S-1

                                                          REGISTRATION NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-1
                      POST-EFFECTIVE AMENDMENT NO.    TO
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               -----------------

                        MONY LIFE INSURANCE COMPANY OF
                                    AMERICA
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                               -----------------

                                    ARIZONA
                        (STATE OR OTHER JURISDICTION OF
                        INCORPORATION OR ORGANIZATION)

                                     6311
                         (PRIMARY STANDARD INDUSTRIAL
                          CLASSIFICATION CODE NUMBER)

                                  86-0222062
                   (I. R. S. EMPLOYER IDENTIFICATION NUMBER)

                          1290 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10104
                                (212) 554-1234
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRAT'S PRINCIPAL EXECUTIVE OFFICES)

                               -----------------

                                  DODIE KENT
                 VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
                     AXA EQUITABLE LIFE INSURANCE COMPANY
                          1290 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10104
                                (212) 554-1234
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                               -----------------

                 PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

                          CHRISTOPHER E. PALMER, ESQ.
                              GOODWIN PROCTER LLP
                           901 NEW YORK AVENUE, N.W.
                            WASHINGTON, D.C. 20001

                               -----------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462 (d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_]

If this Form is a post-effective amendment filed pursuant to Rule 462 (d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [_]                                                Accelerated filer          [_]

Non-accelerated filer    [X] (Do not check if a smaller reporting company)  Smaller reporting company  [_]

                               -----------------

                        CALCULATION OF REGISTRATION FEE

===================================================================================================
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                                                           PROPOSED        PROPOSED
                                            AMOUNT          MAXIMUM         MAXIMUM       AMOUNT OF
        TITLE OF EACH CLASS OF               TO BE       OFFERING PRICE    AGGREGATE     REGISTRATION
      SECURITIES TO BE REGISTERED          REGISTERED      PER UNIT      OFFERING PRICE      FEE
---------------------------------------------------------------------------------------------------
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Interests in Market Stabilizer
  Option/(R)/ of MONY Life Insurance
  Company of America.................... $23,000,000(2)       (1)         $18,750,000    $2,148.75(2)
===================================================================================================
(1)Interests in the Market Stabilizer Option/(R)/ are issued in U.S. dollars
   rather than units. In no event will the aggregate maximum offering price of
   all securities issued pursuant to this registration statement exceed
   $23,000,000.
(2)Of the $11,402,524.54 of units of interest under the Market Stabilizer
   Option/(R)/ registered under the Registration Statement File No. 333-167938
   on Form S-3 on September 30, 2010, for which a filing fee of $813.00 was
   paid, $4,250,000.00 (for a filing fee of $487.05) are being carried forward
   pursuant to Rule 415(a)(6). A payment of $2,148.75 (for $18,750,000 units of
   interest, referencing CIK0000835357), which accounts for the remainder of
   the registration fee, has been wired to U. S. Bank of St. Louis, MO for
   deposit into the Commission's account.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

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Market Stabilizer Option^® Available Under Certain Variable Life Insurance Policies Issued by MONY Life Insurance Company of America

Prospectus dated May 1, 2012

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your policy. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus. This Prospectus is in addition to the appropriate variable life insurance policy prospectus and all information in the appropriate variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

MONY Life Insurance Company of America (the “Company” or “MONY America”) issues the Market Stabilizer Option^® described in this Prospectus. The Market Stabilizer Option^® is available only under certain variable life insurance policies that we offer and may not be available through your financial professional.

Among the many terms associated with the Market Stabilizer Option^® are:

• Index-Linked Return for approximately a one year period tied to the performance of the S&P 500 Price Return index, which excludes dividends as described below.

• Index-Linked Return will be applied at the end of the period (your Segment Term) on the Segment Maturity Date and only to amounts remaining within the segment until the Segment Maturity Date. The Index-Linked Return will not be applied before the Segment Maturity Date.

• The Index-Linked Return could be positive, zero or in certain circumstances negative as described below. Therefore, there is the possibility of a negative return on this investment at the end of your Segment Term, which could result in a significant loss of principal.

• An Early Distribution Adjustment will be made for distributions (including deductions) from the Segment Account Value before the Segment Maturity Date. Any Early Distribution Adjustment that is made will cause you to lose principal through the application of a Put Option Factor, as explained later in this Prospectus, and that loss could potentially be substantial. Therefore you should carefully consider whether to make such distributions and/or maintain enough value in your Unloaned Guaranteed Interest Option (“Unloaned GIO”) and/or variable investment options to cover your monthly deductions. The Unloaned GIO is the portion of the Guaranteed Interest Option (“GIO”) that is not being held to secure policy loans you have taken. As described later in this Prospectus, we will attempt to maintain a reserve (Charge Reserve Amount) to cover your monthly deductions, but it is possible that the Charge Reserve Amount will be insufficient to cover your monthly deductions.

These are only some of the terms associated with the Market Stabilizer Option^®. Please read this Prospectus for more details about the Market Stabilizer Option^®. Also, this Prospectus must be read along with the appropriate variable life insurance policy prospectus as well as the appropriate variable life insurance policy and policy rider for this option. Please refer to page 4 of this Prospectus for a Definitions section that discusses these and other terms associated with the Market Stabilizer Option^®. Please refer to page 7 of this Prospectus for a discussion of risk factors.

Other MONY America policies. We offer a variety of fixed and variable life insurance policies which offer policy features, including investment options, that are different from those offered by this Prospectus. Not every policy or feature is offered through your financial professional. You can contact us to find out more about any other MONY America insurance policy.

What is the Market Stabilizer Option^®?

The Market Stabilizer Option^® (“MSO”) is an investment option available under certain MONY America variable life insurance policies. The option provides for participation in the performance of the S&P 500

Price Return index, which excludes dividends (the “Index”) up to the Growth Cap Rate that we set on the Segment Start Date. On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal to or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -25% for the Segment Term. In that case only the negative performance in excess of -25% will be applied to the Segment Account Value and you bear the entire risk of loss of principal for the portion of negative performance that exceeds -25%. Please see the examples on page 5.

Please note that you will not be credited with any positive Index performance with respect to amounts that are removed from a Segment prior to the Segment Maturity Date. Even when the Index performance has been positive, such early removals will cause you to lose some principal. Please see “Early Distribution Adjustment” later in this Prospectus.

Although under the appropriate variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there are no transfer charges for transfers into or out of the MSO Holding Account. Please note that once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted.

The Market Stabilizer Option^® is not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Market Stabilizer Option^® or any member of the public regarding the advisability of investing in securities generally or in the Market Stabilizer Option^® particularly or the ability of the S&P 500 Price Return index (the “Index”) to track general stock market performance. S&P’s and its third party licensor’s only relationship to MONY America is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to MONY America or the Market Stabilizer Option^®. S&P and its third party licensors have no obligation to take the needs of MONY America or the owners of the Market Stabilizer Option^® into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Market Stabilizer Option^® or the timing of the issuance or sale of the Market Stabilizer Option^® or in the determination or calculation of the equation by which the Market Stabilizer Option^® is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Market Stabilizer Option^®.

The SEC has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal.

EVM-109 (11/10)	X03210
NB	Cat # 235457

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Contents of this Prospectus

“We,” “our,” and “us” refer to MONY America.

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner.

Market Stabilizer Option^®

Who is MONY Life Insurance Company of America?	3
1. Definitions	4
2. Fee Table Summary	6
3. Risk Factors	7
4. Description of the Market Stabilizer Option®	8
5. Distribution of the policies	17
6. Incorporation of certain documents by reference	18
Appendices
I — Early Distribution Adjustment Examples	A-1

2 Contents of this Prospectus

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Who is MONY Life Insurance Company of America?

We are MONY Life Insurance Company of America (“MONY America”), an Arizona stock life insurance corporation organized in 1969. MONY America is an indirect, wholly-owned subsidiary of AXA Financial, Inc., (the “parent”) a holding company, which is itself an indirect, wholly-owned subsidiary of AXA SA (“AXA”). AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of MONY America, and under its other arrangements with MONY America and its parent, AXA exercises significant influence over the operations and capital structure of MONY America and its parent. AXA holds its interest in MONY America through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings, Inc., AXA Equitable Financial Services, LLC and MONY Life Insurance Company, a life insurance company. MONY America is obligated to pay all amounts that are promised to be paid under the policies. No company other than MONY America, however, has any legal responsibility to pay amounts that MONY America owes under the policies.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately $508.0 billion in assets as of December 31, 2011. MONY America is licensed to sell life insurance and annuities in forty-nine states (not including New York), the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104.

How to reach us

Please refer to the “How to reach us” section of the appropriate variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

Who is MONY Life Insurance Company of America? 3

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1. Definitions

Charge Reserve Amount — A minimum amount of policy account value in the Unloaned GIO (the portion of the Guaranteed Interest Option (“GIO”) that is not being held to secure policy loans you have taken.) that you are required to maintain in order to approximately cover all of the estimated monthly charges for the policy (including, but not limited to, the policy’s monthly cost of insurance charge, the policy’s monthly administrative charge, the policy’s monthly mortality and expense risk charge, the MSO’s monthly Variable Index Segment Account Charge (the monthly charge deducted from the policy account) and any monthly optional rider charges, (please see “Charges” later in this Prospectus for more information) during the Segment Term. The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be reduced by each subsequent monthly deduction (but not to less than zero). There is no requirement to maintain a Charge Reserve Amount, which would cover approximately all estimated monthly policy charges, if you are not in a Segment. Please see “Segments” later in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on a Segment Start Date in order to meet this requirement.

Downside Protection (also referred to in your policy as the “Segment Loss Absorption Threshold Rate”) — This is your protection against negative performance of the S&P 500 Price Return index for a Segment held until its Segment Maturity Date. It is currently -25%. The Downside Protection is set on the Segment Start Date and any Downside Protection in excess of -25% will be set at the Company’s sole discretion. However, the Downside Protection will not change during a Segment Term and at least -25% of Downside Protection will always be provided when a Segment is held until the Segment Maturity Date.

Early Distribution Adjustment (“EDA,” may also be referred to in your policy as the “Market Value Adjustment”) — The EDA is an adjustment that we make to your Segment Account Value, before a Segment matures, in the event you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or any other distribution from a Segment. (Such other distributions would include any distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, any unpaid loan interest, or any distribution in connection with the exercise of a rider available under your policy.) An EDA that is made will cause you to lose principal through the application of a Put Option Factor, which estimates the market value, at the time of an early distribution, of the risk that you would suffer a loss if

your Segment were continued (without taking the early distribution) until its Segment Maturity Date and that loss could be substantial. However, because of a pro rata refund of certain charges already paid that is included in the EDA , the net effect of the EDA will not always result in the reduction of principal. The EDA will usually result in a reduction in your Segment Account Value and your other policy values. Therefore, you should give careful consideration before taking any early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment. Please see “Early Distribution Adjustment” later in this Prospectus for more information.

Growth Cap Rate — The maximum rate of return that will be applied to a Segment Account Value. The Growth Cap Rate is set for each Segment on the Segment Start Date. While the Growth Cap Rate is set at the Company’s sole discretion, the Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%.

Index — The S&P 500 Price Return index, which is the S&P 500 index excluding dividends. This index includes 500 leading companies in leading industries in the U.S. economy.

Index Performance Rate — The Index Performance Rate measures the percentage change in the Index during a Segment Term for each Segment. If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion. Please see “Change in Index” for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one, where:

(a) is the value of the Index at the close of business on the Segment Start Date, and

(b) is the value of the Index at the close of business on the Segment Maturity Date.

We determine the value of the Index at the close of business, which is the end of a business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index value is, for any other reason, not published on the Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.

Index-Linked Rate of Return — The rate of return we apply to calculate the Index-Linked Return which is based on the Index Performance Rate adjusted to reflect the Growth Cap Rate and protection against negative performance. Therefore, if the performance of the Index is zero or positive, we will apply that performance up to the Growth Cap Rate. If the performance of the Index is negative, we

4 Definitions

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will apply performance of zero unless the decline in the performance of the Index is below -25% in which case negative performance in excess of -25% will apply. Please see the chart under “Index-Linked Return” for more information.

Index-Linked Return — The amount that is applied to the Segment Account Value on the Segment Maturity Date that is equal to that Segment’s Index-Linked Rate of Return multiplied by the Segment Account Value on the Segment Maturity Date. The Index-Linked Return may be positive, negative or zero. The Indexed-Linked Return is only applied to amounts that remain in a Segment Account Value until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to an Early Distribution Adjustment.

Initial Segment Account — The amount initially transferred to a Segment from the MSO Holding Account on its Segment Start Date, net of:

(a) the Variable Index Benefit Charge (see “Charges” later in this Prospectus)

and

(b) the amount, if any, that may have been transferred from the MSO Holding Account to the Unloaned GIO to cover the Charge Reserve Amount (see “Charge Reserve Amount” later in this Prospectus). Such a transfer would be made from the MSO Holding Account to cover the Charge Reserve Amount only (1) if you have given us instructions to make such a transfer or (2) in the other limited circumstances described under “Segments” later in this Prospectus.

MSO Holding Account — This is a portion of the EQ/Money Market variable investment option that holds amounts designated by the policy owner for investment in the MSO prior to any transfer into the next available new Segment.

Segment — The portion of your total investment in the MSO that is associated with a specific Segment Start Date. You create a new Segment each time an amount is transferred from the MSO Holding Account into a Segment Account.

Segment Account Value (also referred to in your policy as the “Segment Account”) — The amount of an Initial Segment Account subsequently reduced by any monthly deductions, policy loans and unpaid loan interest, and distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law, which are allocated to the Segment. Any such reduction in the Segment Account Value prior to its Segment Maturity Date will result in a corresponding Early Distribution Adjustment, which will cause you to lose principal, and that loss could be substantial. The Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option.

For example, if you put $1000 into the MSO Holding Account, $992.50 would go into a Segment. This amount represents the Initial Segment Account. The Segment Account Value represents the value

in the Segment which gets reduced by any deductions allocated to the Segment, with corresponding EDAs, through the course of the Segment Term. The Segment Distribution Value represents what you would receive upon surrendering the policy and reflects the EDA upon surrender.

Segment Distribution Value (also referred to in your policy as the “Segment Value”) — This is the Segment Account Value minus the Early Distribution Adjustment that would apply on a full surrender of that Segment at any time prior to the Segment Maturity Date. Segment Distribution Values will be used in determining policy value available to cover monthly deductions, proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the policy account value.

Segment Maturity Date — The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to a Segment Account Value.

Segment Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment.

Segment Start Date — The Segment Start Date is the day on which a Segment is created.

Segment Term — The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future.

Definitions 5

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2. Fee Table Summary

MSO Charges	When Charge is Deducted	Current Non- guaranteed	Guaranteed Maximum
Variable Index Benefit Charge	On Segment Start Date	0.75%	0.75%
Variable Index Segment Account Charge	At the beginning of each policy month during the Segment Term	0.65%	1.65%
Total		1.40%	2.40%

Other	When Charge is Deducted	Maximum Spread Percentage that May be Deducted
Loan Interest Spread* for Amounts of Policy Loans Allocated to MSO Segment	On each policy anniversary (or on loan termination, if earlier)	Oregon policies: 2% All other policies: 5%

Other	When Charge is Deducted	Maximum Amount that May be Deducted
Early Distribution Adjustment	On surrender or other distribution (including loan) from an MSO Segment prior to its Segment Maturity Date	75% of Segment Account Value**

* We charge interest on policy loans but credit you with interest on the amount of the policy account value we hold as collateral for the loan. The “spread” is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your policy account value that we hold as collateral for the loan.

** The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in detail under “Early Distribution Adjustment” later in this Prospectus. The maximum amount of the adjustment would occur if there is a total distribution at a time when the Index has declined to zero.

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life insurance policy prospectus.

The base variable life insurance policy’s mortality and expense risk charge will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk

charge is part of the policy monthly charges. Please see “How we deduct policy monthly charges during a Segment Term” for more information. Please refer to the appropriate variable life insurance policy prospectus for more information.

6 Fee Table Summary

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3. Risk Factors

There are risks associated with some features of the Market Stabilizer Option^®:

• There is a risk of a substantial loss of your principal because you agree to absorb all losses from the portion of any negative Index performance that exceeds -25%.

• Your Index-Linked Return is also limited by the Growth Cap Rate, which could cause your Index-Linked Return to be lower than it would otherwise be if you participated in the full performance of the S&P 500 Price Return index.

• You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment.

• Negative consequences apply if, for any reason, amounts you have invested in a Segment are removed before the Segment Maturity Date. Specifically, with respect to the amounts removed early, you would (1) forfeit any positive Index performance and (2) be subject to an Early Distribution Adjustment that exposes you to a risk of potentially substantial loss of principal. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA will cause you to lose some principal on an early removal.

• The following types of removals of account value from a Segment will result in the above-mentioned penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your policy; (c) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (d) certain distributions in connection with the exercise of a rider available under your policy; and (e) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders).

• Certain of the above types of early removals can occur (and thus result in penalties to you) without any action on your part. Examples include (i) certain distributions we might make from your Segment Account Value to enable your policy to continue to qualify as life insurance and (ii) deductions we might make from your Segment Account Value to pay charges if the Charge Reserve Amount becomes insufficient.

• Any applicable EDA will generally be affected by changes in both the volatility and level of the S&P 500 Price Return Index. Any EDA applied to any Segment Account Value is linked to the estimated value of a put option on the S&P 500 Price Return index as described later in this Prospectus. The estimated value of the put option and, consequently, the amount of the EDA will generally be higher after increases in market volatility or after the Index experiences a negative return following the Segment Start Date.

• Once policy account value is in a Segment, you cannot transfer out of a Segment and you can only make withdrawals out of a Segment if you surrender your policy. This would result in the imposition of any applicable surrender charges and EDA.

• We may not offer new Segments so there is also the possibility that a Segment may not be available for a Segment Renewal at the end of your Segment Term(s).

• We also reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer.

• No company other than MONY America has any legal responsibility to pay amounts that MONY America owes under the policies. An owner should look to the financial strength of MONY America for its claims-paying ability.

• The amounts required to be maintained in the Unloaned GIO for the Charge Reserve Amount during the Segment Term may earn a return that is less than the return you might have earned on those amounts in another investment option had you not invested in a Segment.

• You must forgo the additional no lapse guarantee benefit provided by the Extended No Lapse Guarantee Rider if you want to allocate to the MSO. Please see “Extended No Lapse Guarantee Rider” later in this Prospectus for more information.

• If you do not specify a minimum Growth Cap Rate acceptable to you, your account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen.

• The MSO is not available while the Paid Up Death Benefit Guarantee is in effect. Please see “Paid Up Death Benefit Guarantee” later in this Prospectus for more information.

Risk Factors 7

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4. Description of the Market Stabilizer Option^®

We offer a Market Stabilizer Option^® that provides a rate of return tied to the performance of the Index.

MSO Holding Account

The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return as the EQ/Money Market variable investment option and is subject to the same underlying portfolio operating expenses as that variable investment option. Please refer to “Risk/benefit summary: charges and expenses you will pay” of the appropriate variable life insurance policy prospectus for more information regarding such expenses. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer amounts from the MSO Holding Account into other investment options available under your policy at any time subject to any transfer restrictions within your policy. You can transfer into and out of the MSO Holding Account at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer policy account value into the MSO Holding Account on the 3rd Friday of June, 2012. That policy account value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer policy account value out of the MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the “How to reach us” section of the appropriate variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding charges and any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under “Segments” immediately below.

Segments

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a Segment Maturity Date on the 3rd Fri-day of the same calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date:

(1) The Growth Cap Rate for that Segment must be equal to or greater than your minimum Growth Cap Rate (Please see “Growth Cap Rate” later in this Prospectus).

(2) There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see “Charge Reserve Amount” later in this Prospectus).

(3) The Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the annualized monthly Variable Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C+D) have been considered exceeds the interest crediting rate currently being offered in the Unloaned GIO.

(4) It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law.

(5) The total amount allocated to your Segments under your policy on that date must be less than any limit we may have established.

If there is sufficient policy account value in the Unloaned GIO to cover the Charge Reserve Amount, then no transfers from other investment options to the Unloaned GIO will need to be made. If there is insufficient value in the Unloaned GIO to cover the Charge Reserve Amount and we do not receive instructions from you specifying the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements at the Segment Start Date, or the transfer instructions are not possible due to insufficient funds, then the required amount will be transferred proportionately from your variable investment options including the MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next available Segment does not qualify per your minimum Growth Cap Rate instructions and the conditions listed above, then your amount in the MSO Holding Account will remain there until we receive further instruction from you. We will mail you a

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notice informing you that your account value did or did not transfer from the MSO Holding Account into a Segment. These notices are mailed on or about the next business day after the applicable Segment Start Date. Please see “Requested Face Amount Increases” later in this Prospectus for more information about the investment options from which account value could be transferred to the Unloaned GIO on the effective date of a requested face amount increase.

Segment Maturity

Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of:

(a) the Segment Maturity Value rolled over into the MSO Holding Account

(b) the Segment Maturity Value transferred to the variable investment options available under your policy

(c) the Segment Maturity Value transferred to the Unloaned GIO.

If we do not receive your transfer instructions before the Segment Maturity Date, your Segment Maturity Value will automatically be rolled over into the MSO Holding Account for investment in the next available Segment, subject to the conditions listed under “Segments” above.

However, if we are not offering the MSO at that time, we will transfer the Segment Maturity Value to the investment options available under your policy per your instructions or to the EQ/Money Market investment option if no instructions are received. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” for more information. Although, under the appropriate variable life insurance policy, we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options there will be no transfer charges for any of the transfers discussed in this section.

Growth Cap Rate

By allocating your account value to the MSO, you can participate in the performance of the Index up to the applicable Growth Cap Rate that we declare on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new Segment until after the account value has been transferred from the MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment Maturity Date. Please see “Transfers” below.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth Cap Rate will never be less than 6%.

Your protection against negative performance for a Segment held until its Segment Maturity Date is currently -25% (“Downside Protection” also referred to in your policy as the “Segment Loss Absorption Threshold Rate”). We reserve the right, for new Segments, to increase your Downside Protection against negative performance. For example, if we were to adjust the Downside Protection for a Segment to -100%, the Index-Linked Rate of Return for that Segment would not go below 0%. Please note that any increase in the protection against negative performance would likely result in a lower Growth Cap Rate than

would otherwise apply. We will provide notice between 15 and 45 days before any change in the Downside Protection is effective. Any change would only apply to new Segments started after the effective date of the change, which (coupled with the 15-45 day notice we will give) will afford you the opportunity to decline to participate in any Segment that reflects a change in the Downside Protection.

Any increases in the Growth Cap Rate above the minimum 6% and increases in Downside Protection from the minimum -25% are set at the Company’s sole discretion. However, the Growth Cap Rate can never be less than 6% and we may only increase your Downside Protection from the current -25%.

As part of your initial instructions in selecting the MSO, you will specify what your minimum acceptable Growth Cap Rate is for a Segment. You may specify a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified then the account value will not be transferred from the MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap Rate, account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. In addition, for account value to transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the Variable Index Benefit Charge rate (“B”), the annualized monthly Variable Index Segment Account Charge rate (“C”) and the current annualized monthly mortality and expense risk charge rate (“D”). The Growth Cap Rate must be greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%, the annualized monthly Variable Index Segment Account charge rate were 0.65% and the annualized monthly mortality and expense risk charge rate were 0.85%. Based on those assumptions (which we provide only for illustrative purposes and will not necessarily correspond to actual rates), because these numbers total 6.25%, no amounts would be transferred into any Segment unless we declare a Growth Cap Rate that is higher than 6.25%. Please see “Index-Linked Return” later in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO Holding Account will be made into that new Segment provided all other requirements and conditions discussed in this Prospectus are met. If we set the Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be made into that Segment. No transfer will be made until a Segment Growth Cap Rate equal to or greater than 8% is set and all requirements are met or you transfer account value out of the MSO Holding Account.

Growth Cap Rate Available During Initial Year

If you allocate policy account value to any Segment that commences during the first year that the MSO is available to you under your policy, our current practice is to establish a Growth Cap Rate that is at least

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15%. This 15% minimum Growth Cap Rate would apply to all Segment Terms that commence:

• During the first policy year, if the MSO was available to you as a feature of your policy when the policy was issued; or

• For in-force policies, during the one year period beginning with the date when the MSO was first made available to you after your policy was issued.

We may terminate or change this 15% initial year minimum Growth Cap Rate at any time; but any such change or termination would apply to you only if your policy is issued, or the MSO was first made available to you, after such modification or termination.

After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap Rate will revert back to 6%.

Index-Linked Return

We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of Return and multiplying it by the Segment Account Value on the Segment Maturity Date. The Segment Account Value is net of the Variable Index Benefit Charge described below as well as any monthly deductions, policy loans and unpaid interest, distributions from the policy that we deem necessary to continue to qualify the policy as life insurance under applicable tax law and any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described later in this Prospectus.

If the Index:	Your Index-Linked Rate of Return will be:
goes up by more than the Growth Cap Rate	equal to the Growth Cap Rate
goes up less than or equal to the Growth Cap Rate	equal to the Index Performance Rate
stays flat or goes down 25% or less	equal to 0%
goes down by more than 25%	negative but will not reflect the first 25% of downside performance

For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index has gone up 20% over your Segment Term, you will receive a 15% credit to your Segment Account Value on the Segment Maturity Date. If the Index had gone up by 13% from your Segment Start Date to your Segment Maturity Date then you would receive a credit of 13% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down 20% over the Segment Term then you would receive a return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your Segment Account Value would be reduced by 5% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to -25%.

The minimum Growth Cap Rate is 6%. However, account value will only transfer into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal to or greater than your specified minimum Growth Cap Rate and meets the conditions discussed earlier in the “Growth Cap Rate” section.

In those instances where the account value in the MSO Holding Account does not transfer into a new Segment, the account value will remain in the MSO Holding Account until the next available, qualifying Segment unless you transfer the account value into the Unloaned GIO and/or other investment option available under your policy subject to any conditions and restrictions.

For instance, if we declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% but we are currently crediting an annual interest rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of the charges (B+C+D) discussed in the Growth Cap Rate section then your account value will remain in the MSO Holding Account on the date the new Segment would have started.

As indicated above, you must transfer account value out of the MSO Holding Account into the Unloaned GIO and/or other investment options available under your policy if you do not want to remain in the MSO Holding Account.

If we declare the Growth Cap Rate to be 6% and your specified minimum Growth Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the “Growth Cap Rate” section plus the annual interest rate on the Unloaned GIO are less than 6% and all requirements are met then the net amount of the account value in the MSO Holding Account will transfer into a new Segment.

If you specified a minimum Growth Cap Rate of 10% in the above examples then account value would not transfer into a new Segment from the MSO Holding Account because the Growth Cap Rate did not meet your specified minimum Growth Cap Rate.

The Index-Linked Return is only applied to amounts that remain in a Segment until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment.

Change in Index

If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or greater. However, an alternative index may reduce the Growth Cap Rates we can offer. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the S&P 500 Price Return index.

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If the S&P 500 Price Return index were to be discontinued or substantially changed, thereby affecting the Index-Linked Return of existing Segments, we will mature the Segments based on the most recently available closing value of the Index before it is discontinued or changed. Such maturity will be as of the date of such most recently available closing value of the Index and we will use that closing value to calculate the Index-linked Return through that date. We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection. For example, if the Index was up 12% at the time we matured the Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your Segment Account Value. If the Index was down 30% at the time we matured the Segment, we would credit a 5% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as soon as practicable and ask for instructions on where to transfer your Segment Maturity Value.

If we are still offering Segments at that time, you can request that the Segment Maturity Value be invested in a new Segment, in which case we will hold the Segment Maturity Value in the MSO Holding Account for investment in the next available Segment subject to the same terms and conditions discussed above under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see “Segment Maturity” earlier in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve the right to not offer new Segments. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” later in this Prospectus.

Charges

There is a current percentage charge of 1.40% of any policy account value allocated to each Segment. We reserve the right to increase or decrease the charge although it will never exceed 2.40%. Of this percentage charge, 0.75% will be deducted on the Segment Start Date from the amount being transferred from the MSO Holding Account into the Segment as an up-front charge (“Variable Index Benefit Charge”), with the remaining 0.65% annual charge (of the current Segment Account Value) being deducted from the policy account on a monthly basis during the Segment Term (“Variable Index Segment Account Charge”).

MSO Charges	Current Non- guaranteed	Guaranteed Maximum
Variable Index Benefit Charge	0.75%	0.75%
Variable Index Segment Account Charge	0.65%	1.65%
Total	1.40%	2.40%

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the appropriate variable life in-

surance policy prospectus. Please also see Loans later in this Prospectus for information regarding the “spread” you would pay on any policy loan.

The base variable life insurance policy’s mortality and expense risk charge will also be applicable to a Segment Account Value or any amounts held in the MSO Holding Account. The mortality and expense risk charge is part of the policy monthly charges. Please see “How we deduct policy monthly charges during a Segment Term” for more information. Please refer to the appropriate variable life insurance policy prospectus for more information.

If a Segment is terminated prior to maturity by policy surrender, or reduced prior to maturity by monthly deductions (if other funds are insufficient) or by loans or a Guideline Premium Force-out as described below, we will refund a proportionate amount of the Variable Index Benefit Charge corresponding to the surrender or reduction and the time remaining until Segment Maturity. The refund will be administered as part of the Early Distribution Adjustment process as described above. This refund will increase your surrender value or remaining Segment Account Value, as appropriate. Please see Appendix I for an example and further information.

Charge Reserve Amount

If you elect the Market Stabilizer Option^®, you are required to maintain a minimum amount of policy account value in the Unloaned GIO to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount on other than a Segment Start Date (or the effective date of a requested face amount increase — please see “Requested Face Amount Increases” below for more information) will be the Charge Reserve Amount determined as of the latest Segment Start Date (or effective date of a face amount increase) reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. This means, for example, that if you are in a Segment (Segment A) and then enter another Segment (Segment B) 6 months later, the Charge Reserve Amount would be re-calculated on the start date of Segment B. The Charge Reserve Amount would be re-calculated to cover all of the policy’s monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be asked to specify the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements, if necessary. No transfer restrictions apply to amounts that you wish to transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement. If your values in the variable investment options including the MSO Holding Account and the unloaned portion of our GIO are insufficient to cover the Charge Reserve

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Amount, no new Segment will be established. Please see “Segments” above for more information regarding the Charge Reserve Amount and how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover actual monthly deductions during the Segment Term. Although the Charge Reserve Amount will be re-calculated on each Segment Start Date, and the amount already present in the Unloaned GIO will be supplemented through transfers from your value in the variable investment options including the MSO Holding Account, if necessary to meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium pay- ments, investment performance, loans, policy partial withdrawals from other investment options besides the MSO, and any changes we might make to current policy charges.

How we deduct policy monthly charges during a Segment Term

Under your base variable life insurance policy, monthly deductions are allocated to the variable investment options and the Unloaned GIO according to deduction allocation percentages specified by you or based on a proportionate allocation should any of the individual investment option values be insufficient.

However, if the Market Stabilizer Option^® is elected, on the Segment Start Date, deduction allocation percentages will be changed so that 100% of monthly deductions will be taken from the Charge Reserve Amount and then any remaining value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the Segment Term. In addition, if the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy’s proportionate allocation procedure will be modified as follows:

1. The first step will be to take the remaining portion of the deductions proportionately from the values in the variable investment options, including any value in the MSO Holding Account but excluding any Segment Account Values.

2. If the Unloaned GIO and variable investment options, including any value in the MSO Holding Account, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Distribution Values.

3. Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

The effect of those procedures is that account value will be taken out of a Segment to pay a monthly deduction (and an EDA therefore applied) only if there is no remaining account value in any other investment options, as listed in 1. and 2. above.

In addition, your base variable life insurance policy will lapse if your net policy account value (please refer to your base variable life insurance policy prospectus for a further explanation of this term) is not enough to pay your policy’s monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment Distribution

Value will be used in place of the Segment Account Value in calculating the net policy account value.

These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.

Early Distribution Adjustment

Overview

Before a Segment matures, if you surrender your policy, take a loan from a Segment or if we should find it necessary to make deductions for monthly charges or other distributions from a Segment, we will apply an Early Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index will have fallen by more than 25%. The EDA uses what we refer to as a Put Option Factor to estimate the market value, at the time of an early distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the early distribution) until its Segment Maturity Date. By charging you with a deduction equal to that estimated value, the EDA provides a treatment for an early distribution that is designed to be consistent with how distributions at the end of a Segment are treated when the Index has declined over the course of that Segment.

In the event of an early distribution, even if the Index has experienced positive performance since the Segment Start Date, the EDA will cause you to lose principal through the application of the Put Option Factor and that loss may be substantial. That is because there is always some risk that the Index would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any early distribution) until that time. However, the other component of the EDA is the proportionate refund of the Variable Index Benefit Charge (discussed below under “Important Considerations”) which is a positive adjustment to you. As a result, the overall impact of the EDA is to reduce your Segment Account Value and your other policy values except in the limited circumstances where the proportionate refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described below under “Additional Detail.”

Important Considerations

When any surrender, loan, charge deduction or other distribution is made from a Segment before its Segment Maturity Date:

1. You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre- Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Therefore, you should give careful consideration before taking any such early loan or surrender, or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and

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2. The EDA will be applied, which means that:

a. If the Index has fallen more than 25% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of that loss below 25%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in Appendix I for further information.)

b. If the Index has fallen since the Segment Start Date, but by less than 25%, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined further to a point more than 25% below what it was at the Segment Start Date. (Please see example I in Appendix I for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply the EDA. It also would generally be less than it would be under the circumstances in 2a. above.

c. If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined to a point more than 25% below what it was at the Segment Start Date. (Please see examples II and IV in Appendix I for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above.

In addition to the consequences discussed in 2. above, the EDA also has the effect of pro rating the Variable Index Benefit Charge. As discussed further below, this means that you in effect would receive a proportionate refund of this charge for the portion of the Segment Term that follows the early surrender, loan, policy distribution, or charge deduction that caused us to apply the EDA. In limited circumstances, this refund may cause the total EDA to be positive.

For the reasons discussed above, the Early Distribution Adjustment to the Segment Account Value will usually reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For loans and charge deductions, the Early Distribution Adjustment would usually further reduce the account value remaining in the Segment Account Value and therefore decrease the Segment Maturity Value.

Additional Detail

For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is:

(a) the Put Option Factor multiplied by the Segment Account Value

-minus-

(b) a pro rata portion of the 0.75% Variable Index Benefit Charge attributable to the Segment Account Value. (Please see “Charges” earlier in this Prospectus for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at any time during the Segment Term, the estimated market

value of your potential exposure to negative S&P 500 Price Return index performance that is worse than -25%. The Put Option Factor, on any date, represents the estimated value on that date of a hypothetical “put option” (as described below) on the Index having a notional value equal to $1 and strike price at Segment Maturity equal to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike price of the option ($0.75) is the difference between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity that would be absorbed by the Downside Protection feature of the MSO (please see “Growth Cap Rate” earlier in this Prospectus for an explanation of the Downside Protection.) In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price — which was set at issue — and the underlying index closing price, in the event that the closing price is below the strike price. Prior to the maturity of the put option, its value generally will have an inverse relationship with the index. The notional value can be described as the price of the underlying index at inception of the contract. Using a notional value of $1 facilitates computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put option on the S&P 500 Price Return index, assuming a continuous dividend yield, with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1) Implied Volatility of the Index — This input varies with (i) how much time remains until the Maturity Date of the Segment from which an early distribution is being made, which is determined by using an expiration date for the hypothetical put option that corresponds to that time remaining and (ii) the relationship between the strike price of the hypothetical put option and the level of the S&P 500 Price Return index at the time of the early distribution. This relationship is referred to as the “moneyness” of the hypothetical put option described above, and is calculated as the ratio of the $0.75 strike price of that hypothetical put option to what the level of the S&P 500 Price Return index would be at the time of the early distribution if the Index had been $1 at the beginning of the Segment. Direct market data for these inputs for any given early distribution are generally not available, because put options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Maturity Date and moneyness of the hypothetical put option that we use for purposes of calculating the EDA.

Accordingly, we use the following method to estimate the implied volatility of the index. We receive daily quotes of implied volatility from banks using the same Black Scholes model described above and based on the market prices for certain S&P 500 Price Return put options. Specifically, implied volatility quotes are obtained for put options with the closest maturities above and below the actual time remaining in the Segment at the time of the early distribution and, for each maturity, for

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those put options having the closest moneyness those put options having the closest moneyness value above and below the actual moneyness of the hypothetical put option described above, given the level of the S&P 500 Price Return index at the time of the early distribution. In calculating the Put Option Factor, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that are based on the actual adjacent maturities and moneyness values described above, as follows:

(a) We first determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the times to maturity that are above and below the moneyness value of the hypothetical put option.

(b) We then determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity longer than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the times to maturity that are above and below the moneyness value of the hypothetical put option.

(c) The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2) LIBOR Rate — Key duration LIBOR rates will be retrieved from a recognized financial reporting vendor. LIBOR rates will be retrieved for maturities adjacent to the actual time remaining in the Segment at the time of the early distribution. We will use linear interpolation to derive the exact remaining duration rate needed as the input.

(3) Index Dividend Yield — On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500 Price Return index. In addition to the factors discussed above, the Put Option Factor is also influenced by time to Segment Maturity. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If any inputs to the Black Scholes formula are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day.

Appendix I at the end of this Prospectus provides examples of how the Early Distribution Adjustment is calculated.

Transfers

There is no charge to transfer into and out of the MSO Holding Account and you can make a transfer at any time to or from the investment options available under your policy subject to any transfer restrictions within your policy. You may not transfer into the MSO Holding Account while the Extended No Lapse Guarantee Rider is in effect with your policy. You must terminate the Extended No Lapse Guarantee Rider before electing MSO. Any restrictions applicable to transfers between the MSO Holding Account and such investment options would be the same transfer restrictions applicable to transfers between the investment options available under your policy. However, once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be greater than any excess of the Unloaned GIO over the remaining Charge Reserve Amount.

Withdrawals

Once policy account value has been swept from the MSO Holding Account into a Segment, you will not be allowed to withdraw the account value out of a Segment before the Segment Maturity Date unless you surrender your policy. You may also take a loan; please see “Loans” later in this Prospectus for more information. Any account value taken out of a Segment before the Segment Maturity Date will generate an Early Distribution Adjustment. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for withdrawals from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy account value in a Segment, the amount which would otherwise be available to you for a partial withdrawal of net cash surrender value will be reduced, by the amount (if any) by which the sum of your Segment Distribution Values and the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal as requested due to insufficient funds, we will allocate the withdrawal proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

Cash Surrender Value, Net Cash Surrender Value and Loan Value

If you have amounts allocated to MSO Segments, the Segment Distribution Values will be used in place of the Segment Account Values in calculating the amount of any cash surrender value, net cash surrender value and maximum amount available for loans (please refer to your base variable life insurance policy prospectus for a further explanation of these latter terms). This means an EDA would apply to those amounts. Please see Appendix I for more information.

14 Description of the Market Stabilizer  Option^®

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Guideline Premium Force-outs

For policies that use the Guideline Premium Test, a new Segment will not be established or created if we determine, when we process your election, that a distribution from the policy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the Internal Revenue Code, it will be deducted proportionately from the values in the Unloaned GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable investment options, including any value in the MSO Holding Account, are insufficient to cover the force-out in its entirety, any remaining amount required to be forced out will be taken from the individual Segments proportionately, based on the current Segment Distribution Values.

Any portion of a force-out distribution taken from an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, and the Segment Distribution Values, is still insufficient to cover the force-out in its entirety, the remaining amount of the force-out will be allocated to the Unloaned GIO and reduce or eliminate any remaining Charge Reserve Amount under the Unloaned GIO.

Loans

Please refer to the appropriate variable life insurance policy prospectus for information regarding policy loan provisions.

You may specify how your loan is to be allocated among the MSO, the variable investment options and the Unloaned GIO. Any portion of a requested loan allocated to the MSO will be redeemed from the individual Segments and the MSO Holding Account proportionately, based on the value of the MSO Holding Account and the current Segment Distribution Values of each Segment. Any portion allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread ([2%] for policies with a contract state of Oregon and [5%] for other policies).

If you do not specify or if we cannot allocate the loan according to your specifications, we will allocate the loan proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, are insufficient to cover the loan in its entirety, the remaining amount of the loan will

be allocated to the individual Segments proportionately, based on current Segment Distribution Values.

Any portion of a loan allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account and the Segment Distribution Values, are still insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the Unloaned GIO and will reduce or eliminate the remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the same basis as monthly deductions. See “How we deduct policy monthly charges during a Segment Term.”

Whether or not any Segment is in effect and has not yet reached its Segment Maturity Date, loan repayments will first reduce any loaned amounts that are subject to the higher maximum loan interest spread. Loan repayments will first be used to restore any amounts that, before being designated as loan collateral, had been in the Unloaned GIO. Any portion of an additional loan repayment allocated to the MSO at the policy owner’s direction (or according to premium allocation percentages) will be transferred to the MSO Holding Account to await the next available Segment Start Date and will be subject to the same conditions described earlier in this Prospectus.

Paid Up Death Benefit Guarantee

Please note that the MSO is not available while the Paid Up Death Benefit Guarantee is in effect. The Paid Up Death Benefit Guarantee provides an opportunity to lock in all or a portion of your policy’s death benefit, provided certain conditions are met. Please see the appropriate variable life insurance policy prospectus for more information.

Extended No Lapse Guarantee Rider

Please note that the MSO is not available while the Extended No Lapse Guarantee Rider is in effect. You must terminate the Extended No Lapse Guarantee Rider before electing MSO. The Extended No Lapse Guarantee guarantees that your policy will not terminate for a certain number of years, provided certain conditions are met. Please see the appropriate variable life insurance policy prospectus for more information.

Requested Face Amount Increases

Please refer to the appropriate variable life insurance policy prospectus for conditions that will apply for a requested face amount increase.

If you wish to make a face amount increase during a Segment Term, the MSO requires that a minimum amount of policy account value be available to be transferred into the Unloaned GIO (if not already present in the Unloaned GIO), and that the balance after deduction of monthly charges remain there during the longest remaining Segment

Description of the Market Stabilizer Option^® 15

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Term subject to any loans as described above. This minimum amount will be any amount necessary to supplement the existing Charge Reserve Amount so as to be projected to be sufficient to cover all monthly deductions during the longest remaining Segment Term. Such amount will be determined assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account value, and that no further policy changes or additional premium payments are made.

Any necessary transfers to supplement the amount already present in the Unloaned GIO in order to meet this minimum requirement will take effect on the effective date of the face amount increase. There will be no charge for this transfer. Any transfer from the variable investment options including the MSO Holding Account will be made in accordance with your directions. Your transfer instructions will be requested as part of the process for requesting the face amount increase. If the requested allocation is not possible due to insufficient funds, the required amount will be transferred proportionately from the variable investment options, as well as the MSO Holding Account. If such transfers are not possible due to insufficient funds, your requested face amount increase will be declined.

Your right to cancel within a certain number of days

Please refer to the appropriate variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days and the Investment Start Date, which is the business day your investment first begins to earn a return for you. However, the policy prospectus provisions that address when amounts will be allocated to the investment options do not apply to amounts allocated to the MSO.

In those states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which you have allocated to the MSO into our EQ/Money Market investment option. If we have received all necessary requirements for your policy as of the day your policy is issued, on the first business day following the later of the twentieth day after your policy is issued or the Investment Start Date (30th day in most states if your policy is issued as the result of a replacement), we will re-allocate those amounts to the MSO Holding Account where they will remain until the next available Segment Start Date, at which time such amounts will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will re-allocate those amounts to the MSO Holding Account on the 20th day (longer if your policy is issued as the result of a replacement) following the date we receive all necessary requirements to put your policy in force at our Administrative Office. Your financial professional can provide further information on what requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated to the MSO Holding Account where they will remain for 20 days (unless the policy is issued as the result of a replacement, in which case amounts in the MSO Holding Account will remain there for 30 days (45 days in PA)). Thereafter, such amounts will be transferred to a new Segment of the MSO on the next available

Segment Start Date, subject to meeting the conditions described in this Prospectus.

Right to Discontinue and Limit Amounts Allocated to the MSO

We reserve the right to restrict or terminate future allocations to the MSO at any time. If this right were ever to be exercised by us, all Segments outstanding as of the effective date of the restriction would be guaranteed to continue uninterrupted until the Segment Maturity Date. As each such Segment matured, the balance would be reallocated to the Unloaned GIO and/or variable investment options per your instructions, or to the EQ/Money Market investment option if no instructions are received. We may also temporarily suspend offering Segments at any time and for any reason including emergency conditions as determined by the Securities and Exchange Commission. We also reserve the right to establish a maximum amount for any single policy that can be allocated to the MSO.

About Separate Account LIO

Amounts allocated to the MSO are held in a “non-unitized” separate account we have established under the Commissioner of Insurance in the State of Arizona. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of MONY America for its claims-paying ability. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the MSO are held in a separate account or our general account.

Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets supporting our obligations under MSO, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

16 Description of the Market Stabilizer  Option^®

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5. Distribution of the policies

The MSO is only available only under certain variable life insurance policies issued by MONY America. Extensive information about the arrangements for distributing the variable life insurance policies, including sales compensation, is included under “Distribution of the Policies” in the appropriate variable life insurance policy prospectus and in the statement of additional information that relates to that prospectus. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate of MONY America or an indirect wholly owned subsidiary of AXA Equitable.

Distribution of the policies 17

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6. Incorporation of certain documents by reference

This prospectus does not contain all the information set forth in the registration statement, certain portions of which have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the ‘‘SEC’’). The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our annual report on Form 10-K for the year ended December 31, 2011. Please refer to Form 10-K for a description of the Company and its business, including financial statements. The Company intends to send Owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company.

The SEC adopted rule 12h-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which became effective May 1, 2009. Rule 12h-7 exempts an insurance company from filing reports under the Exchange Act when the insurance company issues certain types of insurance products that are registered under the Securities Act of 1933 and such products are regulated under state law. The units of the Market Stabilizer Option^® described in this prospectus fall within the exemption provided under rule 12h-7. The Company is hereby providing notice that it is electing to rely on the exemption provided under rule 12h-7 effective May 1, 2012 or as soon as possible thereafter, and will be suspending filing reports under the Exchange Act.

The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC’s public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC’s website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Market Stabilizer Option^® (the ‘‘Registration Statement’’). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement.

Any statement contained in a document that is, or becomes part of this prospectus, will be considered changed or replaced for purposes of this prospectus if a statement contained in this prospectus changes or is replaced. Any statement that is considered to be a part of this prospectus because of its incorporation will be considered changed or replaced for the purpose of this prospectus if a statement contained in any other subsequently filed document that is considered to be part of this prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this prospectus.

We filed the Registration Statement and our Exchange Act documents and reports electronically according to EDGAR under CIK No. 0000835357. The SEC maintains a Web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person to whom this prospectus is delivered, a copy of any or all of the documents considered to be part of this prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of the Exchange Act reports (but not any other exhibits). Requests for documents should be directed to MONY Life Insurance Company of America, 1290 Avenue of the Americas, New York, New York 10104, Attention: Corporate Secretary (telephone: (212) 554-1234). You can access our website at www.axa-equitable.com.

Independent Registered Public Accounting Firm

[to be filed by amendment]

18 Incorporation of certain documents by reference

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Appendix I: Early Distribution Adjustment Examples

Hypothetical Early Distribution Adjustment Examples

A. Examples of Early Distribution Adjustment to determine Segment Distribution Value

The following examples represent a policy owner who has invested in both Segments 1 and 2. They are meant to show how much value is available to a policy owner when there is a full surrender of the policy by the policy owner or other full distribution from these Segments as well as the impact of Early Distribution Adjustments on these Segments. The date of such hypothetical surrender or distribution is the Valuation Date specified below and, on that date, the examples assume 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in notes (1)-(3) below.

Division of MSO into Segments	Segment 1 (Distribution after 3 months)	Segment 2 (Distribution after 9 months)	Total
Start Date	3rd Friday of July, Calendar Year Y	3rd Friday of January, Calendar Year Y
Maturity Date	3rd Friday of July, Calendar Year Y+1	3rd Friday of January, Calendar Year Y+1
Segment Term	1 year	1 year
Valuation Date	3rd Friday of October, Calendar Year Y	3rd Friday of October, Calendar Year Y
Initial Segment Account	1,000	1,000	2,000
Variable Index Benefit Charge	0.75%	0.75%
Remaining Segment Term	9 months / 12 months = 9/12 = 0.75	3 months / 12 months = 3/12 = 0.25

Example I – The Index is down 10% at the time of the Early Distribution Adjustment

Change in Index Value	–10%	–10%	Total
Put Option Factor	0.020673	0.003425
Early Distribution Adjustment	Put Option Component: 1000 * 0.020673 = 20.67 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 20.67 – 5.67 = 15.00	Put Option Component: 1000 * 0.003425 = 3.43 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 3.43 – 1.89 = 1.54	16.54
Segment Distribution Value	1000 – 15.00 = 985.00	1000 – 1.54 = 998.46	1,983.46
% change in principal due to the Put Option Component	-2.067%	-0.343%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-1.50%	-0.15%

Appendix I: Early Distribution Adjustment Examples A-1

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Example II – The Index is up 10% at the time of the Early Distribution Adjustment

Change in Index Value	10%	10%	Total
Put Option Factor	0.003229	0.000037
	Put Option Component: 1000 * 0.003229 = 3.23 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 Total EDA: 3.23 – 5.67 = –2.44	Put Option Component: 1000 * 0.000037 = 0.04 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89 Total EDA: 0.04 – 1.89 = –1.85
Early Distribution Adjustment			–4.29
Segment Distribution Value	1000 – (–2.44) = 1002.44	1000 – (–1.85) = 1001.85	2,004.29
% change in principal due to the Put Option Component	-0.323%	-.004%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.244%	0.185%

Example III – The Index is down 40% at the time of the Early Distribution Adjustment

Change in Index Value	–40%	–40%	Total
Put Option Factor	0.163397	0.152132
Early Distribution Adjustment	Put Option Component: 1000 * 0.163397 = 163.40 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 163.40 – 5.67 = 157.73	Put Option Component: 1000 * 0.152132 = 152.13 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 152.13 – 1.89 = 150.24	307.97
Segment Distribution Value	1000 – 157.73 = 842.27	1000 – 150.24 = 849.76	1,692.03
% change in principal due to the Put Option Component	-16.34%	-15.213%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	-15.773%	-15.024%

A-2 Appendix I: Early Distribution Adjustment Examples

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Example IV – The Index is up 40% at the time of the Early Distribution Adjustment

Change in Index Value	40%	40%	Total
Put Option Factor	0.000140	0.000000
Early Distribution Adjustment	Put Option Component: 1000 * 0.000140 = 0.14 Charge Refund Component: 1000 * 0.75 * (0.0075 / (1 – 0.0075)) = 5.67 Total EDA: 0.14 – 5.67 = –5.53	Put Option Component: 1000 * .000000 = 0.00 Charge Refund Component: 1000 * 0.25 * (0.0075 / (1 – 0.0075)) = 1.89 Total EDA: 0.00 – 1.89 = –1.89	–7.42
Segment Distribution Value	1000 – (–5.53) = 1005.53	1000 – (–1.89) = 1001.89	2,007.42
% change in principal due to the Put Option Component	-0.014%	0%
% change in principal due to the Charge Refund Component	0.567%	0.189%
Total % change in Segment Account Value due to the EDA	0.553%	0.189%

(1) Early Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor) – (Number of days between Valuation Date and Maturity Date) /( Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 – 0.0075) )]. The denominator of the charge refund component of this formula, i.e., “(1 – 0.0075),” is an adjustment that is necessary in order for the pro rata refund of the Variable Index Benefit Charge to be based on the gross amount on which that charge was paid by the policy owner on the Segment Start Date.

(2) Segment Distribution Value = (Segment Account Value) – (Early Distribution Adjustment).

(3) Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes – the standard measure used by the market to quote option prices – as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility – 25%; (2) Libor rate corresponding to remainder of segment term – 1.09% annually; (3) Index dividend yield – 2% annually.

B. Example of an Early Distribution Adjustment corresponding to a loan allocated to Segments, for the Segment Distribution Values

    and Segment Account Values listed above for a change in Index Value of –40%

This example is meant to show the effect on a policy if, rather than a full distribution, you took a loan in the circumstances outlined in Example III above when the Index is down 40%. Thus the policy owner is assumed to have an initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It is also assumed that 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

Loan Amount: 750

Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)-(d) below.

The Index is down 40% at the time of the Early Distribution Adjustment

Change in Index Value	–40%	–40%	Total
Segment Account Value before Loan	1,000.00	1,000.00	2,000.00
Loan Allocation(a)	373.34	376.66	750.00
Early Distribution Adjustment(b)	69.91	66.59	136.55
Segment Account Value after Loan(c)	556.73	556.72	1,113.45
Segment Distribution Value after Loan(d)	468.93	473.10	942.03

Appendix I: Early Distribution Adjustment Examples A-3

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(a) When more than one Segment is being used, we would allocate the loan between the Segments proportionately to the Segment Distribution Value in each. We take the Segment Distribution Value of each Segment (shown in Example III above) and divide it by the total Segment Distribution Values for Segments 1 and 2. This gives us the proportionate amount of the loan that should be allocated to each Segment. For example, for Segment 1, that would be 750 x (842.27/1,692.03) = 373.34

(b) This is the Early Distribution Adjustment that would be deducted from each Segment, as a result of the loan, based on the amount of the loan that is allocated to that Segment. It is equal to a percentage of the Early Distribution Adjustment that would apply if a full distribution from the Segment were being made, rather than only a partial distribution. This percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34 (the amount of reduction in Segment Distribution Value as a result of the loan) divided by 842.27 (the Segment Distribution Value before the loan). Thus, the Early Distribution Adjustment that is deducted for Segment 1 due to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73 Early Distribution adjustment shown in Example III above that would apply if a full rather than only a partial distribution from the Segment were being made). Of this 69.91, 72.43 would be attributable to the Put Option Component and -2.51 would be attributable to the Charge Refund Component (which are calculated by applying 44.32545% to the 163.40 Put Option Component and the 5.67 Charge Refund Component shown in Example III). Similarly, the Early Distribution Adjustment deducted as a result of the loan from Segment 2 would be 66.59, of which 67.43 would be attributable to the Put Option Component and -0.84 would be attributable to the Charge Refund Component.

(c) The Segment Account Value after Loan represents the Segment Account Value before Loan minus the Loan Allocation and the Early Distribution Adjustment. For example, for Segment 1, that would be 1,000 – 373.34 – 69.93 = 556.73.

(d) Segment Distribution Value after Loan represents the amount a policy owner would receive from a Segment if they decided to surrender their policy immediately after this loan transaction. We would take the pre-loan Segment Distribution Value (shown in Example III above) and subtract the Loan Allocation. For example, for Segment 1, that would be 842.27 – 373.34 = 468.93.

A-4 Appendix I: Early Distribution Adjustment Examples

                                    PART II

ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

                                                                 ESTIMATED
    ITEM OF EXPENSE                                               EXPENSE
    ---------------                                              ---------
    Registration fees........................................... $2,148.75
    Federal taxes...............................................       N/A
    State taxes and fees (based on 50 state average)............       N/A
    Trustees' fees..............................................       N/A
    Transfer agents' fees.......................................       N/A
    Printing and filing fees.................................... $  50,000*
    Legal fees..................................................       N/A
    Accounting fees.............................................       N/A
    Audit fees.................................................. $  20,000*
    Engineering fees............................................       N/A
    Directors and officers insurance premium paid by Registrant.       N/A
--------
*  Estimated expense.

ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS

   The By-Laws of MONY Life Insurance Company of America provide, in Article VI
as follows:

                                  ARTICLE VI

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

   SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or she is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his or
her conduct was unlawful; except that in the case of an action or suit by or in
the right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought or other court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably

                                      1

entitled to indemnity.

   The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of no contest or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

   SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of Title 10, Arizona Revised Statutes are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a "contract right" may not
be modified retroactively without the consent of such director, officer,
employee or agent.

   The indemnification provided by this Article shall not be deemed exclusive
of any other right to which those indemnified may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

   SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
By-Law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (1) Underwriting Agreement.

          (a) Wholesale Distribution Agreement dated April 1, 2005 by and
       between MONY Life Insurance Company of America, MONY Securities
       Corporation, and AXA Distributors, LLC, is incorporated herein by
       reference to the Registration Statement on Form S-3 (333-177419) filed
       on October 20, 2011.

          (b) Form of Brokerage General Agent Sales Agreement with Schedule and
       Amendment to Brokerage General Agent Sales Agreement among [Brokerage
       General Agent] and AXA Distributors, LLC, AXA Distributors Insurance
       Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC and AXA
       Distributors Insurance Agency of Massachusetts, LLC. incorporated herein
       by reference to post-effective amendment no. 7 to the registration
       statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

          (c) Form of Wholesale Broker-Dealer Supervisory and Sale Agreement
       among [Broker Dealer] and AXA Distributors, LLC. incorporated herein by
       reference to post-effective amendment no. 7 to the registration
       statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

          (d) General Agent Sales Agreement, dated June 6, 2005, by and between
       MONY Life Insurance Company of America and AXA Network, LLC, filed
       herewith.

          (i) First Amendment to General Agent Sales Agreement dated as of
       August 1, 2006 by and between MONY Life Insurance Company of America and
       AXA Network, incorporated herein by reference to Exhibit (c)(9) to the
       Registration Statement on Form N-6 (File No. 333-134304) filed on March
       1, 2012.

          (ii) Second Amendment to General Agent Sales Agreement dated as of
       April 1, 2008 by and between MONY Life Insurance Company of America and
       AXA Network, LLC, filed herewith.

          (e) Broker-Dealer Distribution and Servicing Agreement, dated June 6,
       2005, made by and between MONY Life Insurance Company of America and AXA
       Advisors, LLC, filed herewith.

         (2) Not Applicable.

         (3)(i) Articles of Incorporation.

         (a) Articles of Restatement of the Articles of Incorporation of MONY
     Life Insurance Company of America (as Amended July 22, 2004), incorporated
     herein by reference to post-effective amendment no. 7 to the registration
     statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

         (3)(ii) By-Laws.

         (a) By-Laws of MONY Life Insurance Company of America (as Amended
     July 22, 2004), incorporated herein by reference to post-effective
     amendment no. 8 to the registration statement on Form N-4 (File No.
     333-72632) filed on May 4, 2005.

       (4) Form of contract.

         (a) Variable Indexed Option Rider (R09-30), incorporated herein by
     reference to Exhibit 4 to the Registration Statement (File No. 333-167938
     on Form S-3, filed on September 30, 2010.

         (b) Variable Indexed Option Rider (ICC09-R09-30), filed herewith.

                                      2

       (5) Opinion and consent of counsel regarding legality

          (a) Opinion and consent of Dodie Kent as to the legality of
       securities being registered, filed herewith.

       (8) Not Applicable.

       (9) Not Applicable.

       (10) Material Contracts.

          (a) Services Agreement between The Mutual Life Insurance Company of
       New York and MONY Life Insurance Company of America, incorporated herein
       by reference to Post-Effective Amendment No. 22 to the registration
       statement on Form N-6 (File No. 333-06071) filed on April 30, 2003.

          (b) Amended and Restated Services Agreement between MONY Life
       Insurance Company of America and AXA Equitable Life Insurance Company
       dated as of February 1, 2005, incorporated herein by reference to
       Exhibit 10.2 to Annual Report (File No. 333-65423) on Form 10-K, filed
       on March 31, 2005.

       (11) Not Applicable.

       (12) Not Applicable.

       (15) Not Applicable.

       (16) Not Applicable.

       (21) Not Applicable.

       (23) Consents of Experts and Counsel.

          (a) Consent of independent registered public accounting firm to be
       filed by Amendment.

          (b) See Item (5) above.

       (24) Powers of Attorney.

          (a) Powers, of Attorney, filed herewith.

       (25) Not Applicable.

       (26) Not Applicable.

                                      3

ITEM 17.UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
             made, a post-effective amendment to this registration statement:

                 (i) to include any prospectus required by section 10
                     (a) (3) of the Securities Act of 1933;

                 (ii)to reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424 (b) if, in the aggregate,
                     the changes in volume and price represent no more than 20%
                     change in the maximum aggregate offering price set forth
                     in the "Calculation of Registration Fee" table in the
                     effective registration statement;

                (iii)to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

   provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and
   (a) (1) (iii) do not apply if the information required to be included in a
   post-effective amendment by those paragraphs is contained in periodic
   reports filed with or furnished to the Commission by the registrant pursuant
   to Section 13 or 15 (d) of the Securities Act of 1934 that are incorporated
   by reference in the registration statement, or is contained in a form of
   prospectus filed pursuant to Rule 424 (b) that is part of this Registration
   Statement.

         (2) That, for the purpose of determining any liability under the
             Securities Act of 1933, each such post-effective amendment shall
             be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof.

         (3) To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             termination of the offering.

         (4) That, for the purpose of determining liability under the
             Securities Act of 1933 to any purchaser, each prospectus filed
             pursuant to Rule 424 (b) as part of a registration statement
             relating to an offering, other than registration statements
             relying on Rule 430B or other than prospectuses filed in reliance
             on Rule 430A, shall be deemed to be part of and included in the
             registration statement as of the date it is first used after
             effectiveness. Provided, however, that no statement made in a
             registration statement or prospectus that is part of the
             registration statement or made in a document incorporated or
             deemed incorporated by reference into the registration statement
             or prospectus that is part of the registration statement will, as
             to a purchaser with a time of contract of sale prior to such first
             use, supersede or modify any statement that was made in the
             registration statement or prospectus that was part of the
             registration statement or made in any such document immediately
             prior to such date of first use.

                                      4

         (5) That, for the purpose of determining liability of the Registrant
             under the Securities Act of 1933 to any purchaser in the initial
             distribution of the securities: The undersigned Registrant
             undertakes that in a primary offering of securities of the
             undersigned Registrant pursuant to this registration statement,
             regardless of the underwriting method used to sell the securities
             to the purchaser, if the securities are offered or sold to such
             purchaser by means of any of the following communications, the
             undersigned Registrant will be a seller to the purchaser and will
             be considered to offer or sell such securities to such purchaser:
             (i) Any preliminary prospectus or prospectus of the undersigned
             Registrant relating to the offering required to be filed pursuant
             to Rule 424; (ii) Any free writing prospectus relating to the
             offering prepared by or on behalf of the undersigned Registrant or
             used or referred to by the undersigned Registrant; (iii) The
             portion of any other free writing prospectus relating to the
             offering containing material information about the undersigned
             Registrant or its securities provided by or on behalf of the
             undersigned Registrant; and (iv) Any other communication that is
             an offer in the offering made by the undersigned Registrant to the
             purchaser.

     (b) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                      5

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City and State of
New York, on this 13th day of March, 2012.

                         MONY Life Insurance Company of America
                                    (Registrant)

                         By:  /s/ Dodie Kent
                              -----------------------------------
                              Dodie Kent
                              Vice President and Associate General Counsel
                              MONY Life Insurance Company of America

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICERS:

*Mark Pearson                          Chairman of the Board, President and
                                       Chief Executive Officer, Director

PRINCIPAL FINANCIAL OFFICER:

*Richard S. Dziadzio                   Senior Executive Vice President and
                                       Chief Financial Officer and Treasurer

PRINCIPAL ACCOUNTING OFFICER:

*Alvin H. Fenichel                     Senior Vice President and Chief
                                       Accounting Officer

*DIRECTORS:

 Mark Pearson              Danny L. Hale             Ramon de Oliveira
 Henri de Castries         Anthony J. Hamilton       Lorie A. Slutsky
 Denis Duverne             Peter S. Kraus            Ezra Suleiman
 Charlynn Goins            Andrew J. McMahon         Richard C. Vaughan

*By:  /s/ Dodie Kent
      -------------------------
         Dodie Kent
         Attorney-in-Fact

March 13, 2012

                                 EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION                        TAG VALUE
-----------  ------------------------------------------------------  -----------

(1)(d)       General Agent Sales Agreement                           Ex-99.1d

(1)(d)(ii)   Second Amendment to General Agent Sales Agreement       Ex-99.1dii

(1)(e)       Broker-Dealer Distribution and Servicing Agreement      Ex-99.1e

(4)(b)       Variable Indexed Option Rider                           Ex-99.4b

(5) (a)      Opinion and Consent of Dodie Kent                       EX-99.5a

(24) (a)     Powers of Attorney                                      Ex-99.24a

EX-99.(1)(D)

GENERAL AGENT SALES AGREEMENT

AGREEMENT, dated as of June 6, 2005 by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”), a New York life insurance company, having offices at 1290 Avenue of the Americas, New York, New York 10104, and AXA NETWORK, LLC (“AXA Network”), a Delaware limited liability company having offices at 1290 Avenue of the Americas, New York, New York 10104 and the additional affiliated entities of AXA Network executing this Agreement below (AXA Network and such other entities being jointly and severally hereinafter referred to as the “General Agent”).

W I T N E S S E T H:

WHEREAS, MONY America is an insurance company which issues insurance products in the states and other jurisdictions covered by this Agreement;

WHEREAS, the General Agent is a general agent which sells insurance products in the states and other jurisdictions covered by this Agreement;

WHEREAS, MONY America desires to retain the General Agent to solicit applications from the general public for MONY America insurance products and to service the policies and contracts sold pursuant thereto and certain existing policies and contracts, and the General Agent desires to solicit such applications and service such policies and contracts;

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

ARTICLE I

Definitions

§1.1 Defined Terms. In addition to any terms defined elsewhere in this Agreement, the terms defined in this Section 1.1, whenever used in this Agreement, shall have the respective meanings indicated herein.

a. Agent — A person who (i) is either an employee or independent contractor of the General Agent, (ii) is duly licensed and qualified to sell the Products and service the Contracts which such person proposes to sell and service under the insurance laws of all states and jurisdictions in which such person proposes to make such sales and service such Contracts and (iii) only with respect to the sale of Variable Products by individuals, is also a Representative of the Broker-Dealer.

b. Application — An application for the purchase of a Contract made on the form from time to time delivered to the General Agent by MONY America for such purpose in accordance with MONY America’s Policies and Procedures.

c. Appointed Agent — An Agent appointed by MONY America to solicit Applications for the Products and to service Contracts in one or more states or jurisdictions.

d. Bank-Related Sales — Any Application (i) made on the premises of a bank, trust company, savings bank, savings and loan association, thrift, credit union or similar institution (as the case may be, a “Bank”); (ii) by means of personal, telephone, mail or other oral or written contacts originating from the premises of a Bank; or (iii) to persons who are referred to the General Agent by a Bank pursuant to customer lists, mailings, Bank employee referrals or otherwise

e. Broker-Dealer — AXA Advisors, LLC or such other registered broker-dealer as MONY America may from time to time designate as a Broker-Dealer hereunder in connection with the sale and servicing of Variable Products.

f. Broker-of-Record — As to any Contract, the general agent designated by MONY America from time to time as the entity responsible for effecting the sale or servicing of such Contract.

g. Contract — Any policy, contract or certificate evidencing an insurance or annuity obligation of MONY America in respect of any Product for which the General Agent is the Broker-of-Record.

h. MONY America Sales Materials — Sales Materials prepared by MONY America and delivered to the General Agent or prepared by the General Agent and approved by MONY America in writing for use by the General Agent in connection with the solicitation of Applications and the servicing of Contracts.

i. MONY America’s Policies and Procedures — Such policies and procedures, if any, with respect to the subject matter of this Agreement or any aspect thereof, including, without limitation, the solicitation and sale of Products, the solicitation and submission of Applications, the training and qualification of Appointed Agents and the servicing of Contracts, as MONY America may from time to time adopt on not less than thirty (30) days prior written notice to the General Agent.

j. Premium — Any premium, contribution or other consideration relating to a Contract.

k. Product — Any class of insurance policies or annuity products issued by MONY America which MONY America, in its sole discretion, may from time to time make available to the General Agent to sell or service.

l. Representative — An individual who is at one and the same time (i) an associated person (as that term is defined in Section 3(a)(18) of the Securities Exchange Act of 1934, as amended) of the Broker-Dealer; (ii) duly registered with the National Association of Securities Dealers, Inc. and any applicable state or other jurisdictional securities regulatory authorities as a registered person of the Broker-Dealer qualified to distribute variable life insurance policies and annuity contracts such as the Variable Products in the states or other jurisdictions in which such individual proposes to distribute such policies and contracts and (iii) not subject to a statutory disqualification (as that term is defined in the Securities Exchange Act of 1934, as amended).

m. Sales Materials — All promotional, sales, marketing and advertising materials relating to MONY America or the Products used or distributed in connection with the solicitation of Applications and/or servicing of Contracts, including, without limitation, illustrations, application forms, contract forms, prospectuses, advertisements (such as material published, or designed for use in, a newspaper, magazine or other periodical, radio, television, internet, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature or published article), and educational or training materials or other communications.

2

n. Securities Laws — All federal securities laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended; all applicable state or foreign securities laws; all rules and regulations promulgated with respect thereto and the Conduct Rules of the National Association of Securities Dealers, Inc.

o. Variable Product – Any Product which is regulated by the Securities Laws.

§1.2 Cross-references. All references in this Agreement to a Section, Article or Exhibit are to a section, article exhibit of this Agreement, unless otherwise indicated.

ARTICLE II

Product Sales

§2.1 Authority to Solicit and Service. MONY America hereby authorizes the General Agent to solicit Applications for the Products and to service the Contracts. The General Agent accepts such authorization and agrees to use its best efforts to find purchasers for such Products acceptable to MONY America and to service such Contracts. The General Agent acknowledges that the authorization to solicit Applications for the Products and service Contracts granted hereunder is not exclusive and that other agents and general agents will be soliciting applications for the Products and/or similar products and servicing MONY America policies and contracts in competition with the General Agent.

§2.2 Products Included Under Agreement. The Products which MONY America makes available to the General Agent are the sole classes of policies and contracts for which the General Agent is authorized to solicit Applications and sell Contracts pursuant to this Agreement. The Contracts for which the General Agent is designated as the Broker-of-Record are the sole policies and contracts which the General Agent is authorized to service hereunder.

§2.3 General Agent Qualifications. The General Agent warrants and represents that it is a life insurance agent licensed in each state and other jurisdiction in which it intends to perform its functions and fulfill its obligations hereunder. The General Agent shall, at all times when performing its obligations under this Agreement, be duly licensed to sell Products and service Contracts in each state or other jurisdiction in which it is soliciting Applications and/or servicing Contracts. The General Agent shall use its best efforts to become a licensed life insurance agent in all fifty states, the District of Columbia, the Virgin Islands and Puerto Rico and to continue to be so licensed throughout the term of this Agreement.

§2.4 Limitations on Authority. The General Agent shall not possess or exercise any authority on behalf of MONY America other than that expressly conferred pursuant this Agreement. The General Agent shall perform all its obligations hereunder and shall cause all Agents to act in all respects in connection with the subject matter hereof in accordance with MONY America’s Policies and Procedures. In particular, and without limiting the foregoing, the General Agent shall not have any authority, nor shall it permit any Agent, to (i) alter, modify, waive, forgive, cancel or change any of the terms, rates, charges or conditions of any Contract or other contract entered into pursuant to a Contract; (ii) make any representations concerning any of the terms, rates, charges or provisions of any Contract except as expressly authorized in writing by MONY America; (iii) extend the time for payment of any Premiums;

3

(iv) receive any moneys in payment of Premiums in respect of any Contract (except for the sole purpose of forwarding the same to MONY America) or (v) make any representations concerning any of the terms, rates, charges or provisions of any Contract except as expressly authorized in writing by MONY America.

§2.5 Independent Contractor Status. MONY America and the General Agent agree and confirm that the General Agent shall perform its obligations hereunder as an independent contractor and nothing herein contained shall constitute the General Agent, any of the Agents or any of the officers, directors, employees or representatives of the General Agent as employees of MONY America. In performing its obligations under this Agreement, the General Agent shall not be obligated or expected to devote its full time and energies to the performance of its obligations hereunder or to sell or solicit Applications for a specified number of Contracts, nor shall the General Agent be obligated or expected to solicit Applications for or sell the Products or service the Contracts on an exclusive basis.

§2.6 Compliance With Applicable Laws. The General Agent shall perform its obligations hereunder in compliance with, and cause its Agents to comply with, all applicable insurance laws and regulations, including, without limitation, state insurance laws and regulations governing insurance-related activities and transactions. Notwithstanding the foregoing, MONY America has retained the Broker-Dealer to oversee compliance with the Securities Laws in connection with the solicitation, offering and servicing of Variable Products, but the General Agent shall not violate any of the Securities Laws in performing its obligations hereunder. The General Agent shall notify MONY America immediately in writing if it receives notice of any governmental inquiry concerning its compliance or the compliance of any of its Agents with any laws or regulations in connection with the performance of its obligations hereunder or if it otherwise learns that it is not in compliance with any such law or regulation.

§2.7 Restrictions on Sales Activity. The General Agent shall not offer or attempt to offer any Contract, nor solicit Application for a Contract, nor deliver any Contract, in any state or other jurisdiction in which such Contract may not lawfully be sold or offered for sale, or permit any Agent to make any such offer, attempt to offer, solicitation or delivery. For purposes of determining where any Product may be offered and Applications solicited, the General Agent may rely on written notification, as revised from time to time, received from MONY America.

ARTICLE III

Variable Products

§3.1 Sales of Variable Products. Notwithstanding anything to the contrary contained in this Agreement, solicitations and offers to sell Variable Products and the servicing of Contracts for Variable Products may only be made jointly with the Broker-Dealer. The General Agent shall not permit any Appointed Agent to solicit Applications or sell or service a Contract for any Variable Product unless such Appointed Agent is at the time of such solicitation, sale and/or servicing a Representative of the Broker-Dealer. The General Agent may rely on the instructions of the Broker-Dealer concerning the Securities Laws in connection with the sale and servicing of the Variable Products.

§3.2 Compliance with SEC No Action Letter. The General Agent warrants and represents that, in connection with the offering of Variable Products hereunder, it is presently in compliance with Howard & Howard (sub. nom. First of America Brokerage Services, Inc.) (avail. Sept. 28, 1995), a no action letter issued by the staff of the Securities and Exchange Commission with respect to the non-registration as a broker-dealer of an insurance agency associated with a registered broker-dealer (the “No Action Letter”). The General Agent shall, at all times during the term of this Agreement, perform all

4

obligations on its part to be performed in compliance with the No Action Letter, as the same may be hereafter modified and amended by additional no action letters, legislation and/or regulations. The General Agent shall not at any time during the term hereof solicit any Application or offer to sell any Contract for a Variable Product unless the General Agent is then in compliance with the No Action Letter.

ARTICLE IV

Appointed Agents

§4.1 Agent Solicitation. The General Agent shall not permit any individual to solicit an Application or offer to sell a Contract for a Product or service any Contract unless such individual is at the time of such solicitation and/or offer or servicing an Appointed Agent hereunder. The General Agent shall not permit any Appointed Agent who at any time ceases to satisfy all of the qualifications set forth in the definitions of Agent and/or Appointed Agent in Article I above to solicit any Applications or sell or service any Contracts. The General Agent shall not, and shall not permit any Appointed Agent to, recommend the purchase of any Product to any customer without having reasonable grounds to believe that such purchase is suitable for such customer, based on information supplied by such customer after reasonable inquiry into such customer’s insurance and investment objectives and financial situation and needs in accordance with applicable state insurance laws, rules or regulations.

§4.2 Authority to Recommend Agent Appointments. The General Agent may recommend Agents to MONY America for appointment as Appointed Agents. MONY America reserves the right in its sole discretion to refuse to appoint any Agent proposed by the General Agent as an Appointed Agent. MONY America also reserves the right, in its sole discretion, to terminate the appointment of any Appointed Agent. The making of any recommendation by the General Agent shall be deemed to constitute the warranty and representation of the General Agent that the individual being recommended (a) satisfies all the criteria set forth in the definition of “Agent” in this Agreement and (b) has the qualifications, good character and moral fitness to act as an Appointed Agent and to hold himself or herself out as such to the general public. The General Agent shall, upon written request, confirm such warranties and representations in writing and shall furnish MONY America with evidence of the same, acceptable to MONY America and including, without limitation, proof of proper licensing and registration. It is also understood and agreed that all matters concerning the licensing and/or registration of any individual recommended for appointment as an Appointed Agent under any applicable state insurance law shall be a matter directly between the General Agent and such individual. The General Agent shall promptly notify MONY America if, at any time during the term hereof, any Appointed Agent fails to satisfy any of the qualifications set forth in the foregoing warranty and representation. Nothing in this Agreement shall be construed as requiring MONY America to obtain a license or registration or issue a consent or appointment to enable any particular individual to sell any Product. MONY America shall have no obligation or responsibility for licensing insurance agents under applicable state insurance laws.

§4.3 Supervisory Responsibilities. The General Agent shall be responsible for the training, supervision, control and conduct of the Appointed Agents in connection with their activities as insurance agents hereunder. The General Agent shall supervise compliance by the Appointed Agents in respect of all the terms and conditions of this Agreement in the performance of all activities with respect to the subject matter hereof. The General Agent shall not be responsible for the training, supervision, control or conduct of the Appointed Agents in their capacity as Representatives of the Broker-Dealer.

5

§4.4 Tax Reporting Responsibility. The General Agent shall be solely responsible under applicable tax laws for the reporting of compensation paid to the Agents and for any withholding of taxes from compensation paid to the Agents, including, without limitation, FICA, FUTA, and federal, state and local income taxes.

ARTICLE V

Sales Practices

§5.1 Applications. Completed Applications shall be promptly delivered to MONY America at such address as MONY America may from time to time specify. MONY America shall have the right in its sole discretion to reject any Application and refund any Premium received.

§5.2 Sales Materials. MONY America will provide all MONY America Sales Materials (other than MONY America Sales Materials prepared by the General Agent and approved by MONY America) to be used and/or distributed by the General Agent and the Appointed Agents in connection with the solicitation of Applications and sale or servicing of Contracts pursuant to this Agreement. The General Agent shall not, and shall not permit any Appointed Agent to, solicit any Application or offer to sell or service any Contract without delivering all MONY America Sales Materials to the prospective purchaser required by applicable state insurance laws, rules or regulations and MONY America’s Policies and Procedures. All MONY America Sales Materials shall be and remain the sole and exclusive property of MONY America and shall be used or distributed by the General Agent and the Appointed Agents solely and exclusively in connection with the solicitation of Applications and/or servicing of Contracts. The General Agent shall not, and shall not permit anyone to, distribute any Sales Materials with respect to MONY America and/or the Products other than MONY America Sales Materials and the General Agent shall not permit anyone other than Appointed Agents to use or distribute MONY America Sales Materials. No MONY America Sales Materials shall be used or distributed in any state or other jurisdiction unless approved by MONY America for use and/or distribution in such state or other jurisdiction. Notwithstanding the foregoing, to the extent MONY America Sales Materials with respect to any Variable Product may only be used and/or distributed by a registered broker-dealer and its registered representative, the General Agent shall have no obligation hereunder with respect to such Sales Materials. Upon the termination of this Agreement, the General Agent will promptly destroy or return to MONY America all MONY America Sales Materials and other materials and supplies furnished by MONY America to the General Agent, except in each case to the extent copies are required for the maintenance of records.

§5.3 Limitations on Advertising. The General Agent shall not, and shall not permit any Appointed Agent to, advertise for, on behalf of, or with respect to MONY America or any of the Products without prior approval and authorization from MONY America.

§5.4 Restrictions on Bank Sales. The General Agent shall not, without the prior consent of MONY America in each instance, offer or attempt to offer any Product nor solicit any Application for any Product (i) by means of personal, telephone, mail or other oral or written contacts originating from the premises of a bank, trust company, savings bank, savings and loan association, thrift, credit union or similar institution or (ii) to persons referred to them by any such institution or through any customer lists, mailings, employee referrals or any other sources of any such institution.

§5.5 Replacements of MONY America Products. The General Agent shall not, and shall not permit any Agent to encourage any customer to, surrender or replace a life insurance policy or annuity contract issued by MONY America in order to purchase a Contract or, conversely, to surrender or

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exchange a Contract in order to purchase another life insurance policy or annuity contract issued by MONY America, except to the extent such surrenders or exchanges are made in accordance with MONY America’s Policies and Procedures. In the event that a life insurance policy or annuity contract issued by MONY America is surrendered or exchanged in order to purchase a Contract, no compensation shall be paid under this Agreement except as expressly provided to the contrary in Exhibit A.

§5.6 Premiums. All payments on account of Premiums for any Contract shall be made in accordance with the relevant Contracts and other MONY America Sales Materials as well as MONY America’s Policies and Procedures. MONY America shall not be liable for any error made in the investment of any Premium forwarded to MONY America by the General Agent unless written instructions for investing such Premium were delivered to MONY America simultaneously with or prior to the time such Premium was forwarded to MONY America and such error resulted from MONY America’s negligence, gross negligence or intentional misconduct.

§5.7 Misdirected Payments. In the event that Premiums or loan repayments are sent to the General Agent or any Agent, rather than to MONY America, the General Agent shall, or shall cause such Agent to, promptly remit such Premiums or loan repayments to MONY America.

§5.8 Delivery of Contracts. Upon the acceptance of an Application by MONY America and receipt of the appropriate Premium therefor, MONY America will forward the Contract applied for to the General Agent for delivery to the purchaser thereof, and the General Agent shall deliver the Contract to the purchaser within such period as may be allowed or required by MONY America’s Policies and Procedures. Each Contract delivered to a purchaser shall be accompanied by a form of acknowledgment of receipt and such additional materials as MONY America may from time to time require. The General Agent shall request that the purchaser execute and return such acknowledgment of receipt and other materials to MONY America within ten (10) days following receipt of the Contract and shall inform such owner in writing that, unless and until such acknowledgment of receipt is executed and returned to MONY America, no financial transactions with respect to the Contract requested by such owner shall be effected by MONY America except upon receipt of written instructions signed by such owner, accompanied by a signature guaranty, in form acceptable to MONY America. For purposes of this provision, no Contract shall be deemed to be issued by MONY America until delivered by the General Agent to the purchaser thereof, together with the acknowledgment and other materials provided for herein.

§5.9 Refunds of Premiums. In the event that MONY America rejects an Application or a customer exercises his or her free look right under a Contract in a timely manner, MONY America will refund any Premium received by MONY America on account of such Application or Contract to the applicant or customer, as the case may be, unless any portion of the Premium was paid to MONY America by another insurance company as part of a 1035 exchange, in which case such portion shall be refunded to such other insurance company. MONY America will promptly notify the General Agent of all Premiums refunded and the party to whom such refunds were paid.

§5.10 Directions Given on Behalf of Customers. MONY America may from time to time in accordance with MONY America’s Policies and Procedures accept transfer or other instructions with respect to Contracts given by an Appointed Agent on behalf of his or her customers, provided that the Appointed Agent has first obtained from the customer written authorization therefor in form acceptable to MONY America. The General Agent shall be solely responsible for the accuracy and propriety of any instruction given or action taken by an Agent on behalf of a customer. MONY America shall not have any responsibility or liability for any action taken or omitted by it in good faith in reliance on or by acceptance of such an instruction or action. No instructions shall be given or actions taken by an Agent on behalf of a customer except in accordance with MONY America’s Policies and Procedures.

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§5.11 Restrictions on Certain Investment Services. Without the prior consent of MONY America in each instance, the General Agent shall not, nor shall it permit any Agent to, adopt, implement or offer any program, plan, arrangement or service to allocate Premiums and/or Variable Account investments for market timing purposes, whether conducted under powers of attorney or otherwise.

ARTICLE VI

Confidentiality, Reporting and Recordkeeping

§6.1 Confidentiality. MONY America and the General Agent shall maintain the confidentiality of all client lists, operations manuals, training manuals and materials, products manuals or any other proprietary information acquired from the other as a result of the contractual relationship contemplated in this Agreement and shall not use such information for any purpose except in furtherance of the purposes hereof without prior consent. Neither MONY America nor the General Agent shall use, disclose, reveal or publish any confidential information so acquired to market products or services for itself directly or indirectly without the prior consent of the other. Nothing contained in this Section 6.1 to the contrary shall prohibit either party hereto from disclosing any information which such party is, in the opinion of such party’s counsel, compelled to disclose by law, regulation, court action or similar process.

§6.2 Names and Trademarks. The General Agent shall not shall use, nor permit any Agent to use, the MONY America name or any other name, trademark, service mark, symbol or trade style that is now or may hereafter be owned by MONY America, except in the manner and to the extent that such use is specifically authorized by MONY America.

§6.3 Maintenance of Books and Records. The General Agent shall maintain such books and records concerning the activities of the Agents as may be required by state insurance departments and other regulatory agencies to reflect adequately the Contracts processed and/or serviced pursuant hereto. The General Agent shall make such books and records available to MONY America, its accountants, auditors and other representatives and all state and federal regulators at any reasonable time upon written request. Each party shall be and remain sole owner of its records, including but not limited to business and corporate records, regardless of the use or possession by either party of the other party’s records. The books, accounts and records of MONY America and the General Agent as to all transactions between them under this agreement shall be maintained so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as is necessary to support the reasonableness of the charges under this Agreement. MONY America and the General Agent shall each individually maintain separate books, accounts and records in respect to personnel, property and services provided under this Agreement and shall cooperate and use reasonable efforts to prepare and/or obtain in a timely fashion any and all books, accounts, records or other documentation as may be necessary or desirable in connection with this Agreement and/or the personnel, property or services provided hereunder.

§6.4 Reports to Insurers. The General Agent shall promptly furnish to MONY America at any reasonable time upon written request any reports and information which MONY America may reasonably require for the purpose of meeting its reporting and record keeping requirements under the insurance laws of any state, under any applicable federal or state securities laws, rules or regulations, or the rules of the National Association of Securities Dealers, Inc.

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ARTICLE VII

Compensation, Fees and Expenses

§7.1 Compensation Schedule. MONY America shall pay to the General Agent, as compensation for the Contracts for which the General Agent is then the Broker-of-Record, the amounts with respect such Contracts provided in the schedules set forth in Exhibit A attached hereto and made a part hereof, as the same may be modified and amended from time to time by MONY America in its sole discretion on not less than ten (10) days prior written notice. In no event shall any compensation due and payable hereunder be in excess of any limitations on compensation imposed by Section 4228 of the New York Insurance Law or any other applicable law or regulation.

§7.2 Limitations on Compensation. The compensation provided in Section 7.1 above shall constitute compensation in full for all services to be performed by the General Agent hereunder. No compensation or reimbursement of any kind shall be due and payable to the General Agent pursuant to this Agreement except as expressly set forth in Exhibit A, as the same may be amended from time to time as above provided. Except as provided in MONY America’s Policies and Procedures, no compensation or reimbursement of any kind otherwise due and payable hereunder in respect of any Contract shall be due and payable unless and until all Premiums then due and payable to MONY America pursuant to such Contract have been received and accepted by MONY America. No compensation will be due and payable hereunder in respect of any Application rejected by MONY America or any Contract for which the free look right has been exercised, except as otherwise provided to the contrary in Exhibit A attached hereto, and the General Agent shall promptly reimburse MONY America for the amount of any compensation previously paid to the General Agent in connection therewith.

§7.3 Costs and Expenses Paid by General Agent. Except as expressly provided in this Agreement to the contrary, the General Agent shall be solely responsible for the payment of all costs and expenses incurred by it in the performance of its obligations under this Agreement, including, without limitation, all costs and expenses from time to time of appointing and reappointing Appointed Agents.

§7.4 Broker-Dealer Fees and Expenses. All fees and other compensation, if any, due and payable to the Broker-Dealer in connection with the solicitation and sale of Variable Products as contemplated herein shall be the sole and exclusive obligation of MONY America, and the General Agent shall have no obligation to pay any such fees or other compensation or reimburse the Broker-Dealer for any costs or expenses incurred by the Broker-Dealer in connection therewith, except as the General Agent and the Broker-Dealer may from time to time agree to the contrary.

§7.5 No Rights of Agents to Compensation Paid by MONY America. No Agent, director, officer, employee or representative of the General Agent shall have any interest in this Agreement or any right to any compensation or other sums dues and payable hereunder. The General Agent shall be solely responsible for the payment of all commissions and other consideration of any kind to the Agents.

ARTICLE VIII

Complaints and Investigations

§8.1 Customer Complaints. MONY America and the General Agent shall give prompt notice to the other of any customer complaint (as such term is defined in MONY America’s Policies and Procedures) received by such party or any affiliate thereof in connection with, relating to or arising out of any Product, the solicitation of Applications pursuant hereto, any Contract issued pursuant to this

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Agreement or any activity or conduct pertaining to the subject matter of this Agreement. A copy of the customer complaint received (or a written summary thereof if made orally) shall accompany such notice. Copies of all materials relevant to such customer complaint shall, upon the written request of any other party hereto, be promptly provided to the party requesting the same. MONY America and the General Agent will cooperate in investigating all customer complaints, will consult with each other prior to responding to a customer complaint received by any of them and will attempt in good faith to reach agreement on the response to each such customer complaint. If the parties are unable to agree on the response to any customer complaint, each party shall have the right, upon prior notice to the other parties, to issue its own response to such customer complaint, whether or not such complaint was originally addressed to such party. Each party shall promptly give the other parties copies of each response issued by such party.

§8.2 Regulatory and Judicial Proceedings. MONY America and the General Agent shall give prompt notice to the other of the commencement of any regulatory investigation, proceeding or inquiry or of any judicial action or proceeding in connection with, relating to or arising out of the solicitation of Applications pursuant hereto, any Contract issued pursuant to this Agreement or any activity or conduct pertaining thereto of which such party or any affiliate thereof has knowledge. The parties shall each cooperate fully in any such regulatory investigation, proceeding or inquiry or of any judicial action or proceeding. Copies of all materials relevant to any such regulatory investigation, proceeding or inquiry or of any judicial action or proceeding in the possession of any party hereto shall, upon the written request of any other party hereto, be promptly provided to the party requesting the same.

ARTICLE IX

Term of Agreement

§9.1 Term. This Agreement shall become effective as of the date first above written and shall continue in full force and effect from year to year thereafter, until terminated as herein provided.

§9.2 Termination. This Agreement may be terminated by any party hereto on default or, absent default, on not less than sixty (60) days’ prior written notice to the other parties or by an agreement in writing signed by all of the parties hereto, specifying the effective date of termination, provided that any electronic data processing services provided pursuant to this Agreement shall not be terminated by either party until one hundred and eighty (180) days or more advance written notice of termination. Subject to the terms (including any limitations and restrictions) of any applicable software licensing agreement then in effect between General Agent and any licensor, General Agent shall, upon termination of this Agreement, grant to MONY America a perpetual license, without payment of any fee, in any electronic data processing software developed or used by General Agent in connection with the services provided to General Agent hereunder, if such software is not commercially available and is necessary, in MONY America’s reasonable judgment, for MONY America to perform subsequent to termination the functions provided by General Agent hereunder.

§9.3 Survival. Upon termination of this Agreement, all authorizations, rights, and obligations shall cease except as expressly provided to the contrary herein and except for the obligations of the parties to settle accounts hereunder, including the settlement of monies due in connection with Products in effect at the time of termination or issued pursuant to applications received by MONY America prior to termination, and the agreements contained in Articles VI, VIII and X.

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ARTICLE X

Indemnification

§10.1 Indemnification of MONY America. The General Agent shall indemnify and hold harmless, MONY America, all direct and indirect MONY America subsidiaries and all officers, directors, employees and representatives of the foregoing from and against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any breach of any warranty or representation by the General Agent hereunder or any default or other failure on the General Agent’s part to perform any of its obligations hereunder.

§10.2 Indemnification of General Agent. MONY America shall indemnify and hold harmless the General Agent, its parent AXA Distribution Holding Company, all direct and indirect subsidiaries of AXA Distribution Holding Company and all officers, directors, employees and representatives of the foregoing from and against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any breach of any warranty or representation by the MONY America hereunder or any default or other failure on MONY America’s part to perform any of its obligations hereunder:

§10.3 Notification and Procedures. After receipt by a party entitled to indemnification (“Indemnified Party”) under this Article X of notice of the commencement of any action or threat of such action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this Article X (“Indemnifying Party”), such Indemnified Party will notify the Indemnifying Party in writing of the commencement thereof as soon as practicable thereafter, provided that the omission so to notify the Indemnifying Party will not relieve it from any liability under this Article X, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if such proceeding is settled with such consent or if final judgment is entered in such proceeding for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

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ARTICLE XI

Audit Rights

§11.1 MONY America, AXA Network and any governmental agency having jurisdiction over either or both of the companies, at the companies’ expense, shall each have the right to conduct an audit of the other’s books, records and accounts with respect to services provided hereunder, giving reasonable notice of its intent to conduct such an audit. In the event of such an audit, each shall give to the other reasonable cooperation and access to all books, records and accounts necessary to the audit.

§11.2 MONY America and AXA Network shall be and remain sole owner of their respective records, including but not limited to business and corporate records, regardless of the use or possession by either of the other’s records. MONY America and AXA Network shall each individually maintain separate books, accounts and records in respect to the services provided under this Agreement and shall cooperate and use reasonable efforts to prepare and/or obtain in a timely fashion and all books, accounts, records or other documentation as may be necessary or desirable in connection with this Agreement and/or the services provided hereunder. All records shall be maintained in accordance with applicable law and regulation, including but not limited to, New York Insurance Department Regulation No. 152.

§11.3 The books, accounts and records of MONY America and AXA Network as to all transactions between them under this Agreement shall be maintained so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as is necessary to support the reasonableness of the charges under this Agreement. The companies shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by the companies and persons authorized by it or any governmental agency having jurisdiction over either or both of the companies during all reasonable business hours.

ARTICLE XI

Miscellaneous

§12.1 Headings. The headings in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

§12.2 Prior Agreements and Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, either oral or written, between the parties with respect to the Products, the solicitation of Applications and the sale and servicing of Contracts and may not be modified or amended in any way except in writing signed by both parties hereto unless expressly provided to the contrary herein.

§12.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which taken together shall constitute one and the same instrument.

§12.4 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

§12.5 Arbitration. Should an irreconcilable difference of opinion between MONY America and AXA Network arise with respect to the interpretation of any matter respecting this Agreement, it is hereby mutually agreed that such differences shall be submitted to arbitration as the sole remedy available to the parties. Such arbitration shall be by three arbitrators in accordance with the rules of the

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American Arbitration Association, such arbitrators shall have extensive experience in the insurance industry, and the arbitration shall take place in New York, New York. Each party shall bear its own expense in connection with the arbitration, and the fees and expenses of the arbitrators and any other expenses of the arbitration shall be shared equally by the parties.

§12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws provisions.

§12.7 No Waiver of Rights. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. Failure of any party to insist upon strict compliance with any of the terms and/or conditions of this Agreement shall not be construed as a waiver of any of the terms and/or conditions, but the same shall remain in full force and effect. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers.

MONY LIFE INSURANCE COMPANY OF AMERICA		AXA NETWORK, LLC
By:	/s/ Stanley B. Tulin	AXA NETWORK OF ALABAMA, LLC AXA NETWORK OF CONNECTICUT, MAINE AND NEW YORK, LLC AXA NETWORK INSURANCE AGENCY OF MASSACHUSETTS, LLC AXA NETWORK OF PUERTO RICO, INC. AXA NETWORK INSURANCE AGENCY OF TEXAS, INC.
	Stanley B. Tulin Vice Chairman and Chief Financial Officer
		By:	/s/ Robert Jones
			Robert Jones
			Chairman of the Board

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EXHIBIT A

SCHEDULE 1

EFFECTIVE AS OF June 6, 2005

General Agent Compensation

For

Life Insurance Products

Compensation to General Agent in connection with the sale and servicing of life insurance policies will be calculated on a policy by policy basis. Total compensation to General Agent in respect of the sale and servicing of each life insurance policy will be a percentage of the premiums received by MONY America and, where applicable, fund-based basis points as more particularly set forth in the following tables:

Commissions on New Sales of Individual Permanent Life Insurance Products:

Type of Premium	Percentage
MONY VUL
First policy year up to Target		110.0	%
Excess Premiums (Policy Year 1)		4.0	%
Renewals1		5.0	%
Asset Based Trailer		0.0	%
MONY ISWL
First policy year up to Target		110.0	%
Excess Premiums (Policy Year 1)		4.0	%
Renewals1		4.0	%
Group UL
First Policy Year up to Target		110	%
Excess Premiums (Policy Year 1)		4.0	%
Renewals1		4.8	%

¹  Policy Year 2 and later

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Type of Premium	Percentage
Corporate Owned Life Insurance
First Policy Year up to Target		30.8	%
Excess Premiums (Policy Year 1)		13.6	%
Renewals2		15.0	%
Asset Based Trailer2		0.20	%3
Bank Owned Life (BOLI)
Single Premium		5.0	%
Asset Based Trailer2		0.25	%3
All Other MLOA Products
First Policy Year up to Target		110.0	%
Excess Premiums (Policy Year 1)		4.0	%
Renewals2		5.0	%
Asset Based Trailer		0.0	%

Commissions on New Sales of Individual Term Life Insurance Products:

Type of Premium	Percentage
First Year
10 Year Level Term		110	%
15 Year Level Term		120	%
20 Year Level Term		130	%
30 Year Level Term		130	%
Yearly Renewable Term		95	%
Renewals		0.0	%

Commissions on In-force Permanent Life Insurance Products (except COLI and BOLI):

Type of Premium	Percentage
Renewals2		5.0	%
Asset Based Trailer		0.0	%

²  Policy Year 2 and later.

³  Based on unloaned policy account value.

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Commissions on In-force COLI:

Type of Premium	Percentage
Renewals4		15.0	%
Asset Based Trailer4		0.20	%5

Commissions on In-force BOLI:

Type of Premium	Percentage
Asset Based Trailer4		0.25	%5

Commissions on In-force Term Life Insurance Products:

Type of Premium	Percentage
Renewals6		3.0	%
Renewals7		0.0	%

⁴  Policy Year 2 and later.

⁵  Based on unloaned policy account value

⁶  Applies to policies issued prior to 7/29/02.

⁷  Applies to policies issued on or after 7/29/02.

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EXHIBIT A

SCHEDULE 2

EFFECTIVE AS OF June 6, 2005

General Agent Compensation for Annuity Sales and Servicing

Compensation to the General Agent in connection with the sale and servicing of annuity contracts will be calculated on a contract by contract and certificate by certificate basis. Total compensation to the General Agent in respect of the sale and servicing of each health insurance contract or policy will be a percentage of the consideration received by MONY America and, where applicable, fund-based basis points as more particularly set forth in the following table:

Commissions on New Sales of Non-Variable Annuities:

Type of Consideration	Percentage
First Contract Year		8.5	%
Renewals8		8.5	%

Commissions on New Sales of Variable Annuities:

Type of Consideration	Percentage
First Contract Year		6.5	%
Renewals9		6.5	%
Asset Based Trailer9		0.25	%9

Commissions on In-Force Non-Variable Annuities:

Type of Consideration	Percentage
Renewals9		8.5	%

Commissions on In-Force Variable Annuities:

Type of Consideration	Percentage
Renewals9		6.5	%
Asset Based Trailer9		0.25	%10

⁸  Contract Year 2 and later.

⁹  Based on unloaned policy account value

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EX-99.(1)(D)(II)

SECOND AMENDMENT

TO

GENERAL AGENT SALES AGREEMENT

SECOND AMENDMENT TO GENERAL AGENT SALES AGREEMENT, dated as of April 1, 2008 by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”), an Arizona life insurance company, and AXA NETWORK, LLC and the additional affiliated entities of AXA Network, LLC executing this Agreement below (collectively, the “General Agent”).

MONY Life and the General Agent hereby modify and amend the General Agent Sales Agreement dated as of June 6, 2005 between them (the “Sales Agreement”) by restating Schedule 1 of Exhibit A of the Sales Agreement in its entirety as more particularly set forth on the restated Schedule 1 attached hereto to reduce the compensation on scheduled premiums on MONY Life’s One Year Term Life Insurance from 99% for all issue ages to 10% for issue ages below 80 and to 5% for issue ages 80 and above.

Except as modified and amended hereby, the Sales Agreement is in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to General Agent Sales Agreement to be duly executed and delivered as of the day and year first above written.

MONY LIFE INSURANCE COMPANY OF AMERICA		AXA NETWORK, LLC
		AXA NETWORK OF CONNECTICUT,
		MAINE AND NEW YORK, LLC
By:	/s/  Richard Dziadzio	AXA NETWORK OF PUERTO RICO, INC.
	Richard Dziadzio   Executive Vice President and       Chief Financial Officer	AXA NETWORK INSURANCE AGENCY
		OF TEXAS, INC.
		By:	/s/  Andrew McMahon
			Andrew McMahon         Chairman of the Board

EXHIBIT A

AMENDED AND RESTATED SCHEDULE 1

EFFECTIVE AS OF April 1, 2008

General Agent Compensation for Life Insurance Sales and Servicing

This Amended and Restated Schedule 1 of Exhibit A is effective as of the date set forth above and is attached to and made part of the General Agent Sales Agreement dated June 6, 2005 by and between MONY Life Insurance Company of America and AXA Network, LLC.

Compensation to General Agent in connection with the sale and servicing of life insurance policies will be calculated on a policy by policy basis. Total compensation to General Agent in respect of the sale and servicing of each life insurance policy will be a percentage of the premiums received by MONY America and, where applicable, fund-based basis points as more particularly set forth in the following tables:

Commissions on New Sales of Individual Permanent Life Insurance Products:

Type of Premium	Percentage
MONY VUL
First policy year up to Target	110.0%
Excess Premiums (Policy Year 1)	4.0%
Renewals1	5.0%
Asset Based Trailer	0.0%
MONY ISWL
First policy year up to Target	110.0%
Excess Premiums (Policy Year 1)	4.0%
Renewals1	4.0%
Group UL
First Policy Year up to Target	110%
Excess Premiums (Policy Year 1)	4.0%
Renewals1	4.8%

¹  Policy Year 2 and later

2

Exhibit A

Amended and Restated Schedule 1 (cont.)

Effective as of April 1, 2008

Type of Premium	Percentage
Corporate Owned Life Insurance
First Policy Year up to Target	30.8%
Excess Premiums (Policy Year 1)	13.6%
Renewals2	15.0%
Asset Based Trailer2	0.20%3
Bank Owned Life (BOLI)
Single Premium	5.0%
Asset Based Trailer2	0.25%3
All Other MLOA Products
First Policy Year up to Target	110.0%
Excess Premiums (Policy Year 1)	4.0%
Renewals2	5.0%
Asset Based Trailer	0.0%

Commissions on New Sales of Individual Term Life Insurance Products:

Type of Premium	Percentage
First Year
One Year Term Life             (GF #148-51)	10% (5% for issue ages  80 and     above)
10 Year Level Term	110%
15 Year Level Term	120%
20 Year Level Term	130%
30 Year Level Term	130%
Yearly Renewable Term	95%
Renewals	0.0%

Commissions on In-force Permanent Life Insurance Products (except COLI and BOLI):

Type of Premium	Percentage
Renewals2	5.0%
Asset Based Trailer	0.0%

²  Policy Year 2 and later.

³  Based on unloaned policy account value.

3

Commissions on In-force COLI:

Type of Premium	Percentage
Renewals4	15.0%
Asset Based Trailer4	0.20% 5

Commissions on In-force BOLI:

Type of Premium	Percentage
Asset Based Trailer4	0.25% 5

Commissions on In-force Term Life Insurance Products:

Type of Premium	Percentage
Renewals6	3.0%
Renewals7	0.0%

⁴ Policy Year 2 and later.

⁵ Based on unloaned policy account value.

⁶ Applies to policies issued prior to 7/29/02.

⁷ Applies to policies issued on or after 7/29/02.

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EX-99.(1)(E)

BROKER-DEALER DISTRIBUTION AND SERVICING AGREEMENT

This BROKER-DEALER DISTRIBUTION AND SERVICING AGREEMENT dated as of June 6, 2005 is made by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”) and AXA ADVISORS, LLC (“Broker-Dealer”).

WHEREAS, Broker-Dealer is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member of the National Association of Securities Dealers, Inc. (“NASD”);

WHEREAS, Broker-Dealer is a principal underwriter of EQ Advisors Trust and AXA Premier VIP Trust (collectively, “Trusts”), series mutual funds registered under the Investment Company Act of 1940 (“1940 Act”);

WHEREAS, MONY America issues certain life insurance and annuity products (“Variable Products”) whose net premiums or considerations are allocated in whole or in part to MONY America separate accounts (“Separate Accounts”) for investment in the Trusts;

WHEREAS, units of interest in the Separate Accounts are registered under the Securities Act of 1933 (“1933 Act”) to the extent such registration is required;

WHEREAS, MONY America has authorized AXA Network, LLC and its affiliates (collectively, “AXA Network”) to sell and service certain life insurance and annuity products issued by MONY, including the Variable Products, through agents who are associated with AXA Network (“AXA Network Agents”), in accordance with all insurance laws and regulations of every state and other jurisdiction in which it conducts business (the “Insurance Laws”);

WHEREAS, AXA Network is licensed, to the extent such licensing is required, as an insurance agent in all states and other jurisdictions in which its conducts business, but is not registered as a broker-dealer and is not a member of the NASD;

WHEREAS, MONY America has designated Broker-Dealer as a principal underwriter of the Variable Products pursuant to the 1934 Act and desires to engage Broker-Dealer to assume responsibility for compliance with broker-dealer requirements under federal and any applicable state or foreign securities laws and the NASD Rules of Fair Practice with respect to the offering of the Variable Products through AXA Network (collectively, “Securities Laws”), and Broker-Dealer desires to assume such responsibilities;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

Securities Law Responsibility for Variable Products

§1.1 MONY America hereby authorizes Broker-Dealer to act, and Broker-Dealer agrees to serve, as broker-dealer in connection with the offering of Variable Products by AXA Network and AXA Network Agents to the extent provided in this Agreement. Broker-Dealer shall be fully responsible for carrying out all compliance and supervisory obligations in connection with the offering of Variable Products by AXA Network and AXA Network Agents as required by the Securities Laws.

§1.2 Without limiting the generality of Section 1.1, Broker-Dealer agrees that it shall be fully responsible for:

(A) Requiring that each AXA Network Agent who is authorized to offer and sell the Variable Products is registered as a representative of Broker-Dealer and is appropriately registered or otherwise qualified to offer and sell the Variable Products under the Securities Laws;

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(B) Training, supervising and directing AXA Network Agents for purposes of complying on a continuous basis with the Securities Laws. In connection with the foregoing, Broker-Dealer shall:

(i) Establish and implement reasonable written procedures which provide for diligent supervision of sales practices of AXA Network Agents in accordance with the Securities Laws;

(ii) Require that AXA Network Agents shall recommend the purchase of Variable Products only upon reasonable grounds to believe that the purchase is suitable for each prospective purchaser in accordance with the Securities Laws, and verify their compliance with such requirement; and

(iii) Impose disciplinary measures on the AXA Network Agents who fail to comply with the Securities Laws in connection with the offering of Variable Products.

(C) Oversee compliance with the Securities Laws by all persons engaged directly or indirectly in operations of Broker-Dealer, MONY America and/or AXA Network related to the offer or sale of the Variable Products, each of whom shall be considered a “person associated” with Broker-Dealer, as defined in Section 3(a)(18) of the 1934 Act. Broker-Dealer shall have full responsibility for each such person with regard to his or her training, supervision and control under the Securities Laws, as contemplated by Section 15 of the 1934 Act, and, in that connection, shall have the authority to require that disciplinary action be taken with respect to such persons in accordance with the Securities Laws.

§1.3 Broker-Dealer represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the Securities Laws to offer the Variable Products in every state or other jurisdiction in which the Variable Products are available for sale, and Broker-Dealer agrees to maintain such status. Consistent with its designation as distributor of the

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Variable Products, as provided in Section 1.1 of this Agreement, Broker-Dealer acknowledges that it may be deemed to be an “underwriter” or a “principal underwriter” of the Variable Products, the Separate Accounts and the Trusts under the Securities Laws.

§1.4. Broker-Dealer represents that it has entered into a networking agreement with AXA Network in accordance with the terms and conditions described in the letter ruling issued by the staff of the Securities and Exchange Commission to Howard & Howard (sub. nom. First of America Brokerage Services, Inc.) (avail. Sept. 28, 1995) or any successor letter ruling with respect to payment of commissions and other fees by an insurance company directly to an insurance agency instead of a registered broker-dealer. Broker-Dealer further represents that such agreement is in full force and effect and shall perform all its obligations thereunder during the term hereof.

§1.5. Broker-Dealer’s responsibilities hereunder are limited to compliance with the Securities Laws, it being understood and agreed that MONY America and/or AXA Network shall have exclusive responsibility for compliance with the Insurance Laws. MONY America shall be solely responsible for the payment of commissions or other fees in connection with the sale and/or servicing of Variable Products to AXA Network and AXA Network shall be solely responsible for the payment of commissions or other fees with respect to the sale and/or servicing of Variable Products to AXA Network Agents, respectively, in accordance with the applicable agreements between them. Broker-Dealer shall not pay any commissions or other fees to AXA Network or to AXA Network Agents or reimburse AXA Network or any AXA Network Agent for any expenses incurred by them in connection with the sale and/or servicing of Variable Products by them. Broker-Dealer shall have no right or interest in any commissions or other fees payable by MONY America to AXA Network or by AXA Network to AXA Network Agents. Notwithstanding the foregoing, Broker-Dealer retains, to the extent required by the Securities Laws, the right to determine the rates of commission and other fees to be paid by MONY America to AXA Network and by AXA Network to AXA Network Agents in connection with Variable Products.

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§1.6 MONY America and Broker-Dealer shall each cause to be maintained and preserved such accounts, books and other documents in accordance with the Securities Laws. In particular, without limiting the foregoing, MONY America and Broker-Dealer shall cause all the books and records in connection with the offer and sale of Variable Products to be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act, to the extent that such requirements are applicable to the Variable Products. The payment of premiums, purchase payments, commissions and other fees and payments in connection with the Variable Products shall be reflected on the books and records of Broker-Dealer to the extent required by the Securities Laws.

§1.7 MONY America and Broker-Dealer shall cause to be submitted to all regulators and administrative bodies now or hereafter having jurisdiction under the Securities Laws over the offering of the Variable Products any information, reports, or other material that any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations.

§1.8 MONY America and Broker-Dealer agree and understand that, to the extend required by the Securities Laws, all documents, reports, records, books, files and other materials relative to the offering of Variable Products shall be the property of Broker-Dealer. Notwithstanding the foregoing, such documents, reports, records, books, files and other materials shall be the joint property of MONY, Broker-Dealer and/or AXA Network to the extent required by the Insurance Laws or other applicable laws or regulations and such joint ownership is permitted by the Securities Laws. All other documents, reports, records, books, files and other materials maintained relative to this Agreement shall be the property of MONY America and/or AXA Network, as they may agree between themselves. Upon the termination of this Agreement, all such material shall be returned to the applicable party.

§1.9 MONY America and Broker-Dealer shall cause each other to be furnished with such reports as each may reasonably request for the purpose of meeting their respective reporting and recordkeeping requirements under the Securities Laws, the Insurance Laws and any other applicable states or jurisdictions.

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ARTICLE II.

Procedures for Sale of Variable Products

§2.1 MONY America represents that units of interest of the Separate Accounts are registered under the 1933 Act to the extent such registration is required, that the Separate Accounts are registered under the 1940 Act unless exempt from such registration, and that the Variable Products are qualified to be sold under the Securities Laws and the Insurance Laws. MONY America further represent that it is a life insurance company duly organized under the laws of the State of New York and in good standing and authorized to conduct business under the laws of each state in which the Variable Products are offered and sold.

§2.2 Broker-Dealer will require that the AXA Network Agents use only the effective prospectuses, statements of additional information (“SAIs”) and other authorized materials in soliciting and selling the Variable Products. Broker-Dealer is not authorized to give any information or to make any representations concerning the Variable Products other than those contained in the current prospectus or SAI therefore filed with the Securities and Exchange Commission (“SEC”) or in such materials as MONY America may issue or approve.

§2.3 Broker-Dealer shall review all applications for Variable Products obtained by AXA Network Agents to determine if the Variable Product being applied for is suitable for the applicant pursuant to the Securities Laws, but all applications for Variable Products shall be subject to acceptance or rejection by MONY America at its discretion.

§2.4 MONY America shall be responsible for payment of the costs of printing the prospectuses, SAIs and sales material used in connection with the solicitation of applications for Variable Products and shall provide to Broker-Dealer copies of such prospectuses, SAIs and sales material in such amounts as Broker-Dealer shall reasonably request. MONY America shall make available to Broker-Dealer copies of all financial statements and other documents that Broker-Dealer shall reasonably for use in connection with the distribution of the Variable Products.

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§2.5 Notwithstanding anything in this Agreement to the contrary, Broker-Dealer and AXA Network may, subject to the prior approval of MONY America, enter into agreements with independent broker-dealers to supervise and oversee the sale of Variable Products under the Securities Laws by independent general agents which AXA Network has authorized to sell and service such Variable Products. All such agreements shall obligate the independent broker-dealer to assume full responsibility for continued compliance by itself and its associated persons with the Securities Laws.

§2.6 The obligations of Broker-Dealer to supervise AXA Network and AXA Network Agents shall be limited to the extent specifically described herein or required under the Securities Laws. AXA Network Agents shall not be considered employees of Broker-Dealer (unless Broker-Dealer elects to employ them) and shall be considered agents of Broker-Dealer only as and to the extent required by the Securities Laws.

§2.7 Consistent with the responsibility of Broker-Dealer to discharge all compliance and supervisory obligations relating to the offering of Variable Products as provided in this Agreement and consistent with the authority given to Broker-Dealer hereunder, MONY America shall retain the ultimate right of control over, and responsibility for, the issuance, servicing and marketing of their respective Variable Products. In that connection, MONY America shall review and approve all advertising concerning the Variable Products; however, Broker-Dealer shall be responsible for filing such materials, as required, with the NASD and with securities regulators and for obtaining such approvals as may be necessary.

§2.8 Neither Broker-Dealer nor any registered representative of Broker-Dealer, including any AXA Network Agent, nor any independent broker-dealer shall have an interest in any premiums or other sums due and payable to MONY America pursuant to a Variable Product sums nor shall any registered representative of Broker-Dealer, including any AXA Network Agent, nor any independent broker-dealer have an interest in any fees or other sums due and payable to Broker-Dealer pursuant to this Agreement.

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ARTICLE III.

Compensation

§3.1 As full compensation hereunder, MONY America shall reimburse to Broker-Dealer, no less frequently than quarterly, the actual costs (direct and indirect) and expenses incurred by Broker-Dealers in performing its services under this Agreement.

§3.2 In determining the basis for apportioning the costs and expenses incurred by Broker-Dealer between providing services hereunder and its other activities, specific identification or estimates based on time, square footage or any other mutually agreeable method providing for a fair and reasonable allocation of costs and expenses may be used provided such method is in conformity with generally accepted accounting principles and with the requirements of Section 1505(a) of the New York Insurance Law and New York Insurance Department Regulation No. 33.

§3.3 Within 45 days after the end of each calendar quarter, and more often if desired, Broker-Dealer shall submit to MONY America a statement of apportioned expenses showing the basis for the apportionment of each item. Settlement, which shall be on a cost basis, shall be made within 45 days thereafter. The statement of apportioned expenses shall set forth in reasonable detail the nature of the costs and expenses being apportioned and other relevant information to support the charges.

ARTICLE IV.

Term of Agreement

§4.1 The term of this Agreement shall commence as of the date first set forth above.

§4.2 This Agreement may be terminated by any party hereto on default or, absent default, on not less than sixty (60) days’ prior written notice to the other party or by an agreement in writing signed by both parties, specifying the effective date of termination, provided that any electronic data processing services provided pursuant to

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this Agreement shall not be terminated by either party until one hundred and eighty (180) days or more advance written notice of termination. Subject to the terms (including any limitations and restrictions) of any applicable software licensing agreement then in effect between Broker-Dealer and any licensor, Broker-Dealer shall, upon termination of this Agreement, grant to MONY America a perpetual license, without payment of any fee, in any electronic data processing software developed or used by Broker-Dealer in connection with the services provided to Broker-Dealer hereunder, if such software is not commercially available and is necessary, in MONY America’s reasonable judgment, for MONY America to perform subsequent to termination the functions provided by Broker-Dealer hereunder.

§4.3 Upon termination of this Agreement, all authorizations, rights, and obligations shall cease except the obligations to settle accounts hereunder for services provided prior to the date of termination.

ARTICLE V.

Audit Rights

§5.1 MONY America and Broker-Dealer shall each maintain books, accounts and records as to all transactions between them under this Agreement so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as is necessary to support the reasonableness of the charges under this Agreement. The companies shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by the companies and persons authorized by it or any governmental agency having jurisdiction over either or both of the companies during all reasonable business hours.

§5.2 MONY America, Broker-Dealer and any governmental agency having jurisdiction over either or both of the companies, at the companies’ expense, shall each have the right to conduct an audit of the other’s books, records and accounts with respect to services provided hereunder, giving reasonable notice of its intent to conduct such an audit. In the event of such an audit, each shall give to the other reasonable cooperation and access to all books, records and accounts necessary to the audit.

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§5.3 MONY America and Broker-Dealer shall be and remain sole owner of their respective records, including but not limited to business and corporate records, regardless of the use or possession by either of the other’s records. MONY America and Broker-Dealer shall each individually maintain separate books, accounts and records in respect to the services provided under this Agreement and shall cooperate and use reasonable efforts to prepare and/or obtain in a timely fashion and all books, accounts, records or other documentation as may be necessary or desirable in connection with this Agreement and/or the services provided hereunder. All records shall be maintained in accordance with applicable law and regulation, including but not limited to, New York Insurance Department Regulation No. 152.

ARTICLE VI.

Indemnification

§6.1(a) MONY America agrees to indemnify and hold harmless Broker-Dealer and its officers, directors, employees, agents and representatives against any losses, claims, damages or liabilities, joint or several, to which Broker-Dealer or its affiliates or such officer or director may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, required to be stated therein or necessary to make the statements therein not misleading, contained in

(i) any registration statement relating the Variable Products or any interests offered under the Variable Products, or any amendment thereof,

(ii) any document executed by MONY America specifically for the purpose of qualifying the Variable Products for sale under the Securities Laws , or

(iii) any sales materials approved by MONY America for use and/or distribution by Broker-Dealer.

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(b) MONY America will reimburse Broker-Dealer and each such officer, director, employee, agent and/or representative for any legal or other expenses reasonably incurred by Broker-Dealer or such officer, director, employee, agent and/or representative in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that MONY America will not be liable in any such case to the extent that 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 reliance upon and in conformity with information (including, without limitation, negative responses to inquiries) furnished to MONY America by or on behalf of Broker-Dealer specifically for use in the preparation of any such registration statement, qualification document, amendment or sales materials.

(c) MONY America will reimburse Broker-Dealer and any director, officer, employee, agent, representative or controlling person thereof for any legal or other expenses reasonably incurred by Broker-Dealer or any director, officer, employee, agent and/or representative or controlling person thereof in connection with investigating or defending any such loss, claim, damage, liability or action.

(d) The foregoing indemnifications will be in addition to any liability which MONY America may otherwise have.

§6.2(a) Broker-Dealer agrees to indemnify and hold harmless MONY America and its directors, officers, employees, agents, representatives from and against any claims, damages or liabilities to which MONY America and any such director, officer, employee, agent or representative may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) Any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in (1) any registration statement relating to a Variable Product or any interest offered under the Variable Product or any amendment thereof, or (2) any qualification document relating to the Product or interest

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offered under the Variable Product or any amendment thereof, in each case to the extent, or (3) any sales materials approved for use and or distribution by MONY America, 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 information (including without limitation, negative responses to inquiries) furnished to MONY America by Broker-Dealer specifically for use in the preparation of such registration statement, qualification document or amendment, sales materials; or

(ii) Any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Variable Products by Broker-Dealer or otherwise attributable to a failure by Broker-Dealer to discharge properly its responsibilities under this Agreement; and

(iii) Claims by AXA Network, AXA Network Agents and other persons for the payment of commissions, service fees, expense allowances or other compensation or sums for soliciting applications for and/or servicing the Variable Products arising by reason of authorization granted Broker-Dealer hereunder.

(b) Broker-Dealer will reimburse MONY America and any director, officer, employee, agent, representative thereof for any legal or other expenses reasonably incurred by MONY America or such director, officer, employee, agent and/or representative in connection with investigating or defending any such loss, claim, damage, liability or action.

(c) The foregoing indemnifications will be in addition to any liability which Broker-Dealer may otherwise have.

§6.3 Promptly after receipt by a party entitled to indemnification (“Indemnified Party”) under this Article VI of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this Article VI (“Indemnifying Party”), such Indemnified Party will notify the Indemnifying Party in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability under this Article VI, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the

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failure to give such notice. In case any such action is brought against any Indemnified Party, and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may wish to assume the defense thereof, with separate counsel satisfactory to the Indemnified Party. Such participation shall not relieve such Indemnifying Party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the Indemnifying Party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such Indemnifying Party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such Indemnifying Party.

§6.4 The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of Broker-Dealer or any officer or director thereof or by or on behalf of MONY America or any officer or director thereof; (b) delivery of any Variable Products and payments therefor; and (c) the termination of this Agreement.

ARTICLE VII.

Complaints and Regulatory Proceedings

§7.1 MONY America and Broker-Dealer will cooperate fully in any insurance or securities regulatory investigation, proceeding or judicial proceeding arising in connection with the offering, sale or distribution of the Variable Products pursuant hereto.

§7.2 Without limiting the generality of Section 7.1, MONY America and Broker-Dealer agree that:

(a) Each will promptly notify the other of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by either of them or any agent or representative thereof which may affect MONY America, Broker-Dealer and/or the solicitation and/or servicing of the Variable Products.

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(b) Each will promptly notify the other of any customer complaint or notice of any regulatory investigation or proceeding received by it or any of its affiliates with respect to any Variable Product or the sale thereof.

(c) In the case of a substantive customer complaint, MONY America and Broker-Dealer will cooperate in investigating such complaint and any response to such complaint which either of them has prepared will be sent to the other for approval not less than five (5) business days prior to its transmittal to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or facsimile transmission.

ARTICLE VIII.

Miscellaneous

§8.1 Should an irreconcilable difference of opinion between MONY America and Broker-Dealer as to the interpretation of any matter respecting this Agreement, it is hereby mutually agreed that such differences shall be submitted to arbitration as the sole remedy available to the parties. Such arbitration shall be by three arbitrators in accordance with the rules of the American Arbitration Association, such arbitrators shall have extensive experience in the insurance industry, and the arbitration shall take place in New York, New York. Each party shall bear its own expense in connection with the arbitration, and the fees and expenses of the arbitrators and any other expenses of the arbitration shall be shared equally by the parties.

§8.2 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

§8.3 This Agreement constitutes the entire agreement between the parties hereto with respect to the services described herein and may not be modified except in a written instrument executed by all parties hereto.

§8.4 This Agreement shall be subject to the provisions of the 1934 Act and, to the extent applicable, the 1940 Act and the rules, regulations and rulings thereunder and of the NASD, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and terms hereof shall be interpreted and construed in accordance therewith.

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§8.5 This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, except as otherwise specifically provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officials thereunto duly authorized, as of the day and year first above written.

MONY LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Stanley B. Tulin
	Stanley B. Tulin
	Vice Chairman and Chief Financial Officer
AXA ADVISORS, LLC
By:	/s/ Edward H. Dane
	Edward H. Dane
	President

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EX-99.(4)(B)

Variable Indexed In this rider “we”, “our” and “us” mean MONY Life Insurance

Option Rider Company of America. “You” and “your” mean the owner of the policy at the time an owner’s right is exercised.

Effective Date of this Rider. This rider is effective on the Register Date of the policy. If this rider is added after issue of the policy, the effective date of this rider is shown on the Additional Benefits Rider to which it is attached. The provisions of this rider will apply in lieu of any policy provisions to the contrary.

This Rider’s Benefit. This rider allows you to allocate your net premiums or transfer amounts of the policy to our Variable Indexed Option (VIO), which is an investment option that provides a rate of return that is tied to the performance of the S&P 500 Price Return index (the “Index”) subject to the conditions and limitations described in this rider. Additionally, this rider provides a specified level of protection against declines in the Index. When this rider is in effect, the amount in your Policy Account at any time is equal to the sum of the amounts you then have in our Guaranteed Interest Account (GIA), the investment funds of our Separate Account (SA) under the base policy including the VIO Holding Account, and Segment Accounts.

Rider Definitions

In this section, we define certain terms that are used throughout this rider. Additional terms are defined in other provisions of this rider.

Initial Segment Account. This is the initial amount of the Segment Account for a new Segment on the Segment Start Date. It will be determined based on the amount in your VIO Holding Account on that date, as follows: (1) We will first make any transfer from your value in the VIO Holding Account to the unloaned portion of our GIA, as described in the “Charge Reserve Amount” provision of this rider. (2) Your remaining value in the VIO Holding Account will then be transferred into the new Segment, subject to any limit we have established on the total amount you can allocate to your Segments under this policy. The excess, if any, will not be transferred into the new Segment. We reserve the right to establish or change such a limit at any time. However, we will send you advance written notice if we do this. (3) We will deduct a Variable Index Benefit Charge from the amount to be transferred from the VIO Holding Account into a new Segment on the Segment Start Date, as described in the “Cost of this Rider” provision below. Your Initial Segment Account on the Segment Start Date will then be equal to the balance of this amount after deduction of such charge.

Segment. A new Segment is established when an amount is transferred from the VIO Holding Account into a new Segment Account within your policy. In order for any amount to be transferred from the VIO Holding Account into a new Segment Account on a Segment Start Date, all of the following conditions must be met on such date:

(1) the Growth Cap Rate set by us for that Segment must be equal to or greater than the minimum Growth Cap Rate, if any, last specified by you;

(2) there must be sufficient funds available within the unloaned portion of our GIA and the investment funds of our SA under the base policy including the VIO Holding Account to cover the Charge Reserve Amount as determined by us on such date;

(3) the annual interest rate currently being credited on the unloaned portion of our GIA on such date must be less than the Growth Cap Rate we have set for the Segment, reduced by the sum on such date of the Variable Index Benefit Charge rate, the current annualized monthly Variable Index Segment Account Charge rate, and the current annualized monthly mortality and expense risk charge rate;

(4) it must not be necessary, as determined by us on such date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law. For more information, see the “Policy Distributions - Applicable Tax Law” provision of this rider; and

(5) the total amount allocated to your Segments under your policy on such date must be less than any limit we may have established.

If any of the above conditions are not met, no transfer will occur.

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Segment Account. The amount of an Initial Segment Account reduced by any subsequent monthly deductions, policy loans, or policy distributions we deem necessary that are allocated to the Segment. Any such reduction in a Segment Account prior to its Segment Maturity Date will result in a corresponding Segment Market Value Adjustment. Generally, this Segment Market Value Adjustment will further reduce the Segment Account. Segment Accounts are used in calculating policy account values in the determination of death benefits and the net amount at risk for monthly cost of insurance calculations of the policy, and the new base policy face amount associated with a requested change in death benefit option.

Segment Index-Linked Return. An amount that is added to or subtracted from the Segment Account on the Segment Maturity Date; this amount is equal to the Segment Index Linked Rate of Return, as described in this rider, multiplied by the Segment Account on the Segment Maturity Date. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account.

Segment Start Date. The date on which a Segment is established. The Segment Start Date is shown in the “Policy Information” section of the policy. We reserve the right to change the frequency with which we offer new Segments, to stop offering them, or temporarily to suspend offering them.

Segment Term. The term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date.

Segment Market Value Adjustment. For purposes of determining the Segment Value at any time before the Segment Maturity Date, the Segment Market Value Adjustment is equal to (1) the Put Option Factor multiplied by the current Segment Account, minus (2) a pro-rata portion for the remainder of the Segment Term of the Variable Index Benefit Charge rate multiplied by the current Segment Account, divided by one minus the Variable Index Benefit Charge rate.

The Put Option Factor on any date represents the value per $1 of the Segment Account on that date of a put option on the S&P 500 Price Return index having a strike price at Segment Maturity equal to the Segment Account multiplied by the sum of 100% and the Segment Loss Absorption Threshold Rate shown in the “Policy Information” section of the policy. We will utilize a fair market value methodology to determine the Put Option Factor. We determine Put Option Factors at the end of each business day. Generally, a business day is any day the New York Stock Exchange is open for trading. The Put Option Factor that applies to a transaction or determination of Segment Value made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or determination of Segment Value on a non-business day will be the Factor for the next business day.

For purposes of determining the Segment Market Value Adjustment to the Segment Account when any portion of a policy loan, policy distribution, or monthly deduction is allocated to a Segment, the Segment Market Value Adjustment will be determined as specified below.

(1) The Segment Value will be reduced by the allocated portion of the policy loan, policy distribution, or monthly deduction.

(2) Then, the Segment Market Value Adjustment will be equal to the difference between the corresponding reduction in the Segment Account and the allocated portion of the policy loan, policy distribution, or monthly deduction.

If the insured person dies during a Segment Term, no negative Segment Market Value Adjustment will apply as a result of such death. Any positive Segment Market Value Adjustment that would be applicable upon a complete surrender of the policy will be included with the amount in your Segment Account to determine the death benefit, if it becomes payable during such time under death benefit Option B or the death benefit is calculated as a percentage of the amount in your Policy Account.

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Segment Maturity Date. The date on which a Segment Term is completed and the Segment Index-Linked Return is added to or subtracted from a Segment Account. The Segment Maturity Date is shown in the “Policy Information” section of the policy. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account.

Segment Maturity Value. This is the Segment Account plus or minus the Segment Index-Linked Return for that Segment.

Segment Value. At any time prior to the Segment Maturity Date, this is the Segment Account minus the Segment Market Value Adjustment.

While Segments are in effect, the Segment Values will be used in place of the Segment Accounts in calculating the amount of the Policy Account Value and Net Policy Account Value available for monthly deductions, proportionate surrender charges associated with requested face amount reductions, and other distributions; Cash Surrender Value, subject to any applicable base policy surrender charge; Net Cash Surrender Value; maximum loan value, as referred to in the base policy; and in determining whether any outstanding policy loan and accrued loan interest exceeds the Policy Account Value.

VIO Holding Account. This is a portion of your Policy Account that holds units of the investment fund of our SA under the base policy that is specified in the “Policy Information” section of the policy. Net premiums and other amounts allocated or transferred to the VIO will be used to purchase units of this fund, prior to any transfer into a new Segment. Such units within the VIO Holding Account will be accounted for separately from any other units of this fund you may have purchased. Such units of this fund will be redeemed when any amounts are deducted, loaned, transferred, or withdrawn from the VIO Holding Account. The amount of your Policy Account in the VIO Holding Account at any time will be equal to the number of units this policy then has in that account multiplied by this fund’s unit value at that time.

Rider Cost

Cost of this Rider. There is a Variable Index Benefit Charge that is deducted from the amount being transferred from the VIO Holding Account into a new Segment on a Segment Start Date; such charge is shown in the “Policy Information” section of the policy.

Additionally, there is a monthly Variable Index Segment Account Charge that is part of the monthly deductions from your Policy Account (see the “Monthly Deductions” provision of the policy). This charge will apply to each Segment Account while any Segment is in effect. We may change the Variable Index Segment Account Charge from time to time. Any change in such charge will be in accordance with the “Changes in Policy Cost Factors” provision of this rider. The maximum monthly Variable Index Segment Account Charge is shown in the “Table of Maximum Monthly Deductions from Your Policy Account” in the policy.

The cost of this rider will apply in any policy year during which a Segment is in effect.

The policy’s monthly mortality and expense risk charge will also be applicable to the amount of your Policy Account in the VIO Holding Account and in any Segment Accounts.

PAGE 3

Variable Indexed Option

Your Policy Account in Our VIO. Prior to a Segment Maturity Date, the Policy Account you have in our VIO at any time is equal to the sum of Segment Accounts and any amounts held in the VIO Holding Account. Amounts may be withdrawn from the VIO Holding Account, or may be transferred from the VIO Holding Account to one or more of the other investment funds of our SA under the base policy or to the unloaned portion of our GIA at any time prior to the next Segment Start Date, subject to our normal rules as stated in the provisions of the policy pertaining to these policy transactions. However, once we transfer an amount from the VIO Holding Account into a new Segment on a Segment Start Date, such amount will not be available for requested transfers or partial Net Cash Surrender Value withdrawals until the Segment Maturity Date; see the “Transfers” and “Partial Net Cash Surrender Value Withdrawal” provisions of this rider.

On a Segment Maturity Date, we will add or subtract a Segment Index-Linked Return to or from the Segment Account, which will result in the Segment Maturity Value. The Segment Index-Linked Return is equal to the Segment Index-Linked Rate of Return described in this rider, multiplied by the Segment Account on the Segment Maturity Date. The Segment Index-Linked Return may be positive, negative, or zero, resulting in an increase, decrease, or no change to your Policy Account.

Segment Index Performance Rate. The Segment Index Performance Rate measures the performance of the S&P 500 Price Return index (the “Index”) during each Segment Term.

• The Segment Index Performance Rate is (b) divided by (a) minus one, where:

(a) is the value of the Index at the close of business on the Segment Start Date, and

(b) is the value of the Index at the close of business on the Segment Maturity Date.

We determine the value of the Index at the close of business, which is the end of a business day. Generally, a business day is any day the New York Stock Exchange is open for trading. If the New York Stock Exchange is not open for trading or if the Index Value is not published on the Segment Start Date or the Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index Value is published.

Discontinuation of or Substantial Change to the Index and Addition of Other Indexes. Subject to the approval of the Interstate Insurance Product Regulation Commission, we reserve the right to:

1. substitute an alternative index if the publication of the Index is discontinued or at our sole discretion we determine that our use of the Index should be discontinued, or if the calculation of the Index is substantially changed; and

2. add additional indexes under this rider at any time.

We will notify you or any assignee on our records of any such substitution or addition, prior to our use of any alternative or additional index.

Segment Index-Linked Rate of Return. The Segment Index-Linked Rate of Return is equal to the Segment Index Performance Rate multiplied by the Guaranteed Participation Rate, but not to exceed the Growth Cap Rate, as defined below. The Segment Index-Linked Rate of Return may be subject to the Segment Loss Absorption Threshold Rate, provided that certain conditions, as described below, are met.

• The Guaranteed Participation Rate is the percentage of the Segment Index Performance Rate that we will use to determine the Segment Index-Linked Rate of Return. The Guaranteed Participation Rate is shown in the “Policy Information” section of the policy.

PAGE 4

• The Growth Cap Rate is the maximum rate of return that a Segment Account can earn. We will set the Growth Cap Rate for each Segment on the Segment Start Date; such rate will not change during a Segment Term. The Growth Cap Rate may vary for each Segment; any change in such rate will be in accordance with the “Changes in Policy Cost Factors” provision of this rider. However, such rate will never be less than the Guaranteed Minimum Growth Cap Rate shown in the “Policy Information” section of the policy.

You can specify a minimum Growth Cap Rate below which you do not wish to participate in a Segment. In the event that a Growth Cap Rate is set for a new Segment and that rate is less than the rate you specified, if any, any amounts in the VIO Holding Account will not be transferred into that new Segment. If you do not specify a minimum Growth Cap Rate, any amount in the VIO Holding Account will be transferred into that new Segment, subject to the requirements, conditions, and limitations described in this rider.

In the event that a Growth Cap Rate is set for a new Segment and that rate, reduced by the sum of the Variable Index Benefit Charge rate, the current annualized monthly Variable Index Segment Account Charge rate, and the current annualized monthly mortality and expense risk charge rate, is less than or equal to the annual rate of interest currently being credited to the unloaned portion of our GIA on the Segment Start Date, any amount in the VIO Holding Account will not be transferred into that new Segment.

• The Segment Loss Absorption Threshold Rate is the maximum percentage decline in the Index over the Segment Term that will be absorbed under this rider with no resulting reduction in your Policy Account at segment maturity due to such decline of the Index. Any percentage decline in the Index in excess of the Segment Loss Absorption Threshold Rate will result in a reduction in your Policy Account. Thus, if the Segment Index Performance Rate is between 0% and the Segment Loss Absorption Threshold Rate, the Segment Index-Linked Rate of Return will be 0% and the Segment Indexed-Linked Return will be zero, resulting in no corresponding reduction in your Policy Account. If the Segment Index Performance Rate is less than the Segment Loss Absorption Threshold Rate, the Segment Index-Linked Rate of Return will be equal to the Segment Index Performance Rate minus the Segment Loss Absorption Threshold Rate and the Segment Index-Linked Return will be negative, resulting in a corresponding reduction in your Policy Account.

The Segment Loss Absorption Threshold Rate is shown in the “Policy Information” section of the policy; this Segment Loss Absorption Threshold Rate for a Segment will not change during a Segment Term. We reserve the right to set different Segment Loss Absorption Threshold Rates for new Segments we may offer in the future; such rate will only provide more protection than the Segment Loss Absorption Threshold Rate stated at issue in the “Policy Information” section of the policy. We will send you advance written notice of any such change.

The Segment Index-Linked Rate of Return is applied only to amounts that remain in a Segment Account until the Segment Maturity Date.

Reallocation of the Segment Maturity Value. In accordance with your direction, we will transfer all or a portion of the Segment Maturity Value to the VIO Holding Account, any other investment funds of our SA under the base policy or the unloaned portion of our GIA. Any amount for which you do not provide direction will be transferred to the VIO Holding Account. Any amount in the VIO Holding Account, excluding (1) any amount transferred to the unloaned portion of our GIA in order to meet the Charge Reserve Amount requirement described in the “Monthly Deductions” provision of this rider and (2) the Variable Index Benefit Charge, will be transferred to a new Segment on the next available Segment Start Date, subject to other requirements, conditions, and limitations described in this rider.

PAGE 5

We have the right to restrict future allocations to the VIO. If this occurs, all outstanding Segments as of the effective date of the restriction will continue until their respective Segment Maturity Dates in accordance with the terms of this rider. As each Segment matures, the applicable Segment Maturity Value will be transferred to the unloaned portion of our GIA and/or to one or more investment funds in our SA under the base policy at your direction, or, if no directions are received, to the investment fund shown in the “Policy Information” section of the policy.

Effect of this Rider on Policy Provisions

Monthly Deductions. While a Segment is in effect, monthly deductions (including any proportionate surrender charge associated with a requested face amount reduction effective at the beginning of a policy month) will not be allocated as specified in the “Allocations” provision of the policy. Instead, the monthly deductions will be made as follows:

The monthly deduction allocation percentages will be changed so that 100% of each deduction will be taken from the unloaned portion of our GIA while any Segment is in effect. In the event that your value in the unloaned portion of our GIA is insufficient to fully cover monthly deductions while a Segment remains in effect during a Segment Term, then the deductions will be made as specified below.

(a) We will take as much of the remaining portion of the monthly deductions as possible pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy.

(b) If your values in the unloaned portion of our GIA and the investment funds of our SA under the base policy including the VIO Holding Account are insufficient to cover the total monthly deductions, the remaining amount of the deductions will then be allocated to any Segments then in effect on a pro-rata basis, based on the current Segment Values of such Segments. Such deduction of the amount allocated to any Segment will cause a corresponding Segment Market Value Adjustment to the Segment Account.

These modifications to the deduction allocation rules specified in the “Allocations” provision of the policy will only apply while at least one Segment is in effect.

Charge Reserve Amount. We will require that a minimum amount of your Policy Account, called the Charge Reserve Amount, be available in the unloaned portion of our GIA on the Segment Start Date. The Charge Reserve Amount will be determined as an amount projected to be sufficient to cover all monthly deductions for the policy during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against your Policy Account and that no policy changes or additional premium payments are made. The Charge Reserve Amount will be determined on each applicable Segment Start Date, and any necessary transfers to supplement the amount in the unloaned portion of our GIA in order to meet this requirement will take effect on that date. There will be no charge for this transfer. Any such transfer from your values in the investment funds in our SA under the base policy including any value in the VIO Holding Account to meet this requirement will be made in accordance with your direction. If we do not receive such direction, or if we cannot transfer such amount on the basis of your request, we will make such transfer pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy. If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA are insufficient to cover the Charge Reserve Amount on the Segment Start Date, any amount in the VIO Holding Account will not be transferred into a new Segment.

The Charge Reserve Amount will be reduced by each subsequent monthly deduction during the Segment Term, although it will never be less than zero. The Charge Reserve Amount is a reference value only, which is utilized as described in this rider. It is not used to determine actual monthly deductions, policy account values, or cash surrender values during a Segment Term.

PAGE 6

The Charge Reserve Amount may not be sufficient to cover actual monthly deductions during a Segment Term. Actual monthly deductions may vary during a Segment Term due to requested policy changes, additional premium payments, the investment performance of the funds in our SA under the base policy, policy loans, partial Net Cash Surrender Value withdrawals, and any changes we might make to current policy charges.

Policy Loans. When this rider is in effect, you may tell us how much of a requested loan is to be allocated to your value in our VIO, your unloaned value in our GIA, and your value in each investment fund of our SA under the base policy. Unless otherwise specified in this rider, the loan provisions of the policy will apply.

Any portion of a requested policy loan allocated to the VIO based on your instructions will be deducted from any value in the VIO Holding Account and the individual Segments on a pro-rata basis, based on any value in the VIO Holding Account and the current Segment Value of each Segment.

If you do not tell us how a requested loan is to be allocated to your values in the policy, or if we cannot make the loan from your values in our VIO, the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount, and the investment funds of our SA under the base policy based on your directions, and a VIO Segment is in effect, the loan will be allocated as follows:

(a) We will first deduct as much of the loan as possible pro-rata from any value in the VIO Holding Account, your values in the other investment funds of our SA under the base policy, and the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount.

(b) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, are insufficient to cover the entire loan, we will then deduct as much of the remaining amount of the loan as possible from the individual Segments then in effect on a pro-rata basis, based on the current Segment Values of the Segments.

(c) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, and the Segment Values are still insufficient to cover the entire loan, the remaining amount of the loan will be allocated to the unloaned portion of our GIA, including any Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the basis of the deduction allocation rules described in the “Monthly Deductions” provision of this rider.

Any portion of a loan or unpaid loan interest allocated to an individual Segment will cause a corresponding Segment Market Value Adjustment of the Segment Account.

The amount of any loan that we deduct from a VIO Segment will be transferred to the loaned portion of our GIA; the maximum difference between the interest rate we credit to such loaned portion of our GIA and the loan interest rate we charge is shown in the “Policy Information” section of the policy.

On each policy anniversary, and at any time you repay all of the policy loan, we will allocate the interest that has been credited to the loaned portion of our GIA to the investment funds of our Separate Account under the base policy including the VIO Holding Account, and the unloaned portion of our GIA in accordance with your premium allocation percentages.

PAGE 7

Loan Repayments. Unless otherwise specified in this rider, the loan repayment provisions of the policy will apply. All loan repayments will first reduce any portion of your outstanding loan, including any unpaid loan interest, which was deducted from any VIO Segment. Loan repayments will first be allocated to our GIA until you have repaid any loaned amounts that were allocated to our GIA. Any portion of an additional loan repayment allocated to our VIO at your request or on the basis of the premium allocation percentages then in effect will be transferred from your value in the loaned portion of our GIA to the VIO Holding Account.

Policy Distributions—Applicable Tax Law. As stated in the policy, we reserve the right to make distributions, which, in our opinion, we deem necessary to continue to qualify the policy as life insurance under applicable tax law. If on any Segment Start Date we determine that a distribution will become necessary to maintain the policy’s qualification as life insurance during a Segment Term, a new Segment will not be established. If a distribution subsequently becomes necessary while a Segment is in effect, we will make such distribution as follows:

(a) We will first deduct as much of the distribution as possible pro-rata from any value in the VIO Holding Account, your values in the other investment funds of our SA under the base policy, and the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount.

(b) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, are insufficient to cover the entire distribution, we will then deduct as much of the remaining amount of the distribution as possible from the individual Segments then in effect on a pro-rata basis, based on the current Segment Values of the Segments. Such deductions will cause a corresponding Segment Market Value Adjustment of each Segment Account.

(c) If your values in the investment funds of our SA under the base policy including the VIO Holding Account, the unloaned portion of our GIA excluding any remaining Charge Reserve Amount, and the Segment Values are still insufficient to cover the entire distribution, the remaining amount of the distribution will be allocated to the unloaned portion of our GIA, including any remaining Charge Reserve Amount.

Transfers. Unless otherwise specified in this rider, we will transfer amounts to and from your values in our unloaned GIA, the VIO Holding Account, and any other investment fund of our SA under the base policy in accordance with your direction and the rules specified in the “Transfer” provision of the policy.

At your written request to our Administrative Office, we will transfer amounts from your value in any investment fund of our SA under the base policy including the VIO Holding Account to one or more other investment options available under the policy. Any such transfer will take effect on the business day we receive your written request at our Administrative Office.

Once during each policy year you may ask us, by written request to our Administrative Office, to transfer an amount you specify from your unloaned value in our GIA, excluding any remaining Charge Reserve Amount if any Segment is in effect on the transfer effective date, to any investment funds of our SA under the base policy including the VIO Holding Account. We must receive your request within a period beginning 30 days prior to the policy anniversary and ending 60 days after the policy anniversary. A transfer request that is received up to 30 days prior to the policy anniversary will be effective on the anniversary. A transfer request received on or within 60 days after the policy anniversary will be effective on the date the request is received at our Administrative Office. The maximum amount that you may transfer in any policy year is the greater of (a) $500, (b) 25% of the unloaned value in the GIA on the transfer effective date or (c) the amount transferred from the GIA in the immediately preceding policy year, if any. In no event will we transfer more than your unloaned value in our GIA, excluding any remaining Charge Reserve Amount.

A requested transfer out of an existing Segment in our VIO will not be permitted prior to the Segment Maturity Date.

PAGE 8

Partial Net Cash Surrender Value Withdrawal. A requested partial Net Cash Surrender Value withdrawal from a Segment in our VIO will not be permitted prior to the Segment Maturity Date. In accordance with the rules specified in the “Partial Net Cash Surrender Value Withdrawal” provision of the policy, you may make a partial Net Cash Surrender Value withdrawal from your values in (a) the unloaned portion of our GIA, excluding any remaining Charge Reserve Amount if a Segment is in effect; and (b) any investment fund of our SA under the base policy including the VIO Holding Account. However, if a Segment is in effect, the amount which would otherwise be available to you for a partial withdrawal will be reduced by the amount, if any, by which the sum of your Segment Values and any remaining Charge Reserve Amount exceeds the policy surrender charge. You may tell us how much of each partial withdrawal is to come from your values in each of the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned value in our GIA excluding any remaining Charge Reserve Amount. If you do not tell us, or if we cannot make the partial withdrawal on the basis of your directions, we will make the partial withdrawal on a pro-rata basis from any value in the VIO Holding Account, your values in each of the other investment funds of our SA under the base policy, and the unloaned value in our GIA, excluding any remaining Charge Reserve Amount.

Face Amount Increases. If you request a face amount increase during a Segment Term, the rules for such increase as specified in the “Changing the Face Amount of the Base Policy or Changing the Death Benefit Option” provision of the policy will apply. However, when a face amount increase is requested during a Segment Term, we will recalculate the Charge Reserve Amount and require that such amount be available in the unloaned portion of our GIA on the effective date of the increase. For such increase, the Charge Reserve Amount will be determined as an amount projected to be sufficient to cover all monthly deductions for the policy during the longest remaining Segment Term on the effective date of the increase, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against your Policy Account and that no further policy changes or additional premium payments are made. Any necessary transfers to supplement the amount in the unloaned portion of our GIA in order to meet the requirement of such Charge Reserve Amount will take effect on the effective date of the face amount increase. There will be no charge for this transfer. Any such transfer from your value in the investment funds of our SA under the base policy including any value in the VIO Holding Account to meet this requirement will be made in accordance with your direction. If you do not tell us, or if we cannot make such transfer on the basis of your directions, we will make such transfer pro-rata from any value in the VIO Holding Account and your values in the other investment funds of our SA under the base policy. If your values in the investment funds of our SA under the base policy including the VIO Holding Account, and the unloaned portion of our GIA are insufficient to cover the Charge Reserve Amount, we will decline your request to increase the face amount.

Change in Policy Cost Factors. Changes in policy cost factors (interest rates we credit to our GIA, cost of insurance rates, the premium charge, the administrative charge, the mortality and expense risk charge, the Variable Index Segment Account Charge, and the Growth Cap Rate) will be on a basis that is equitable to all policyholders of a given class, and will be determined based on reasonable assumptions as to expenses, mortality, policy and contract claims, taxes, investment income, lapses, and market conditions. Any change in policy cost factors will never result in an interest crediting rate or Growth Cap Rate that is lower than that guaranteed in the policy, or policy and rider charges that exceed the maximum policy and rider charges guaranteed in the policy. Any change in policy cost factors will be on a prospective basis; that is, any change will be determined based on future anticipated or emerging experience.

PAGE 9

How, When and What We May Defer. We may not be able to obtain the value of the assets in the VIO Holding Account or Segment Accounts if (1) the New York Stock Exchange is closed for trading; (2) the Securities and Exchange Commission has determined that a state of emergency exists that may make determination and payment impractical; or (3) the Index Value is not published. During such times, we may defer:

1. Determination and payment of Net Cash Surrender Value withdrawals (except when used to pay premiums to us);

2. Determination and payment of any death benefit in excess of the face amount;

3. Payment of loans (except when used to pay premiums to us);

4. Determination of the unit values of the investment funds of our SA under the base policy; and

5. Any requested transfer.

General Provisions

Our Separate Account Under This Rider. Amounts allocated to our VIO are held in our Separate Account for the Variable Indexed Option Rider shown in the “Table of Additional Benefit Riders” in the policy. We have established this Separate Account and maintain it in accordance with the laws of New York State. Income, realized and unrealized gains and losses from the assets of this Separate Account are credited to or charged against it without regard to our other income, gains or losses. Assets are placed in this Separate Account to support the policy and other life insurance policies. The assets of this Separate Account are our property. We may transfer assets of this Separate Account in excess of reserves and other liabilities with respect to such account to another separate account or to our General Account.

We have the right, subject to compliance with applicable law, to: (a) add new separate accounts to be used for the same purpose as this Separate Account; (b) to divide this Separate Account into two or more separate accounts to be used for the same purpose; and (c) to combine this Separate Account with any other separate account that is used for the same purpose.

We have the right to invest the assets of this Separate Account in any legal investments. We will rely upon our own or outside counsel for advice in this regard.

Other Additional Benefit Riders or Endorsements. If other additional benefit riders or endorsements are attached to your policy, refer to the “Policy Information” section of your policy for any applicable information regarding the effect of this rider on such additional benefit riders or endorsements, or the effect of such additional benefit riders or endorsements on this rider.

When This Rider Will Terminate. This rider will terminate on the earliest of the following dates:

1) on the date of the insured person’s death;

2) on the date the policy ends without value at the end of a Grace Period, is given up for its Net Cash Surrender Value, or otherwise terminates;

3) on the effective date of the election of any Paid Up Death Benefit Guarantee; and

4) on the date the policy goes on Loan Extension.

PAGE 10

Our Annual Report to You. In this provision of the policy, the reference to “the value you have in our GIA and in each investment fund of any SA available under this policy” is deemed to mean “the value you have in our VIO, in our GIA, and in any investment fund of our SA.”

General. This rider is part of the policy. Its benefit is subject to all the terms of this rider and the policy. All provisions of the policy will continue to apply except as specifically modified by this rider.

MONY LIFE INSURANCE COMPANY OF AMERICA

[	[
Christopher M. Condron, Chairman of the Board,		Karen Field Hazin, Vice President,
President and Chief Executive Officer]		Secretary and Associate General Counsel]

PAGE 11

EX-99.(5)(A)

                                                                      DODIE KENT
                                                                  Vice President
                                                   and Associate General Counsel
                                                                  (212) 314-3970
                                                                  (212) 707-1791

[MONY -- AN AXA FINANCIAL COMPANY
LOGO]                                                             LAW DEPARTMENT

                                                                  March 13, 2012

MONY Life Insurance Company of America
1290 Avenue of the Americas
New York, NY 10104

Dear Sirs:

       This opinion is furnished in connection with the filing by MONY Life
Insurance Company of America ("MONY America") of a Form S-l Registration
Statement of MONY America for the purpose of registering interests in the
Market Stabilizer Option/(R)/ ("Interests") under the Securities Act of 1933.

       I have examined such corporate records of MONY America and provisions of
the Arizona Insurance Law as are relevant to authorization and issuance of the
Contracts and such other documents and laws as I consider appropriate. On the
basis of such examination, it is my opinion that:

1. MONY America is a corporation duly organized and validly existing under the
laws of the State of Arizona.

2. The Interests are duly authorized and, when issued in accordance with
applicable regulatory approvals, represent validly issued and binding
obligations of MONY America.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

                                             Very truly yours,

                                             /s/ Dodie Kent
                                             -----------------------------
                                                 Dodie Kent

cc: Christopher E. Palmer, Esq.

EX-99.(24)(A)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Henri de Castries

Henri de Castries, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Henri de Castries, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Ramon de Oliveira

Ramon de Oliveira, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Ramon de Oliveira, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Denis Duverne

Denis Duverne, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Denis Duverne, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of January, 2012.

/s/ Richard Dziadzio

Richard Dziadzio,

Executive Vice President and

Chief Financial Officer

State of New York)

County of New York) ss.:

On the 25th day of January in the year 2012 before me, the undersigned, personally appeared Richard Dziadzio, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Anne M. Tirone

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 3

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Charlynn Goins

Charlynn Goins, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Charlynn Goins, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Danny L. Hale

Danny L. Hale, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Danny L. Hale, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Anthony J. Hamilton

Anthony J. Hamilton, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Anthony J. Hamilton, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Peter Kraus

Peter Kraus, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Peter Kraus, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Andrew J. McMahon

Andrew J. McMahon,

President and Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Andrew J. McMahon, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Mark Pearson

Mark Pearson, Chief Executive Officer and Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Mark Pearson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Lorie A. Slutsky

Lorie A. Slutsky, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Lorie A. Slutsky, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Ezra Suleiman

Ezra Suleiman, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Ezra Suleiman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Anne M. Katcher, Karen Field Hazin, Naomi J. Weinstein, Kermitt J. Brooks, Ralph A. Petruzzo, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – February 2012 Page 1

MONY America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

MONY Life Insurance Company of America

333-132810

333-150631

333-167938

333-177419

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of February, 2012.

/s/ Richard C. Vaughan

Richard C. Vaughan, Director

State of New York)

County of New York) ss.:

On the 9th day of February in the year 2012 before me, the undersigned, personally appeared Richard C. Vaughan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Susan L. Vesey

Signature and Office of individual taking acknowledgment

MLOA – February 2012 Page 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of MONY Life Insurance Company of America (the “Company”), a stock life insurance company, hereby constitutes and appoints Richard V. Silver, Dave S. Hattem, Karen Field Hazin, Kermitt J. Brooks, Kathleen P. DeCelie, Dodie Kent, William J. Evers, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

MONY America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

MONY America Variable Account L (811-04234)

002-95990

033-82570

333-06071

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

MLOA – September 2011 A. Fenichel Page 1

MONY Life Insurance Company of America

333-132810

333-150631

333-155348

333-167938

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary.

Form S-3 registration statements to be filed as necessary for Market Value Adjustment interests and to effect the parent guarantee of Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by MONY Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed as necessary for index-linked investment options to be offered in connection with certain flexible annuity contracts.

Form S-1 or S-3 registration statements to be filed for index-linked investment options to be offered with certain flexible premium variable life policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 5^th day of October, 2011.

/s/ Alvin H. Fenichel

Alvin H. Fenichel

Senior Vice President and Chief Accounting Officer

State of New York)

County of New York) ss.:

On the 5^th day of October, in the year 2011 before me, the undersigned, personally appeared Alvin H. Fenichel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Maria E. Diaz

Signature and Office of individual taking acknowledgment

MLOA – September 2011 A. Fenichel Page 2

COVER

                                                  MONY Life Insurance Company
                                                  MONY Life Insurance Company
                                                  of America
                                                  1290 Avenue of the Americas
                                                  New York, New York 10104

                                                                Jordan Thomsen
                                                            Vice President and
[MONY -- An AXA Financial Company LOGO]                                Counsel
                                                                (212) 314-5431
                                                            Fax (212) 707-1791

                                                                LAW DEPARTMENT

                                                                March 13, 2012

VIA EDGAR
---------

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

       Re:  MONY Life Insurance Company of America ("MONY America")
            Form S-l Registration Statement
            CIK 0000835357
       ----------------------------------------------------------

Commissioners:

   On behalf of MONY Life Insurance Company of America ("MONY America"), we are
filing herewith, electronically via EDGAR, MONY America's Form S-1 Registration
Statement ("Registration Statement") under the Securities Act of 1933, as
amended ("1933 Act"), with respect to interests in the Market Stabilizer Option
(R) ("MSO") under certain variable life insurance policies offered by MONY
America.

Purpose of the Filing and Filing Fees

   We are filing this Registration Statement to switch the registration of the
interests in the MSO from Form S-3 to Form S-1 in anticipation of MONY
America's reliance on the exemption provided under Rule 12h-7 of the Securities
and Exchange Act of 1934 ("1934 Act"). Rule 12h-7 exempts insurance companies
from filing reports under the 1934 Act when the insurance company issues
certain types of insurance products that are registered under the 1933 Act and
such products are regulated by state law. The interests in the MSO fall within
the exemption provided under Rule 12h-7. We are filing this Registration
Statement to register an additional dollar amount of interests in the MSO. The
interests in the MSO are currently registered on Form S-3, Reg. No. 333-167938.
As noted on the cover page of the Registration Statement, pursuant to Rule
415(a)(6) under the 1933 Act, the total dollar amount of the unsold securities
previously registered on Form S-3 is being carried forward to this Registration
Statement. Funds to cover the required filing fee have been wired to US Bank of
St. Louis, Missouri for deposit into the Commission's account.

Request for Expedited Review

   Because the Registration Statement includes primarily a prospectus and other
information that were included in the prior Form S-3 registration statement and
amendments thereto, we believe expedited review of the Registration Statement
is appropriate. In particular, the Registration Statement includes the May 1,
2012 prospectus for the MSO. The incorporation by reference section of the
prospectus has been restated so that it complies with the Form S-1
requirements, rather than the Form S-3 requirements. A statement declaring the
Company's reliance on Rule 12h-7 has been added. The other changes to the
prospectus are of a stylistic nature or necessitated by the annual update. We
have also conformed the cover page and Part II of the Registration Statement to
comply with Form S-1, rather than Form S-3.

   If the Registration Statement were eligible to be filed pursuant to Rule 485
under the 1933 Act, the Company would make the filing pursuant to Rule 485(b)
because it does not include any material changes from previous filings. I have
reviewed the Registration Statement, and it does not include any disclosures
that would render it ineligible to become effective under Rule 485(b) (assuming
that the Registration Statement would be eligible for Rule 485 generally).

   In these circumstances, we believe a limited staff review is appropriate.



Request For Acceleration

   On behalf of MONY America and the principal underwriters, AXA Distributors,
LLC and AXA Advisors, LLC, we hereby request acceleration of the effectiveness
of the Registration Statement, pursuant to Rule 461 under the 1933 Act, so that
the Registration Statement will be declared effective on April 26, 2012, or as
soon as practicable thereafter. In this connection, MONY America and the
principal underwriters, AXA Distributors, LLC and AXA Advisors, LLC, have
authorized me to represent on their behalf that they are aware of their
obligations under the 1933 Act.

Please contact the undersigned at (212) 314-5431 or Christopher E. Palmer, Esq.
of Goodwin Procter at 202-346-4253, if you have any questions or further
comments.

                                                  Very truly yours,

                                                  /s/ Jordan Thomsen
                                                  -----------------------------
                                                  Jordan Thomsen

cc: Christopher E. Palmer, Esq.

                    MONY LIFE INSURANCE COMPANY OF AMERICA
             1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104