FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT

FIRST AMENDMENT TO

FUND PARTICIPATION AGREEMENT

THIS AMENDMENT is made this 1st day of April, 2010.

WHEREAS, AXA Equitable Life Insurance Company (“Company”), Xxxxxxx & Xxxx, Inc. (“Distributor”), distributor for Ivy Funds Variable Insurance Portfolios, and Ivy Funds Variable Insurance Portfolios (the “Fund”) entered into said Fund Participation Agreement dated October 23, 2009, (the “Agreement”); and

WHEREAS, MONY Life Insurance Company (“MONY”) and MONY Life Insurance Company of America (“MLOA”) were acquired by AXA Financial, Inc., the parent company of Company; and

WHEREAS, the parties wish to add MONY and MLOA as parties to the Agreement in order to facilitate Fund participation in Accounts used to fund Contracts issued by MONY and MLOA; and

WHEREAS, the Company, Distributor and the Fund wish to amend the Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth herein the Agreement shall be amended as follows:

1. MONY and MLOA each are hereby added as a party to the Agreement and the defined term “Company” shall be deemed to include MONY and MLOA.

2. MONY and MLOA each specifically agree to assume all obligations and liabilities applicable to it as a Company under the Agreement.

3. Section 10.4 is hereby rewritten to read as follows:

“10.4 Surviving Provisions

Notwithstanding any termination of this Agreement, each party’s obligations under Article VII and Article 12.1 of this Agreement shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.”

4. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached “Schedule A”.

5. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

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

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS						XXXXXXX & XXXX, INC.
By:						By:
Name:						Name:
Title:						Title:

AXA EQUITABLE LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts						MONY LIFE INSURANCE COMPANY OF AMERICA, on behalf of itself and its separate accounts
By:						By:
Name:		Xxxxxx Xxxxx				Name:		Xxxxxx Xxxxx
Title:		Senior Vice President				Title:		Senior Vice President
MONY LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
By:
Name:		Xxxxxx Xxxxx
Title:		Senior Vice President

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SCHEDULE A

CONTRACTS

Name of Account - Contracts

A- All Contracts

FP- All Contracts

1- All Contracts

45- All Contracts

49- All Contracts

65- All Contracts

66- All Contracts

206- All Contracts

301- All Contracts

Legacy “S”- All Contracts

Legacy “L”- All Contracts

Legacy “A”- All Contracts

MONY UGVL VUL- All Contracts

MONY UGVL SVUL- All Contracts

MONY UGVA VA- All Contracts

Keynote- All Contracts

MLOA “L”- All Contracts

MLOA “A”- All Contracts

MLOA “P”- All Contracts

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