AMENDMENT NO. 1 PARTICIPATION AGREEMENT

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

Amendment No. 1, effective February 18, 2010 to The Participation Agreement, (the “Agreement”), dated October 16, 2009 among AXA Equitable Life Insurance Company, AllianceBernstein L.P. and AllianceBernstein Investments, Inc. (collectively, the “Parties”).

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

WHEREAS, the Parties wish to add MONY and MLOA to the Agreement; and

WHEREAS, the Parties wish to enable the Company to offer shares of the portfolios of AllianceBernstein Variable Products Series Fund, Inc. in every Company separate account;

The Parties hereby agree to amend the Agreement as follows:

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

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

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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 as of the date first above set forth.

ALLIANCEBERNSTEIN L.P.						ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:		/s/ Xxxx X. Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxx				Name:		Xxxxxx X. Xxxxxxx
Title:		Assistant Secretary				Title:		Senior Vice President & Assistant General Counsel

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:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxxx X. Xxxxx
Title:		SVP				Title:		SVP

MONY LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		SVP

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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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