h)  Notwithstanding anything to the contrary in this Agreement, including without limitation, Sections 2 and 3 hereof, if outside counsel to the Company (which counsel shall be experienced in securities laws matters) has determined in good faith that (i) the filing of the Shelf Registration Statement or (ii) the compliance by the Company with its disclosure obligations in connection with the Shelf Registration Statement at any time or in connection with the Exchange Registration Statement during the Resale Period would require the disclosure of information that would be reasonably likely to materially adversely affect the ability of the Company or any of its affiliates to consummate a transaction significant to MONY Group and its subsidiaries, taken as a whole (whether or not a final decision has been made to undertake such transaction), or require disclosure of information the Company reasonably determines it cannot disclose at that time without material prejudice to it or its affiliates, then the Company (x) may delay the filing or the effectiveness of the Shelf Registration Statement (if not then filed or effective, as applicable) and (y) shall not be required to maintain the effectiveness of, or amend or supplement, the Shelf Registration Statement or the Exchange Registration Statement, for a period (a “Deferral Period”) expiring not later than three business days after the earlier to occur of (A) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and commission requirements or (B) 90

15

days after the Company notifies the Purchasers and Electing Holders of such determination; provided that aggregate number of days in all Deferral Periods shall not exceed 90 during any 12-month period.

(i)  The Company will give prompt written notice, in the manner prescribed by Section 9(c) hereof, to each Purchaser and Electing Holder of each Deferral Period. Each holder, by his acceptance of any Registrable Notes, agrees that upon receipt of such notice of a Deferral Period (i) it will forthwith discontinue disposition of Registrable Notes pursuant to the Shelf Registration Statement or the Exchange Registration Statement, and (ii) it will not deliver any prospectus forming a part of the Shelf Registration Statement or the Exchange Registration Statement in connection with any sale of Registrable Notes, as applicable until such holder’s receipt of copies of the supplemented or amended prospectus provided for in clause (e) above, or until it is advised in writing by the Company that the prospectus forming part of the Shelf Registration Statement or the Exchange Registration Statement may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus.

(j)  The Company and MONY Life will have no liability for failing to perform any obligations it may have pursuant to Sections 2 and 3 of this Agreement during any Deferral Period; provided that if pursuant to Section 2(c) hereof Liquidated Damages are accruing at the commencement of a Deferral Period or a Registration Default occurs during a Deferral Period, Liquidated Damages shall continue to accrue until the Registration Default giving rise to the accrual of Liquidated Damages shall have been cured.

4.    Registration Expenses.

The Company and MONY Life agree to bear and to pay or cause to be paid promptly all expenses incident to the Company’s and MONY Life’s performance of or compliance with this Agreement, including (a) all Commission and any NASD registration, filing and review fees and reasonable expenses including fees and disbursements of one counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all reasonable fees and expenses in connection with the qualification of the Notes for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of one counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Notes for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Notes to be disposed of (including certificates representing the Notes), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Notes and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses ofcounsel and independent certified public accountants of the Company and MONY Life (including the expenses of any

16

opinions or “comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Notes held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Notes, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Notes or any placement or sales agent therefor or underwriter thereof, the Company and MONY Life shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of an invoice therefor. Notwithstanding the foregoing, the holders of the Registrable Notes being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Notes and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5.    Representations and Warranties.

The Company and MONY Life represent and warrant to, and agree with, each Purchaser and each of the holders from time to time of Registrable Notes that:

(a)  Each registration statement covering Registrable Notes and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Notes, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when they were made; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Notes pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Notes expressly for use therein.

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(b)  Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or MONY Life by a holder of Registrable Notes expressly for use therein.

(c)  The compliance by the Company and MONY with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which the Company or MONY Life and any of their respective significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X of the Commission) of the Company is a party or by which the Company or any significant subsidiary of the Company is bound or to which any of the property or assets of the Company or any significant subsidiary of the Company is subject, nor will such action result in any violation of the provisions of the certificate of formation, or limited liability company agreement, of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any significant subsidiary of the Company or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Securities Act of the Notes, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities, insurance securities or blue sky laws in connection with the offering and distribution of the Notes; provided that the representations and warranties contained in this Section 5(c) will not apply to the extent that such conflict, default, violation, breach or lack of consent would not have a material adverse effect on the Company and its subsidiaries taken as a whole and not affect the validity, performance or consummation of the transactions contemplated by this Agreement.

(d)  This Agreement has been duly authorized, executed and delivered by the Company and MONY Life.

6.    Indemnification.

(a)  Indemnification by the Company and MONY Life.    The Company and MONY Life, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Notes included in an Exchange Registration Statement, each of the Electing Holders of Registrable Notes included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Notes against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration

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Statement, as the case may be, under which such Registrable Notes were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company or MONY Life to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and MONY Life shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or MONY Life by such person expressly for use therein.

(b)  Indemnification by the Holders and any Agents and Underwriters.    The Company and MONY Life may require, as a condition to including any Registrable Notes in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company or MONY Life shall have received an agreement reasonably satisfactory to it from the Electing Holder of such Registrable Notes and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company and MONY Life, and all other holders of Registrable Notes, against any losses, claims, damages or liabilities to which the Company, MONY Life or such other holders of Registrable Notes may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company or MONY Life to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or MONY Life by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company or MONY Life for any legal or other expenses reasonably incurred by the Company or MONY Life in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Notes pursuant to such registration.

(c)  Notices of Claims, Etc.    Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any

19

indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which shall not be unreasonably withheld or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  Contribution.    If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Notes (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which

20

the total price at which the Registrable Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Notes registered or underwritten, as the case may be, by them and not joint.

(e)  The obligations of the Company and MONY Life under this Section 6 shall be in addition to any liability which the Company or MONY Life may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and MONY Life and each person who controls the Company or MONY Life.

7.    Underwritten Offerings.

(a)  Selection of Underwriters.    If any of the Registrable Notes covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Notes to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)  Participation by Holders.    Each holder of Registrable Notes hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.    Rule 144.

The Company and MONY Life covenant to the holders of Registrable Notes that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Notes in connection with that

21

holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.    Miscellaneous.

(a)  No Inconsistent Agreements.    The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Notes or any other securities which would be inconsistent with the terms contained in this Agreement.

(b)  Specific Performance.    The parties hereto acknowledge that there would be no adequate remedy at law if the Company or MONY Life fails to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Notes may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company or MONY Life under this Agreement in accordance with the terms and conditions of this Agreement.

(c)  Notices.    All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 1740 Broadway, New York, New York 10019; attn: General Counsel of MONY Life, copy to Dewey Ballantine LLP, attn: Jonathan L. Freedman, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d)  Parties in Interest.    All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Notes and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Notes shall acquire Registrable Notes, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Notes shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Notes such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. If the Company or MONY Life shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Notes subject to all of the applicable terms hereof.

(e)  Survival.    The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Notes, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the

22

Registrable Notes pursuant to the Purchase Agreement and the transfer and registration of Registrable Notes by such holder and the consummation of an Exchange Offer.

(f)  Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws rules of such state.

(g)  Headings.    The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(h)  Entire Agreement; Amendments.    This Agreement and the other writings referred to herein (including the Indenture and the form of Notes) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company, MONY Life and the holders of at least a majority in aggregate principal amount of the Registrable Notes at the time outstanding. Each holder of any Registrable Notes at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Notes or is delivered to such holder.

(i)  Inspection.    For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Registrable Notes shall be made available for inspection and copying on any business day during normal business hours by any holder of Registrable Notes for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Notes under the Notes, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j)  Counterparts.    This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Company and MONY Life. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company and MONY Life for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
MONY HOLDINGS, LLC
By:	/s/    RICHARD DADDARIO
	Name:  Richard Daddario Title:    Chief Financial Officer

MONY LIFE INSURANCE COMPANY
By:	/s/    BART SCHWARTZ
	Name:  Bart Schwartz Title:    Senior Vice President and              General Counsel

Accepted as of the date hereof:

Goldman, Sachs & Co.,

Credit Suisse First Boston Corporation,

Advest, Inc.,

Salomon Smith Barney Inc.,

JP Morgan Securities Inc.,

Fleet Securities, Inc.

By:	/s/    GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.)

Exhibit A

MONY Holdings, LLC

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT—IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the MONY Holdings, LLC (the “Company”) Floating Rate Insured Notes due January 21, 2017 (the “Notes”) are held.

The Company is in the process of registering the Notes under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Notes included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to have the Notes included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Notes through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact the General Counsel of MONY Life Insurance Company, 1740 Broadway, New York, New York 10019; tel. 212-708-2000.

* At least 21 calendar days from date of mailing.

A-1

MONY Holdings, LLC

Notice of Registration Statement

and

Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between MONY Holdings, LLC (the “Company”), MONY Life Insurance Company and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [            ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Floating Rate Insured Notes due January 21, 2017 (the “Notes”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Notes is entitled to have the Registrable Notes beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Notes included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Notes who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Notes.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Notes are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Notes hereby elects to include in the Shelf Registration Statement the Registrable Notes beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Notes by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Notes pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)(a)	Full  Legal Name of Selling Securityholder:
(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Notes Listed in Item (3) below:
(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Notes Listed in Item (3) below are Held:
(2)	Address for Notices to Selling Securityholder:
	Telephone:
	Fax:
	Contact Person:
(3)	Beneficial Ownership of Notes:
	Except as set forth below in this Item (3), the undersigned does not beneficially own any Notes.
(a)	Principal amount of Registrable Notes beneficially owned: CUSIP No(s). of such Registrable Notes:
(b)	Principal amount of Notes other than Registrable Notes beneficially owned:   CUSIP No(s). of such other Notes:
(c)	Principal amount of Registrable Notes which the undersigned wishes to be included in the Shelf Registration Statement: CUSIP No(s). of such Registrable Notes to be included in the Shelf Registration Statement:
(4)	Beneficial Ownership of Other Securities of the Company:
	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Notes listed above in Item (3).
	State any exceptions here:

A-4

(5) Relationships with the Company:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Notes listed above in Item (3) only as follows (if at all): Such Registrable Notes may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Notes may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Notes may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Notes or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Notes in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Notes short and deliver Registrable Notes to close out such short positions, or loan or pledge Registrable Notes to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Notes listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for

A-5

inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)     To the Company:
	1740 Broadway New York, NY 10019 Attn:    General Counsel of MONY              Life Insurance Company
(ii)    With a copy to:
	Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019 Attn: Jonathan L. Freedman

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Notes beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflicts of laws rules of such state.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:                                                                                                 

Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Notes)

By:                                                                                                                                                                                                                                  

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, NY 10019

Attn: Jonathan L. Freedman

A-7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Bank One Trust Company, N.A.

153 West 51st Street

New York, NY 10019

Attention: Trust Officer

Re: MONY Holdings, LLC (the “Company”)

Floating Rate Insured Notes due January 21, 2017

Dear Sirs:

Please be advised that                          has transferred $                     aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [    ] (File No. 333-            ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
	(Name)
By:
	(Authorized Signature)

B-1