AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

AMENDMENT NO. 1

TO

PARTICIPATION AGREEMENT

Amendment No. 1, effective March 28, 2014, to the Participation Agreement, (the “Agreement”), dated December 1, 2010 by and among MONY Life Insurance Company of America (the “Company”); Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust (the “Fund”); Xxxx Xxxxx Partners Fund Advisor, LLC; and Xxxx Xxxxx Investor Services, LLC (the “Distributor”) (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

The Parties hereby agree to amend the Agreement as follows:

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

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

3. The Company represents and warrants that it understands the requirements of all applicable laws, rules or regulations relating to bribery and corruption both in the Company’s home jurisdiction and in any other jurisdictions which may have a connection to the services performed by the Company in connection with the Agreement. The Company further represents and warrants that it will fully and faithfully comply with all requirements of such laws, rules or regulations in connection with all activities under or in any way connected with the Agreement and such requirements that the Fund or the Distributor may notify to Company.

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

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

XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST				XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
By:				By:
Name:		Xxxxxxx Xxxxxx		Name:		Xxxxxxx Xxxxxx
Title:		President		Title:		President
XXXX XXXXX PARTNERS FUND ADVISER, LLC				XXXX XXXXX INVESTOR SERVICES, LLC
By:				By:
Name:		Xxxxxxx Xxxxxx		Name:		Xxxxxxx X. Xxxxxxx
Title:		President		Title:		Director

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MONY Life Insurance Company of America,

on behalf of itself and its separate accounts

By:
Name:		Xxxxxx X. Xxxxx
Title:		Senior Vice President

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SCHEDULE A

Separate Accounts and Associated Contracts

Name of Separate Account		Policy Form Numbers of Contracts Funded by Separate Account
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

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SCHEDULE B

PORTFOLIOS AVAILABLE UNDER THE CONTRACTS

Class I and Class II Shares, as applicable, of all Portfolios that are series of Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust, whether now existing or hereafter created.

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