Mony Life Insurance Co Of America S-1 IPO registration

As filed with the Securities and Exchange Commission on February 19, 2019. 

Registration No. 333-                   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER  

THE SECURITIES ACT OF 1933

MONY Life Insurance Company of America

(Exact Name of Registrant as Specified in its Charter)

Arizona

(State or Other Jurisdiction of Incorporation or Organization)

6311

(Primary Standard Industrial Classification Code Number)

86-0222062

(I. R. S. Employer Identification Number)

525 Washington Boulevard
Jersey City, New Jersey 07310
(212) 554-1234

(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

SHANE DALY
Vice President and Associate General Counsel
MONY Life Insurance Company of America
525 Washington Boulevard
Jersey City, New Jersey 07310
(212) 314-3912

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please Send Copies of all Communications to:
DODIE C. KENT, ESQ.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas
New York, New York 10036-7703

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of each of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee(1)
Modified Guaranteed Annuity Contracts and Participating Interests Therein	*	*	—	—

(1) [to be updated] No new securities are being registered pursuant to this registration statement on Form S-1. All amounts of unsold securities under the prospectus contained in the prior registration statement on Form S-1 (333-210276) (a total of $[ ]of securities) are carried forward into this registration statement on Form S-1.

*    The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Guaranteed Interest Account with Market Value Adjustment under Flexible Payment

Variable Annuity Contracts

PROSPECTUS                                          ISSUED BY

DATED MAY 1, 2019                                   MONY LIFE INSURANCE COMPANY OF AMERICA

MONY Life Insurance Company of America (the "Company") issues the Guaranteed

Interest Account with Market Value Adjustment described in this prospectus. The

Guaranteed Interest Account with Market Value Adjustment is available only

under certain variable annuity contracts that we offer.

This Contract is no longer being sold. This prospectus is used with current

Contract Owners only. We will continue to accept Purchase Payments under

existing Contracts. You should note that your Contract features and charges,

and your investment options, may vary depending on your state and/or the date

on which you purchased your Contract. For more information about the particular

options, features and charges applicable to you, please contact your financial

professional and/or refer to your Contract.

Among the many terms of the Guaranteed Interest Account with Market Value

Adjustment are:

     - Guaranteed interest to be credited for specific periods (referred to as

       "Accumulation Periods").

     - Three (3), five (5), seven (7) and ten (10) year Accumulation Periods

       are available.

     - Interest will be credited for the entire Accumulation Period on a daily

       basis. Different rates apply to each Accumulation Period and are

       determined by the Company from time to time at its sole discretion.

     - A Market Value Adjustment may be charged if part or all of the

       Guaranteed Interest Account with Market Value Adjustment is surrendered

       or transferred before the end of the Accumulation Period.

     - Potential purchasers should carefully consider the factors described in

       "Risk Factors" beginning on page 7, as well as the other information

       contained in this prospectus before allocating Purchase Payments or Fund

       Values to the Guaranteed Interest Account with Market Value Adjustment

       offered herein.

--------------------------------------------------------------------------------

THESE ARE ONLY SOME OF THE TERMS OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET

VALUE ADJUSTMENT. PLEASE READ THIS PROSPECTUS AND THE PROSPECTUS FOR THE

VARIABLE ANNUITY CONTRACT CAREFULLY FOR MORE COMPLETE DETAILS OF THE

CONTRACT.

--------------------------------------------------------------------------------

AXA ADVISORS, LLC AND AXA DISTRIBUTORS, LLC SERVE AS THE DISTRIBUTORS OF THE

CONTRACTS. THEY USE THEIR BEST EFFORTS TO SELL THE CONTRACTS, BUT ARE NOT

REQUIRED TO SELL A SPECIFIC NUMBER OR DOLLAR AMOUNT OF CONTRACTS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF

THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS

A CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER

AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK

GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF

PRINCIPAL.

  MLA-GIAMVA 05.19

                              TABLE OF CONTENTS

1. DEFINITIONS.......................................................................3

2. SUMMARY...........................................................................4

   Purpose of the Guaranteed Interest Account with Market Value Adjustment...........4

   Purchase Payments.................................................................4

   The Accumulation Periods..........................................................4

   Crediting of interest.............................................................4

   The Market Value Adjustment.......................................................5

   Transfers, Surrenders and Loans...................................................5

   Death benefit.....................................................................7

   Other provisions of the Contract..................................................7

3. RISK FACTORS......................................................................7

4. DESCRIPTION OF THE GUARANTEEDINTERESTACCOUNTWITHMARKETVALUEADJUSTMENT..........7

   General...........................................................................7

   Allocationstothe Guaranteed Interest AccountwithMarketValueAdjustment..........8

   Specified Interest Rates and the Accumulation Periods.............................8

   End of Accumulation Periods.......................................................9

   The Market Value Adjustment......................................................10

   Contract charges.................................................................11

   Guaranteed Interest Account at annuitization.....................................11

5. FEDERAL TAX STATUS...............................................................11

   Introduction.....................................................................11

   Taxation of annuities in general.................................................12

   Qualified retirement plans.......................................................14

   Federal Income tax withholding...................................................17

6. INVESTMENTS......................................................................18

7. CONTRACTS AND THE DISTRIBUTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET

   VALUE ADJUSTMENT.................................................................18

8. MONY LIFE INSURANCE COMPANY OF AMERICA...........................................21

9. LEGAL PROCEEDINGS................................................................21

10.ADDITIONAL INFORMATION...........................................................21

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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1. DEFINITIONS

ACCUMULATION PERIOD -- Currently 3, 5, 7 and 10 years. The Accumulation Period

starts on the Business Day that falls on, or next follows, the date the

Purchase Payment is transferred into the Guaranteed Interest Account with

Market Value Adjustment and ends on the Monthly Contract Anniversary

immediately prior to the last day of that Accumulation Period.

ANNUITANT -- The person upon whose life continuation of any annuity payment

depends.

ANNUITY STARTING DATE -- Attainment of age 95, or at the discretion of the

Owner of the Contract, a date that is at least ten years from the Effective

Date of the Contract.

BUSINESS DAY -- Our "business day" is generally any day the New York Stock

Exchange is open for regular trading and generally ends at 4.00 p.m. Eastern

Time (or as of an earlier close of regular trading). A Business Day does not

include a day on which the New York Stock Exchange is not open due to emergency

conditions determined by the Securities and Exchange Commission. We may also

close early due to such emergency conditions.

CASH VALUE -- The Contract's Fund Value, less (1) any applicable Surrender

Charge, (2) any outstanding debt, and (3) any applicable Market Value

Adjustment.

CODE -- The Internal Revenue Code of 1986, as amended.

COMPANY -- MONY Life Insurance Company of America, the issuer of the Contract.

"We," "us," and "our" also refer to the Company.

CONTRACT -- The individual flexible payment variable annuity contract under

which the Guaranteed Interest Account with Market Value Adjustment is available

as an allocation option.

CONTRACT ANNIVERSARY -- An anniversary of the Effective Date of the Contract.

CONTRACT YEAR -- Any period of twelve (12) months commencing on the Effective

Date and each Contract Anniversary hereafter.

EFFECTIVE DATE -- The date the Contract begins as shown in the Contract.

FUND VALUE -- The aggregate dollar value as of any Business Day of all amounts

accumulated under each of the Subaccounts, the Guaranteed Interest Account, and

the Loan Account of the Contract.

GENERAL ACCOUNT -- The General Account of the Company, which consists of all of

the Company's assets other than those assets allocated to the Company's

separate accounts.

GOOD ORDER -- Instructions that we receive at the Operations Center within the

prescribed time limits, if any, specified in the Contract for the transaction

requested. The instructions must be on the appropriate form or in a form

satisfactory to us that includes all the information necessary to execute the

requested transaction, and must be signed by the individual authorized to make

the transaction. To be in "Good Order," instructions must be sufficiently clear

so that we do not need to exercise any discretion to follow such instructions

and we must be able to execute the requisite orders.

GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT -- An account which is

part of the General Account.

LOAN -- Available under a Contract issued under Section 401(k) of the Code,

subject to availability. To be considered a Loan: (1) the term must be no more

than five years, (2) repayments must be at least quarterly and substantially

level, and (3) the amount is limited to dollar amounts specified by the Code,

not to exceed 50% of the Fund Value.

LOAN ACCOUNT -- A part of the General Account where Fund Value is held as

collateral for a Loan. An Owner may transfer Fund Value in the Subaccounts

and/or Guaranteed Interest Account with Market Value Adjustment to the Loan

Account.

MARKET VALUE ADJUSTMENT OR MVA -- An amount added to or deducted from the

amount surrendered or transferred from the Guaranteed Interest Account with

Market Value Adjustment for Contracts issued in certain states.

MONTHLY CONTRACT ANNIVERSARY -- The date of each month corresponding to the

Effective Date of the Contract. For example, for a Contract with a June 15

Effective Date, the Monthly Contract Anniversary is the 15th of each month. If

a Contract's Effective Date falls on the 29th, 30th or 31st day of a month, the

Monthly Contract Anniversary will be the earlier of that day or the last day of

the particular month in question.

OWNER -- The person so designated in the application to whom all rights,

benefits, options, and privileges apply while the Annuitant is living. If a

Contract has been absolutely assigned, the assignee becomes the Owner.

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PURCHASE PAYMENT -- An amount paid to the Company by the Owner or on the

Owner's behalf as consideration for the benefits provided by the Contract.

SUBACCOUNT -- A division of MONY America Variable Account A, the separate

account supporting the Contracts.

SURRENDER CHARGE -- A deferred sales load, expressed as a percentage of Fund

Value surrendered.

2. SUMMARY

This summary provides you with a brief overview of the more important aspects

of the Contract's Guaranteed Interest Account with Market Value Adjustment. It

is not intended to be complete. More detailed information is contained in this

prospectus on the pages following this summary and in the Contract. This

summary and the entire prospectus will describe only the Guaranteed Interest

Account with Market Value Adjustment. Other parts of the Contract are described

in the Contract and in the prospectus for that Contract. Before allocating your

Purchase Payments to the Guaranteed Interest Account with Market Value

Adjustment, we urge you to read both prospectuses carefully.

PURPOSE OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT

The Guaranteed Interest Account with Market Value Adjustment is designed to

provide you with an opportunity to receive a guaranteed fixed rate of interest.

You can choose the period of time over which the guaranteed fixed rate of

interest will be paid. That period of time is known as the Accumulation

Period.

The Guaranteed Interest Account with Market Value Adjustment is also designed

to provide you with the opportunity to transfer part or all of the Guaranteed

Interest Account with Market Value Adjustment to the Subaccounts available to

you under the Contract. It is also designed to provide you with the opportunity

to surrender part or all of the Guaranteed Interest Account with Market Value

Adjustment before the end of the Accumulation Period. If you ask us to transfer

or surrender part or all of the Guaranteed Interest Account, we may apply an

MVA. This adjustment may be positive, negative, or zero.

PURCHASE PAYMENTS

The Purchase Payments you make for the Contract are received by the Company.

Currently earnings on those Purchase Payments are not subject to taxes imposed

by the U.S. Government or any state or local government.

You may allocate all or part of your Purchase Payments to the Guaranteed

Interest Account with Market Value Adjustment.

THE ACCUMULATION PERIODS

There are 4 different Accumulation Periods currently available: a 3-year

Accumulation Period, a 5-year Accumulation Period, a 7-year Accumulation Period

and a 10-year Accumulation Period. You may allocate initial or additional

Purchase Payments made under the Contract to one or more Accumulation Periods.

You may also ask us to transfer Fund Values from the Subaccounts available

under the Contract to one or more of the Accumulation Periods. There is no

minimum amount required for allocation or transfer to an Accumulation Period.

(See "Allocations to the Guaranteed Interest Account with Market Value

Adjustment.")

Each Accumulation Period starts on the Business Day that falls on, or next

follows, the date on which allocations are made and Purchase Payments are

received or Fund Values are transferred. Each Accumulation Period ends on the

Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year

anniversary of the start of the Accumulation Period (the "Maturity Date"). This

means that the Accumulation Period for a 3, 5, 7 or 10 year Accumulation Period

may be up to 31 days shorter than 3, 5, 7 or 10 years, respectively. (See

"Specified Interest Rates and the Accumulation Periods.")

CREDITING OF INTEREST

The Company will credit amounts allocated to an Accumulation Period with

interest at an annual rate not less than 3.50%. This interest rate is referred

to as the "Specified Interest Rate." It will be credited for the duration of

the Accumulation Period. Specified Interest Rates for each Accumulation Period

are declared periodically at the sole discretion of the Company. (See

"Specified Interest Rates and the Accumulation Periods.")

At least 15 days and at most 45 days prior to the Maturity Date of an

Accumulation Period, Owners having Fund Values allocated to such Accumulation

Periods will be notified of the impending Maturity Date. Owners will then have

the option of directing the surrender or transfer (including transfers for the

purpose of obtaining a Loan) of the Fund Value within 30 days before the end of

the Accumulation Period without application of any MVA.

  4

The Specified Interest Rate will be credited to amounts allocated to an

Accumulation Period, so long as such allocations are neither surrendered nor

transferred prior to the Maturity Date for the Allocation Period. The Specified

Interest Rate is credited daily, providing an annual effective yield. (See

"Specified Interest Rates and the Accumulation Periods.")

THE MARKET VALUE ADJUSTMENT

Amounts that are surrendered or transferred (including transfers for the

purpose of obtaining a Loan) from an Accumulation Period more than 30 days

before the Maturity Date will be subject to an MVA. An MVA will not apply upon

annuitization or upon payment of a death benefit. The MVA is determined through

the use of a factor, which is known as the MVA Factor. This factor is discussed

in detail in the section entitled "The Market Value Adjustment." The MVA could

cause an increase or decrease or no change at all in the amount of the

distribution from an Accumulation Period.

TRANSFERS, SURRENDERS AND LOANS

When you request that Contract Fund Value from the Guaranteed Interest Account

with Market Value Adjustment be transferred to MONY America Variable Account A,

surrendered, loaned to you, or used to pay any charge imposed in accordance

with the Contract, you should tell the Company the source of Fund Value, by

Accumulation Period, of amounts to be transferred, surrendered, loaned, or used

to pay charges. We will not process the surrender unless you tell us the

Accumulation Period(s) from which Fund Value should paid. If you do not specify

an Accumulation Period, your transaction will be processed using the

Accumulation Periods in the order in which money was most recently allocated.

TRANSFERS

Transfers may be made from the Guaranteed Interest Account with Market Value

Adjustment at any time, but, if they are made before the end of the 3, 5, 7 or

10 year Accumulation Period there will be a Market Value Adjustment for

Contracts issued in most states. If the transfer request is received in Good

Order within 30 days before the end of the Accumulation Period, no Market Value

Adjustment will apply. If multiple Accumulation Periods are in effect, your

transfer request must specify from which Accumulation Period(s) we are to make

the transfer.

Contracts issued in Maryland, Massachusetts, New Jersey, Oklahoma, Oregon,

Pennsylvania, South Carolina, Texas and Washington with Fund Value must

maintain a minimum Fund Value in the Guaranteed Interest Account with Market

Value Adjustment of $2,500.

SURRENDERS

The Owner may elect to make a surrender of all or part of the Contract's Fund

Value provided it is:

     -  on or before the Annuity Starting Date, and

     -  during the lifetime of the Annuitant.

Any such election shall specify the amount of the surrender. The surrender will

be effective on the date a proper written request is received by the Company at

its Operations Center in Good Order.

The amount of the surrender may be up to the Contract's Cash Value (a "full

surrender"), which is its Fund Value less:

     (1)  any applicable Surrender Charge, and

     (2)  any applicable Market Value Adjustment.

The surrender may also be for a lesser amount than the Cash Value (a "partial

surrender"). Requested partial surrenders that would leave a Cash Value of less

than $1,000 are treated and processed as a full surrender. In such case, the

entire Cash Value will be paid to the Owner. For a partial surrender, any

Surrender Charge or any applicable Market Value Adjustment will be in addition

to the amount requested by the Owner. A partial surrender may reduce your death

benefit proportionately by the same percentage that the surrender (including

any Surrender Charge and any Market Value Adjustment, if applicable) reduced

Fund Value.

A surrender will result in the cancellation of units of the particular

Subaccounts and/or the withdrawal of amounts credited to the Guaranteed

Interest Account with Market Value Adjustment Accumulation Periods, as chosen

by the Owner. The aggregate value of the surrender will be equal to the dollar

amount of the surrender plus, if applicable, any Surrender Charge and any

applicable Market Value Adjustment. For a partial surrender, the Company will

cancel units of the particular Subaccounts and withdraw amounts from the

Guaranteed Interest Account with Market Value Adjustment Accumulation Period

under the allocation specified by the Owner. The unit value will be calculated

as of

  5

the end of the Business Day the surrender request is received in Good Order.

The Owner can specify partial surrender allocations by either amount or

percentage. Allocations by percentage must be in whole percentages (totaling

100%). The minimum percentage of allocation for a partial surrender is 10% of

any Subaccount or Guaranteed Interest Account with Market Value Adjustment

designated by the Owner. The request will not be accepted if:

     - there is insufficient Fund Value in the Guaranteed Interest Account with

       Market Value Adjustment or a Subaccount to provide for the requested

       allocation against it, or

     - the request is incomplete or incorrect or otherwise not in Good Order.

Any Surrender Charge will be allocated against the Guaranteed Interest Account

with Market Value Adjustment and each Subaccount in the same proportion that

each allocation bears to the total amount of the partial surrender. Contracts

issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma,

Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington

must maintain a minimum Fund Value in the Guaranteed Interest Account with

Market Value Adjustment of $2,500.

The amount of any surrender, death benefit, or transfer payable from MONY

America Variable Account A amount will be paid in accordance with the

requirements of the Investment Company Act of 1940, as amended (the "1940

Act"). However, the Company may be permitted to postpone such payment under the

1940 Act. Postponement is currently permissible only for any period during

which:

     (1)  the New York Stock Exchange is closed other than customary weekend

          and holiday closings, or

     (2)  trading on the New York Stock Exchange is restricted as determined by

          the Securities and Exchange Commission, or

     (3)  an emergency exists as a result of which disposal of securities held

          by MONY America Variable Account A is not reasonably practicable or

          it is not reasonably practicable to determine the value of the net

          assets of MONY America Variable Account A.

Any surrender involving payment from amounts credited to the Guaranteed

Interest Account with Market Value Adjustment may be postponed, at the option

of the Company, for up to 6 months from the date the request for a surrender is

received by the Company in Good Order. Surrenders involving payment from the

Guaranteed Interest Account with Market Value Adjustment may in certain

circumstances and in certain states also be subject to a Market Value

Adjustment, in addition to a Surrender Charge.

The tax results of a surrender should be carefully considered. (See "Federal

tax status.")

Please note: If mandated under applicable law, we may be required to reject a

Purchase Payment. In addition, we may also be required to block an Owner's

account and thereby refuse to honor any request for transfers, partial

surrenders, Loans or death benefits until instructions are secured from the

appropriate regulator. We may also be required to provide additional

information about your account to government regulators.

LOANS

Qualified Contracts issued under Section 401(k) under the Code will have a loan

provision (except in the case of Contracts issued in Vermont) under which a

Loan can be taken using the Contract as collateral for the Loan. All of the

following conditions apply in order for the amount to be considered a loan,

rather than a (taxable) partial surrender:

     - The term of the Loan generally must be 5 years or less.

     - Repayments are required at least quarterly and must be substantially

       level.

     - The Loan amount is limited to certain dollar amounts as specified by the

       IRS.

The Owner (Plan Trustee) must certify that these conditions are satisfied.

Loans could have tax consequences. (See "Federal tax status.")

In any event, the maximum outstanding Loan on a Contract is 50% of the Fund

Value in the Subaccounts and/or the Guaranteed Interest Account with Market

Value Adjustment. Loans are not permitted before the end of the right to return

contract period. In requesting a Loan, the Owner must specify the Subaccounts

from which Fund Value equal to the amount of the Loan requested will be taken.

Loans from the Guaranteed Interest Account with Market Value Adjustment are not

taken until Fund Value in the Subaccounts is exhausted. If in order to provide

the Owner with the amount of the Loan requested, and Fund Values must be taken

from the Guaranteed Interest Account with Market Value Adjustment, then the

Owner must specify the Accumulation Periods from which Fund Values equal to

such

  6

amount will be taken. If the Owner fails to specify Subaccounts and

Accumulation Periods, the request for a Loan will be returned to the Owner.

Values are transferred to a Loan Account that earns interest at an annual rate

of 3.50%. The annual loan interest rate charged on outstanding Loans will be 6%

in arrears. Thus, the annual net cost of the loan is 2.50%. Any interest not

paid when due will be added to the Loan and bear interest at the 6% annual

rate.

Loan repayments must be specifically earmarked as loan repayment and will be

allocated to the Subaccounts and/or the Guaranteed Interest Account with Market

Value Adjustment using the most recent payment allocation on record. Otherwise,

we will treat the payment as a net Purchase Payment.

DEATH BENEFIT

Upon payment of a death benefit, if there are funds allocated to the Guaranteed

Interest Account with Market Value Adjustment at the time of death, any

applicable Market Value Adjustment will be waived.

OTHER PROVISIONS OF THE CONTRACT

This summary and this prospectus do not describe the other provisions of the

Contract. Please refer to the prospectus for the Contract and to the Contract

itself for the details of these provisions.

3. RISK FACTORS

Potential purchasers should carefully consider the Company's risk factors

described in this section as well as the other information contained in this

prospectus before allocating Purchase Payments or Fund Values to the Guaranteed

Interest Account with Market Value Adjustment offered herein. Such risk factors

relate to the Company's claims-paying ability and financial strength, upon

which payments from the Company's General Account depend. They include:

     (i)  the risk of losses on real estate and commercial mortgage loans,

     (ii) other risks relating to the Company's investment portfolio that could

          affect the profitability of the Company,

     (iii) the risk that interest rate changes could make certain of the

           Company's products less profitable to the Company or less attractive

           to customers,

     (iv) risks with respect to certain sales practice litigation that could

          result in substantial judgments against the Company,

     (v)  the risk of increased surrenders of certain annuities as the

          Surrender Charges with respect to such annuities expire that could

          eliminate sources of revenues (charges under the annuities) and/or

          exhaust the Company's liquid assets and force the Company to

          liquidate other assets, perhaps on unfavorable terms,

     (vi) risks associated with certain economic and market factors,

     (vii) the risk of variations in claims experience that could be different

           than the assumptions management used in pricing the Company's

           products,

     (viii) risks related to certain insurance regulatory matters -- i.e., that

            certain issues raised during examinations of the Company could have

            a material impact on the Company,

     (ix) risks of competition,

     (x)  risks with respect to claims paying ability ratings and financial

          strength ratings that could adversely affect the Company's ability to

          compete, and

     (xi) risks of potential adoption of new federal income tax legislation

          that could adversely affect the Company and its ability to compete

          with non-insurance products and the demand for certain insurance

          products.

4. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE

ADJUSTMENT

GENERAL

The Guaranteed Interest Account with Market Value Adjustment is an allocation

option available under certain variable annuity contracts issued by the

Company. Not all of the variable annuity contracts issued by the Company offer

the Guaranteed Interest Account with Market Value Adjustment, nor is the

Guaranteed Interest Account with Market Value Adjustment available in every

state jurisdiction. The Contract that offers the Guaranteed Interest

  7

Account with Market Value Adjustment clearly discloses whether the Guaranteed

Interest Account with Market Value Adjustment is available as an allocation

choice to the Owner. If the Guaranteed Interest Account with Market Value

Adjustment is available under a variable annuity issued by the Company, the

prospectus for the variable annuity contract and this prospectus must be read

carefully together in the same manner that prospectuses for underlying mutual

funds must be read with the prospectus for the Contracts.

The guarantees associated with the Guaranteed Interest Account with Market

Value Adjustment are borne exclusively by the Company. The guarantees

associated with the Guaranteed Interest Account with Market Value Adjustment

are legal obligations of the Company. Fund Values allocated to the Guaranteed

Interest Account with Market Value Adjustment are held in the General Account

of the Company. Amounts allocated to the General Account of the Company are

subject to the liabilities arising from the business the Company conducts. The

Company has sole investment discretion over the investment of the assets of its

General Account. Owners having allocated amounts to a particular Accumulation

Period of the Guaranteed Interest Account with Market Value Adjustment,

however, will have no claim against any particular assets of the Company.

The Guaranteed Interest Account with Market Value Adjustment provides for a

Specified Interest Rate, which is a guaranteed interest rate that will be

credited as long as any amount allocated to the Guaranteed Interest Account

with Market Value Adjustment is not distributed for any reason prior to the

Maturity Date of the particular Accumulation Period chosen by the Owner.

Generally, a 3-year Accumulation Period offers guaranteed interest at a

Specified Interest Rate over three years, a 5-year Accumulation Period offers

guaranteed interest at a Specified Interest Rate over five years, and so on.

Because the Maturity Date is the Monthly Contract Anniversary immediately prior

to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period,

the Accumulation Period may be up to 31 days shorter than the 3, 5, 7 or 10

years, respectively.

Although the Specified Interest Rate will continue to be credited as long as

Fund Value remains in an Accumulation Period of the Guaranteed Interest Account

with Market Value Adjustment prior to the Maturity Date of that Accumulation

Period, surrenders or transfers (including transfers to the Loan Account as a

result of a request by the Owner for a Loan) will be subject to a Market Value

Adjustment, as described below. Market Value Adjustments do not apply upon

annuitization or upon payment of a death benefit.

ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT

There are three sources from which allocations to the Guaranteed Interest

Account with Market Value Adjustment may be made:

     (1)  an initial Purchase Payment made under a Contract may be wholly or

          partially allocated to the Guaranteed Interest Account with Market

          Value Adjustment;

     (2)  a subsequent or additional Purchase Payment made under a Contract may

          be partially or wholly allocated to the Guaranteed Interest Account

          with Market Value Adjustment; and

     (3)  amounts transferred from Subaccounts available under the Contract may

          be wholly or partially allocated to the Guaranteed Interest Account

          with Market Value Adjustment.

There is no minimum amount of any allocation of either Purchase Payments or

transfers of Fund Value to the Guaranteed Interest Account with Market Value

Adjustment. The Contract provides that the prior approval of the Company is

required before it will accept a Purchase Payment where, with that Purchase

Payment, cumulative Purchase Payments made under the Contract held by the

Owner, less the amount of any prior partial surrenders and their Surrender

Charges, the MVA, and any debt, exceed $1,500,000. This limit applies to the

aggregate of Fund Values in the Guaranteed Interest Account with Market Value

Adjustment, the Subaccounts and the Loan Account of the Contract.

SPECIFIED INTEREST RATES AND THE ACCUMULATION PERIODS

SPECIFIED INTEREST RATES

The Specified Interest Rate, at any given time, is the rate of interest

guaranteed by the Company to be credited to allocations made to the

Accumulation Period for the Guaranteed Interest Account with Market Value

Adjustment chosen by the Owner, so long as no portion of the allocation is

distributed for any reason prior to the Maturity Date of the Accumulation

Period. Different Specified Interest Rates may be established for the four

different Accumulation Periods which are currently available (3, 5, 7 and 10

years).

The Company declares Specified Interest Rates for each of the available

Accumulation Periods from time to time. Normally, new Specified Interest Rates

will be declared monthly; however, depending on interest rate fluctuations,

declarations of new Specified Interest Rates may occur more or less frequently.

The Company observes no specific

  8

method in the establishment of the Specified Interest Rates, but generally will

attempt to declare Specified Interest Rates which are related to interest rates

associated with fixed-income investments available at the time and having

durations and cash flow attributes compatible with the Accumulation Periods

then available for the Guaranteed Interest Account with Market Value

Adjustment. In addition, the establishment of Specified Interest Rates may be

influenced by other factors, including competitive considerations,

administrative costs and general economic trends. The Company has no way of

predicting what Specified Interest Rates may be declared in the future and

there is no guarantee that the Specified Interest Rate for any of the

Accumulation Periods will exceed the guaranteed minimum effective annual

interest rate of 3.50%. OWNERS BEAR THE RISK THAT THE SPECIFIED INTEREST RATE

WILL NOT EXCEED THE GUARANTEED MINIMUM RATE.

The period of time during which a particular Specified Interest Rate is in

effect for new allocations to the then available Accumulation Periods is

referred to as the "Investment Period." All allocations made to an Accumulation

Period during an Investment Period are credited with the Specified Interest

Rate in effect. An Investment Period ends only when a new Specified Interest

Rate relative to the Accumulation Period in question is declared. Subsequent

declarations of new Specified Interest Rates have no effect on allocations made

to Accumulation Periods during prior Investment Periods. All such prior

allocations will be credited with the Specified Interest Rate in effect when

the allocation was made for the duration of the Accumulation Period selected.

Information concerning the Specified Interest Rates in effect for the various

Accumulation Periods can be obtained by contacting an agent by calling the

Company at the toll free telephone number: (800) 487-6669 or contacting your

financial professional.

The Specified Interest Rate is credited on a daily basis to allocations made to

an Accumulation Period elected by the Owner, resulting in an annual effective

yield which is guaranteed by the Company, unless amounts are surrendered,

transferred or paid out on death of Annuitant from that Accumulation Period for

any reason prior to the Maturity Date for that Accumulation Period. The

Specified Interest Rate will be credited for the entire Accumulation Period. If

amounts are surrendered or transferred from the Accumulation Period for any

reason prior to the Maturity Date, a Market Value Adjustment will be applied to

the amount surrendered or transferred.

ACCUMULATION PERIODS

For each Accumulation Period, the Specified Interest Rate in effect at the time

of the allocation to that Accumulation Period is guaranteed. An Accumulation

Period always ends on a Maturity Date, which is the Monthly Contract

Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the

start of the Accumulation Period. Therefore, the Specified Interest Rate may be

credited for up to 31 days less than the full 3, 5, 7 or 10 years.

For example, if the Effective Date of a Contract is August 10, 2017 and an

allocation is made to a 10 year Accumulation Period on August 15, 2017 and the

funds for a new Purchase Payment are received in Good Order on that day, the

Accumulation Period will begin on August 15, 2017 and end on August 10, 2027,

during which period the Specified Interest Rate will be credited.

All Accumulation Periods for the 3, 5, 7 and 10 year Accumulation Periods,

respectively, will be determined in a manner consistent with the foregoing

example.

We reserve the right to change the Accumulation Periods offered.

END OF ACCUMULATION PERIODS

At least fifteen days and at most forty-five days prior to the end of an

Accumulation Period, the Company will send notice to the Owner of the impending

Maturity Date. The notice will include the projected Fund Value held in the

Accumulation Period on the Maturity Date and will specify the various options

Owners may exercise with respect to the Accumulation Period:

     (1)  During the thirty-day period before the Maturity Date, the Owner may

          wholly or partially surrender the Fund Value held in that

          Accumulation Period without a Market Value Adjustment; however,

          Surrender Charges under the Contract, if applicable, will be

          assessed.

     (2)  During the thirty-day period before the Maturity Date, the Owner may

          wholly or partially transfer the Fund Value held in that Accumulation

          Period, without a Market Value Adjustment, to any Subaccount then

          available under the Contract or may elect that the Fund Value held in

          that Accumulation Period be held for an additional Accumulation

          Period of the same number of years or for another Accumulation Period

          of a different number of years which may at the time be available. A

          confirmation of any such transfer or election will be sent

          immediately after the transfer or election is processed.

  9

     (3)  If the Owner does not make an election within thirty days following

          the Maturity Date, the entire Fund Value held in the maturing

          Accumulation Period will be transferred to an Accumulation Period of

          the same number of years as the Accumulation Period which matured.

          The start of the new Accumulation Period is the ending date of the

          previous Accumulation Period. However, if that period would extend

          beyond the Annuity Starting Date of the Contract or if that period is

          not then made available by the Company, the Fund Value held in the

          maturing Accumulation Period will be automatically transferred to the

          Money Market Subaccount at the end of the Maturity Period. A

          confirmation will be sent immediately after the automatic transfer is

          executed.

During the thirty-day period prior to the Maturity Date, and prior to any of

the transactions set forth in (1), (2), or (3) above, the Specified Value held

in the maturing Accumulation Period will continue to be credited with the

Specified Interest Rate in effect before the Maturity Date.

THE MARKET VALUE ADJUSTMENT

GENERAL INFORMATION REGARDING THE MVA

A surrender or transfer (including a transfer to the Loan Account as a result

of a request by the Owner for a Loan) from the Guaranteed Interest Account with

Market Value Adjustment prior to thirty-day period before the Maturity Date of

that particular Accumulation Period will be subject to a Market Value

Adjustment. A Market Value Adjustment will not apply upon annuitization or upon

payment of a death benefit. The Market Value Adjustment is determined by the

multiplication of an MVA Factor (see "The MVA Factor" below) by the Specified

Value, or the portion of the Specified Value being surrendered or transferred

(including transfers for the purpose of obtaining a Loan). The Specified Value

is the amount of the allocation of Purchase Payments and transfers of Fund

Value to an Accumulation Period of the Guaranteed Interest Account with Market

Value Adjustment, plus interest accrued at the Specified Interest Rate minus

prior distributions. The Market Value Adjustment may either increase, decrease,

or have no impact on the amount of the distribution. It will not apply to

requests for transfer or full or partial surrenders received at our Operations

Center in Good Order within 30 days before the end of the applicable

Accumulation Period.

The Market Value Adjustment is intended to approximate, without duplicating,

the experience of the Company when it liquidates assets in order to satisfy

contractual obligations. Such obligations arise when Owners request surrenders

or transfers (including transfers for the purpose of obtaining a Loan). When

liquidating assets, the Company may realize either a gain or a loss.

If prevailing interest rates are higher at the time of a surrender or transfer

(including transfers for the purpose of obtaining a Loan) than the Specified

Interest Rate in effect at the time the Accumulation Period commences, the

Company will realize a loss when it liquidates assets in order to process a

surrender or transfer (including transfers for the purpose of obtaining a

Loan); therefore, application of the Market Value Adjustment under such

circumstances will decrease the amount of the surrender or transfer (including

transfers for the purpose of obtaining a Loan).

Generally, if prevailing interest rates are lower than the Specified Interest

Rate in effect at the time the Accumulation Period commences, the Company will

realize a gain when it liquidates assets in order to process a surrender or

transfer (including transfers for the purpose of obtaining a Loan); therefore,

application of the MVA under such circumstances will generally increase the

amount of the surrender or transfer (including transfers for the purpose of

obtaining a Loan).

The Company measures the relationship between prevailing interest rates and the

Specified Interest Rates it declares through the MVA Factor. The MVA Factor is

described more fully below.

THE MVA FACTOR

The formula for determining the MVA Factor is:

                         [(1+a)/(1+b)]/((n-t)/12)/-1

Where:

         a    =     the Specified Interest Rate for the Accumulation Period from which

                 the surrender, transfer or Loan is to be taken;

         b    =     the Specified Interest Rate declared at the time a surrender or

                 transfer is requested for an Accumulation Period equal to the time

                 remaining in the Accumulation Period from which the surrender or transfer

                 (including  transfer to the Loan Account as a result of a request by the

                 Owner for a Loan) is requested, plus 0.25%;

         n    =     the Accumulation Period from which the surrender or transfer occurs in

                 months; and

10

         t     =     the number of elapsed months (or portion thereof) in the Accumulation

                 Period from which the surrender or transfer occurs.

If an Accumulation Period equal to the time remaining is not issued by the

Company, the rate will be an interpolation between two available Accumulation

Periods. If two such Accumulation Periods are not available, we will use the

rate for the next closest available Accumulation Period.

If the Company is no longer declaring rates on new payments, we will use

Treasury yields adjusted for investment risk as the basis for the Market Value

Adjustment.

The MVA Factor shown above also accounts for some of the administrative and

processing expenses incurred when fixed-interest investments are liquidated.

This is represented in the addition of 0.25% in the MVA Factor.

The MVA Factor will be multiplied by that portion of the Fund Value being

surrendered, transferred, or distributed for any other reason. If the result is

greater than 0, a gain will be realized by the Owner; if less than 0, a loss

will be realized. If the MVA Factor is exactly 0, no gain or loss will be

realized by the Owner.

CONTRACT CHARGES

The Contracts under which the Guaranteed Interest Account with Market Value

Adjustment is made available have various fees and charges, some of which may

be assessed against allocations made to the Guaranteed Interest Account with

Market Value Adjustment.

Surrender Charges, if applicable, will be assessed against full or partial

surrenders from the Guaranteed Interest Account with Market Value Adjustment.

If any such surrender occurs prior to the thirty-day period before the Maturity

Date for any particular Accumulation Period elected by the Owner, the amount

surrendered will be subject to a Market Value Adjustment in addition to

Surrender Charges. The variable annuity prospectus fully describes the

Surrender Charges. Please refer to the variable annuity prospectus for complete

details regarding the Surrender Charges under the Contracts.

Mortality and expense risk charges which may be assessed under Contracts will

not be assessed against any allocation to the Guaranteed Interest Account with

Market Value Adjustment. Such charges apply only to the Fund Value allocated to

the Subaccounts.

GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT AT ANNUITIZATION

On the Annuity Starting Date, the Contract's Cash Value, including the

Specified Value of all Accumulation Periods of the Guaranteed Interest Account

with Market Value Adjustment, will be applied to provide an annuity or any

other option previously chosen by the Owner and permitted by the Company.

Because the Annuity Starting Date will always coincide with or follow the

Maturity Date of any Guaranteed Interest Account with Market Value Adjustment,

no Market Value Adjustment will apply at annuitization. For more information

about annuitization and annuity options, please refer to the prospectus for the

Contract and to the Contract itself.

5. FEDERAL TAX STATUS

INTRODUCTION

The following discussion of the federal income tax treatment of the Contract is

not exhaustive, does not purport to cover all situations, and is not intended

as tax advice. The federal income tax treatment of the Contract is unclear in

certain circumstances, and you should always consult a qualified tax adviser

regarding the application of law to individual circumstances. This discussion

is based on the Code, Treasury Department regulations, and interpretations

existing on the date of this prospectus. These authorities, however, are

subject to change by Congress, the Treasury Department, and judicial

decisions.

This discussion does not address Federal estate, gift, or generation skipping

transfer taxes, or any state or local tax consequences associated with the

purchase of the Contract. In addition, THE COMPANY MAKES NO GUARANTEE REGARDING

ANY TAX TREATMENT -- FEDERAL, STATE OR LOCAL -- OF ANY CONTRACT OR OF ANY

TRANSACTION INVOLVING A CONTRACT.

THE COMPANY'S TAX STATUS

The Company is taxed as a life insurance company under the Code. The assets

underlying the Guaranteed Interest Account with Market Value Adjustment are

owned by the Company, and the income derived from such assets will be

includible in the Company's income for federal income tax purposes.

11

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Code, except as described below, any increase

in an Owner's Fund Value is generally not taxable to the Owner until received,

either in the form of annuity payments as contemplated by the Contracts, or in

some other form of distribution.

NONNATURAL OWNER

As a general rule, Contracts held by "nonnatural persons" such as a

corporation, trust or other similar entity, as opposed to a natural person, are

not treated as annuity contracts for federal tax purposes. The income on such

Contracts (as defined in the tax law) is taxed as ordinary income that is

received or accrued by the Owner of the Contract during the taxable year. There

are several exceptions to this general rule for nonnatural Owners. First,

Contracts will generally be treated as held by a natural person if the nominal

owner is a trust or other entity which holds the Contract as an agent for a

natural person. Thus, if a group Contract is held by a trust or other entity as

an agent for certificate owners who are individuals, those individuals should

be treated as owning an annuity for federal income tax purposes. However, this

special exception will not apply in the case of any employer who is the nominal

owner of a Contract under a non-qualified deferred compensation arrangement for

its employees.

In addition, exceptions to the general rule for nonnatural Owners will apply

with respect to:

     (1)  Contracts acquired by an estate of a decedent by reason of the death

          of the decedent;

     (2)  certain Qualified Contracts;

     (3)  Contracts purchased by employers upon the termination of certain

          Qualified Plans;

     (4)  certain Contracts used in connection with structured settlement

          agreements; and

     (5)  Contracts purchased with a single purchase payment when the annuity

          starting date is no later than a year from purchase of the Contract

          and substantially equal periodic payments are made, not less

          frequently than annually, during the annuity period.

DELAYED ANNUITY PAYMENT DATES

If the date annuity payments start under the Contract occurs (or is scheduled

to occur) at a time when the Annuitant has reached an advanced age (E.G., past

age 95), it is possible that the Contract would not be treated as an annuity

for federal income tax purposes. In that event, the income and gains under the

Contract could be currently includable in the Owner's income.

The remainder of this discussion assumes that the Contract will be treated as

an annuity contract for federal income tax purposes.

TAXATION OF SURRENDERS AND PARTIAL SURRENDERS

In the case of a partial surrender, amounts you receive are generally

includable in income to the extent your "cash surrender value" before the

partial surrender exceeds your "investment in the contract" (defined below).

All amounts includable in income with respect to the Contract are taxed as

ordinary income; no amounts are taxed at the special lower rates applicable to

long term capital gains and corporate dividends. Amounts received under an

automatic withdrawal plan are treated for tax purposes as partial surrenders,

not annuity payments. In the case of a surrender, amounts received are

includable in income to the extent they exceed the "investment in the

contract." For these purposes, the "investment in the contract" at any time

equals the total of the Purchase Payments made under the Contract to that time

(to the extent such payments were neither deductible when made nor excludable

from income as, for example, in the case of certain contributions to Qualified

Contracts) less any amounts previously received from the Contract which were

not includable in income.

As described elsewhere in this prospectus, the cost of the enhanced death

benefit option is reflected in the mortality and expense risk charge. It is

possible that the portion of the mortality and expense risk charge that

represents the cost of the enhanced death benefit option could be treated for

federal tax purposes as a partial surrender from the Contract. If the Contract

has additional riders, charges (or some portion thereof) for such riders could

be treated for federal tax purposes as partial surrenders from the Contract.

There is some uncertainty regarding the treatment of the Market Value

Adjustment for purposes of determining the amount includible in income as a

result of any partial surrender, surrender, assignment, pledge, or transfer

without adequate consideration. Congress has given the IRS regulatory authority

to address this uncertainty. However, as of the date of this Prospectus, the

IRS has not issued any regulations addressing these determinations. Similarly,

if the

12

Contract is issued with a Guaranteed Minimum Income Benefit Rider, the

Guaranteed Annuitization Value might be used by the IRS for purposes of

determining the amount includible in income as a result of any partial

surrender, surrender, assignment, pledge, or transfer without adequate

consideration. In that event, the amount treated as income could be higher.

Surrenders and partial surrenders may be subject to a 10% penalty tax. (See

"Penalty Tax on Premature Distributions.") Surrenders and partial surrenders

may also be subject to federal income tax withholding requirements. (See

"Federal Income Tax Withholding.")

TAXATION OF ANNUITY PAYMENTS

Normally, the portion of each annuity income payment taxable as ordinary income

equals the excess of the payment over the exclusion amount. The exclusion

amount is determined by multiplying (1) the payment by (2) the ratio of the

"investment in the contract" (defined above) you allocate to the settlement

option, adjusted for any period certain or refund feature, to the total

expected amount of annuity income payments for the term of the Contract

(determined under Treasury Department regulations).

Once the total amount of the investment in the contract is excluded using the

above formula, annuity income payments will be fully taxable. If annuity income

payments cease because of the death of the Annuitant and before the total

amount of the investment in the contract is recovered, the unrecovered amount

generally will be allowed as a deduction.

There may be special income tax issues present in situations where the Owner

and the Annuitant are not the same person and are not married to one another

within the meaning of federal law. You should consult a tax advisor in those

situations.

Annuity income payments may be subject to federal income tax withholding

requirements. (See "Federal Income Tax Withholding.")

TAXATION OF PROCEEDS PAYABLE UPON DEATH

Prior to the date annuity payments start, we may distribute amounts from a

Contract because of the death of an Owner or, in certain circumstances, the

death of the Annuitant. Such proceeds are includable in income as follows:

     (1)  if distributed in a lump sum or under Settlement Option 1 (described

          herein), they are taxed in the same manner as a surrender, as

          described above; or

     (2)  if distributed under Settlement Options 2, 3, 3A, or 4 (described

          herein), they are taxed in the same manner as annuity income

          payments, as described above.

After the date annuity payments start, if a guaranteed period exists under a

life income settlement option and the payee dies before the end of that period,

payments we make to the Beneficiary for the remainder of that period are

includable in income as follows:

     (1)  if received in a lump sum, they are included in income to the extent

          that they exceed the unrecovered investment in the contract at that

          time; or

     (2)  if distributed in accordance with the existing settlement option

          selected, they are fully excluded from income until the remaining

          investment in the contract is deemed to be recovered, and all annuity

          income payments thereafter are fully includable in income.

Proceeds payable on death may be subject to federal income tax withholding

requirements. (See "Federal Income Tax Withholding.")

The Company may be liable for payment of the generation skipping transfer tax

under certain circumstances. In the event that the Company determines that such

liability exists, an amount necessary to pay the generation skipping transfer

tax may be subtracted from the proceeds.

ASSIGNMENTS, PLEDGES, AND GRATUITOUS TRANSFERS

Other than in the case of Qualified Contracts (which generally cannot be

assigned or pledged), any assignment or pledge of (or agreement to assign or

pledge) any portion of the Fund Value is treated for federal income tax

purposes as a surrender of such amount or portion. If the entire Fund Value is

assigned or pledged, subsequent increases in the Fund Value are also treated as

withdrawals for as long as the assignment or pledge remains in place. The

investment in the contract is increased by the amount includable as income with

respect to such assignment or pledge, though it is not affected by any other

aspect of the assignment or pledge (including its release). If an Owner

transfers a Contract without adequate consideration to a person other than the

Owner's spouse (or to a former

13

spouse incident to divorce), the Owner will be required to include in income

the difference between the "cash surrender value" and the investment in the

contract at the time of transfer. In such case, the transferee's "investment in

the contract" will increase to reflect the increase in the transferor's income.

The exceptions for transfers to the Owner's spouse (or to a former spouse) are

limited to individuals that are treated as spouses under federal law.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

Where we have not issued the Contract in connection with a Qualified Plan,

there generally is a 10% penalty tax on the amount of any payment from the

Contract, E.G., surrenders, partial surrenders, annuity payments, death

proceeds, assignments, pledges and gratuitous transfers, that is includable in

income unless the payment is:

     (a)  received on or after the Owner reaches age 59 1/2;

     (b)  attributable to the Owner's becoming disabled (as defined in the tax

          law);

     (c)  made on or after the death of the Owner or, if the Owner is not an

          individual, on or after the death of the primary annuitant (as

          defined in the tax law);

     (d)  made as part of a series of substantially equal periodic payments

          (not less frequently than annually) for the life (or life expectancy)

          of the Owner or the joint lives (or joint life expectancies) of the

          Owner and a designated beneficiary (as defined in the tax law); or

     (e)  made under a Contract purchased with a single Purchase Payment when

          the annuity starting date is no later than a year from purchase of

          the Contract and substantially equal periodic payments are made, not

          less frequently than annually, during the annuity period.

Certain other exceptions to the 10% penalty tax not described herein also may

apply. (Similar rules, discussed below, apply in the case of certain Qualified

Contracts.)

AGGREGATION OF CONTRACTS

In certain circumstances, the IRS may determine the amount of an annuity income

payment or a surrender from a Contract that is includable in income by

combining some or all of the annuity contracts a person owns that were not

issued in connection with Qualified Plans. For example, if a person purchases a

Contract offered by this Prospectus and also purchases at approximately the

same time an immediate annuity issued by the Company (or its affiliates), the

IRS may treat the two contracts as one contract. In addition, if a person

purchases two or more deferred annuity contracts from the same insurance

company (or its affiliates) during any calendar year, all such contracts will

be treated as one contract for purposes of determining whether any payment that

was not received as an annuity (including surrenders prior to the date annuity

payments start) is includable in income. The effects of such aggregation are

not always clear; however, it could affect the amount of a surrender or an

annuity payment that is taxable and the amount which might be subject to the

10% penalty tax described above.

MEDICARE HOSPITAL INSURANCE TAX ON CERTAIN DISTRIBUTIONS

Effective for tax years beginning after December 31, 2012, a Medicare hospital

insurance tax of 3.8% will apply to some types of investment income. This tax

will apply to all taxable distributions from nonqualified annuities. This tax

only applies to taxpayers with "modified adjusted gross income" above $250,000

in the case of married couples filing jointly, $125,000 in the case of married

couples filing separately, and $200,000 for all others. For more information

regarding this tax and whether it may apply to you, please consult your tax

advisor.

LOSS OF INTEREST DEDUCTION WHERE CONTRACT IS HELD BY OR FOR THE BENEFIT OF

CERTAIN NONNATURAL PERSONS

In the case of Contracts issued after June 8, 1997, to a nonnatural taxpayer

(such as a corporation or a trust), or held for the benefit of such an entity,

that entity's general interest deduction under the Code may be limited. More

specifically, a portion of its otherwise deductible interest may not be

deductible by the entity, regardless of whether the interest relates to debt

used to purchase or carry the Contract. However, this interest deduction

disallowance does not affect Contracts where the income on such Contracts is

treated as ordinary income that the Owner received or accrued during the

taxable year. Entities that have purchased the Contract, or entities that will

be Beneficiaries under a Contract, should consult a tax adviser.

QUALIFIED RETIREMENT PLANS

IN GENERAL

The Contracts are also designed for use in connection with certain types of

retirement plans which receive favorable treatment under the Code. Numerous

special tax rules apply to the participants in Qualified Plans and to Contracts

used in connection with Qualified Plans. Therefore, we make no attempt in this

prospectus to provide more than

14

general information about use of the Contract with the various types of

Qualified Plans. State income tax rules applicable to Qualified Plans and

Qualified Contracts often differ from federal income tax rules, and this

prospectus does not describe any of these differences. THOSE WHO INTEND TO USE

THE CONTRACT IN CONNECTION WITH QUALIFIED PLANS SHOULD SEEK COMPETENT ADVICE.

The tax rules applicable to Qualified Plans vary according to the type of plan

and the terms and conditions of the plan itself. For example, for surrenders,

automatic withdrawals, partial surrenders, and annuity income payments under

Qualified Contracts, there may be no "investment in the contract" and the total

amount received may be taxable. Both the amount of the contribution that you

and/or your employer may make, and the tax deduction or exclusion that you

and/or your employer may claim for such contribution, are limited under

Qualified Plans.

In the case of Qualified Contracts, special rules apply to the time at which

distributions must commence and the form in which the distributions must be

paid. For example, the length of any guarantee period may be limited in some

circumstances to satisfy certain minimum distribution requirements under the

Code. Due to the presence of a Market Value Adjustment there may be in some

circumstances uncertainty as to the amount of required minimum distributions.

Furthermore, failure to comply with minimum distribution requirements

applicable to Qualified Plans will result in the imposition of an excise tax.

This excise tax generally equals 50% of the amount by which a minimum required

distribution exceeds the actual distribution from the Qualified Plan. In the

case of Individual Retirement Accounts or Annuities (IRAs), distributions of

minimum amounts (as specified in the tax law) must generally commence by April

1 of the calendar year following the calendar year in which the Owner attains

age 70 1/2. In the case of certain other Qualified Plans, distributions of such

minimum amounts must generally commence by the later of this date or April 1 of

the calendar year following the calendar year in which the employee retires.

The death benefit and the Guaranteed Minimum Income Benefit Rider under your

Contract and certain other benefits that the IRS may characterize as "other

benefits" for purposes of the regulations under Code Section 401(a)(9), may

increase the amount of the minimum required distribution that must be taken

from your Contract.

As described earlier in this prospectus, certain Qualified Contracts issued

under a Code Section 401(k) plan will have a loan provision under which a loan

can be taken using the Contract as collateral for the loan. In general, loans

from Qualified Contracts are taxable distributions unless certain requirements

are satisfied. For example, the loan, by its terms, generally must be repaid

within 5 years, repayments are required at least quarterly and must be

substantially level, and the loan amount is limited to certain dollar amounts

specified by the IRS. These dollar limits take into account other recent loans

you have had under the plan. If these requirements are not satisfied when the

loan is received or while the loan is outstanding, it could result in a taxable

distribution from the Qualified Contract. The plan may also require the loan to

be repaid upon severance from employment. PLEASE CONSULT YOUR PLAN

ADMINISTRATOR AND/OR TAX ADVISER REGARDING THE TREATMENT OF LOANS IN THESE

CIRCUMSTANCES.

There may be a 10% penalty tax on the taxable amount of payments from certain

Qualified Contracts. There are exceptions to this penalty tax which vary

depending on the type of Qualified Plan. In the case of an IRA, exceptions

provide that the penalty tax does not apply to a payment:

     (a)  received on or after the date the Owner reaches age 59 1/2;

     (b)  received on or after the Owner's death or because of the Owner's

          disability (as defined in the tax law); or

     (c)  made as part of a series of substantially equal periodic payments

          (not less frequently than annually) for the life (or life expectancy)

          of the Owner or for the joint lives (or joint life expectancies) of

          the Owner and his designated beneficiary (as defined in the tax

          law).

These exceptions generally apply to taxable distributions from other Qualified

Plans (although, in the case of plans qualified under section 401, exception

"c" above for substantially equal periodic payments applies only if the Owner

has separated from service). In addition, the penalty tax does not apply to

certain distributions from IRAs which are used for qualified first time home

purchases or for higher education expenses. You must meet special conditions to

be eligible for these two exceptions to the penalty tax. Those wishing to take

a distribution from an IRA for these purposes should consult their tax advisor.

Certain other exceptions to the 10% penalty tax not described herein also may

apply.

Owners, Annuitants, and Beneficiaries are cautioned that the rights of any

person to any benefits under Qualified Plans may be subject to the terms and

conditions of the plans themselves, regardless of the terms and conditions of

the Contract. In addition, the Company shall not be bound by terms and

conditions of Qualified Plans to the extent such terms and conditions

contradict the Contract, unless the Company consents.

Following are brief descriptions of various types of Qualified Plans in

connection with which the Company may issue a Contract.

15

INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an

individual retirement program known as an IRA. If you use this Contract in

connection with an IRA, the Owner and Annuitant generally must be the same

individual and generally may not be changed. IRAs are subject to limits on the

amounts that may be contributed and deducted, on the persons who may be

eligible, and on the time when distributions must commence. Also, subject to

the direct rollover and mandatory withholding requirements (discussed below),

you may "roll over" distributions from certain Qualified Plans on a

tax-deferred basis into an IRA. Contracts may also be issued in connection with

a "Simplified Employee Pension" or "SEP IRA" under Section 408(k) of the

Code.

However, you may not use the Contract in connection with a "Coverdell Education

Savings Account" (formerly known as an "Education IRA") under Section 530 of

the Code, or a "Simple IRA" under Section 408(p) of the Code.

ROTH IRAS

Section 408A of the Code permits eligible individuals to contribute to a type

of IRA known as a "Roth IRA." Roth IRAs are generally subject to the same rules

as non-Roth IRAs, but differ in several respects. Among the differences is

that, although contributions to a Roth IRA are not deductible, "qualified

distributions" from a Roth IRA will be excludable from income.

A qualified distribution is a distribution that satisfies two requirements.

First, the distribution must be made in a taxable year that is at least five

years after the first taxable year for which a contribution to any Roth IRA

established for the Owner was made. Second, the distribution must be either (1)

made after the Owner attains the age of 59 1/2; (2) made after the Owner's

death; (3) attributable to the Owner being disabled; or (4) a qualified

first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of

the Code. In addition, distributions from Roth IRAs need not commence when the

Owner attains age 70 1/2. A Roth IRA may accept a "qualified rollover

contribution" from (1) a non-Roth IRA, (2) a "designated Roth account"

maintained under a Qualified Plan, and (3) certain Qualified Plans of eligible

individuals.

Special rules apply to rollovers to Roth IRAs from Qualified Plans and from

designated Roth accounts under Qualified Plans. You should seek competent

advice before making such a rollover.

IRA TO IRA ROLLOVERS AND TRANSFERS

A rollover contribution is a tax-free movement of amounts from one IRA to

another within 60 days after you receive the distribution. In particular, a

distribution from a non-Roth IRA generally may be rolled over tax-free within

60 days to another non-Roth IRA, and a distribution from a Roth IRA generally

may be rolled over tax-free within 60 days to another Roth IRA. A distribution

from a Roth IRA may not be rolled over (or transferred) tax-free to a non-Roth

IRA.

A rollover from any one of your IRAs (including IRAs you have with another

company) to another IRA is allowed only once within a one-year period. This

limitation applies on an aggregate basis and applies to all types of your IRAs,

meaning that you cannot make an IRA to IRA rollover if you have made such a

rollover involving any of your IRAs in the preceding one-year period. For

example, a rollover between your Roth IRAs would preclude a separate rollover

within the one-year period between your non-Roth IRAs, and vice versa. The

one-year period begins on the date that you receive the IRA distribution, not

the date it is rolled over into another IRA.

If the IRA distribution does not satisfy the rollover rules, it may be (1)

taxable in the year distributed, (2) subject to a 10% tax on early

distributions, and (3) treated as a regular contribution to the recipient IRA,

which could result in an excess contribution subject to an additional tax.

If you inherit an IRA from your spouse, you generally can roll it over into an

IRA established for you, or you can choose to make the inherited IRA your own.

If you inherited an IRA from someone other than your spouse, you cannot roll it

over, make it your own, or allow it to receive rollover contributions.

A rollover from one IRA to another is different from a direct

trustee-to-trustee transfer of your IRA assets from one IRA trustee to another

IRA trustee. A "trustee-to-trustee" transfer is not considered a rollover and

is not subject to the 60-day rollover requirement or the one rollover per year

rule. In addition, a rollover between IRAs is different from direct rollovers

from certain Qualified Plans to non-Roth IRAs and "qualified rollover

contributions" to Roth IRAs, both of which are subject to special rules.

PENSION AND PROFIT-SHARING PLANS

Section 401(a) of the Code permits employers to establish various types of

tax-favored retirement plans for employees. The Self-Employed Individuals' Tax

Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or

"Keogh," permits self-employed individuals also to establish such tax-favored

retirement plans for

16

themselves and their employees. Such retirement plans may permit the purchase

of the Contract in order to provide benefits under the plans. These types of

plans may be subject to rules under Sections 401(a)(11) and 417 of the Code

that provide rights to a spouse or former spouse of a participant. In such a

case, the participant may need the consent of the spouse or former spouse to

change settlement options, to elect an automatic withdrawal option, or to make

a partial or full surrender of the Contract.

DIRECT ROLLOVERS

If your Contract is used in connection with a pension or profit-sharing plan

qualified under Section 401(a) of the Code, or is used with an eligible

deferred compensation plan that has a government sponsor and that is qualified

under Section 457(b) of the Code, any "eligible rollover distribution" from the

Contract will be subject to direct rollover and mandatory withholding

requirements. An eligible rollover distribution generally is any taxable

distribution from a qualified pension plan under Section 401(a) of the Code or

an eligible Section 457(b) deferred compensation plan that has a government

sponsor, excluding certain amounts (such as minimum distributions required

under Section 401(a)(9) of the Code, distributions which are part of a "series

of substantially equal periodic payments" made for life or a specified period

of 10 years or more, or hardship distributions as defined in the tax law).

Under these requirements, federal income tax equal to 20% of the eligible

rollover distribution will be withheld from the amount of the distribution.

Unlike withholding on certain other amounts distributed from the Contract,

discussed below, you cannot elect out of withholding with respect to an

eligible rollover distribution. However, this 20% withholding will not apply

if, instead of receiving the eligible rollover distribution, you elect to have

it directly transferred to certain eligible retirement plans (such as an IRA).

Prior to receiving an eligible rollover distribution, you will receive a notice

(from the plan administrator or the Company) explaining generally the direct

rollover and mandatory withholding requirements and how to avoid the 20%

withholding by electing a direct transfer.

FEDERAL INCOME TAX WITHHOLDING

IN GENERAL

The Company will withhold and remit to the federal government a part of the

taxable portion of each distribution made under a Contract unless the

distributee notifies the Company at or before the time of the distribution that

he or she elects not to have any amounts withheld. In certain circumstances,

the Company may be required to withhold tax. The withholding rates applicable

to the taxable portion of periodic annuity payments (other than eligible

rollover distributions) are the same as the withholding rates generally

applicable to payments of wages. A 10% withholding rate applies to the taxable

portion of non-periodic payments (including surrenders prior to the date

annuity payments start) and conversions of, or rollovers from, non-Roth IRAs

and Qualified Plans to Roth IRAs. Regardless of whether you elect not to have

federal income tax withheld, you are still liable for payment of federal income

tax on the taxable portion of the payment. As discussed above, the withholding

rate applicable to eligible rollover distributions is 20%.

STATUS FOR INCOME TAX PURPOSES; FATCA.

In order for the Company to comply with income tax withholding and information

reporting rules which may apply to annuity contracts, the Company may request

documentation of "status" for tax purposes. "Status" for tax purposes generally

means whether a person is a "U.S. person" or a foreign person with respect to

the United States; whether a person is an individual or an entity, and if an

entity, the type of entity. Status for tax purposes is best documented on the

appropriate IRS Form or substitute certification form (IRS Form W-9 for a U.S.

person or the appropriate type of IRS Form W-8 for a foreign person). If the

Company does not have appropriate certification or documentation of a person's

status for tax purposes on file, it could affect the rate at which the Company

is required to withhold income tax, and penalties could apply. Information

reporting rules could apply not only to specified transactions, but also to

contract ownership. For example, under the Foreign Account Tax Compliance Act

("FATCA"), which applies to certain U.S.-source payments, and similar or

related withholding and information reporting rules, the Company may be

required to report contract values and other information for certain

contractholders. For this reason the Company may require appropriate status

documentation at purchase, change of ownership, and affected payment

transactions, including death benefit payments. FATCA and its related guidance

is extraordinarily complex and its effect varies considerably by type of payor,

type of payee and type of distributee or recipient.

NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding federal withholding

tax consequences to annuity contract owners or beneficiaries that are U.S.

citizens or residents. Owners or beneficiaries that are not U.S. citizens or

residents will generally be subject to U.S. federal withholding tax on taxable

distributions from annuity contracts at a 30% rate, unless a lower treaty rate

applies. Owners or beneficiaries that are not U.S. citizens or residents are

advised to consult with a tax advisor regarding federal tax withholding with

respect to the distributions from a Contract.

17

6. INVESTMENTS

Amounts allocated to the Guaranteed Interest Account with Market Value

Adjustment are transferred to the General Account of the Company. Amounts

allocated to the General Account of the Company are subject to the liabilities

arising from the business the Company conducts. This is unlike amounts

allocated to the Subaccounts of the Variable Account A, which are not subject

to the liabilities arising from the business the Company conducts.

The Company has sole investment discretion over the investment of the assets of

the General Account. We will invest these amounts primarily in investment-grade

fixed income securities including: securities issued by the U.S. Government or

its agencies or instrumentalities, which issues may or may not be guaranteed by

the U.S. Government; debt securities that have an investment grade, at the time

of purchase, within the four highest grades assigned by Moody's Investor

Services, Inc., Standard & Poor's Corporation, or any other nationally

recognized rating service; mortgage-backed securities collateralized by real

estate mortgage loans or securities collateralized by other assets, that are

insured or guaranteed by the Federal Home Loan Mortgage Association, the

Federal National Home Mortgage Association, or the Government National Mortgage

Association, or that have an investment grade at the time of purchase within

the four highest grades described above; commercial and agricultural mortgage

loans; other debt instruments; commercial paper; cash or cash equivalents.

Variable Annuity Owners having allocated amounts to a particular Accumulation

Period of the Guaranteed Interest Account with Market Value Adjustment will not

have a direct or indirect interest in these investments, nor will they have a

claim against any particular assets of the Company. The overall investment

performance of the General Account will not increase or decrease their claim

against the Company.

There is no specific formula for establishing Specified Interest Rates. The

Specified Interest Rates declared by the Company for the various Accumulation

Periods will not necessarily correspond to the performance of any group of

assets of the General Account. We will consider certain factors in determining

these rates, such as regulatory and tax environment, sales commissions,

administrative expenses borne by us, and competitive factors. The Company's

management will make the final determination of these rates. However, the

Specified Interest Rate will never be less than 3.50%.

7. CONTRACTS AND THE DISTRIBUTION OF THE GUARANTEED INTEREST ACCOUNT WITH

MARKET VALUE ADJUSTMENT

Interests in the Guaranteed Interest Account with Market Value Adjustment are

only available through certain Contracts issued by the Company. The appropriate

variable annuity prospectus and statement of additional information also

contain information regarding the distribution of the Contracts.

The Contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and

AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The

Distributors serve as principal underwriters of MONY America Variable Account

A. The offering of the Contracts is intended to be continuous.

AXA Advisors is an affiliate of the Company, and AXA Distributors is an

indirect wholly owned subsidiary of AXA Equitable Life Insurance Company ("AXA

Equitable"), an affiliate of the Company. The Distributors are under the common

control of AXA Equitable Holdings, Inc. Their principal business address is

1290 Avenue of the Americas, New York, NY 10104. The Distributors are

registered with the SEC as broker-dealers and are members of the Financial

Industry Regulatory Authority, Inc. ("FINRA"). Both broker-dealers also act as

distributors for the Company's life and annuity products.

The Contracts are sold by financial professionals of AXA Advisors and its

affiliates. The Contracts are also sold by financial professionals of

unaffiliated broker-dealers that have entered into selling agreements with AXA

Distributors ("Selling broker-dealers").

The Company pays compensation to both Distributors based on Contracts sold. The

Company may also make additional payments to the Distributors, and the

Distributors may, in turn, make additional payments to certain Selling

broker-dealers. All payments will be in compliance with all applicable FINRA

rules and other laws and regulations.

Although the Company takes into account all of its distribution and other costs

in establishing the level of fees and charges under its Contracts, none of the

compensation paid to the Distributors or the Selling broker-dealers discussed

in this section of the prospectus are imposed as separate fees or charges under

your Contract. The Company, however, intends to recoup amounts it pays for

distribution and other services through the fees and charges of the Contract

and payments it receives for providing administrative, distribution and other

services to the Portfolios. For information about the fees and charges under

the Contract, see "Summary of the Contract" and "Charges and deductions"

earlier in this prospectus.

18

COMPENSATION PAID TO THE DISTRIBUTORS  The Company pays compensation to the

Distributors based on Purchase Payments made on the Contracts sold through the

Distributors ("contribution-based compensation"). The contribution-based

compensation will generally not exceed 6.50% of total Purchase Payments made

under the Contracts, plus, starting in the second Contract Year, up to 0.25% of

the cash value of the Contracts ("asset-based compensation"). The Distributors,

in turn, may pay a portion of the compensation received from the Company to the

Distributors financial professional and/or the Selling broker-dealer making the

sale. This compensation may be made in the form of a marketing allowance and

may be calculated as a percentage of contributions, a percentage of assets

under management or a flat fee. The compensation paid by the Distributors

varies among financial professionals and among Selling broker-dealers. The

Distributors also pay a portion of the compensation it receives to its

managerial personnel. When a Contract is sold by a Selling broker-dealer, the

Selling broker-dealer, not the Distributors, determines the amount and type of

compensation paid to the Selling broker-dealer's financial professional for the

sale of the Contract. Therefore, you should contact your financial professional

for information about the compensation he or she receives and any related

incentives, as described below.

AXA Advisors may receive compensation, and, in turn, pay its financial

professionals a portion of such fee, from third party investment advisors to

whom its financial professionals refer customers for professional management of

the assets within their contract.

AXA Advisors also pays its financial professionals and managerial personnel

other types of compensation including service fees, expense allowance payments

and health and retirement benefits. AXA Advisors also pays its financial

professionals, managerial personnel and Selling broker-dealers sales bonuses

(based on selling certain products during specified periods) and persistency

bonuses. AXA Advisors may offer sales incentive programs to financial

professionals and Selling broker-dealers who meet specified production levels

for the sales of both the Company's Contracts and Contracts offered by other

companies. These incentives provide non-cash compensation such as stock options

awards and/or stock appreciation rights, expense-paid trips, expense-paid

education seminars and merchandise.

The Company also pays AXA Distributors compensation to cover its operating

expenses and marketing services under the terms of the Company's distribution

agreements with AXA Distributors.

DIFFERENTIAL COMPENSATION PAID BY AXA ADVISORS.  In an effort to promote the

sale of the Company's products, AXA Advisors may pay its financial

professionals and managerial personnel a greater percentage of

contribution-based compensation and/or asset-based compensation for the sale of

the Company's contract than it pays for the sale of a Contract or other

financial product issued by a company other than the Company. AXA Advisors may

pay higher compensation on certain products in a class than others based on a

group or sponsored arrangement, or between older and newer versions or series

of the same contract. This practice is known as providing "differential

compensation." Differential compensation may involve other forms of

compensation to AXA Advisors personnel. Certain components of the compensation

paid to managerial personnel are based on whether the sales involve the

Company's Contracts. Managers earn higher compensation (and credits toward

awards and bonuses) if the financial professionals they manage sell a higher

percentage of the Company's Contracts than products issued by other companies.

Other forms of compensation provided to its financial professionals include

health and retirement benefits, expense reimbursements, marketing allowances

and contribution-based payments, known as "overrides." For tax reasons, AXA

Advisors financial professionals qualify for health and retirement benefits

based solely on their sales of the Company's Contracts and products sponsored

by affiliates.

The fact that AXA Advisors financial professionals receive differential

compensation and additional payments may provide an incentive for those

financial professionals to recommend the Company's Contract over a Contract or

other financial product issued by a company not affiliated with the Company.

However, under applicable rules of FINRA, AXA Advisors financial professionals

may only recommend to you products that they reasonably believe are suitable

for you based on the facts that you have disclosed as to your other security

holdings, financial situation and needs. In making any recommendation,

financial professionals of AXA Advisors may nonetheless face conflicts of

interest because of the differences in compensation from one product category

to another, and because of differences in compensation among products in the

same category. For more information, contact your financial professional.

ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS.  AXA

Distributors may pay, out of its assets, certain Selling broker-dealers and

other financial intermediaries additional compensation in recognition of

services provided or expenses incurred. AXA Distributors may also pay certain

Selling broker-dealers or other financial intermediaries additional

compensation for enhanced marketing opportunities and other services (commonly

referred to as "marketing allowances"). Services for which such payments are

made may include, but are not limited to, the preferred placement of the

Company's products on a company and/or product list; sales personnel training;

product training; business reporting; technological support; due diligence and

related costs; advertising, marketing and related

19

services; conference; and/or other support services, including some that may

benefit the Contract owner. Payments may be based on ongoing sales, on the

aggregate account value attributable to Contracts sold through a Selling

broker-dealer or such payments may be a fixed amount. For certain Selling

broker-dealers, AXA Distributors increases the marketing allowance as certain

sales thresholds are met. AXA Distributors may also make fixed payments to

Selling broker-dealers, for example in connection with the initiation of a new

relationship or the introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling

broker-dealers to promote the sale of the Company's products, AXA Distributors

may increase the sales compensation paid to the Selling broker-dealer for a

period of time (commonly referred to as "compensation enhancements"). AXA

Distributors also has entered into agreements with certain Selling

broker-dealers in which the Selling broker-dealer agrees to sell certain

Company contracts exclusively.

These additional payments may serve as an incentive for Selling broker-dealers

to promote the sale of the Company Contracts over Contracts and other products

issued by other companies. Not all Selling broker-dealers receive additional

payments, and the payments vary among Selling broker-dealers. The list below

includes the names of Selling broker-dealers that we are aware (as of December

31, 2018) received additional payments. These additional payments ranged from

$536.67 to $6,370,912.47. The Company and its affiliates may also have other

business relationships with Selling broker-dealers, which may provide an

incentive for the Selling broker-dealers to promote the sale of the Company's

contracts over contracts and other products issued by other companies. The list

below includes any such Selling broker-dealer. For more information, ask your

financial professional.

1st Global Capital Corp.

Allstate Financial Services, LLC

American Portfolios Financial Services

Ameriprise Financial Services

BBVA Securities, Inc.

Cambridge Investment Research

Capital Investment Group

Centaurus Financial, Inc.

CETERA Financial Group

Citigroup Global Markets, Inc.

Citizens Investment Services

Commonwealth Financial Network

Community America Financial Solution

CUNA Brokerage Services

CUSO Financial Services, L.P.

DPL Financial Partners

Equity Services Inc.

Farmer's Financial Solution

Geneos Wealth Management

Gradient Securities, LLC

H. Beck, Inc.

H.D. Vest Investment Securities, Inc.

Huntleigh Securities Corp.

Independent Financial Group, LLC

Infinex Investments Inc.

Investment Professionals, Inc.

Janney Montgomery Scott LLC

Kestra Investment Services, LLC

Key Investment Services LLC

Ladenburg Thalmann Advisor Network, LLC

Lincoln Financial Advisors Corp.

Lincoln Financial Securities Corp.

Lincoln Investment Planning

Lion Street Financial

LPL Network

Lucia Securities, LLC

MML Investors Services, LLC

Morgan Stanley Smith Barney

Mutual of Omaha Investment Services, Inc.

20

Park Avenue Securities, LLC

PlanMember Securities Corp.

PNC Investments

Primerica Financial Services, Inc.

Prospera Financial Services

Questar Capital Corporation

Raymond James

RBC Capital Markets Corporation

Robert W Baird & Company

Santander Securities Corp.

SIGMA Financial Corporation

Signator Investors, Inc.

The Advisor Group (AIG)

U.S. Bank Center

UBS Financial Services, Inc.

Valmark Securities, Inc.

Voya Financial Advisors, Inc.

Wells Fargo

8. MONY LIFE INSURANCE COMPANY OF AMERICA

The Guaranteed Interest Account with Market Value Adjustment is issued by MONY

Life Insurance Company of America (the "Company"), an Arizona stock life

insurance corporation organized in 1969. MONY Life Insurance Company of America

is an indirect wholly owned subsidiary of AXA Equitable Holdings, Inc., which

is an indirect majority owned subsidiary of AXA S.A. ("AXA"), a French holding

company for an international group of insurance and related financial services

companies. As the majority shareholder of the Company, AXA exercises

significant influence over the operations and capital structure of the Company.

No company other than the Company, however, has any legal responsibility to pay

amounts that the Company owes under the Contracts. The Company is solely

responsible for paying all amounts owed to you under your Contract.

AXA Equitable Holdings, Inc. and its consolidated subsidiaries managed

approximately $_____ billion in assets as of December 31, 2018. The Company is

licensed to sell life insurance and annuities in forty-nine states (not

including New York), the District of Columbia, and Puerto Rico. Our main

administrative office is located at 525 Washington Blvd., Jersey City, NJ

07310.

On October 1, 2013, the Company entered into a reinsurance transaction with

Protective Life Insurance Company ("Protective"), whereby Protective agreed to

reinsure a substantial portion of the Company's life insurance and annuity

business (the "Reinsured Business"). The Contracts are included in the

Reinsured Business. Protective reinsures all of the insurance risks of the

Reinsured Business and is responsible for customer service and administration

for all contracts comprising the Reinsured Business. However, the Company

remains the insurer of the Contracts and the terms, features, and benefits of

the Contracts have NOT changed as a result of the transaction.

The Company may use proceeds in connection with the Guaranteed Interest Account

with Market Value Adjustment for any legitimate corporate purpose.

9. LEGAL PROCEEDINGS

MONY Life Insurance Company of America and its affiliates are parties to

various legal proceedings. In our view, none of these proceedings would be

considered material with respect to an Owner's interest in his or her Contract,

nor would any of these proceedings be likely to have a material adverse effect

upon our ability to meet our obligations under the Contracts or the

distribution of the Contracts.

10. ADDITIONAL INFORMATION

Rule 12h-7 under the Securities Exchange Act of 1934, as amended (the "Exchange

Act") exempts an insurance company from filing reports under the Exchange Act

when the insurance company issues certain types of insurance products that are

registered under the Securities Act of 1933 and such products are regulated

under state law. The units of the Guaranteed Interest Account with Market Value

Adjustment described in this prospectus fall within the exemption provided

under Rule 12h-7. The Company relies on the exemption provided under Rule 12h-7

and does not file reports under the Exchange Act.

21

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[TO BE UPDATED IN THE PRE-EFFECTIVE AMENDMENT]

22

                   DEALER PROSPECTUS DELIVERY OBLIGATIONS

   ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES ARE REQUIRED TO

                            DELIVER A PROSPECTUS.

PART II

Item 13.   Other Expenses of Issuance and Distribution

Item of Expense	Estimated Expense
Registration fees	$	1
Federal taxes	N/A
State taxes and fees (based on 50 state average)	N/A
Trustees’ fees	N/A
Transfer agents’ fees	N/A
Printing and filing fees	$	50,000
Legal fees	$	10,000
Accounting fees	N/A
Audit fees	$	20,000
Engineering fees	N/A
Directors and officers insurance premium paid by Registrant	N/A

Item 14.   Indemnification of Directors and Officers

The By-Laws of MONY Life Insurance Company of America provide, in Article VI as follows:

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 6. Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based

1

in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.

Item 15. Recent Sales of Unregistered Securities

None

Item 16. Exhibits and Financial Statement Schedules

1(a) Wholesale Distribution Agreement dated April 1, 2005 by and between MONY Life Insurance Company of America, MONY Securities Corporation, and AXA Distributors, LLC, is incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-177419) filed on October 20, 2011.

https://www.sec.gov/Archives/edgar/data/835357/000119312511276175/d236217dex991a.htm

(i) Form of the First Amendment dated as of October 1, 2013 to the Wholesale Distribution Agreement dated as of April 1, 2005 between MONY Life Insurance Company of America and AXA Distributors, LLC, previously filed with this Registration Statement on Form S-1 (File No. 333-195491) on April 19, 2016.

https://www.sec.gov/Archives/edgar/data/835357/000119312516546594/d170948dex99ai.htm

(ii) Second Amendment dated as of August 1, 2015 to the Wholesale Distribution Agreement dated as of April 1, 2005 between MONY Life Insurance Company of America and AXA Distributors, LLC, previously filed with this Registration Statement on Form S-1 (File No. 333-195491) on April 19, 2016.

https://www.sec.gov/Archives/edgar/data/835357/000119312516546594/d170948dex99aii.htm

1(b) Broker-Dealer Distribution and Servicing Agreement dated June 6, 2005 by and between MONY Life Insurance Company of America and AXA Advisors, LLC, is incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

https://www.sec.gov/Archives/edgar/data/835357/000119312512111970/d310144dex991e.htm

1(c) General Agent Sales Agreement dated June 6, 2005 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

https://www.sec.gov/Archives/edgar/data/835357/000119312512111970/d310144dex991d.htm

1(i) First Amendment dated as of August 1, 2006 to General Agent Sales Agreement dated as of August 1, 2006 by and between MONY Life Insurance Company of America and AXA Network, incorporated herein by reference to Post-Effective Amendment No. 12 to the Registration Statement on Form N-6 (File No. 333-134304) filed on March 1, 2012.

https://www.sec.gov/Archives/edgar/data/763862/000119312512092348/d236199dex99c9.htm

(ii) Second Amendment dated as of April 1, 2008 to General Agent Sales Agreement dated as of April 1, 2008 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

https://www.sec.gov/Archives/edgar/data/835357/000119312512111970/d310144dex991dii.htm

(iii) Form of the Third Amendment to General Agent Sales Agreement dated as of October 1, 2013 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to registration statement on Form S-1 (333-195491) filed on April 21, 2015.

https://www.sec.gov/Archives/edgar/data/835357/000119312515139891/d829961dex991diii.htm

(iv) Form of the Fourth Amendment to General Agent Sales Agreement dated as of October 1, 2014 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to registration statement on Form S-1 (333-195491) filed on April 21, 2015.

https://www.sec.gov/Archives/edgar/data/835357/000119312515139891/d829961dex991div.htm

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(v) Fifth Amendment to General Agent Sales Agreement, dated as of June 1, 2015 by and between MONY Life Insurance Company of America (“MONY America”) and AXA NETWORK, LLC and the additional affiliated entities of AXA Network, LLC, incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-207014) filed on December 23, 2015.

https://www.sec.gov/Archives/edgar/data/1585490/000119312515412386/d83707dex9926c4e.htm

(2) Not Applicable.

(3) (i) Articles of Incorporation.

(a) Articles of Restatement of the Articles of Incorporation of MONY Life Insurance Company of America (as Amended July 22, 2004), incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

https://www.sec.gov/Archives/edgar/data/814378/000077172605000158/e6681_ex24b6a.txt

(3)(ii) By-Laws.

(a) By-Laws of MONY Life Insurance Company of America (as Amended July 22, 2004), incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 (File No. 333-72632) filed on April 22, 2005.

https://www.sec.gov/Archives/edgar/data/814378/000077172605000158/e6681_ex24b6b.txt

(4) Form of Contract.

(a) Proposed form of flexible payment variable annuity contract, incorporated herein by reference to the Registration Statement on Form N-4 (File No. 333-59717) filed on July 23, 1998.

https://www.sec.gov/Archives/edgar/data/814378/0000950123-98-006820.txt

(b) Proposed form of flexible payment variable annuity contract, incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-72632) filed on January 9, 2002.

https://www.sec.gov/Archives/edgar/data/814378/000095010902000163/dex994.txt

(5) Opinion and consent of counsel regarding legality

(a) Opinion and consent of Shane Daly as to the legality of securities being registered, filed herewith.

(9) Not applicable.

(10) Material Contracts.

(a) Services Agreement between The Mutual Life Insurance Company of New York and MONY Life Insurance Company of America, incorporated herein by reference to Post-Effective Amendment No. 22 to the Registration Statement on Form N-6 (File No. 333-06071) filed on April 30, 2003.

https://www.sec.gov/Archives/edgar/data/763862/000095010903002608/dex999a.txt

(b) Amended and Restated Services Agreement between MONY Life Insurance Company of America and AXA Equitable Life Insurance Company dated as of February 1, 2005, incorporated herein by reference to Annual Report on Form 10-K (File No. 333-65423) filed on March 31, 2005.

https://www.sec.gov/Archives/edgar/data/835357/000077172605000116/e7067_ex10-2.txt

(c) Broker-Dealer and General Agent Servicing Agreement for In-Force MLOA Products dated October 1, 2013, between MONY Life Insurance Company of America, AXA Advisors, LLC and AXA Network, LLC incorporated herein by reference to Post-Effective Amendment No. 24 to the Registration Statement on Form S-6 (333-56969) filed on April 25, 2014.

https://www.sec.gov/Archives/edgar/data/763862/000110465914030591/a14-4001_2ex99d13f.txt

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(d) Wholesale Level Servicing Agreement for In-Force MLOA Products dated October 1, 2013, between MONY Life Insurance Company of America and AXA Distributors, LLC, incorporated herein by reference to Post-Effective Amendment No. 24 to the Registration Statement on Form S-6 (333-56969) filed on April 25, 2014.

https://www.sec.gov/Archives/edgar/data/763862/000110465914030591/a14-4001_2ex99d13g.txt

(e) Reinsurance Agreement by and among MONY Life Insurance Company of America and Protective Life Insurance Company, dated October 1, 2013, incorporated herein by reference to Post-Effective Amendment No. 24 to the Registration Statement on Form S-6 (333-56969) filed on April 25, 2014.

https://www.sec.gov/Archives/edgar/data/763862/000110465914030591/a14-4001_2ex99d19e.txt

(11) Not Applicable.

(12) Not Applicable.

(15) Not Applicable.

(16) Not Applicable.

(21) Not Applicable.

(23) Consents of Experts and Counsel.

(a) Consent of Independent Registered Public Accounting Firm. (to be filed by Pre-Effective Amendment)

(b) See Item (5) above.

(24) Powers of Attorney, filed herewith.

(25) Not Applicable.

(26) Not Applicable.

101.INS. XBRL Instance Document (to be filed by Pre-Effective Amendment)

101.SCH. XBRL Taxonomy Extension Schema Document (to be filed by Pre-Effective Amendment)

101.CAL. XRL Taxonomy Extension Calculation Linkbase Document (to be filed by Pre-Effective Amendment)

101.LAB. XBRL Taxonomy Label Linkbase Document (to be filed by Pre-Effective Amendment)

101.PRE. XBRL Taxonomy Extension Presentation Linkbase Document (to be filed by Pre-Effective Amendment)

101.DEF. XBRL Taxonomy Extension Definition Linkbase Document (to be filed by Pre-Effective Amendment)

Item 17.   Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to include any prospectus required by section 10 (a) (3) of the Securities Act of 1933;

(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and (a) (1) (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15 (d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424 (b) that is part of this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

4

(5)That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

5

SIGNATURES

As required by the Securities Act of 1933, the Registrant has caused this Registration Statement to be signed on its behalf, by the undersigned, duly authorized, in the City and State of New York, on the 15 day of February, 2019.

MONY Life Insurance Company of America
(Registrant)
By:	/s/ Shane Daly
	Shane Daly
	Vice President and Associate General Counsel
	MONY Life Insurance Company of America

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER:

*	Chairman of the Board, Chief Executive Officer, Director and President
Mark Pearson
PRINCIPAL FINANCIAL OFFICER:
*	Senior Executive Vice President and Chief Financial Officer
Anders B. Malmstrom
PRINCIPAL ACCOUNTING OFFICER:
*	Executive Vice President, Chief Accounting Officer and Controller
Andrea M. Nitzan
*DIRECTORS:
Barbara Fallon-Walsh	Bertrand Poupart-Lafarge	Mark Pearson
Thomas Buberl		Karima Silvent
Daniel G. Kaye		George Stansfield
Gerald Harlin

*BY:	/S/ SHANE DALY
	Shane Daly
	Attorney-in-Fact
	February 15, 2019

EXHIBIT INDEX

Exhibit No.	Description	Tag Value
(5)(a)	Opinion and consent of counsel
(24)(a)	Powers of Attorney