0001193125-04-076835 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 3rd, 2004 • Mony America Variable Account A • New York

UNDERWRITING AGREEMENT (the “Agreement”) made this 1st day of November, 1990, by and between MONY Series Fund, Inc., a Maryland corporation (the “Fund”), and MONY Securities Corp. (the “Distributor”), a New York corporation, and MONY Life Insurance Company of America, a stock life insurance company organized in Arizona (the “Company”), on its own behalf and on behalf of MONY America Variable Account A (the “Variable Account”).

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PARTICIPATION AGREEMENT Among MONY Life Insurance Company of America, ProFunds, and ProFund Advisors LLC
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A • Maryland

THIS AGREEMENT, dated as of the 1st day of May, 2003 by and among MONY Life Insurance Company of America (the “Company”), an Arizona stock life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each account hereinafter referred to as the “Account”), ProFunds (the “Fund”), a Delaware business trust, and ProFund Advisors LLC (the “Adviser”), a Maryland limited liability company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

This Amendment to the Fund Participation Agreement (“Agreement”) dated July 12,2000, as amended, between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Trust”), and MONY Life Insurance Company of America, an Arizona life insurance company (the “Company”) is effective as of September 1,2003.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

The Participation Agreement (the “Agreement”), dated January 2, 2002, by and among MONY Life Insurance Company of America, INVESCO Variable Insurance Funds, Inc. INVESCO Funds Group, Inc., and INVESCO Distributors, Inc., is hereby amended as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

This AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of this 1st day of September, 2003, by and among MONY LIFE INSURANCE COMPANY OF AMERICA (the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement (as defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) (the “Fund”) and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (formerly, MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.) (the “Adviser”).

AMENDMENT 1 TO PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS. OppenheimerFunds, Inc. and MONY LIFE INSURANCE COMPANY of AMERICA
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

THIS AMENDMENT 1 TO PARTICIPATION AGREEMENT (“Amendment 1”) is effective as of September 1, 2003, among OPPENHEIMER VARIABLE ACCOUNT FUNDS (the “Fund”), OppenheimerFunds, Inc. (the “Adviser”), MONY Life Insurance Company of America (hereinafter the “Company”). Capitalized terms not otherwise defined herein will have the same meaning ascribed to them in the Agreement (defined below).

Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin Templeton Distributors, Inc. MONY Life Insurance Company MONY Life Insurance Company of America MONY Securities Corporation
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

The participation agreement, dated as of May 1, 2003, by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc. and MONY Life Insurance Company, MONY Life Insurance Company of America and MONY Securities Corporation (the “Agreement”) is hereby amended as follows:

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

This AMENDMENT NO. 2 to the Fund Participation Agreement (“Agreement”) is made as of the 1st day of November, 2003, by and among the PBHG INSURANCE SERIES FUND (“Fund”), a Delaware business trust, PILGRIM, BAXTER & ASSOCIATES, LTD. (“Adviser”), a Delaware corporation and MONY Life Insurance Company of America (“Life Company), a life insurance company organized under the laws of Arizona.

AMENDMENT TO PARTICIPATION AGREEMENT Among MONY Life Insurance Company of America, ProFunds, and ProFund Advisors LLC
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

In accordance with the Participation Agreement dated May 1, 2003 (“Agreement”) by and among MONY Life Insurance Company of America, ProFunds and ProFund Advisors LLC, attached is an amended Schedule A as of September 1, 2003.

FUND PARTICIPATION AGREEMENT AMENDMENT
Fund Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

This Fund Participation Agreement Amendment hereby amends the Fund Participation Agreement dated December 31, 2001, as amended May 1, 2003 between the MONY Life Insurance Company of America and each of The Alger American Fund and Fred Alger & Company, Incorporated in the following manner:

MONY Securities Corporation 1740 Broadway, 9th Floor New York, New York 10019 Form 35533 (4/02)
Dealer Supervisory and Sales Agreement • May 3rd, 2004 • Mony America Variable Account A • New York

AGREEMENT made by and between MONY Securities Corporation (“MSC”), a wholly-owned subsidiary of MONY Life Insurance Company (“MONY”) and (“Broker Dealer”), based upon the following premises and mutual promises.

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

The Participation Agreement (the “Agreement”), dated April 30,2003, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, MONY Life Insurance Company of America, an Arizona life insurance company, and MONY Securities Corporation, is hereby amended as follows:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
Participation Agreement • May 3rd, 2004 • Mony America Variable Account A

Pursuant to the Participation Agreement, made and entered into as of the 2nd day of January, 2002 and as amended on May 31, 2002 and March 5, 2003, by and among MFS(R) Variable Insurance Trust/SM/, Mony Life Insurance Company of America, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.

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