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EXHIBIT 4.6-B
TRUST AGREEMENT
OF
MONY CAPITAL TRUST II
THIS TRUST AGREEMENT is made as of January 10, 2000 (this "Trust
Agreement"), by and between The MONY Group Inc., a Delaware corporation, as
depositor (the "Depositor"), and Chase Manhattan Bank Delaware, a Delaware
banking corporation, as trustee (the "Delaware Trustee"). The Depositor and the
Delaware Trustee hereby agrees as follows:
1. The trust created hereby shall be known as "MONY Capital Trust II"
(the "Trust"), in which name the Trustee or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Delaware Trustee the sum of $10. The Delaware Trustee hereby acknowledges
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Delaware Trustee hereby declares that
it will hold the trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et
seq. (the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Delaware Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in substantially the form attached hereto as Exhibit A.
3. The Depositor and the Delaware Trustee will enter into an amended
and restated Trust Agreement satisfactory to each such party and substantially
in the form to be included as an exhibit to the Registration Statement on Form
S-3 (the "1933 Act Registration Statement") referred to below, or in such other
form as the Delaware Trustee and the Depositor may approve, to provide for the
contemplated operation of the Trust created hereby and the issuance of the trust
preferred securities and common securities referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement, the
Delaware Trustee shall not have any duties or obligations hereunder or with
respect of the trust estate, except for the filing of the Certificate of Trust
with the Delaware Secretary of State. Notwithstanding the foregoing, the
Delaware Trustee may take all actions deemed proper as are necessary to effect
the transactions contemplated herein.
4. The Depositor and the Delaware Trustee hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and to execute, in the case of the 1933
Act Registration Statement and 1934 Act Registration Statement (as herein
defined), on behalf of the Trust, (a) the 1933 Act Registration Statement,
including pre-effective or post-effective amendments to such registration
statement, relating to the registration under the
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Securities Act of 1933, as amended (the "1933 Act"), of the trust preferred
securities of the Trust, (b) any preliminary prospectus or prospectus supplement
thereto relating to the trust preferred securities required to be filed pursuant
to Rule 424 under the 1933 Act, and (c) a Registration Statement on Form 8-A or
other appropriate form (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the trust preferred securities of the Trust under Section 12(b)
of the Securities Exchange Act of 1934, as amended; (ii) to file with the New
York Stock Exchange or other exchange, and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
trust preferred securities to be listed on the New York Stock Exchange or such
other exchange or quotation system; (iii) to file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the trust preferred securities
under the securities or "Blue Sky" laws of such jurisdictions as the Depositor,
on behalf of the Trust, may deem necessary or desirable; and (iv) to execute,
deliver and perform on behalf of the Trust an underwriting agreement with the
Depositor and the underwriter or underwriters of the trust preferred securities
of the Trust. In the event that any filing referred to in clauses (i)-(iii)
above is required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange or quotation system, or state securities or
Blue Sky laws to be executed on behalf of the Trust by a trustee, the Depositor
agrees to appoint administrative trustees who will be hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that the administrative trustees,
in their capacities as trustees of the Trust, shall not be required to join in
any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the New York Stock
Exchange or other exchange, or state securities or Blue Sky laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. The
Delaware Trustee may resign upon thirty days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (with regard to conflict of
laws principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
THE MONY GROUP INC, as Depositor
By: /s/ David V. Weigel
Name: David V. Weigel
Title: V.P.-Treasurer
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ John J. Cashin
Name: John J. Cashin
Title: Vice-President
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EXHIBIT A
CERTIFICATE OF TRUST OF
MONY CAPITAL TRUST II
THIS Certificate of Trust of MONY Capital Trust II (the "Trust") is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. Section 3801 et seq.) (the "Act").
1. Name. The name of the business trust formed hereby is MONY Capital
Trust II.
2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201 North
Market Street, Wilmington, Delaware 19801, Attn: Corporate Trustee
Administration Department.
3. Effective Date. This Certificate of Trust will be effective upon
filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By:___________________________________
Name:
Title: