AMENDMENT NO. 1 PARTICIPATION AGREEMENT

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

     The Participation Agreement, (the “Agreement”), dated April 30, 2003, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), MONY Life Insurance Company of America, an Arizona life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and MONY Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. All references to A I M Distributors, Inc. will hereby be deleted and replaced with Invesco Aim Distributors, Inc.; and

     WHEREAS, AXA Advisors, LLC has assumed the operations of MONY Securities Corporation. All references to MONY Securities Corporation will hereby be deleted and replaced with AXA Advisors, LLC; and;

     WHEREAS, the parties wish to enable LIFE COMPANY to offer shares of the portfolios of AVIF in every LIFE COMPANY separate account;

     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

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SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

Series I and II shares

AIM V.I. Basic Balanced Fund		AIM V.I. High Yield Fund
AIM V.I. Basic Value Fund		AIM V.I. International Growth Fund
AIM V.I. Capital Appreciation Fund		AIM V.I. Large Cap Growth Fund
AIM V.I. Capital Development Fund		AIM V.I. Leisure Fund
AIM V.I. Core Equity Fund		AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Diversified Income Fund		AIM V.I. Money Market Fund
AIM V.I. Dynamics Fund		AIM V.I. PowerShares ETF Allocation Fund
AIM V.I. Financial Services Fund		AIM V.I. Small Cap Equity Fund
AIM V.I. Global Health Care Fund		AIM V.I. Technology Fund
AIM V.I. Global Real Estate Fund		AIM V.I. Utilities Fund
AIM V.I. Government Securities Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

Legacy “S”
Legacy “L”
Legacy “A”
MONY UGVL VUL
MONY UGVL SVUL
MONY UGVA VA
Keynote

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

All Contracts

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     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 19, 2010.

						AIM VARIABLE INSURANCE FUNDS
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		Assistant Secretary				Title:		Senior Vice President
						INVESCO DISTRIBUTORS, INC.
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxxxx
Title:		Assistant Secretary				Title:		President
						MONY LIFE INSURANCE COMPANY OF
						AMERICA, on behalf of itself and its separate accounts
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxx X. Xxxxx
Title:		Vice President				Title:		Senior Vice President
						AXA ADVISORS, LLC
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxxxxx Xxxxx
Title:		Vice President				Title:		Senior Vice President

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