AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

AMENDMENT NO. 3

TO

PARTICIPATION AGREEMENT

AMENDMENT No. 3, dated as of August 31, 2013 to the Participation Agreement, (the “Agreement”), dated October 20, 2009 and as amended by Amendment No. 1 dated February 16, 2010 and Amendment No. 2 dated May 1, 2012, by and among AXA Equitable Life Insurance Company, MONY Life Insurance Company (“MONY”), MONY Life Insurance Company of America (“MLOA”), Xxxxxxx Xxxxx Variable Insurance Trust, Xxxxxxx Sachs Asset Management, L.P. and Xxxxxxx Xxxxx & Co. (collectively, the “Parties”).

WHEREAS, upon the closing (the “Closing”) of the transactions contemplated by that certain Master Agreement, dated as of April 10, 2013, by and among AXA Equitable Financial Services, LLC, a Delaware limited liability company (“Seller”), AXA Financial, Inc., a Delaware corporation, and Protective Life Insurance Company, an insurance company organized under the laws of the State of Tennessee (“Purchaser”), Seller will sell to Purchaser, and Purchaser will purchase, all of the issued and outstanding shares of common stock of MONY (the “Transaction”); and

WHEREAS, by virtue of the Transaction, AXA Equitable and MONY will no longer be affiliated entities and as such the Parties wish to remove MONY as a Party to the Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Removed Party. Effective as of the Closing, MONY is hereby deleted as a party to the Agreement, the defined term “Company” shall no longer be deemed to include MONY and all references to MONY throughout the Agreement are hereby deleted. Notwithstanding anything in the Agreement to the contrary, all rights, liabilities and obligations of MONY thereunder are hereby terminated effective as of the Closing.

2. Schedule A. Effective as of the Closing, Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached “Schedule A”.

3. Effective Date. The Parties agree that this Amendment is contingent upon, and shall not be effective until, the Closing, and shall take effect automatically upon the Closing. If the Closing shall not have occurred by April 1, 2014, this Amendment shall terminate and shall be of no further force or effect.

4. Governing Law. THIS AMENDMENT, INCLUDING THE FORMATION, BREACH, TERMINATION, VALIDITY, INTERPRETATION AND ENFORCEMENT THEREOF, AND ALL TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

[remainder of page intentionally left blank]

1

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first above set forth.

XXXXXXX SACHS VARIABLE INSURANCE TRUST						XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By:						By:
Name:		Xxxxx XxXxxxxx				Name:		Xxxxx XxXxxxxx
Title:		Managing Director				Title:		Managing Director
XXXXXXX SACHS & CO.
By:
Name:		Xxxxx XxXxxxxx
Title:		Managing Director
AXA EQUITABLE LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts						MONY LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
By:						By:
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxxx X. Xxxxx
Title:		Managing Director				Title:		Senior Vice President
MONY LIFE INSURANCE COMPANY OF AMERICA, on behalf of itself and its separate accounts
By:
Name:		Xxxxxx X. Xxxxx
Title:		Senior Vice President

2

SCHEDULE A

Separate Accounts and Associated Contracts

Name of Separate Account		Policy Form Numbers of Contracts Funded by Separate Account
AXA Equitable Separate Account A		All Contracts
AXA Equitable Separate Account FP		All Contracts
AXA Equitable Separate Account I		All Contracts
AXA Equitable Separate Account 45		All Contracts
AXA Equitable Separate Account 49		All Contracts
AXA Equitable Separate Account 65		All Contracts
AXA Equitable Separate Account 66		All Contracts
AXA Equitable Separate Account 70		All Contracts
AXA Equitable Separate Account 206		All Contracts
AXA Equitable Separate Account 301		All Contracts
MONY Life Insurance Company of America Separate Account L		All Contracts
MONY Life Insurance Company of America Separate Account A		All Contracts
MONY Life Insurance Company of America Separate Account P		All Contracts
MONY Life Insurance Company of America Separate Account K		All Contracts

3