REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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MONY LIFE INSURANCE COMPANY OF
AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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ARIZONA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

6311
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)

86-0222062
(I. R. S. EMPLOYER IDENTIFICATION NUMBER)

1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRAT'S PRINCIPAL EXECUTIVE OFFICES)

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DODIE KENT
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
AXA EQUITABLE LIFE INSURANCE COMPANY
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

CHRISTOPHER E. PALMER, ESQ.
GOODWIN PROCTER LLP
901 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20001

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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. [_]

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. [_]

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

Large accelerated filer [_] Accelerated filer [_]

Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [_]

================================================================================
If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [_]

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X](do not check if Smaller reporting company [ ]
a smaller
reporting
company)

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CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(2)
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Interests in Variable Indexed Options $115,082,020 $ $100,000,000 $13,640.00
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Life Insurance Company -- -- -- None
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(1)An indeterminate number or amount of interests in the Market Stabilizer
Option/(R)/ of AXA Equitable Life Insurance Company that may from time to
time be issued at indeterminate prices, in U.S. dollars. Units of interest
are only sold in U.S. dollar amounts. In no event will the aggregate maximum
offering price of all securities issued pursuant to this registration
statement exceed $115,082,020.

(2)Of the $23,000,000 of units of interest under the Market Stabilizer
Option/(R)/ registered under the Registration Statement File No. 333-180068
on Form S-1 on April 30, 2012, for which a filing fee of $2,148.75 was paid,
$15,082,020.00 (for a filing fee of $2,057.18) are being carried forward
pursuant to Rule 415(a)(6). A payment of $13,640.00 (for $100,000,000 units
of interest, referencing CIK0000835357), which accounts for the remainder of
the registration fee, has been wired to U. S. Bank of St. Louis, MO for
deposit into the Commission's account.

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

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

Market Stabilizer Option(R) Available Under Certain Variable Life Insurance
Policies Issued by MONY Life Insurance Company of America

PROSPECTUS DATED MAY 1, 2013

PLEASE READ AND KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT CONTAINS
IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE PURCHASING OR TAKING ANY
OTHER ACTION UNDER YOUR POLICY. THIS PROSPECTUS SUPERSEDES ALL PRIOR
PROSPECTUSES. ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE APPROPRIATE
VARIABLE LIFE INSURANCE POLICY PROSPECTUS. THIS PROSPECTUS IS IN ADDITION TO
THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AND ALL INFORMATION
IN THE APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS CONTINUES TO APPLY
UNLESS ADDRESSED BY THIS PROSPECTUS.

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MONY Life Insurance Company of America (the "Company" or "MONY America") issues
the Market Stabilizer Option(R) described in this Prospectus. The Market
Stabilizer Option(R) is available only under certain variable life insurance
policies that we offer and may not be available through your financial
professional.

Among the many terms associated with the Market Stabilizer Option(R) are:

.. Index-Linked Return for approximately a one year period tied to the
performance of the S&P 500 Price Return index, which excludes dividends as
described below.

.. Index-Linked Return will be applied at the end of the period (your Segment
Term) on the Segment Maturity Date and only to amounts remaining within the
segment until the Segment Maturity Date. The Index-Linked Return will not
be applied before the Segment Maturity Date.

.. The Index-Linked Return could be positive, zero or in certain circumstances
negative as described below. In the event that the S&P 500 Price Return
index sustains a 100% loss, the maximum loss of principal would be 75%.
THEREFORE, THERE IS THE POSSIBILITY OF A NEGATIVE RETURN ON THIS INVESTMENT
AT THE END OF YOUR SEGMENT TERM, WHICH COULD RESULT IN A SIGNIFICANT LOSS
OF PRINCIPAL.

.. An Early Distribution Adjustment will be made for distributions (including
deductions) from the Segment Account Value before the Segment Maturity
Date. ANY EARLY DISTRIBUTION ADJUSTMENT THAT IS MADE WILL CAUSE YOU TO LOSE
PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION FACTOR, AS EXPLAINED
LATER IN THIS PROSPECTUS, AND THAT LOSS COULD POTENTIALLY BE SUBSTANTIAL.
Therefore you should carefully consider whether to make such distributions
and/or maintain enough value in your Unloaned Guaranteed Interest Option
("Unloaned GIO") and/or variable investment options to cover your monthly
deductions. The Unloaned GIO is the portion of the Guaranteed Interest
Option ("GIO") that is not being held to secure policy loans you have
taken. As described later in this Prospectus, we will attempt to maintain a
reserve (Charge Reserve Amount) to cover your monthly deductions, but it is
possible that the Charge Reserve Amount will be insufficient to cover your
monthly deductions.

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THESE ARE ONLY SOME OF THE TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE READ THIS PROSPECTUS FOR MORE DETAILS ABOUT THE MARKET
STABILIZER OPTION(R). ALSO, THIS PROSPECTUS MUST BE READ ALONG WITH THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY PROSPECTUS AS WELL AS THE
APPROPRIATE VARIABLE LIFE INSURANCE POLICY AND POLICY RIDER FOR THIS OPTION.
PLEASE REFER TO PAGE 4 OF THIS PROSPECTUS FOR A DEFINITIONS SECTION THAT
DISCUSSES THESE AND OTHER TERMS ASSOCIATED WITH THE MARKET STABILIZER
OPTION(R). PLEASE REFER TO PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK
FACTORS.
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OTHER MONY AMERICA POLICIES. We offer a variety of fixed and variable life
insurance policies which offer policy features, including investment options,
that are different from those offered by this Prospectus. Not every policy or
feature is offered through your financial professional. You can contact us to
find out more about any other MONY America insurance policy.

WHAT IS THE MARKET STABILIZER OPTION(R)?

The Market Stabilizer Option(R) ("MSO") is an investment option available under
certain MONY America variable life insurance policies. The option provides for
participation in the performance of the S&P 500 Price Return index, which
excludes dividends (the "Index") up to the Growth Cap Rate that we set on the
Segment Start Date. While the Growth Cap Rate is set at the Company's sole
discretion, the Growth Cap Rate will not change during a Segment Term and the
Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we
will apply the Index-Linked Rate of Return to the Segment Account Value based
on the performance of the Index. If the performance of the Index has been
positive for the Segment Term and equal to or below the Growth Cap Rate, we
will apply to the Segment Account Value an Index-Linked Rate of Return equal to
the full Index performance. If the performance of the Index has been positive
for the Segment Term and above the Growth Cap Rate, we will apply an
Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has
negative performance, the Index-Linked Rate of Return will be 0% unless the
Index performance goes below -25% for the Segment Term. In that case only the
negative performance in excess of -25% will be applied to the Segment Account
Value and you bear the entire risk of loss of principal for the portion of
negative performance that exceeds -25%. Please see "Index-Linked Return" in
"Description of the Market Stabilizer Option(R)" later in this prospectus.

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PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

Although under the appropriate variable life insurance policy, we reserve the
right to apply a transfer charge up to $25 for each transfer among your
investment options, there are no transfer charges for transfers into or out of
the MSO Holding Account. Please note that once policy account value has been
swept from the MSO Holding Account into a Segment, transfers into or out of
that Segment before its Segment Maturity Date will not be permitted.

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The Market Stabilizer Option(R) is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its
third party licensors makes any representation or warranty, express or implied,
to the owners of the Market Stabilizer Option(R) or any member of the public
regarding the advisability of investing in securities generally or in the
Market Stabilizer Option(R) particularly or the ability of the S&P 500 Price
Return index (the "Index") to track general stock market performance. S&P's and
its third party licensor's only relationship to MONY America is the licensing
of certain trademarks and trade names of S&P and the third party licensors and
of the Index which is determined, composed and calculated by S&P or its third
party licensors without regard to MONY America or the Market Stabilizer
Option(R). S&P and its third party licensors have no obligation to take the
needs of MONY America or the owners of the Market Stabilizer Option(R) into
consideration in determining, composing or calculating the Index. Neither S&P
nor its third party licensors is responsible for and has not participated in
the determination of the prices and amount of the Market Stabilizer Option(R)
or the timing of the issuance or sale of the Market Stabilizer Option(R) or in
the determination or calculation of the equation by which the Market Stabilizer
Option(R) is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Market
Stabilizer Option(R).
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THE SEC HAS NOT APPROVED OR DISAPPROVED 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.

EVM-109 (5/13) Cat # 235457
NB (IL Leg II - all states except NY and PR) # 416954

Contents of this Prospectus

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MARKET STABILIZER OPTION(R)
----------------------------

Who is MONY Life Insurance Company of America? 3

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1. DEFINITIONS
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2. FEE TABLE SUMMARY
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3. RISK FACTORS
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4. DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
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5. DISTRIBUTION OF THE POLICIES
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6. ADDITIONAL INFORMATION
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APPENDICES
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I -- Early Distribution Adjustment Examples I-1
II -- Information about MONY Life Insurance Company
of America II-1

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"We," "our," and "us" refer to MONY America.
When we address the reader of this Prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
Prospectus is discussing at that point. This is usually the policy owner.

CONTENTS OF THIS PROSPECTUS

Who is MONY Life Insurance Company of America?

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We are 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 Financial, Inc., which is
an indirect wholly owned subsidiary of AXA S.A. ("AXA"), a French holding
company for an international group of insurance and related financial services
companies. As the ultimate sole 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 policies.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$537 billion in assets as of December 31, 2012. MONY America is licensed to
sell life insurance and annuities in forty-nine states (not including New
York), the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our
home office is located at 1290 Avenue of the Americas, New York, NY 10104.

HOW TO REACH US

Please refer to the "How to reach us" section of the appropriate variable life
insurance policy prospectus for more information regarding contacting us and
communicating your instructions. We also have specific forms that we recommend
you use for electing the MSO and any MSO transactions.

WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA?

1. Definitions

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CHARGE RESERVE AMOUNT -- A minimum amount of policy account value in the
Unloaned GIO (the portion of the Guaranteed Interest Option ("GIO") that is not
being held to secure policy loans you have taken.) that you are required to
maintain in order to approximately cover all of the estimated monthly charges
for the policy (including, but not limited to, the policy's monthly cost of
insurance charge, the policy's monthly administrative charge, the policy's
monthly mortality and expense risk charge, the MSO's monthly Variable Index
Segment Account Charge (the monthly charge deducted from the policy account)
and any monthly optional rider charges, (please see "Charges" later in this
Prospectus for more information) during the Segment Term. The Charge Reserve
Amount will be determined on each Segment Start Date as an amount projected to
be sufficient to cover all of the policy's monthly deductions during the
Segment Term, assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account and
that no policy changes or additional premium payments are made. The Charge
Reserve Amount will be reduced by each subsequent monthly deduction (but not to
less than zero). THERE IS NO REQUIREMENT TO MAINTAIN A CHARGE RESERVE AMOUNT,
WHICH WOULD COVER APPROXIMATELY ALL ESTIMATED MONTHLY POLICY CHARGES, IF YOU
ARE NOT IN A SEGMENT. Please see "Segments" later in this Prospectus for more
information about the investment options from which account value could be
transferred to the Unloaned GIO on a Segment Start Date in order to meet this
requirement.

DOWNSIDE PROTECTION (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT LOSS
ABSORPTION THRESHOLD RATE") -- This is your protection against negative
performance of the S&P 500 Price Return index for a Segment held until its
Segment Maturity Date. It is currently -25%. THE DOWNSIDE PROTECTION IS SET ON
THE SEGMENT START DATE AND ANY DOWNSIDE PROTECTION IN EXCESS OF -25% WILL BE
SET AT THE COMPANY'S SOLE DISCRETION. However, the Downside Protection will not
change during a Segment Term and at least -25% of Downside Protection will
always be provided when a Segment is held until the Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT ("EDA," MAY ALSO BE REFERRED TO IN YOUR POLICY AS
THE "MARKET VALUE ADJUSTMENT") -- The EDA is an adjustment that we make to your
Segment Account Value, before a Segment matures, in the event you surrender
your policy, take a loan from a Segment or if we should find it necessary to
make deductions for monthly charges or any other distribution from a Segment.
(Such other distributions would include any distributions from the policy that
we deem necessary to continue to qualify the policy as life insurance under
applicable tax law, any unpaid loan interest, or any distribution in connection
with the exercise of a rider available under your policy.) AN EDA THAT IS MADE
WILL CAUSE YOU TO LOSE PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION
FACTOR, WHICH ESTIMATES THE MARKET VALUE, AT THE TIME OF AN EARLY DISTRIBUTION,
OF THE RISK THAT YOU WOULD SUFFER A LOSS IF YOUR SEGMENT WERE CONTINUED
(WITHOUT TAKING THE EARLY DISTRIBUTION) UNTIL ITS SEGMENT MATURITY DATE AND
THAT LOSS COULD BE SUBSTANTIAL. However, because of a pro rata refund of
certain charges already paid that is included in the EDA , the net effect of
the EDA will not always result in the reduction of principal. The EDA will
usually result in a reduction in your Segment Account Value and your other
policy values. Therefore, you should give careful consideration before taking
any early loan or surrender, or allowing the value in your other investment
options to fall so low that we must make any monthly deduction from a Segment.
Please see "Early Distribution Adjustment" later in this Prospectus for more
information.

GROWTH CAP RATE -- The maximum rate of return that will be applied to a Segment
Account Value. THE GROWTH CAP RATE IS SET FOR EACH SEGMENT ON THE SEGMENT START
DATE. WHILE THE GROWTH CAP RATE IS SET AT THE COMPANY'S SOLE DISCRETION, the
Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate
will always be at least 6%.

INDEX -- The S&P 500 Price Return index, which is the S&P 500 index excluding
dividends. This index includes 500 leading companies in leading industries in
the U.S. economy.

INDEX PERFORMANCE RATE -- The Index Performance Rate measures the percentage
change in the Index during a Segment Term for each Segment. If the Index is
discontinued or if the calculation of the Index is substantially changed, we
reserve the right to substitute an alternative index. We also reserve the right
to choose an alternative index at our discretion. Please see "Change in Index"
for more information.

The Index Performance Rate is calculated by ((b) divided by (a)) minus one,
where:

(a)is the value of the Index at the close of business on the Segment Start
Date, and

(b)is the value of the Index at the close of business on the Segment Maturity
Date.

We determine the value of the Index at the close of business, which is the end
of a business day. Generally, a business day is any day the New York Stock
Exchange is open for trading. If the New York Stock Exchange is not open for
trading or if the Index value is, for any other reason, not published on the
Segment Start Date or a Segment Maturity Date, the value of the Index will be
determined as of the end of the most recent preceding business day for which
the Index value is published.

INDEX-LINKED RATE OF RETURN -- The rate of return we apply to calculate the
Index-Linked Return which is based on the Index Performance Rate adjusted to
reflect the Growth Cap Rate and protection against negative performance.
Therefore, if the performance of the Index is zero or positive, we will apply
that performance up to the Growth Cap Rate. If the performance of the Index is
negative, we

DEFINITIONS

will apply performance of zero unless the decline in the performance of the
Index is below -25% in which case negative performance in excess of -25% will
apply. Please see the chart under "Index-Linked Return" for more information.

INDEX-LINKED RETURN -- The amount that is applied to the Segment Account Value
on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate
of Return multiplied by the Segment Account Value on the Segment Maturity Date.
The Index-Linked Return may be positive, negative or zero. The Indexed-Linked
Return is only applied to amounts that remain in a Segment Account Value until
the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to an
Early Distribution Adjustment.

INITIAL SEGMENT ACCOUNT -- The amount initially transferred to a Segment from
the MSO Holding Account on its Segment Start Date, net of:

(a)the Variable Index Benefit Charge (see "Charges" later in this Prospectus)

and

(b)the amount, if any, that may have been transferred from the MSO Holding
Account to the Unloaned GIO to cover the Charge Reserve Amount (see "Charge
Reserve Amount" later in this Prospectus). Such a transfer would be made
from the MSO Holding Account to cover the Charge Reserve Amount only (1) if
you have given us instructions to make such a transfer or (2) in the other
limited circumstances described under "Segments" later in this Prospectus.

MSO HOLDING ACCOUNT -- This is a portion of the EQ/Money Market variable
investment option that holds amounts designated by the policy owner for
investment in the MSO prior to any transfer into the next available new Segment.

SEGMENT -- The portion of your total investment in the MSO that is associated
with a specific Segment Start Date. You create a new Segment each time an
amount is transferred from the MSO Holding Account into a Segment Account.

SEGMENT ACCOUNT VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
ACCOUNT") -- The amount of an Initial Segment Account subsequently reduced by
any monthly deductions, policy loans and unpaid loan interest, and
distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law, which are allocated to the
Segment. Any such reduction in the Segment Account Value prior to its Segment
Maturity Date will result in a corresponding Early Distribution Adjustment,
which will cause you to lose principal, and that loss could be substantial. The
Segment Account Value is used in determining policy account values, death
benefits, and the net amount at risk for monthly cost of insurance calculations
of the policy and the new base policy face amount associated with a requested
change in death benefit option.

For example, if you put $1,000 into the MSO Holding Account, $992.50 would go
into a Segment. This amount represents the Initial Segment Account. The Segment
Account Value represents the value in the Segment which gets reduced by any
deductions allocated to the Segment, with corresponding EDAs, through the
course of the Segment Term. The Segment Distribution Value represents what you
would receive upon surrendering the policy and reflects the EDA upon surrender.

SEGMENT DISTRIBUTION VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
VALUE") -- This is the Segment Account Value minus the Early Distribution
Adjustment that would apply on a full surrender of that Segment at any time
prior to the Segment Maturity Date. Segment Distribution Values will be used in
determining policy value available to cover monthly deductions, any applicable
proportionate surrender charges for requested face amount reductions, and other
distributions; cash surrender values and maximum loan values subject to any
applicable base policy surrender charge. They will also be used in determining
whether any outstanding policy loan and accrued loan interest exceeds the
policy account value.

SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.

SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.

SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.

SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.

DEFINITIONS

2. Fee Table Summary

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MSO CHARGES WHEN CHARGE IS DEDUCTED CURRENT NON-GUARANTEED
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Variable Index Benefit Charge/(1)/ On Segment Start Date 0.75%
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Variable Index Segment Account Charge/(1)/ At the beginning of each policy month during 0.65%
the Segment Term
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Total 1.40%
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MSO CHARGES WHEN CHARGE IS DEDUCTED GUARANTEED MAXIMUM
------------------------------------------------------------------------------------------------------------

Variable Index Benefit Charge/(1)/ On Segment Start Date 0.75%
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Variable Index Segment Account Charge/(1)/ At the beginning of each policy month during 1.65%
the Segment Term
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Total 2.40%
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MAXIMUM SPREAD
PERCENTAGE THAT MAY
OTHER WHEN CHARGE IS DEDUCTED BE DEDUCTED
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Loan Interest Spread/(2)/ for Amounts of Policy On each policy anniversary (or on loan Oregon policies: 2%
Loans Allocated to MSO Segment termination, if earlier) All other policies: 5%
-------------------------------------------------------------------------------------------------------------

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MAXIMUM AMOUNT
THAT MAY BE
OTHER WHEN CHARGE IS DEDUCTED DEDUCTED
--------------------------------------------------------------------------------------------------------------

Early Distribution Adjustment On surrender or other distribution (including 75% of Segment Account Value/(3)/
loan) from an MSO Segment prior to its Segment
Maturity Date
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(1)These charges represent annual rates.
(2)We charge interest on policy loans but credit you with interest on the
amount of the policy account value we hold as collateral for the loan. The
"spread" is the difference between the interest rate we charge you on a
policy loan and the interest rate we credit to you on the amount of your
policy account value that we hold as collateral for the loan.
(3)The actual amount of an Early Distribution Adjustment is determined by a
formula that depends on, among other things, how the Index has performed
since the Segment Start Date, as discussed in detail under "Early
Distribution Adjustment" later in this Prospectus. The maximum amount of the
adjustment would occur if there is a total distribution at a time when the
Index has declined to zero.

This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus.

The base variable life insurance policy's mortality and expense risk charge
will also apply to a Segment Account Value or any amounts held in the MSO
Holding Account. The mortality and expense risk charge is part of the policy
monthly charges. Please see "How we deduct policy monthly charges during a
Segment Term" for more information. Please refer to the appropriate variable
life insurance policy prospectus for more information.

FEE TABLE SUMMARY

3. Risk Factors

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There are risks associated with some features of the Market Stabilizer
Option(R):

.. There is a risk of a substantial loss of your principal because you agree
to absorb all losses from the portion of any negative Index performance
that exceeds -25%.

.. Your Index-Linked Return is also limited by the Growth Cap Rate, which
could cause your Index-Linked Return to be lower than it would otherwise be
if you participated in the full performance of the S&P 500 Price Return
index.

.. You will not know what the Growth Cap Rate is before the Segment starts.
Therefore, you will not know in advance the upper limit on the return that
may be credited to your investment in a Segment.

.. Negative consequences apply if, for any reason, amounts you have invested
in a Segment are removed before the Segment Maturity Date. Specifically,
with respect to the amounts removed early, you would (1) forfeit any
positive Index performance and (2) be subject to an Early Distribution
Adjustment that exposes you to a risk of potentially substantial loss of
principal. This exposure is designed to be consistent with the treatment of
losses on amounts held to the Segment Maturity Date. EVEN WHEN THE INDEX
PERFORMANCE HAS BEEN POSITIVE, THE EDA WILL CAUSE YOU TO LOSE SOME
PRINCIPAL ON AN EARLY REMOVAL.

.. The following types of removals of account value from a Segment will result
in the above-mentioned penalties to you, if the removals occur prior to the
Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your
policy; (c) a distribution in order to enable your policy to continue to
qualify as life insurance under the federal tax laws; (d) certain
distributions in connection with the exercise of a rider available under
your policy; and (e) a charge or unpaid policy loan interest that we deduct
from your Segment Account Value because the Charge Reserve Amount and other
funds are insufficient to cover them in their entirety. The Charge Reserve
Amount may become insufficient because of policy changes that you request,
additional premium payments, investment performance, policy loans, policy
partial withdrawals from other investment options besides the MSO, and any
increases we make in current charges for the policy (including for the MSO
and optional riders).

.. Certain of the above types of early removals can occur (and thus result in
penalties to you) without any action on your part. Examples include
(i) certain distributions we might make from your Segment Account Value to
enable your policy to continue to qualify as life insurance and
(ii) deductions we might make from your Segment Account Value to pay
charges if the Charge Reserve Amount becomes insufficient.

.. Any applicable EDA will generally be affected by changes in both the
volatility and level of the S&P 500 Price Return Index. Any EDA applied to
any Segment Account Value is linked to the estimated value of a put option
on the S&P 500 Price Return index as described later in this Prospectus.
The estimated value of the put option and, consequently, the amount of the
EDA will generally be higher after increases in market volatility or after
the Index experiences a negative return following the Segment Start Date.

.. Once policy account value is in a Segment, you cannot transfer out of a
Segment and you can only make withdrawals out of a Segment if you surrender
your policy. This would result in the imposition of any applicable
surrender charges and EDA.

.. We may not offer new Segments so there is also the possibility that a
Segment may not be available for a Segment Renewal at the end of your
Segment Term(s).

.. We also reserve the right to substitute an alternative index for the S&P
500 Price Return index, which could reduce the Growth Cap Rates we can
offer.

.. No company other than MONY America has any legal responsibility to pay
amounts that MONY America owes under the policies. An owner should look to
the financial strength of MONY America for its claims-paying ability.

.. You do not have any rights in the securities underlying the index,
including, but not limited to, (i) interest payments, (ii) dividend
payments or (iii) voting rights.

.. Your Segment Maturity Value is dependent on the performance of the index on
the Segment Maturity Date.

.. Past performance of the index is no indication of future performance.

.. The amounts required to be maintained in the Unloaned GIO for the Charge
Reserve Amount during the Segment Term may earn a return that is less than
the return you might have earned on those amounts in another investment
option had you not invested in a Segment.

.. You must forgo the additional no lapse guarantee benefit provided by the
Extended No Lapse Guarantee Rider if you want to allocate to the MSO.
Please see "Extended No Lapse Guarantee Rider" later in this Prospectus for
more information.

.. If you do not specify a minimum Growth Cap Rate acceptable to you, your
account value could transfer into a Segment with a Growth Cap Rate that may
be lower than what you would have chosen.

.. The MSO is not available while the Paid Up Death Benefit Guarantee is in
effect. Please see "Paid Up Death Benefit Guarantee" later in this
Prospectus for more information.

.. If your policy has the Loan Extension Endorsement, and your policy goes on
Loan Extension while you have amounts invested in MSO, you will forfeit any
positive index performance and be subject to an Early Distribution
Adjustment with respect to these amounts. In addition, MSO will no longer
be available once you go on Loan Extension. Please see "Loan Extension"
later in this Prospectus for more information.

.. If you elect the Long-Term Care Services/SM/ Rider, after a period of
coverage ends before coverage is continued as a Nonforfeiture Benefit, if
any MSO Segments are in effect, they will be terminated with corresponding
early distribution adjustments. Please see "Long-Term Care Services/SM/
Rider" later in this prospectus for more information.

RISK FACTORS

.. If a Living Benefits Rider or an accelerated death benefit rider (which may
be referred to as a "total and permanent disability accelerated death
benefit rider" or a "limited life expectancy accelerated death benefit
rider") is included with your policy, the portion of the cash surrender
value that is on lien and is allocated to your values in the variable
investment options under your policy and investment in the MSO will be
transferred to and maintained as part of the Unloaned GIO. Please see
"Living Benefits Rider" later in this Prospectus for more information.

RISK FACTORS

4. Description of the Market Stabilizer Option(R)

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

We offer a Market Stabilizer Option(R) that provides a rate of return tied to
the performance of the Index.

MSO HOLDING ACCOUNT

The amount of each transfer or loan repayment you make to the MSO, and the
balance of each premium payment you make to the MSO after any premium charge
under your base policy has been deducted, will first be placed in the MSO
Holding Account. The MSO Holding Account is a portion of the regular EQ/Money
Market variable investment option that will hold amounts allocated to the MSO
until the next available Segment Start Date. The MSO Holding Account has the
same rate of return as the EQ/Money Market variable investment option and is
subject to the same underlying portfolio operating expenses as that variable
investment option. Please refer to "Risk/benefit summary: charges and expenses
you will pay" of the appropriate variable life insurance policy prospectus for
more information regarding such expenses. We currently plan on offering new
Segments on a monthly basis but reserve the right to offer them less frequently
or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer
amounts from the MSO Holding Account into other investment options available
under your policy at any time subject to any transfer restrictions within your
policy. You can transfer into and out of the MSO Holding Account at any time up
to and including the Segment Start Date provided your transfer request is
received at our administrative office by such date. For example, you can
transfer policy account value into the MSO Holding Account on the 3rd Friday of
June, 2013. That policy account value would transfer into the Segment starting
on that date, subject to the conditions mentioned earlier. You can also
transfer policy account value out of the MSO Holding Account before the end of
the business day on the Segment Start Date and that account value would not be
swept into the Segment starting on that date. Please refer to the "How to reach
us" section of the appropriate variable life insurance policy prospectus for
more information regarding contacting us and communicating your instructions.
We also have specific forms that we recommend you use for electing the MSO and
any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding
charges and any account value transferred to cover the Charge Reserve Amount,
will be transferred into a Segment if all requirements and limitations are met
that are discussed under "Segments" immediately below.

SEGMENTS

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar
month and will have a Segment Maturity Date on the 3rd Friday of the same
calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a
new Segment on a Segment Start Date, all of the following conditions must be
met on that date:

(1)The Growth Cap Rate for that Segment must be equal to or greater than your
minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this
Prospectus).

(2)There must be sufficient account value available within the Unloaned GIO and
the variable investment options including the MSO Holding Account to cover
the Charge Reserve Amount as determined by us on such date (Please see
"Charge Reserve Amount" later in this Prospectus).

(3)The Growth Cap Rate must be greater than the sum of the annual interest rate
we are currently crediting on the Unloaned GIO ("A"), the Variable Index
Benefit Charge rate ("B"), the annualized monthly Variable Index Segment
Account Charge rate ("C") and the current annualized monthly mortality and
expense risk charge rate ("D"). The Growth Cap Rate must be greater than
(A+B+C+D). This is to ensure that the highest possible rate of return that
could be received in a Segment after these charges (B+C+D) have been
considered exceeds the interest crediting rate currently being offered in
the Unloaned GIO.

(4)It must not be necessary, as determined by us on that date, for us to make a
distribution from the policy during the Segment Term in order for the policy
to continue to qualify as life insurance under applicable tax law.

(5)The total amount allocated to your Segments under your policy on that date
must be less than any limit we may have established.

If there is sufficient policy account value in the Unloaned GIO to cover the
Charge Reserve Amount, then no transfers from other investment options to the
Unloaned GIO will need to be made. If there is insufficient value in the
Unloaned GIO to cover the Charge Reserve Amount and we do not receive
instructions from you specifying the investment options from which we should
transfer the account value to the Unloaned GIO to meet Charge Reserve Amount
requirements at the Segment Start Date, or the transfer instructions are not
possible due to insufficient funds, then the required amount will be
transferred proportionately from your variable investment options including the
MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned
GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next
available Segment does not qualify per your minimum Growth Cap Rate
instructions and the conditions listed above, then your amount in the MSO
Holding Account will remain there until we receive further instruction from
you. We will mail you a notice informing you that your account value did or did
not transfer from the MSO Holding Account into a Segment. These notices are
mailed on or about the next business day after the applicable

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

Segment Start Date. Please see "Requested Face Amount Increases" later in this
Prospectus for more information about the investment options from which account
value could be transferred to the Unloaned GIO on the effective date of a
requested face amount increase.

SEGMENT MATURITY

Near the end of the Segment Term, we will notify you between 15 and 45 days
before the Segment Maturity Date that a Segment is about to mature. At that
time, you may choose to have all or a part of:

(a)the Segment Maturity Value rolled over into the MSO Holding Account

(b)the Segment Maturity Value transferred to the variable investment options
available under your policy

(c)the Segment Maturity Value transferred to the Unloaned GIO.

If we do not receive your transfer instructions before the Segment Maturity
Date, your Segment Maturity Value will automatically be rolled over into the
MSO Holding Account for investment in the next available Segment, subject to
the conditions listed under "Segments" above.

However, if we are not offering the MSO at that time, we will transfer the
Segment Maturity Value to the investment options available under your policy
per your instructions or to the EQ/Money Market investment option if no
instructions are received. Please see "Right to Discontinue and Limit Amounts
Allocated to the MSO" for more information. Although, under the appropriate
variable life insurance policy, we reserve the right to apply a transfer charge
up to $25 for each transfer among your investment options there will be no
transfer charges for any of the transfers discussed in this section.

GROWTH CAP RATE

By allocating your account value to the MSO, you can participate in the
performance of the Index up to the applicable Growth Cap Rate that we declare
on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new
Segment until after the account value has been transferred from the MSO Holding
Account into the Segment and you are not allowed to transfer the account value
out of a Segment before the Segment Maturity Date. Please see "Transfers" below.

Each Segment is likely to have a different Growth Cap Rate. However, the Growth
Cap Rate will never be less than 6%.

Your protection against negative performance for a Segment held until its
Segment Maturity Date is currently -25% ("Downside Protection" also referred to
in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the
right, for new Segments, to increase your Downside Protection against negative
performance. For example, if we were to adjust the Downside Protection for a
Segment to -100%, the Index-Linked Rate of Return for that Segment would not go
below 0%. Please note that any increase in the protection against negative
performance would likely result in a lower Growth Cap Rate than would otherwise
apply. We will provide notice between 15 and 45 days before any change in the
Downside Protection is effective. Any change would only apply to new Segments
started after the effective date of the change, which (coupled with the 15-45
day notice we will give) will afford you the opportunity to decline to
participate in any Segment that reflects a change in the Downside Protection.

ANY INCREASES IN THE GROWTH CAP RATE ABOVE THE MINIMUM 6% AND INCREASES IN
DOWNSIDE PROTECTION FROM THE MINIMUM -25% ARE SET AT THE COMPANY'S SOLE
DISCRETION. However, the Growth Cap Rate can never be less than 6% and we may
only increase your Downside Protection from the current -25%.

As part of your initial instructions in selecting the MSO, you will specify
what your minimum acceptable Growth Cap Rate is for a Segment. You may specify
a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the
Segment Start Date, is below the minimum you specified then the account value
will not be transferred from the MSO Holding Account into that Segment. If you
do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will
be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap
Rate, account value could transfer into a Segment with a Growth Cap Rate that
may be lower than what you would have chosen. In addition, for account value to
transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must
be greater than the sum of the annual interest rate we are currently crediting
on the Unloaned GIO ("A"), the Variable Index Benefit Charge rate ("B"), the
annualized monthly Variable Index Segment Account Charge rate ("C") and the
current annualized monthly mortality and expense risk charge rate ("D"). The
Growth Cap Rate must be greater than (A+B+C+D).

For example, assume that the annual interest rate we are currently crediting on
the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%,
the annualized monthly Variable Index Segment Account charge rate were 0.65%
and the annualized monthly mortality and expense risk charge rate were 0.85%.
Based on those assumptions (which we provide only for illustrative purposes and
will not necessarily correspond to actual rates), because these numbers total
6.25%, no amounts would be transferred into any Segment unless we declare a
Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return"
later in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set
the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO
Holding Account will be made into that new Segment provided all other
requirements and conditions discussed in this Prospectus are met. If we set the
Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be
made into that Segment. No transfer will be made until a Segment Growth Cap
Rate equal to or greater than 8% is set and all requirements are met or you
transfer account value out of the MSO Holding Account.

GROWTH CAP RATE AVAILABLE DURING INITIAL YEAR

If you allocate policy account value to any Segment that commences during the
first year that the MSO is available to you under your policy, our current
practice is to establish a Growth Cap Rate that is at least 15%. This 15%
minimum Growth Cap Rate would apply to all Segment Terms that commence:

.. During the first policy year, if the MSO was available to you as a feature
of your policy when the policy was issued; or

.. For in-force policies, during the one year period beginning with the date
when the MSO was first made available to you after your policy was issued.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

We may terminate or change this 15% initial year minimum Growth Cap Rate at any
time; but any such change or termination would apply to you only if your policy
is issued, or the MSO was first made available to you, after such modification
or termination.

After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap
Rate will revert back to 6%.

INDEX-LINKED RETURN

We calculate the Index-Linked Return for a Segment by taking the Index-Linked
Rate of Return and multiplying it by the Segment Account Value on the Segment
Maturity Date. The Segment Account Value is net of the Variable Index Benefit
Charge described below as well as any monthly deductions, policy loans and
unpaid interest, distributions from the policy that we deem necessary to
continue to qualify the policy as life insurance under applicable tax law and
any corresponding Early Distribution Adjustments. The Segment Account Value
does not include the Charge Reserve Amount described later in this Prospectus.

The following table demonstrates the Index-Linked Rate of Return and the
Segment Maturity Value on the Segment Maturity Date based upon a hypothetical
range of returns for the S&P 500 Price Return index. This example assumes a 15%
Growth Cap Rate and a $1,000 investment in the MSO Segment.

--------------------------------------------------------------------------------------------------------------------------
INDEX PERFORMANCE RATE OF THE S&P 500 INDEX-LINKED RATE
PRICE RETURN INDEX OF RETURN SEGMENT MATURITY VALUE
--------------------------------------------------------------------------------------------------------------------------

50% 15% $1,150
--------------------------------------------------------------------------------------------------------------------------
25% 15% $1,150
--------------------------------------------------------------------------------------------------------------------------
10% 10% $1,100
--------------------------------------------------------------------------------------------------------------------------
0% 0% $1,000
--------------------------------------------------------------------------------------------------------------------------
-25% 0% $1,000
--------------------------------------------------------------------------------------------------------------------------
-50% -25% $750
--------------------------------------------------------------------------------------------------------------------------
-75% -50% $500
--------------------------------------------------------------------------------------------------------------------------
-100% -75% $250
--------------------------------------------------------------------------------------------------------------------------

For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index
has gone up 20% over your Segment Term, you will receive a 15% credit to your
Segment Account Value on the Segment Maturity Date. If the Index had gone up by
13% from your Segment Start Date to your Segment Maturity Date then you would
receive a credit of 13% to your Segment Account Value on the Segment Maturity
Date.

If the Index had gone down 20% over the Segment Term then you would receive a
return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 30% by your Segment Maturity Date then your
Segment Account Value would be reduced by 5% on the Segment Maturity Date. The
Downside Protection feature of the MSO will absorb the negative performance of
the Index up to -25%.

The minimum Growth Cap Rate is 6%. However, account value will only transfer
into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal
to or greater than your specified minimum Growth Cap Rate and meets the
conditions discussed earlier in the "Growth Cap Rate" section.

In those instances where the account value in the MSO Holding Account does not
transfer into a new Segment, the account value will remain in the MSO Holding
Account until the next available, qualifying Segment unless you transfer the
account value into the Unloaned GIO and/or other investment option available
under your policy subject to any conditions and restrictions.

For instance, if we declare the Growth Cap Rate to be 6% and your specified
minimum Growth Cap Rate is 6% but we are currently crediting an annual interest
rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of
the charges (B+C+D) discussed in the Growth Cap Rate section then your account
value will remain in the MSO Holding Account on the date the new Segment would
have started.

As indicated above, you must transfer account value out of the MSO Holding
Account into the Unloaned GIO and/or other investment options available under
your policy if you do not want to remain in the MSO Holding Account.

If we declare the Growth Cap Rate to be 6% and your specified minimum Growth
Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth
Cap Rate" section plus the annual interest rate on the Unloaned GIO are less
than 6% and all requirements are met then the net amount of the account value
in the MSO Holding Account will transfer into a new Segment.

If you specified a minimum Growth Cap Rate of 10% in the above examples then
account value would not transfer into a new Segment from the MSO Holding
Account because the Growth Cap Rate did not meet your specified minimum Growth
Cap Rate.

The Index-Linked Return is only applied to amounts that remain in a Segment
until the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to a
Early Distribution Adjustment.

CHANGE IN INDEX

If the Index is discontinued or if the calculation of the Index is
substantially changed, we reserve the right to substitute an alternative index.
We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would
provide notice 45 days before making that change. The new index would only
apply to new Segments. Any outstanding Segments would mature on their original
Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or
greater. However, an alternative index may reduce the Growth Cap Rates we can
offer. We would attempt to choose a substitute index that has a similar
investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially
changed, thereby affecting the Index-Linked Return of existing Segments, we
will mature the Segments based on the most recently available closing value of
the Index before it is discontinued or changed. Such maturity will be as of the
date of such most recently available closing value of the Index and we will use
that closing value to calculate the Index-linked Return through that date. We
would apply the full Index performance to that date subject to the full

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

Growth Cap Rate and Downside Protection. For example, if the Index was up 12%
at the time we matured the Segment and the Growth Cap Rate was 8%, we would
credit an 8% return to your Segment Account Value. If the Index was down 30% at
the time we matured the Segment, we would credit a 5% negative return to your
Segment Account Value. We would provide notice about maturing the Segment, as
soon as practicable and ask for instructions on where to transfer your Segment
Maturity Value.

If we are still offering Segments at that time, you can request that the
Segment Maturity Value be invested in a new Segment, in which case we will hold
the Segment Maturity Value in the MSO Holding Account for investment in the
next available Segment subject to the same terms and conditions discussed above
under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there
would be no transfer charges or EDA applied and you can allocate the Segment
Maturity Value to the investment options available under your policy. Please
see "Segment Maturity" earlier in this Prospectus for more information. If we
continued offering new Segments, then such a change in the Index may cause
lower Growth Cap Rates to be offered. However, we would still provide a minimum
Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve
the right to not offer new Segments. Please see "Right to Discontinue and Limit
Amounts Allocated to the MSO" later in this Prospectus.

CHARGES

There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").

-----------------------------------------------------
CURRENT
NON- GUARANTEED
MSO CHARGES GUARANTEED MAXIMUM
-----------------------------------------------------

Variable Index Benefit Charge 0.75% 0.75%
-----------------------------------------------------
Variable Index Segment Account 0.65% 1.65%
Charge
-----------------------------------------------------
Total 1.40% 2.40%
-----------------------------------------------------

This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus. Please also see Loans later in this Prospectus for
information regarding the "spread" you would pay on any policy loan.

The base variable life insurance policy's mortality and expense risk charge
will also be applicable to a Segment Account Value or any amounts held in the
MSO Holding Account. The mortality and expense risk charge is part of the
policy monthly charges. Please see "How we deduct policy monthly charges during
a Segment Term" for more information. Please refer to the appropriate variable
life insurance policy prospectus for more information.

If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out as described below, we will refund a
proportionate amount of the Variable Index Benefit Charge corresponding to the
surrender or reduction and the time remaining until Segment Maturity. The
refund will be administered as part of the Early Distribution Adjustment
process as described above. This refund will increase your surrender value or
remaining Segment Account Value, as appropriate. Please see Appendix I for an
example and further information.

CHARGE RESERVE AMOUNT

If you elect the Market Stabilizer Option(R), you are required to maintain a
minimum amount of policy account value in the Unloaned GIO to approximately
cover the estimated monthly charges for the policy, (including, but not limited
to, the MSO and any optional riders) for the Segment Term. This is the Charge
Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an
amount projected to be sufficient to cover all of the policy's monthly
deductions during the Segment Term, assuming at the time such calculation is
made that no interest or investment performance is credited to or charged
against the policy account and that no policy changes or additional premium
payments are made. The Charge Reserve Amount on other than a Segment Start Date
(or the effective date of a requested face amount increase -- please see
"Requested Face Amount Increases" below for more information) will be the
Charge Reserve Amount determined as of the latest Segment Start Date (or
effective date of a face amount increase) reduced by each subsequent monthly
deduction during the longest remaining Segment Term, although it will never be
less than zero. This means, for example, that if you are in a Segment (Segment
A) and then enter another Segment (Segment B) 6 months later, the Charge
Reserve Amount would be re-calculated on the start date of Segment B. The
Charge Reserve Amount would be re-calculated to cover all of the policy's
monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be
asked to specify the investment options from which we should transfer the
account value to the Unloaned GIO to meet Charge Reserve Amount requirements,
if necessary. No transfer restrictions apply to amounts that you wish to
transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement.
If your values in the variable investment options including the MSO Holding
Account and the unloaned portion of our GIO are insufficient to cover the
Charge Reserve Amount, no new Segment will be established. Please see
"Segments" above for more information regarding the Charge Reserve Amount and
how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover
actual monthly deductions during the Segment Term. Although the Charge Reserve
Amount will be re-calculated on each Segment Start Date, and the amount already
present in the Unloaned GIO will be supplemented through transfers from your
value in the variable investment options including the MSO Holding Account, if
necessary to meet this requirement, actual monthly deductions could vary up or
down during the Segment Term due to various factors including but not limited
to requested policy changes, additional premium

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

payments, investment performance, loans, policy partial withdrawals from other
investment options besides the MSO, and any changes we might make to current
policy charges.

HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM

Under your base variable life insurance policy, monthly deductions are
allocated to the variable investment options and the Unloaned GIO according to
deduction allocation percentages specified by you or based on a proportionate
allocation should any of the individual investment option values be
insufficient.

However, if the Market Stabilizer Option(R) is elected, on the Segment Start
Date, deduction allocation percentages will be changed so that 100% of monthly
deductions will be taken from the Charge Reserve Amount and then any remaining
value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the
Segment Term. In addition, if the value in the Unloaned GIO is ever
insufficient to cover monthly deductions during the Segment Term, the base
policy's proportionate allocation procedure will be modified as follows:

1. The first step will be to take the remaining portion of the deductions
proportionately from the values in the variable investment options,
including any value in the MSO Holding Account but excluding any Segment
Account Values.

2. If the Unloaned GIO and variable investment options, including any value in
the MSO Holding Account, are insufficient to cover deductions in their
entirety, the remaining amount will be allocated to the individual Segments
proportionately, based on the current Segment Distribution Values.

3. Any portion of a monthly deduction allocated to an individual Segment will
generate a corresponding Early Distribution Adjustment of the Segment
Account Value.

The effect of those procedures is that account value will be taken out of a
Segment to pay a monthly deduction (and an EDA therefore applied) only if there
is no remaining account value in any other investment options, as listed in 1.
and 2. above.

In addition, your base variable life insurance policy will lapse if your net
policy account value or net cash surrender value (please refer to your base
variable life insurance policy prospectus for a further explanation of these
terms) is not enough to pay your policy's monthly charges when due (unless one
of the available guarantees against termination is applicable). If you have
amounts allocated to MSO Segments, the Segment Distribution Value will be used
in place of the Segment Account Value in calculating the net policy account
value and net cash surrender value.

These modifications will apply during any period in which a Segment exists and
has not yet reached its Segment Maturity Date.

EARLY DISTRIBUTION ADJUSTMENT

OVERVIEW

Before a Segment matures, if you surrender your policy, take a loan from a
Segment or if we should find it necessary to make deductions for monthly
charges or other distributions from a Segment, we will apply an Early
Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the
MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index
will have fallen by more than 25%. The EDA uses what we refer to as a Put
Option Factor to estimate the market value, at the time of an early
distribution, of the risk that you would suffer a loss if your Segment were
continued (without taking the early distribution) until its Segment Maturity
Date. By charging you with a deduction equal to that estimated value, the EDA
provides a treatment for an early distribution that is designed to be
consistent with how distributions at the end of a Segment are treated when the
Index has declined over the course of that Segment.

In the event of an early distribution, even if the Index has experienced
positive performance since the Segment Start Date, the EDA will cause you to
lose principal through the application of the Put Option Factor and that loss
may be substantial. That is because there is always some risk that the Index
would have declined by the Segment Maturity Date such that you would suffer a
loss if the Segment were continued (without taking any early distribution)
until that time. However, the other component of the EDA is the proportionate
refund of the Variable Index Benefit Charge (discussed below under "Important
Considerations") which is a positive adjustment to you. As a result, the
overall impact of the EDA is to reduce your Segment Account Value and your
other policy values except in the limited circumstances where the proportionate
refund is greater than your loss from the Put Option Factor.

We determine the EDA and the Put Option Factor by formulas that are described
below under "ADDITIONAL DETAIL."

IMPORTANT CONSIDERATIONS

When any surrender, loan, charge deduction or other distribution is made from a
Segment before its Segment Maturity Date:

1. YOU WILL FORFEIT ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO THESE
AMOUNTS. INSTEAD, ANY OF THESE PRE- SEGMENT MATURITY DATE DISTRIBUTIONS WILL
CAUSE AN EDA TO BE APPLIED THAT WILL USUALLY RESULT IN A REDUCTION IN YOUR
VALUES. THEREFORE, YOU SHOULD GIVE CAREFUL CONSIDERATION BEFORE TAKING ANY
SUCH EARLY LOAN OR SURRENDER, OR ALLOWING THE VALUE IN YOUR OTHER INVESTMENT
OPTIONS TO FALL SO LOW THAT WE MUST MAKE ANY MONTHLY DEDUCTION FROM A
SEGMENT; AND

2. The EDA will be applied, which means that:

a. IF THE INDEX HAS FALLEN MORE THAN 25% SINCE THE SEGMENT START DATE, the
EDA would generally have the effect of charging you for (i) the full
amount of that loss below 25%, plus (ii) an additional amount for the
risk that the Index might decline further by the Segment Maturity Date.
(Please see example III in Appendix I for further information.)

b. IF THE INDEX HAS FALLEN SINCE THE SEGMENT START DATE, BUT BY LESS THAN
25%, the EDA would charge you for the risk that, by the Segment Maturity
Date, the index might have declined further to a point more than 25%
below what it was at the Segment Start Date. (Please see example I in
Appendix I for further information.) This charge would generally be less
than the amount by which the Index had

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

fallen from the Segment Start Date through the date we apply the EDA. It
also would generally be less than it would be under the circumstances in
2a. above.

c. IF THE INDEX HAS RISEN SINCE THE SEGMENT START DATE, the EDA would not
credit you with any of such favorable investment performance. Instead,
the EDA would charge you for the risk that, by the Segment Maturity Date,
the index might have declined to a point more than 25% below what it was
at the Segment Start Date. (Please see examples II and IV in Appendix I
for further information.) This charge would generally be less than it
would be under the circumstances in 2a. and 2b. above.

In addition to the consequences discussed in 2. above, the EDA also has the
effect of pro rating the Variable Index Benefit Charge. As discussed further
below, this means that you in effect would receive a proportionate refund of
this charge for the portion of the Segment Term that follows the early
surrender, loan, policy distribution, or charge deduction that caused us to
apply the EDA. In limited circumstances, this refund may cause the total EDA to
be positive.

For the reasons discussed above, the Early Distribution Adjustment to the
Segment Account Value will usually reduce the amount you would receive when you
surrender your policy prior to a Segment Maturity Date. For loans and charge
deductions, the Early Distribution Adjustment would usually further reduce the
account value remaining in the Segment Account Value and therefore decrease the
Segment Maturity Value.

ADDITIONAL DETAIL

For purposes of determining the Segment Distribution Value prior to a Segment
Maturity Date, the EDA is:

(a)the Put Option Factor multiplied by the Segment Account Value

-minus-

(b)a pro rata portion of the 0.75% Variable Index Benefit Charge attributable
to the Segment Account Value. (Please see "Charges" earlier in this
Prospectus for an explanation of this charge.)

The Put Option Factor multiplied by the Segment Account Value represents, at
any time during the Segment Term, the estimated market value of your potential
exposure to negative S&P 500 Price Return index performance that is worse than
-25%. The Put Option Factor, on any date, represents the estimated value on
that date of a hypothetical "put option" (as described below) on the Index
having a notional value equal to $1 and strike price at Segment Maturity equal
to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike
price of the option ($0.75) is the difference between a 100% loss in the S&P
500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity
that would be absorbed by the Downside Protection feature of the MSO (please
see "Growth Cap Rate" earlier in this Prospectus for an explanation of the
Downside Protection.) In a put option on an index, the seller will pay the
buyer, at the maturity of the option, the difference between the strike price
-- which was set at issue -- and the underlying index closing price, in the
event that the closing price is below the strike price. Prior to the maturity
of the put option, its value generally will have an inverse relationship with
the index. The notional value can be described as the price of the underlying
index at inception of the contract. Using a notional value of $1 facilitates
computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put
Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put
option on the S&P 500 Price Return index, assuming a continuous dividend yield,
with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1)Implied Volatility of the Index -- This input varies with (i) how much time
remains until the Maturity Date of the Segment from which an early
distribution is being made, which is determined by using an expiration date
for the hypothetical put option that corresponds to that time remaining and
(ii) the relationship between the strike price of the hypothetical put
option and the level of the S&P 500 Price Return index at the time of the
early distribution. This relationship is referred to as the "moneyness" of
the hypothetical put option described above, and is calculated as the ratio
of the $0.75 strike price of that hypothetical put option to what the level
of the S&P 500 Price Return index would be at the time of the early
distribution if the Index had been $1 at the beginning of the Segment.
Direct market data for these inputs for any given early distribution are
generally not available, because put options on the Index that actually
trade in the market have specific maturity dates and moneyness values that
are unlikely to correspond precisely to the Maturity Date and moneyness of
the hypothetical put option that we use for purposes of calculating the EDA.

Accordingly, we use the following method to estimate the implied volatility
of the index. We receive daily quotes of implied volatility from banks using
the same Black Scholes model described above and based on the market prices
for certain S&P 500 Price Return put options. Specifically, implied
volatility quotes are obtained for put options with the closest maturities
above and below the actual time remaining in the Segment at the time of the
early distribution and, for each maturity, for those put options having the
closest moneyness those put options having the closest moneyness value above
and below the actual moneyness of the hypothetical put option described
above, given the level of the S&P 500 Price Return index at the time of the
early distribution. In calculating the Put Option Factor, we will derive a
volatility input for your Segment's time to maturity and strike price by
linearly interpolating between the implied volatility quotes that are based
on the actual adjacent maturities and moneyness values described above, as
follows:

(a)We first determine the implied volatility of a put option that has the
same moneyness as the hypothetical put option but with the closest
available time to maturity shorter than your Segment's remaining time to
maturity. This volatility is derived by linearly interpolating between
the implied volatilities of put options having the times to maturity that
are above and below the moneyness value of the hypothetical put option.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

(b)We then determine the implied volatility of a put option that has the
same moneyness as the hypothetical put option but with the closest
available time to maturity longer than your Segment's remaining time to
maturity. This volatility is derived by linearly interpolating between
the implied volatilities of put options having the times to maturity that
are above and below the moneyness value of the hypothetical put option.

(c)The volatility input for your Segment's time to maturity will then be
determined by linearly interpolating between the volatilities derived in
steps (a) and (b).

(2)LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized
financial reporting vendor. LIBOR rates will be retrieved for maturities
adjacent to the actual time remaining in the Segment at the time of the
early distribution. We will use linear interpolation to derive the exact
remaining duration rate needed as the input.

(3)Index Dividend Yield -- On a daily basis we will get the projected annual
dividend yield across the entire Index. This value is a widely used
assumption and is readily available from recognized financial reporting
vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500
Price Return index. In addition to the factors discussed above, the Put Option
Factor is also influenced by time to Segment Maturity. We determine Put Option
Factors at the end of each business day. Generally, a business day is any day
the New York Stock Exchange is open for trading. If any inputs to the Black
Scholes formula are unavailable on a business day, we would use the value of
the input from the most recent preceding business day. The Put Option Factor
that applies to a transaction or valuation made on a business day will be the
Factor for that day. The Put Option Factor that applies to a transaction or
valuation made on a non-business day will be the Factor for the next business
day.

Appendix I at the end of this Prospectus provides examples of how the Early
Distribution Adjustment is calculated.

TRANSFERS

There is no charge to transfer into and out of the MSO Holding Account and you
can make a transfer at any time to or from the investment options available
under your policy subject to any transfer restrictions within your policy. You
may not transfer into the MSO Holding Account while the Extended No Lapse
Guarantee Rider is in effect with your policy, if applicable. You must
terminate the Extended No Lapse Guarantee Rider before electing MSO. Any
restrictions applicable to transfers between the MSO Holding Account and such
investment options would be the same transfer restrictions applicable to
transfers between the investment options available under your policy. However,
once policy account value has been swept from the MSO Holding Account into a
Segment, transfers into or out of that Segment before its Segment Maturity Date
will not be permitted. Please note that while a Segment is in effect, before
the Segment Maturity Date, the amount available for transfers from the Unloaned
GIO will be limited to avoid reducing the Unloaned GIO below the remaining
Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.

WITHDRAWALS

Once policy account value has been swept from the MSO Holding Account into a
Segment, you will not be allowed to withdraw the account value out of a Segment
before the Segment Maturity Date unless you surrender your policy. You may also
take a loan; please see "Loans" later in this Prospectus for more information.
Any account value taken out of a Segment before the Segment Maturity Date will
generate an Early Distribution Adjustment. Please note that while a Segment is
in effect, before the Segment Maturity Date, the amount available for
withdrawals from the Unloaned GIO will be limited to avoid reducing the
Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy
account value in a Segment, the amount which would otherwise be available to
you for a partial withdrawal of net cash surrender value will be reduced, by
the amount (if any) by which the sum of your Segment Distribution Values and
the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal
as requested due to insufficient funds, we will allocate the withdrawal
proportionately from your values in the Unloaned GIO (excluding the Charge
Reserve Amount) and your values in the variable investment options including
the MSO Holding Account.

CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE

If you have amounts allocated to MSO Segments, the Segment Distribution Values
will be used in place of the Segment Account Values in calculating the amount
of any cash surrender value, net cash surrender value and maximum amount
available for loans (please refer to your base variable life insurance policy
prospectus for a further explanation of these latter terms). This means an EDA
would apply to those amounts. Please see Appendix I for more information.

GUIDELINE PREMIUM FORCE-OUTS

For policies that use the Guideline Premium Test, a new Segment will not be
established or created if we determine, when we process your election, that a
distribution from the policy will be required to maintain its qualification as
life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the
force-out rules of Section 7702 of the Internal Revenue Code, it will be
deducted proportionately from the values in the Unloaned GIO (excluding the
Charge Reserve Amount) and in any variable investment option, including any
value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable
investment options, including any value in the MSO Holding Account, are
insufficient to cover the force-out in its entirety, any remaining amount
required to be forced out will be taken from the individual Segments
proportionately, based on the current Segment Distribution Values.

ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL
GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT
VALUE.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together
with the variable investment options including any value in the MSO Holding
Account, and the Segment Distribution Values, is still insufficient to cover
the force-out in its entirety, the remaining amount of the force-out will be
allocated to the Unloaned GIO and reduce or eliminate any remaining Charge
Reserve Amount under the Unloaned GIO.

LOANS

Please refer to the appropriate variable life insurance policy prospectus for
information regarding policy loan provisions.

You may specify how your loan is to be allocated among the MSO, the variable
investment options and the Unloaned GIO. Any portion of a requested loan
allocated to the MSO will be redeemed from the individual Segments and the MSO
Holding Account proportionately, based on the value of the MSO Holding Account
and the current Segment Distribution Values of each Segment. Any portion
allocated to an individual Segment will generate a corresponding Early
Distribution Adjustment of the Segment Account Value and be subject to a higher
guaranteed maximum loan spread (2% for policies with a contract state of Oregon
and 5% for all other policies).

If you do not specify or if we cannot allocate the loan according to your
specifications, we will allocate the loan proportionately from your values in
the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the
variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account, are insufficient to cover the loan in its entirety,
the remaining amount of the loan will be allocated to the individual Segments
proportionately, based on current Segment Distribution Values.

ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A
CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE
SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account and the Segment Distribution Values, are still
insufficient to cover the loan in its entirety, the remaining amount of the
loan will be allocated to the Unloaned GIO and will reduce or eliminate the
remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the same
basis as monthly deductions. See "How we deduct policy monthly charges during a
Segment Term."

Whether or not any Segment is in effect and has not yet reached its Segment
Maturity Date, loan repayments will first reduce any loaned amounts that are
subject to the higher maximum loan interest spread. Loan repayments will first
be used to restore any amounts that, before being designated as loan
collateral, had been in the Unloaned GIO. Any portion of an additional loan
repayment allocated to the MSO at the policy owner's direction (or according to
premium allocation percentages) will be transferred to the MSO Holding Account
to await the next available Segment Start Date and will be subject to the same
conditions described earlier in this Prospectus.

PAID UP DEATH BENEFIT GUARANTEE

Please note that the MSO is not available while the Paid Up Death Benefit
Guarantee is in effect. The Paid Up Death Benefit Guarantee provides an
opportunity to lock in all or a portion of your policy's death benefit,
provided certain conditions are met. Please see the appropriate variable life
insurance policy prospectus for more information.

EXTENDED NO LAPSE GUARANTEE RIDER

Please note that the MSO is not available while the Extended No Lapse Guarantee
Rider is in effect. You must terminate the Extended No Lapse Guarantee Rider
before electing MSO. The Extended No Lapse Guarantee guarantees that your
policy will not terminate for a certain number of years, provided certain
conditions are met. Please see the appropriate variable life insurance policy
prospectus for more information.

LOAN EXTENSION ENDORSEMENT

We will include all Segment Values in determining whether the policy will go on
to Loan Extension. If the Loan Extension goes into effect, all Segments will be
terminated and, you will forfeit any positive index performance and be subject
to an Early Distribution Adjustment with respect to these amounts. In addition,
MSO will no longer be available once you go on Loan Extension. Please see your
Incentive Life Legacy(R) II prospectus for more information.

LONG-TERM CARE SERVICES/SM/ RIDER

If you elect the Long-Term Care Services/SM/ Rider, after a period of coverage
ends before coverage is continued as a Nonforfeiture Benefit, if any MSO
Segments are in effect, they will be terminated with corresponding early
distribution adjustments, and the MSO Segment values will be reallocated to the
variable investment options and your GIO based on your premium allocations then
in effect.

LIVING BENEFITS RIDER

If a Living Benefits Rider or an accelerated death benefit rider (which may be
referred to as a "total and permanent disability accelerated death benefit
rider" or a "limited life expectancy accelerated death benefit rider") is
included with your policy, the portion of the cash surrender value that is on
lien and is allocated to your values in the variable investment options under
you policy and investment in the MSO will be transferred to and maintained as
part of the Unloaned GIO. You may tell us how much of the accelerated payment
is to be transferred from your value in each variable investment option and
your value in the MSO Units will be redeemed from each variable investment
option sufficient to cover the amount of the accelerated payment that is
allocated to it and transferred to the Unloaned GIO. Any portion of the payment
allocated to the MSO based on your instructions will be deducted from any value
in the MSO Holding Account and the individual Segments on a pro-rata basis,
based on any value in the MSO Holding Account and the current Segment
Distribution Value of each Segment, and transferred to the Unloaned GIO. Any
portion of the payment allocated to an individual Segment will cause a
corresponding Early Distribution Adjustment of the Segment Account Value. If
you do not tell us how to allocate the payment, or if we cannot allocate it
based on your directions, we will allocated it based on our rules then in
effect. Allocation rules will be provided upon request. Such transfers will
occur as of the date we approve an accelerated death benefit payment. There
will be no charge for such transfers. Please see the Incentive Life Legacy(R)
II prospectus for more information.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

ASSET REBALANCING SERVICE

If you are invested in MSO, you may also elect the Asset Rebalancing Service.
However, any amounts allocated to the MSO will not be included in the rebalance
transactions. The investment options available to your Asset Rebalancing
Service do not include the MSO Holding Account or Segments. Please see the
appropriate variable life insurance policy prospectus for more information.

REQUESTED FACE AMOUNT INCREASES

Please refer to the appropriate variable life insurance policy prospectus for
conditions that will apply for a requested face amount increase.

If you wish to make a face amount increase during a Segment Term, the MSO
requires that a minimum amount of policy account value be available to be
transferred into the Unloaned GIO (if not already present in the Unloaned GIO),
and that the balance after deduction of monthly charges remain there during the
longest remaining Segment Term subject to any loans as described above. This
minimum amount will be any amount necessary to supplement the existing Charge
Reserve Amount so as to be projected to be sufficient to cover all monthly
deductions during the longest remaining Segment Term. Such amount will be
determined assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account
value, and that no further policy changes or additional premium payments are
made.

Any necessary transfers to supplement the amount already present in the
Unloaned GIO in order to meet this minimum requirement will take effect on the
effective date of the face amount increase. There will be no charge for this
transfer. Any transfer from the variable investment options including the MSO
Holding Account will be made in accordance with your directions. Your transfer
instructions will be requested as part of the process for requesting the face
amount increase. If the requested allocation is not possible due to
insufficient funds, the required amount will be transferred proportionately
from the variable investment options, as well as the MSO Holding Account. If
such transfers are not possible due to insufficient funds, your requested face
amount increase will be declined.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

Please refer to the appropriate variable insurance policy prospectus for more
information regarding your right to cancel your policy within a certain number
of days and the Investment Start Date, which is the business day your
investment first begins to earn a return for you. However, the policy
prospectus provisions that address when amounts will be allocated to the
investment options do not apply to amounts allocated to the MSO.

In those states that require us to return your premium without adjustment for
investment performance within a certain number of days, we will initially put
all amounts which you have allocated to the MSO into our EQ/Money Market
investment option. If we have received all necessary requirements for your
policy as of the day your policy is issued, on the first business day following
the later of the twentieth day after your policy is issued or the Investment
Start Date (30th day in most states if your policy is issued as the result of a
replacement), we will re-allocate those amounts to the MSO Holding Account
where they will remain until the next available Segment Start Date, at which
time such amounts will be transferred to a new Segment of the MSO subject to
meeting the conditions described in this Prospectus. However, if we have not
received all necessary requirements for your policy as of the day your policy
is issued, we will re-allocate those amounts to the MSO Holding Account on the
20th day (longer if your policy is issued as the result of a replacement)
following the date we receive all necessary requirements to put your policy in
force at our Administrative Office. Your financial professional can provide
further information on what requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated
to the MSO Holding Account where they will remain for 20 days (unless the
policy is issued as the result of a replacement, in which case amounts in the
MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)).
Thereafter, such amounts will be transferred to a new Segment of the MSO on the
next available Segment Start Date, subject to meeting the conditions described
in this Prospectus.

RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO

We reserve the right to restrict or terminate future allocations to the MSO at
any time. If this right were ever to be exercised by us, all Segments
outstanding as of the effective date of the restriction would be guaranteed to
continue uninterrupted until the Segment Maturity Date. As each such Segment
matured, the balance would be reallocated to the Unloaned GIO and/or variable
investment options per your instructions, or to the EQ/Money Market investment
option if no instructions are received. We may also temporarily suspend
offering Segments at any time and for any reason including emergency conditions
as determined by the Securities and Exchange Commission. We also reserve the
right to establish a maximum amount for any single policy that can be allocated
to the MSO.

ABOUT SEPARATE ACCOUNT LIO

Amounts allocated to the MSO are held in a "non-unitized" separate account we
have established under the Commissioner of Insurance in the State of Arizona.
We own the assets of the separate account, as well as any favorable investment
performance on those assets. You do not participate in the performance of the
assets held in this separate account. We may, subject to state law that
applies, transfer all assets allocated to the separate account to our general
account. These assets are also available to the insurer's general creditors and
an owner should look to the financial strength of MONY America for its
claims-paying ability. We guarantee all benefits relating to your value in the
MSO, regardless of whether assets supporting the MSO are held in a separate
account or our general account.

Our current plans are to invest separate account assets in fixed-income
obligations, including corporate bonds, mortgage-backed and asset-backed
securities, and government and agency issues. Futures, options and interest
rate swaps may be used for hedging purposes.

Although the above generally describes our plans for investing the assets
supporting our obligations under MSO, we are not obligated to invest those
assets according to any particular plan except as we may be required to by
state insurance laws.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

5. Distribution of the policies

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

The MSO is only available only under certain variable life insurance policies
issued by MONY America. Extensive information about the arrangements for
distributing the variable life insurance policies, including sales
compensation, is included under "Distribution of the Policies" in the
appropriate variable life insurance policy prospectus and in the statement of
additional information that relates to that prospectus. All of that information
applies regardless of whether you choose to use the MSO, and there is no
additional plan of distribution or sales compensation with respect to the MSO.
There is also no change to the information regarding the fact that the
principal underwriter(s) is an affiliate of MONY America or an indirect wholly
owned subsidiary of AXA Equitable.

DISTRIBUTION OF THE POLICIES

6. 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 Market Stabilizer Option(R) 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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements of MONY America at December 31, 2012 and 2011 and for
each of the three years in the period ended December 31, 2012 are incorporated
by reference herein in reliance on the reports of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.

PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to MONY America as permitted by the applicable SEC
independence rules. PricewaterhouseCoopers LLP's address is 300 Madison Avenue,
New York, New York 10017.

ADDITIONAL INFORMATION

Appendix I: Early Distribution Adjustment Examples

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

HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION
VALUE

The following examples represent a policy owner who has invested in both
Segments 1 and 2. They are meant to show how much value is available to a
policy owner when there is a full surrender of the policy by the policy owner
or other full distribution from these Segments as well as the impact of Early
Distribution Adjustments on these Segments. The date of such hypothetical
surrender or distribution is the Valuation Date specified below and, on that
date, the examples assume 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Explanation of formulas and derivation of Put Option Factors is provided in
notes (1)-(3) below.

------------------------------------------------------------------------------------------------------------------
DIVISION OF MSO INTO SEGMENT 1 SEGMENT 2
SEGMENTS (DISTRIBUTION AFTER 3 MONTHS) (DISTRIBUTION AFTER 9 MONTHS) TOTAL
------------------------------------------------------------------------------------------------------------------

Start Date 3rd Friday of July, Calendar Year Y 3rd Friday of January, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
Maturity Date 3rd Friday of July, Calendar Year Y+1 3rd Friday of January, Calendar Year Y+1
------------------------------------------------------------------------------------------------------------------
Segment Term 1 year 1 year
------------------------------------------------------------------------------------------------------------------
Valuation Date 3rd Friday of October, Calendar Year Y 3rd Friday of October, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
INITIAL SEGMENT ACCOUNT 1,000 1,000 2,000
------------------------------------------------------------------------------------------------------------------
Variable Index Benefit
Charge 0.75% 0.75%
------------------------------------------------------------------------------------------------------------------
Remaining Segment Term 9 months / 12 months = 9/12 = 0.75 3 months / 12 months = 3/12 = 0.25
------------------------------------------------------------------------------------------------------------------

EXAMPLE I - THE INDEX IS DOWN 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT

-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE -10% -10% TOTAL

-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.020673 0.003425
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.020673 = 20.67 1000 * 0.003425 = 3.43
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 20.67 - 5.67 = 15.00 3.43 - 1.89 = 1.54 16.54
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - 15.00 = 985.00 1000 - 1.54 = 998.46 1,983.46
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -2.067% -0.343%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA -1.50% -0.15%
-------------------------------------------------------------------------------------------------------------------------------

I-1

APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT

-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE 10% 10% TOTAL
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.003229 0.000037
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.003229 = 3.23 1000 * 0.000037 = 0.04
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Total EDA: Total EDA:
3.23 - 5.67 = -2.44 0.04 - 1.89 = -1.85
Early Distribution
Adjustment -4.29
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - (-2.44) = 1002.44 1000 - (-1.85) = 1001.85 2,004.29
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -0.323% -.004%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA 0.244% 0.185%
-------------------------------------------------------------------------------------------------------------------------------

EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT

-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE -40% -40% TOTAL

-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.163397 0.152132
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.163397 = 163.40 1000 * 0.152132 = 152.13
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 163.40 - 5.67 = 157.73 152.13 - 1.89 = 150.24 307.97
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE 1000 - 157.73 = 842.27 1000 - 150.24 = 849.76 1,692.03
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -16.34% -15.213%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA -15.773% -15.024%
-------------------------------------------------------------------------------------------------------------------------------

EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT

-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE 40% 40% TOTAL
-------------------------------------------------------------------------------------------------------------------------------

Put Option Factor 0.000140 0.000000
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.000140 = 0.14 1000 * .000000 = 0.00
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 0.14 - 5.67 = -5.53 0.00 - 1.89 = -1.89 -7.42
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - (-5.53) = 1005.53 1000 - (-1.89) = 1001.89 2,007.42
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -0.014% 0%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA 0.553% 0.189%
-------------------------------------------------------------------------------------------------------------------------------

(1)Early Distribution Adjustment = (Segment Account Value) x [ (Put Option
Factor) - (Number of days between Valuation Date and Maturity Date) /(
Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 -
0.0075) )]. The denominator of the charge refund component of this formula,
I.E., "(1 - 0.0075)," is an adjustment that is necessary in order for the
pro rata refund of the Variable Index Benefit Charge to be based on the
gross amount on which that charge was paid by the policy owner on the
Segment Start Date.

I-2

APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

(2)Segment Distribution Value = (Segment Account Value) - (Early Distribution
Adjustment).

(3)Derivation of Put Option Factor: In practice, the Put Option Factor will be
calculated based on a Black Scholes model, with input values which are
consistent with current market prices. We will utilize implied volatility
quotes - the standard measure used by the market to quote option prices - as
an input to a Black Scholes model in order to derive the estimated market
prices. The input values to the Black Scholes model that have been utilized
to generate the hypothetical examples above are as follows: (1) Implied
volatility - 25%; (2) Libor rate corresponding to remainder of segment term
- 1.09% annually; (3) Index dividend yield - 2% annually.

B.EXAMPLE OF AN EARLY DISTRIBUTION ADJUSTMENT CORRESPONDING TO A LOAN ALLOCATED
TO SEGMENTS, FOR THE SEGMENT DISTRIBUTION VALUES AND SEGMENT ACCOUNT VALUES
LISTED ABOVE FOR A CHANGE IN INDEX VALUE OF -40%

This example is meant to show the effect on a policy if, rather than a full
distribution, you took a loan in the circumstances outlined in Example III
above when the Index is down 40%. Thus the policy owner is assumed to have an
initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It
is also assumed that 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.

Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y

Explanation of formulas is provided in notes (a)-(d) below.

THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT

--------------------------------------------------------------------------------
CHANGE IN INDEX VALUE -40% -40% TOTAL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Segment Account Value before Loan 1,000.00 1,000.00 2,000.00
--------------------------------------------------------------------------------
Loan Allocation/(a)/ 373.34 376.66 750.00
--------------------------------------------------------------------------------
Early Distribution Adjustment/(b)/ 69.91 66.59 136.55
--------------------------------------------------------------------------------
Segment Account Value after Loan/(c)/ 556.73 556.72 1,113.45
--------------------------------------------------------------------------------
Segment Distribution Value after Loan/(d)/ 468.93 473.10 942.03
--------------------------------------------------------------------------------

(a)When more than one Segment is being used, we would allocate the loan between
the Segments proportionately to the Segment Distribution Value in each. We
take the Segment Distribution Value of each Segment (shown in Example III
above) and divide it by the total Segment Distribution Values for Segments 1
and 2. This gives us the proportionate amount of the loan that should be
allocated to each Segment. For example, for Segment 1, that would be 750 x
(842.27/1,692.03) = 373.34

(b)This is the Early Distribution Adjustment that would be deducted from each
Segment, as a result of the loan, based on the amount of the loan that is
allocated to that Segment. It is equal to a percentage of the Early
Distribution Adjustment that would apply if a full distribution from the
Segment were being made, rather than only a partial distribution. This
percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34
(the amount of reduction in Segment Distribution Value as a result of the
loan) divided by 842.27 (the Segment Distribution Value before the loan).
Thus, the Early Distribution Adjustment that is deducted for Segment 1 due
to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73
Early Distribution adjustment shown in Example III above that would apply if
a full rather than only a partial distribution from the Segment were being
made). Of this 69.91, 72.43 would be attributable to the Put Option
Component and -2.51 would be attributable to the Charge Refund Component
(which are calculated by applying 44.32545% to the 163.40 Put Option
Component and the 5.67 Charge Refund Component shown in Example III).
Similarly, the Early Distribution Adjustment deducted as a result of the
loan from Segment 2 would be 66.59, of which 67.43 would be attributable to
the Put Option Component and -0.84 would be attributable to the Charge
Refund Component.

(c)The Segment Account Value after Loan represents the Segment Account Value
before Loan minus the Loan Allocation and the Early Distribution Adjustment.
For example, for Segment 1, that would be 1,000 - 373.34 - 69.93 = 556.73.

(d)Segment Distribution Value after Loan represents the amount a policy owner
would receive from a Segment if they decided to surrender their policy
immediately after this loan transaction. We would take the pre-loan Segment
Distribution Value (shown in Example III above) and subtract the Loan
Allocation. For example, for Segment 1, that would be 842.27 - 373.34 =
468.93.

I-3

APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Table of Contents: Page

Risk Factors.............................................................. 1

Description of Business................................................... 10

Description of Property................................................... 17

Legal Proceedings......................................................... 18

Financial Statements and Notes to Financial Statements.................... 19

Selected Financial Data................................................... 59

Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 61

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.............................................................. 84

Quantitative and Qualitative Disclosures About Market Risk................ 85

Directors, Executive Officers, Promoters and Control Persons.............. 86

Executive Compensation.................................................... 92

Security Ownership of Certain Beneficial Owners and Management............ 123

Transactions with Related Persons, Promoters and Certain Control Persons.. 125

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

RISK FACTORS

IN THE COURSE OF CONDUCTING OUR BUSINESS OPERATIONS, WE COULD BE EXPOSED TO A
VARIETY OF RISKS. THIS "RISK FACTORS" SECTION PROVIDES A SUMMARY OF SOME OF THE
SIGNIFICANT RISKS THAT HAVE AFFECTED AND COULD AFFECT OUR BUSINESS, RESULTS OF
OPERATIONS OR FINANCIAL CONDITION. IN THIS SECTION, THE TERMS "WE," "US" AND
"OUR" REFER TO MONY LIFE INSURANCE COMPANY OF AMERICA. UNLESS OTHERWISE DEFINED
HEREIN, CAPITALIZED TERMS USED IN THE "RISK FACTORS" ARE DEFINED IN THE
"DESCRIPTION OF BUSINESS" THAT IMMEDIATELY FOLLOWS THIS SECTION.

CONTINUED DIFFICULT CONDITIONS IN THE GLOBAL CAPITAL MARKETS AND THE ECONOMY
HAVE AFFECTED AND MAY CONTINUE TO MATERIALLY ADVERSELY AFFECT OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND THESE CONDITIONS MAY NOT
IMPROVE IN THE NEAR TERM.

Our business, results of operations and financial condition are materially
affected by conditions in the global capital markets and the economy generally.
Concerns over the pace of the economic recovery, the level of U.S. national
debt, the European sovereign debt crisis, unemployment, the availability and
cost of credit, the U.S. housing market, inflation levels, and geopolitical
issues have contributed to increased volatility and diminished confidence for
the economy and the capital markets going forward. Given our interest rate and
equity market exposure, these events have had and may continue to have an
adverse effect on us. Our revenues may decline, our profit margins could erode
and we could incur significant losses.

Factors such as consumer spending, business investment, government spending,
the volatility and strength of the equity markets, interest rates, deflation
and inflation all affect the business and economic environment and, ultimately,
the amount and profitability of our business. In an economic downturn
characterized by higher unemployment, lower family income, lower corporate
earnings, lower business investment and lower consumer spending, the demand for
our financial and insurance products could be adversely affected. In addition,
the levels of surrenders and withdrawals of our variable life and annuity
contracts we face may be adversely impacted. Our policyholders may choose to
defer paying insurance premiums or stop paying insurance premiums altogether.
Adverse changes in the economy could affect earnings negatively and could have
a material adverse effect on our business, results of operations and financial
condition. See "Description of Business - Products" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Results of Operations."

PROLONGED PERIODS OF LOW INTEREST RATES AND INTEREST RATE FLUCTUATIONS HAVE
NEGATIVELY IMPACTED AND SHOULD THEY PERSIST WOULD CONTINUE TO NEGATIVELY IMPACT
OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Some of our life insurance and annuities products and certain of our investment
products, and our investment returns, are sensitive to interest rate
fluctuations, and changes in interest rates may adversely affect our investment
returns and results of operations, including in the following respects:

. changes in interest rates may reduce the spread on some of our products
between the amounts that we are required to pay under the contracts and
the rate of return we are able to earn on our general account investments
supporting the contracts. When interest rates decline, we have to
reinvest the cash income from our investments in lower yielding
instruments, potentially reducing net investment income. Since many of
our policies and contracts have guaranteed minimum interest or crediting
rates or limit the resetting of interest rates, the spreads could
decrease and potentially become negative. When interest rates rise, we
may not be able to replace the assets in our general account as quickly
with the higher yielding assets needed to fund the higher crediting rates
necessary to keep these products and contracts competitive, which may
result in higher lapse rates;

. when interest rates rise, policy loans and surrenders and withdrawals of
life insurance policies and annuity contracts may increase as
policyholders seek to buy products with perceived higher returns,
requiring us to sell investment assets potentially resulting in realized
investment losses, or requiring us to accelerate the amortization of DAC
or VOBA;

. a decline in interest rates accompanied by unexpected prepayments of
certain investments may result in reduced investment income and a decline
in our profitability. An increase in interest rates accompanied by
unexpected extensions of certain lower yielding investments may result in
a decline in our profitability;

. changes in the relationship between long-term and short-term interest
rates may adversely affect the profitability of some of our products;

. changes in interest rates may adversely impact our liquidity and increase
our costs of financing;

. our mitigation efforts with respect to interest rate risk are primarily
focused on maintaining an investment portfolio with diversified
maturities that has a weighted average duration that is approximately
equal to the duration of our estimated liability cash flow profile.
However, our estimate of the liability cash flow profile may turn out to
be inaccurate. In addition, there are practical and capital market
limitations on our ability to accomplish this matching. Due to these and
other factors we may need to liquidate investments prior to maturity at a
loss in order to satisfy liabilities or be forced to reinvest funds in a
lower rate environment; and

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

. for certain of our products, a delay between the time we make changes in
interest rate and other assumptions used for product pricing and the time
we are able to reflect these assumptions in products available for sale
may negatively impact the long-term profitability of products sold during
the intervening period.

Recent periods have been characterized by low interest rates and the Federal
Reserve Board has committed to keeping interest rates low until unemployment
falls below 6.5%. A prolonged period during which interest rates remain at
levels lower than those anticipated may result in greater costs associated with
certain of our product features which guarantee death benefits or income
streams for stated periods or for life; or shortfalls in investment income on
assets supporting policy obligations as our portfolio earnings decline over
time, each of which may require us to record charges to increase reserves. In
addition to compressing spreads and reducing net investment income, such an
environment may cause policies to remain in force for longer periods than we
anticipated in our pricing, potentially resulting in greater claims costs than
we expected and resulting in lower overall returns on business in force.

EQUITY MARKET DECLINES AND VOLATILITY MAY ADVERSELY AFFECT OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Declines or volatility in the equity markets can negatively impact our
investment returns as well as our business and profitability. For example,
equity market declines and/or volatility may, among other things:

. decrease the account values of our variable life and annuity contracts
which, in turn, reduces the amount of revenue we derive from fees charged
on those account and asset values. At the same time, for annuity
contracts that provide enhanced guarantee features, equity market
declines and/or volatility increases the amount of our potential
obligations related to such enhanced guarantee features. This could
result in an increase in claims and reserves related to those contracts,
net of any reinsurance reimbursements;

. can influence policyholder behavior, which may adversely impact the
levels of surrenders, withdrawals and amounts of withdrawals of our
variable life and annuity contracts or cause policyholders to reallocate
a portion of their account balances to more conservative investment
options (which may have lower fees), which could negatively impact our
future profitability and/or increase our benefit obligations particularly
if they were to remain in such options during an equity market increase;

. negatively impact the value of equity securities we hold for investment,
including our investment in AllianceBernstein, thereby reducing our
statutory capital;

. reduce demand for variable products relative to fixed products;

. lead to changes in estimates underlying our calculations of deferred
acquisition costs ("DAC") that, in turn, could accelerate our DAC and
value of business acquired ("VOBA") amortization and reduce our current
earnings; and

. result in changes to the fair value of our GMIB reinsurance contracts,
which could increase the volatility of our earnings.

OUR REINSURANCE PROGRAMS MAY BE INADEQUATE TO PROTECT US AGAINST THE FULL
EXTENT OF THE EXPOSURE OR LOSSES WE SEEK TO MITIGATE.

Certain of our products, including especially our variable annuity products,
include guarantees of income streams for stated periods or for life. Downturns
in equity markets, increased equity volatility, or reduced interest rates could
result in an increase in the valuation of liabilities associated with such
products, resulting in increases in reserves and reductions in net income. In
the normal course of business, we seek to mitigate some of these risks to which
our business is subject through our reinsurance programs. However, these
programs cannot eliminate all of the risks and no assurance can be given as to
the extent to which such programs will be effective in reducing such risks. We
utilize reinsurance to mitigate a portion of the risks that we face,
principally in certain of our in-force life insurance and annuity products with
regard to mortality, and in certain of our annuity products with regard to a
portion of the enhanced guarantee features. Under our reinsurance arrangements,
other insurers assume a portion of the obligation to pay claims and related
expenses to which we are subject. However, we remain liable as the direct
insurer on all risks we reinsure and, therefore, are subject to the risk that
our reinsurer is unable or unwilling to pay or reimburse claims at the time
demand is made. Although we evaluate periodically the financial condition
(including the applicable capital requirements) of our reinsurers, the
inability or unwillingness of a reinsurer to meet its obligations to us (or the
inability to collect under our reinsurance treaties for any other reason) could
have a material adverse impact on our results of operations and financial
condition. See "Description of Business -- Reinsurance" and Notes 7 and 8 of
Notes to Financial Statements.

We are continuing to utilize reinsurance to mitigate a portion of our risk on
certain new life insurance sales. Prolonged or severe adverse mortality or
morbidity experience could result in increased reinsurance costs, and
ultimately, may reduce the availability of reinsurance for future life
insurance sales. If, for new sales, we are unable to maintain our current level
of reinsurance or purchase new reinsurance protection

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

in amounts that we consider sufficient, we would either have to be willing to
accept an increase in our net exposures, revise our pricing to reflect higher
reinsurance premiums or limit the amount of new business written on any
individual life. If this were to occur, we may be exposed to reduced
profitability and cash flow strain or we may not be able to price new business
at competitive rates.

WE ARE HEAVILY REGULATED, AND CHANGES IN REGULATION MAY REDUCE OUR
PROFITABILITY AND LIMIT OUR GROWTH.

INSURANCE REGULATION: We are subject to a wide variety of insurance and other
laws and regulations. See "Description of Business -- Regulation." State
insurance laws regulate most aspects of our insurance business. We are
domiciled in Arizona and are primarily regulated by the Director of Insurance
of the Arizona Department of Insurance and by the states in which we are
licensed.

State laws in the United States grant insurance regulatory authorities broad
administrative powers with respect to, among other things:

. licensing companies and agents to transact business;

. calculating the value of assets to determine compliance with statutory
requirements;

. regulating unfair trade and claims practices, including through the
imposition of restrictions on marketing and sales practices, distribution
arrangements and payment of inducements;

. establishing statutory capital and reserve requirements and solvency
standards;

. fixing maximum interest rates on insurance policy loans and minimum rates
for guaranteed crediting rates on life insurance policies and annuity
contracts;

. restricting the payment of dividends and other transactions between our
insurance subsidiaries and affiliates; and

. regulating the types, amounts, concentrations and valuation of
investments.

From time to time, regulators raise issues during examinations or audits that
could, if determined adversely, have a material impact on us. We cannot predict
whether or when regulatory actions may be taken that could adversely affect our
operations. In addition, the interpretations of regulations by regulators may
change and statutes may be enacted with retroactive impact, particularly in
areas such as accounting or statutory reserve requirements.

State insurance guaranty associations have the right to assess insurance
companies doing business in their state for funds to help pay the obligations
of insolvent insurance companies to policyholders and claimants. Because the
amount and timing of an assessment is beyond our control, the liabilities that
we have currently established for these potential liabilities may not be
adequate. See "Description of Business - Insurance Regulation."

State insurance regulators and the National Association of Insurance
Commissioners ("NAIC") regularly reexamine existing laws and regulations
applicable to insurance companies and their products. Changes in these laws and
regulations, or in interpretations thereof, are often made for the benefit of
the consumer at the expense of the insurer and, thus, could have a material
adverse effect on our financial condition and results of operations. For
example, in October 2011, the NAIC established a subgroup to study insurers'
use of captives and special purpose vehicles to transfer insurance risk in
relation to existing state laws and regulations, and to establish appropriate
regulatory requirements to address concerns identified in the study. We cannot
predict what actions and regulatory change will result from this study and what
impacts such changes will have on our financial conditions and consolidated
results of operations.

In addition, state insurance regulators are becoming more active in adopting
and enforcing suitability standards with respect to sales of certain insurance
products such as fixed, indexed and variable annuities. In particular, the NAIC
has adopted a revised Suitability in Annuity Transactions Model Regulation
("SAT"), which will, if enacted by the states, place new responsibilities upon
issuing insurance companies with respect to the suitability of annuity sales,
including responsibilities for training agents. Several states, including
Arizona, have already enacted laws based on the SAT.

U.S. FEDERAL REGULATION AFFECTING INSURANCE: Currently, the U.S. federal
government does not directly regulate the business of insurance. While the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank
Act") does not remove primary responsibility for the supervision and regulation
of insurance from the states, Title V of the Act establishes a Federal
Insurance Office ("FIO") within the U.S. Treasury Department and reforms the
regulation of the non-admitted property and casualty insurance market and the
reinsurance market. The FIO has authority that extends to all lines of
insurance except health insurance, crop insurance and (unless included with
life or annuity components) long-term care insurance. Under the Dodd-Frank Act,
the FIO is charged with monitoring all aspects of the insurance industry

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

(including identifying gaps in regulation that could contribute to a systemic
crisis), recommending to the newly established Financial Stability Oversight
Council the designation of any insurer and its affiliates (potentially
including AXA and its affiliates) as a non-bank financial company subject to
oversight by the Board of Governors of the Federal Reserve System (including
the administration of stress testing on capital), assisting the Treasury
Secretary in negotiating "covered agreements" with non-US governments or
regulatory authorities, and, with respect to state insurance laws and
regulation, determining whether such state insurance measures are pre-empted by
such covered agreements. In addition, the FIO will be empowered to request and
collect data (including financial data) on and from the insurance industry and
insurers (including reinsurers) and their affiliates. In such capacity, the FIO
may require an insurer or an affiliate of an insurer to submit such data or
information as the FIO may reasonably require. In addition, the FIO's approval
will be required to subject an insurer or a company whose largest U.S.
subsidiary is an insurer to the special orderly liquidation process
administered by the FDIC pursuant to the Dodd-Frank Act. The Dodd-Frank Act
also reforms the regulation of the non-admitted property/casualty insurance
market (commonly referred to as excess and surplus lines) and the reinsurance
markets, including the ability of non-domiciliary state insurance regulators to
deny credit for reinsurance when recognized by the ceding insurer's domiciliary
state regulator.

Although the full impact of the Dodd-Frank Act cannot be determined until the
various mandated studies are conducted and implementing regulations are
enacted, many of the legislation's requirements could have profound and/or
adverse consequences for the financial services industry, including the
Company. The Dodd-Frank Act could make it more expensive for us to conduct our
business; require us to make changes to our business model or satisfy increased
capital requirements; subject us to greater regulatory scrutiny; and have a
material effect on our results of operations or financial condition.

The sales of insurance products could also be adversely affected to the extent
that some or all of the third-party firms that distribute our products or
unaffiliated insurance companies face heightened regulatory scrutiny and/or
increased regulation that causes them to de-emphasize sales of the types of
products we issue.

INTERNATIONAL REGULATION: In addition, regulators and lawmakers in non-U.S.
jurisdictions are engaged in addressing the causes of the financial crisis and
means of avoiding such crises in the future. For example, in May 2012, the
International Association of Insurance Supervisors ("IAIS") published a
proposed assessment methodology for designating global systemically important
insurers ("G-SIIs"), as part of the global initiative to identify global
systemically important financial institutions ("G-SIFIs"). The proposed
methodology is intended to identify those insurers whose distress or disorderly
failure, because of their size, complexity and interconnectedness, would cause
significant disruption to the global financial system and economic activity.
Management of AXA believes that the AXA Group is likely to be among the
insurance groups so designated and expects final designations to be made and
publicized during the second quarter of 2013. The precise implications of being
designated a G-SII are not yet clear, however, management of AXA believes that
the draft policy measures for G-SIIs published by the IAIS in October 2012
provides insights into the likely consequences which include (i) additional
capital buffers for business deemed non-traditional / non-insurance,
(ii) greater regulatory authority over holding companies, (iii) various
measures to promote "structural self-sufficiency" of group companies and reduce
group interdependencies, and (iv) in general, a greater level of regulatory
scrutiny for G-SIIs (including a requirement to prepare recovery and
resolutions plans which will entail significant new reporting and compliance
burdens and costs). These measures, if implemented, could have far reaching
regulatory and competitive implications for the AXA Group and adversely impact
AXA's capital requirements, profitability, the fungibility of AXA's capital and
ability to provide capital / financial support for AXA Group companies,
including potentially MLOA, AXA's ability to grow through future acquisitions
and AXA's overall competitive position in relation to insurance groups that are
not designated G-SIIs. Based on the information obtained from the IAIS, the
Financial Stability Board ("FSB") will make final recommendations in
consultation with national supervisory authorities. An initial list of G-SIIs
is expected to be published by the FSB in the second quarter of 2013, with
annual updates thereafter. While the precise implications of being designated a
G-SII on the AXA Group are not yet clear, the negative impacts could be
potentially significant. All of these possibilities, if they occurred, could
affect the way we conduct our business and manage capital, and may require us
to satisfy increased capital requirements, any of which in turn could
materially affect our consolidated results of operations, financial condition
and liquidity.

THE AMOUNT OF STATUTORY CAPITAL THAT WE HAVE AND THE AMOUNT OF STATUTORY
CAPITAL WE MUST HOLD TO MEET OUR STATUTORY CAPITAL REQUIREMENTS AND OUR
FINANCIAL STRENGTH AND CREDIT RATINGS CAN VARY SIGNIFICANTLY FROM TIME TO TIME.

Statutory accounting standards and capital and reserve requirements for MLOA
are prescribed by the applicable state insurance regulators and the NAIC. State
insurance regulators have established regulations that govern reserving
requirements and provide minimum capitalization requirements based on
risk-based capital ("RBC") ratios for life insurance companies. This RBC
formula establishes capital requirements relating to insurance, business, asset
and interest rate risks, including equity, interest rate and expense recovery
risks associated with variable annuities and group annuities that contain death
benefits or certain living benefits. In any particular year, statutory surplus
amounts and RBC ratios may increase or decrease depending on a variety of
factors, including but not limited to the amount of statutory income or losses
we generate (which itself is sensitive to equity market and credit market
conditions), changes in reserves, the amount of additional capital we

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

must hold to support business growth, changes in equity market levels, the
value of certain fixed-income and equity securities in our investment portfolio
(including the value of AllianceBernstein units), changes in interest rates, as
well as changes to existing RBC formulas. Additionally, state insurance
regulators have significant leeway in how to interpret existing regulations,
which could further impact the amount of statutory capital or reserves that we
must maintain. Our financial strength and credit ratings are significantly
influenced by our statutory surplus amount and our RBC ratio. Moreover, rating
agencies may implement changes to their internal models that have the effect of
increasing or decreasing the amount of capital we must hold in order to
maintain our current ratings. To the extent that our statutory capital
resources are deemed to be insufficient to maintain a particular rating by one
or more rating agencies, our financial strength and credit ratings might be
downgraded by one or more rating agencies. There can be no assurance that we
will be able to maintain our current RBC ratio in the future or that our RBC
ratio will not fall to a level that could have a material adverse effect on our
business, results of operations or financial condition.

OUR RESERVES COULD BE INADEQUATE DUE TO DIFFERENCES BETWEEN OUR ACTUAL
EXPERIENCE AND MANAGEMENT'S ESTIMATES AND ASSUMPTIONS.

We establish and carry reserves to pay future policyholder benefits and claims.
Our reserve requirements for our direct and reinsurance assumed business are
calculated based on a number of estimates and assumptions, including estimates
and assumptions related to future mortality, morbidity, interest rates, future
equity performance, reinvestment rates, persistency, claims experience, and
policyholder elections (i.e., the exercise or non-exercise of rights by
policyholders under the contracts). Examples of policyholder elections include,
but are not limited to, lapses and surrenders, withdrawals and amounts of
withdrawals, and contributions and the allocation thereof. The assumptions and
estimates used in connection with the reserve estimation process are inherently
uncertain and involve the exercise of significant judgment. We periodically
review the adequacy of reserves and the underlying assumptions and make
adjustments when appropriate. We cannot, however, determine with precision the
amounts that we will pay for, or the timing of payment of, actual benefits and
claims or whether the assets supporting the policy liabilities will grow to the
level assumed prior to payment of benefits or claims. Our claim costs could
increase significantly and our reserves could be inadequate if actual results
differ significantly from our estimates and assumptions. If so, we will be
required to increase reserves or reduce DAC, which could adversely impact our
earnings and/or capital. See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations - Critical Accounting Estimates."

OUR PROFITABILITY MAY DECLINE IF MORTALITY RATES OR PERSISTENCY RATES DIFFER
SIGNIFICANTLY FROM OUR PRICING EXPECTATIONS.

We set prices for many of our insurance and annuity products based upon
expected claims and payment patterns, using assumptions for mortality rates of
our policyholders. In addition to the potential effect of natural or man-made
disasters, significant changes in mortality could emerge gradually over time,
due to changes in the natural environment, the health habits of the insured
population, the economic environment, or other factors. Pricing of our
insurance and annuity products are also based in part upon expected persistency
of these products, which is the probability that a policy or contract will
remain in force from one period to the next. Persistency within our annuities
products may be significantly impacted by the value of guaranteed minimum
benefits contained in many of our variable annuity products being higher than
current account values in light of poor equity market performance or extended
periods of low interest rates as well as other factors. Results may also vary
based on differences between actual and expected premium deposits and
withdrawals for these products. Persistency within our life products may be
significantly impacted by, among other things, conditions in the capital
markets, the changing needs of our policyholders, the manner in which a product
is marketed or illustrated, and competition, including the availability of new
products. The development of a secondary market for life insurance, including
life settlements or "viaticals" and investor owned life insurance, and to a
lesser extent third party investor strategies in the annuities market, could
adversely affect the profitability of existing business and our pricing
assumptions for new business. Significant deviations in actual experience from
our pricing assumptions could have an adverse effect on the profitability of
our products. Although some of our products permit us to increase premiums or
adjust other charges and credits during the life of the policy or contract, the
adjustments permitted under the terms of the policies or contracts may not be
sufficient to maintain profitability. Many of our products do not permit us to
increase premiums or adjust other charges and credits or limit those
adjustments during the life of the policy or contract.

OUR EARNINGS ARE IMPACTED BY DAC AND VOBA ESTIMATES THAT ARE SUBJECT TO CHANGE.

Our earnings for any period depend in part on the amount of our life insurance
and annuity product acquisition costs (including commissions, underwriting,
agency and policy issue expenses) that can be deferred and amortized rather
than expensed immediately. They also depend in part on the pattern of DAC and
VOBA amortization and the recoverability of DAC and VOBA which are both based
on models involving numerous estimates and subjective judgments, including
those regarding investment results including, Separate Account performance,
Separate Account fees, mortality and expense margins, expected market rates of
return, lapse rates and anticipated surrender charges. These estimates and
judgments are required to be revised periodically and adjusted as appropriate.
Revisions to our estimates may result in a change in DAC and VOBA amortization,
which could negatively impact our earnings.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

WE USE FINANCIAL MODELS THAT RELY ON A NUMBER OF ESTIMATES, ASSUMPTIONS AND
PROJECTIONS THAT ARE INHERENTLY UNCERTAIN.

We use models in many aspects of our operations, including but not limited to
product developments and pricing, capital management, the estimation of
actuarial reserves, the amortization of deferred acquisition costs and the
value of business acquired and the valuation of certain other assets and
liabilities. These models rely on estimates, assumptions and projections that
are inherently uncertain and involve the exercise of significant judgment. Due
to the complexity of such models, it is possible that errors in the models
could exist and our controls could fail to detect such errors. Failure to
detect such errors could result in a negative impact to our results of
operations and financial position.

THE DETERMINATION OF THE AMOUNT OF ALLOWANCES AND IMPAIRMENTS TAKEN ON OUR
INVESTMENTS IS SUBJECTIVE AND COULD MATERIALLY IMPACT OUR RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.

The determination of the amount of allowances and impairments vary by
investment type and is based upon our evaluation and assessment of known and
inherent risks associated with the respective asset class. Such evaluations and
assessments are revised as conditions change and new information becomes
available. Management updates its evaluations regularly and reflects changes in
allowances and impairments in operations as such evaluations are revised. There
can be no assurance that management's judgments, as reflected in our financial
statements, will ultimately prove to be an accurate estimate of the actual and
eventual diminution in realized value. Furthermore, additional impairments may
need to be taken or allowances provided for in the future.

SOME OF OUR INVESTMENTS ARE RELATIVELY ILLIQUID.

We hold certain investments that may lack liquidity, such as privately placed
fixed maturity securities, mortgage loans, commercial mortgage backed
securities, equity real estate and limited partnership interests. These asset
classes represented approximately 21% of the carrying value of our total cash
and invested assets as of December 31, 2012. Although we seek to adjust our
cash and short-term investment positions to minimize the likelihood that we
would need to sell illiquid investments, if we were required to liquidate these
investments on short notice, we may have difficulty doing so and be forced to
sell them for less than we otherwise would have been able to realize.

GROSS UNREALIZED LOSSES ON FIXED MATURITY AND EQUITY SECURITIES MAY BE REALIZED
OR RESULT IN FUTURE IMPAIRMENTS, RESULTING IN A REDUCTION IN OUR NET INCOME.

Fixed maturity and equity securities classified as available-for-sale are
reported at fair value. Unrealized gains or losses on available-for-sale
securities are recognized as a component of other comprehensive income (loss)
and are, therefore, excluded from net income. Our gross unrealized losses on
fixed maturity and equity securities at December 31, 2012 were approximately
$29 million. The accumulated change in estimated fair value of these
available-for-sale securities is recognized in net income when the gain or loss
is realized upon the sale of the security or in the event that the decline in
estimated fair value is determined to be other-than-temporary and an impairment
charge to earnings is taken. Realized losses or impairments may have a material
adverse effect on our net income in a particular quarterly or annual period.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - General Accounts Investment Portfolio."

A DOWNGRADE IN OUR FINANCIAL STRENGTH AND CLAIMS-PAYING RATINGS COULD ADVERSELY
AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Claims paying and financial strength ratings are important factors in
establishing the competitive position of insurance companies. A downgrade of
our ratings or those of AXA and/or AXA Financial could adversely affect our
business and results of operations by, among other things, reducing new sales
of our products, increasing surrenders and withdrawals from our existing
contracts, possibly requiring us to reduce prices or take other actions for
many of our products and services to remain competitive, or adversely affecting
our ability to obtain reinsurance or obtain reasonable pricing on reinsurance.
A downgrade in our ratings may also adversely affect our cost of raising
capital or limit our access to sources of capital.

As a result of the difficulties recently experienced by many insurance
companies, we believe that it is possible that the ratings agencies will
continue to heighten the level of scrutiny they apply to insurance companies,
will continue to increase the frequency and scope of their credit reviews, will
continue to request additional information from the companies that they rate,
and may adjust upward the capital and other requirements employed in their
ratings models for maintenance of certain ratings levels.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

LEGAL AND REGULATORY ACTIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

A number of lawsuits have been filed against life and health insurers and
affiliated distribution companies involving insurers' sales practices, alleged
agent misconduct, failure to properly supervise agents and other matters. Some
of these lawsuits have resulted in the award of substantial judgments against
other insurers, including material amounts of punitive damages, or in
substantial settlements. In some states, juries have substantial discretion in
awarding punitive damages.

We, like other life insurers, are involved in such litigation and our results
of operations and financial position could be affected by defense and
settlement costs and any unexpected material adverse outcomes in such
litigations as well as in other material litigations pending against us. The
frequency of large damage awards, including large punitive damage awards that
bear little or no relation to actual economic damages incurred by plaintiffs in
some jurisdictions, continues to create the potential for an unpredictable
judgment in any given matter.

In addition, examinations by Federal and state regulators and other
governmental and self-regulatory agencies including, among others, the SEC,
state attorneys general, insurance and securities regulators and FINRA could
result in adverse publicity, sanctions, fines and other costs. For example, we,
along with other life insurance industry companies, have been the subject of
various inquiries regarding our death claim, escheatment and unclaimed property
procedures and are cooperating with these inquiries. We are under audit by a
third party auditor acting on behalf of a number of U.S. state jurisdictions
reviewing compliance with unclaimed property laws of those jurisdictions. A
number of life insurance industry companies have received a multistate targeted
market conduct examination notice issued on behalf of various U.S. state
insurance departments reviewing use of the DMF, claims processing and payments
to beneficiaries. In December 2012, AXA Equitable received an examination
notice on behalf of at least six insurance departments. At this time,
management cannot predict what actions regulators may take or what the impact
of such actions might be. See "Description of Business - Regulation."

CHANGES IN U.S. TAX LAWS AND REGULATIONS MAY ADVERSELY AFFECT SALES OF OUR
PRODUCTS AND OUR PROFITABILITY.

Currently, U.S. tax law provisions afford certain benefits to life insurance
and annuity products. The nature and extent of competition and the markets for
our life insurance and annuity products and our profitability may be materially
affected by changes in tax laws and regulations, including changes relating to
savings and retirement funding. Adverse changes could include, among many other
things, the introduction of current taxation of increases in the account value
of life insurance and annuity products, improved tax treatment of mutual funds
or other investments as compared to insurance products or repeal of the Federal
estate tax. Management cannot predict what proposals may be made, what
legislation, if any, may be introduced or enacted or what the effect of any
such legislation might be. See "Description of Business - Regulation - Federal
Tax Legislation."

WE FACE COMPETITION FROM OTHER INSURANCE COMPANIES, BANKS AND OTHER FINANCIAL
INSTITUTIONS, WHICH MAY ADVERSELY IMPACT OUR MARKET SHARE AND PROFITABILITY.

There is strong competition among insurers, banks, brokerage firms and other
financial institutions and providers seeking clients for the types of products
and services we provide, including insurance, annuity and other investment
products and services. Competition is intense among a broad range of financial
institutions and other financial service providers for retirement and other
savings dollars. This competition makes it especially difficult to provide
unique insurance products since, once such products are made available to the
public, they often are reproduced and offered by our competitors. Also, this
competition may adversely impact our market share and profitability.

Our ability to compete is dependent on numerous factors including, among
others, the successful implementation of our strategy; our financial strength
as evidenced, in part, by our financial and claims-paying ratings; our access
to diversified sources of distribution; our size and scale; our product
quality, range, features/functionality and price; our ability to bring
customized products to the market quickly; our ability to explain complicated
products and features to our distribution channels and customers; crediting
rates on our fixed products; the visibility, recognition and understanding of
our brands in the marketplace; our reputation and quality of service; and (with
respect to variable insurance and annuity products and other investment
products) investment options, flexibility and investment management
performance. See "Description of Business - Competition."

CONSOLIDATION OF DISTRIBUTORS OF INSURANCE PRODUCTS MAY ADVERSELY AFFECT THE
INSURANCE INDUSTRY AND THE PROFITABILITY OF OUR BUSINESS.

The insurance industry distributes many of its products through other financial
institutions such as banks and broker-dealers. The trend toward consolidation
in the financial services industry has been significantly accelerating as a
result of the recent financial crisis with substantial

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

consolidation particularly between and among banks and other financial services
companies. An increase in bank and other financial services companies
consolidation activity may create firms with even stronger competitive
positions, negatively impact the industry's sales, and such consolidation could
increase competition for access to distributors, result in greater distribution
expenses and impair our ability to market insurance products to our current
customer base or expand our customer base. Consolidation of distributors and/or
other industry changes may also increase the likelihood that distributors will
try to renegotiate the terms of any existing selling agreements to terms less
favorable to us.

CHANGES IN ACCOUNTING STANDARDS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
RESULTS OF OPERATIONS AND/OR FINANCIAL CONDITION.

Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America that are revised from time
to time. Accordingly, from time to time we are required to adopt new or revised
accounting standards issued by recognized authoritative bodies, including the
Financial Accounting Standards Board ("FASB"). For example, the adoption of the
provisions of Accounting Standards Update ("ASU") 2010-26, Financial Services:
Insurance (Accounting Standards Codification /(TM) /("ASC") Topic 944):
"Accounting for Costs Associated with Acquiring or Renewing Insurance
Contracts" decreased our December 31, 2011 Total equity by $34 million. In the
future, new accounting pronouncements, as well as new interpretations of
existing accounting pronouncements, may have material adverse effects on our
results of operations and/or financial condition. See Note 2 of Notes to
Financial Statements.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND MAY BE SUBJECT TO
INFRINGEMENT CLAIMS BY A THIRD PARTY.

We rely on a combination of contractual rights, copyright, trademark, and trade
secret laws to establish and protect our intellectual property. Although we use
a broad range of measures to protect our intellectual property rights, third
parties may infringe or misappropriate our intellectual property. The loss of
intellectual property protection or the inability to secure or enforce the
protection of our intellectual property assets could have a material adverse
effect on our business and our ability to compete.

Third parties may have, or may eventually be issued, patents or other
protections that could be infringed by our products, methods, processes or
services or could limit our ability to offer certain product features. In
recent years, there has been increasing intellectual property litigation in the
financial services industry challenging, among other things, product designs
and business processes. If a third party were to successfully assert an
intellectual property infringement claim against us, or if we were otherwise
precluded from offering certain features or designs, or utilizing certain
processes, it could have a material adverse effect on our business, results of
operations and financial condition.

LOSSES DUE TO DEFAULTS, ERRORS OR OMISSIONS BY THIRD PARTIES, INCLUDING
OUTSOURCING RELATIONSHIPS, COULD MATERIALLY ADVERSELY IMPACT OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

We depend on third parties that owe us money, securities or other assets to pay
or perform under their obligations. These parties include the issuers whose
securities we hold in our investment portfolios, borrowers under the mortgage
loans we make, customers, trading counterparties, counterparties under swap and
other derivative contracts, clearing agents, exchanges, clearing houses and
other financial intermediaries. These parties may default on their obligations
to us due to bankruptcy, lack of liquidity, downturns in the economy or real
estate values, operational failure or other reasons.

We also depend on third parties in other contexts. For example, in establishing
the amount of the liabilities and reserves associated with the risks assumed in
connection with reinsurance pools and arrangements, we rely on the accuracy and
timely delivery of data and other information from ceding companies.

We also rely on third parties to whom we outsource certain technology
platforms, information systems and administrative functions, including records
retention. If we do not effectively implement and manage our outsourcing
strategy, third party vendor providers do not perform as anticipated, such
vendors' internal controls fail or are inadequate, or we experience
technological or other problems associated with outsourcing transitions, we may
not realize anticipated productivity improvements or cost efficiencies and may
experience operational difficulties, increased costs and reputational damage.

Losses associated with defaults or other failures by these third parties and
outsourcing partners upon whom we rely could materially adversely impact our
business, results of operations and financial condition.

WE COULD EXPERIENCE SIGNIFICANT DIFFICULTIES WITH RESPECT TO OUR PROPRIETARY
TECHNOLOGY AND INFORMATION SYSTEMS AS WELL AS THOSE PROVIDED BY VENDORS.

We utilize numerous technology and information systems in our businesses, some
of which are proprietary and some of which are provided by outside vendors
pursuant to outsourcing arrangements. These systems are central to, among other
things, designing and pricing products,

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

underwriting and reserving decisions, our reinsurance and hedging programs,
marketing and selling products and services, processing policyholder and
investor transactions, client recordkeeping, communicating with retail sales
associates, employees and clients, and recording information for accounting and
management purposes in a secure and timely manner. The systems are maintained
to provide customer privacy and, although they are periodically tested to
ensure the viability of business resumption plans, these systems are subject to
attack by viruses, spam, spyware, worms and other malicious software programs,
which could jeopardize the security of information stored in a user's computer
or in our computer systems and networks.

We commit significant resources to maintain and enhance our existing
information systems that, in some cases, are advanced in age, and to develop
and introduce new systems and software applications. Any significant difficulty
associated with the operation of our systems, or any material delay, disruption
or inability to develop needed system capabilities could have a material
adverse effect on our consolidated results of operations and, ultimately, our
ability to achieve our strategic goals. We are unable to predict with certainty
all of the material adverse effects that could result from our failure, or the
failure of an outside vendor, to address these problems. The material adverse
effects could include the inability to perform or prolonged delays in
performing critical business operational functions or failure to comply with
regulatory requirements, which could lead to loss of client confidence, harm to
reputation or exposure to disciplinary action.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE OCCURRENCE OF A CATASTROPHE,
INCLUDING NATURAL OR MAN-MADE DISASTERS.

Any catastrophic event, such as pandemic diseases, terrorist attacks, floods,
severe storms or hurricanes or computer cyber-terrorism, could have an adverse
effect on our business in several respects:

. we could experience long-term interruptions in our service due to the
vulnerability of our information and operation systems and those of our
significant vendors to the effects of catastrophic events. We depend
heavily on computer systems to provide reliable service. Despite our
implementation of a variety of security measures, our computer systems
could be subject to physical and electronic break-ins, cyber-attacks and
similar disruptions from unauthorized tampering, including threats that
may come from external factors, such as governments, organized crime,
hackers and third parties to whom we outsource certain functions, or may
originate internally from within the Company. Some of our operational
systems are not fully redundant, and our disaster recovery and business
continuity planning cannot account for all eventualities. Additionally,
unanticipated problems with our disaster recovery systems could further
impede our ability to conduct business, particularly if those problems
affect our computer-based data processing, transmission, storage and
retrieval systems and destroy valuable data.

. the occurrence of a pandemic disease could have a material adverse effect
on our liquidity and operating results due to increased mortality and, in
certain cases, morbidity rates.

. the occurrence of any pandemic disease, natural disaster, terrorist
attacks or any other catastrophic event that results in our workforce
being unable to be physically located at one of our facilities could
result in lengthy interruptions in our service.

. another terrorist attack in the United States could have long-term
economic impacts that may have severe negative effects on our investment
portfolio and disrupt our business operations. Any continuous and
heightened threat of terrorist attacks could also result in increased
costs of reinsurance.

OUR RISK MANAGEMENT POLICIES AND PROCEDURES MAY NOT BE ADEQUATE, WHICH MAY
LEAVE US EXPOSED TO UNIDENTIFIED OR UNANTICIPATED RISK, WHICH COULD NEGATIVELY
AFFECT OUR BUSINESSES OR RESULT IN LOSSES.

Our policies and procedures to identify, monitor and manage risks may not be
adequate or fully effective. Many of our methods of managing risk and exposures
are based upon our use of historical market behavior or statistics based on
historical models. As a result, these methods may not predict future exposures,
which could be significantly greater than the historical measures indicate,
such as the risk of pandemics causing a large number of deaths or terrorism.
Other risk management methods depend upon the evaluation of information
regarding markets, clients, catastrophe occurrence or other matters that is
publicly available or otherwise accessible to us, which may not always be
accurate, complete, up-to-date or properly evaluated.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DESCRIPTION OF BUSINESS1

OVERVIEW

MLOA, established in the state of Arizona in 1969, is a wholly owned subsidiary
of AXA Financial, Inc. Our primary business is to provide life insurance and
annuity products to both individuals and businesses. We are licensed to sell
our products in 49 states (not including New York), the District of Columbia
and Puerto Rico. As of December 31, 2012, we had approximately 179,243
insurance policies and annuity contracts in force.

AXA Financial is an indirect wholly owned subsidiary of AXA S.A. ("AXA"), a
French holding company for an international group of insurance and related
financial services companies. For additional information regarding AXA, see
"Description of Business -- Parent Company."

PRODUCTS

Prior to the MONY Acquisition, we offered a broad portfolio of life insurance
products consisting primarily of variable life and interest-sensitive life
insurance products (including group interest-sensitive life insurance
products). In addition, we previously offered whole life and a variety of term
life insurance products, as well as a variety of annuity products, such as
variable annuities, fixed deferred annuities and payout annuities. For
additional information regarding certain features of our variable annuity
products, see Note 6 of Notes to Financial Statements.

In connection with the integration of the MONY Companies with AXA Financial,
management evaluated the products sold by MLOA as part of an overall review of
insurance products offered by AXA Equitable and AXA Financial's other insurance
subsidiaries with a view towards reducing duplication of products, improving
the quality of the product line-up and enhancing the overall profitability of
AXA Financial Group. This evaluation resulted in our discontinuation, in 2005,
of new sales of life insurance and annuity products, except for certain
variable and fixed annuities in limited markets, variable universal life
insurance and interest-sensitive whole life insurance. Since future decisions
regarding product development depend on factors and considerations not yet
known, management is unable to predict the extent to which we will offer other
products in the future.

SEPARATE ACCOUNT ASSETS

Variable life and variable annuity policyholders have a broad selection of
investment accounts representing a range of investment objectives in which to
invest the assets held under their contracts. The investment options available
to MLOA's variable life and variable annuity policyholders are comprised of the
proprietary fund families of EQ Advisors Trust, AXA Premier VIP Trust and
various non-proprietary fund families. Our variable life insurance contracts
had 92 investment options and MLOA's variable annuity contracts had 31
investment options as of December 31, 2012. Depending on the investment options
available under the specific contract, variable policyholders may allocate
their funds among a wide variety of these investment options.

DISTRIBUTION

We distribute our products through Retail and Wholesale distribution channels.

RETAIL DISTRIBUTION. Our annuity and life insurance products are offered on a
retail basis in 49 states (not including New York), the District of Columbia
and Puerto Rico through financial professionals associated with AXA Advisors,
LLC ("AXA Advisors"), an affiliated broker-dealer, and AXA Network, LLC ("AXA
Network"), an affiliated insurance agency. These financial professionals also
have access to and can offer a broad array of annuity, life insurance and
investment products and services from unaffiliated insurers and other financial
service providers. As of December 31, 2012, AXA Advisors and AXA Network had
approximately 5,242 financial professionals.
-----------
1 As used herein, the terms "MLOA", "we", "our" and/or "us" refers to MONY
Life Insurance Company of America, an Arizona stock life insurance company,
"AXA Financial" refers to AXA Financial, Inc., a Delaware corporation
incorporated in 1991, "AXA Financial Group" refers to AXA Financial and its
consolidated subsidiaries, including AXA Equitable Life Insurance Company
("AXA Equitable"). The term "MONY" refers to The MONY Group Inc., a Delaware
corporation acquired by AXA Financial on July 8, 2004 that merged with and
into AXA Financial on July 22, 2004 (the "MONY Acquisition"), and the term
"MONY Companies" means MONY Life Insurance Company, MLOA, U.S. Financial
Life Insurance Company and the other subsidiaries of MONY acquired by AXA
Financial in the MONY Acquisition. The term "Separate Accounts" refers to
the Separate Account investment assets of MLOA excluding the assets held in
those Separate Accounts on which MLOA bears the investment risk. The term
"General Account Investment Assets" refers to assets held in the General
Account associated with MLOA's continuing operations.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

WHOLESALE DISTRIBUTION. We also distribute our products on a wholesale basis
through AXA Distributors, LLC ("AXA Distributors"), an affiliated wholesale
distribution company, to third-party broker-dealers and insurance brokerage
general agencies.

REINSURANCE

We reinsure most of our variable life, interest-sensitive life and term life
insurance policies on an excess of retention basis. In 2012, we generally
retained up to a maximum of $4 million of mortality risk on single-life
policies and up to a maximum of $6 million of mortality risk on second-to-die
policies. For amounts applied for in excess of those limits, reinsurance is
ceded to AXA Equitable up to a combined maximum of $20 million of risk on
single-life policies and up to a maximum of $25 million on second-to-die
policies. For amounts issued in excess of those limits we typically obtained
reinsurance from unaffiliated third parties. The reinsurance arrangements
obligate the reinsurer to pay a portion of any death claim in excess of the
amount we retain in exchange for an agreed-upon premium. We are not a party to
any risk reinsurance arrangement with any reinsurer pursuant to which the
amount of reserves on reinsurance ceded to such reinsurer equals more than
1.48% of the total policy life reserves of MLOA.

We also continue to reinsure a portion of our exposure on variable annuity
products that provide guaranteed minimum income benefit ("GMIB") features
and/or guaranteed minimum death benefit ("GMDB") features. At December 31,
2012, we have fully reinsured, subject to certain maximum amounts or caps in
any one period, the GMIB benefit and reinsured approximately 31.8% of our net
amount at risk to the GMDB obligation on annuity contracts in force as of
December 31, 2012. A contingent liability exists with respect to reinsurance
should the reinsurers be unable to meet their obligations. We evaluate the
financial condition of our reinsurers in an effort to minimize our exposure to
significant losses from reinsurer insolvencies.

We do not assume reinsurance from any non-affiliated insurance company. For
additional information about reinsurance strategies implemented and affiliate
reinsurance assumed, see Notes 7 and 8 of Notes to Financial Statements.

POLICYHOLDER LIABILITIES AND RESERVES

We establish, and carry as liabilities, actuarially determined amounts that are
calculated to meet our policy obligations when a policy matures or is
surrendered, an insured dies or becomes disabled or upon the occurrence of
other covered events, or to provide for future annuity payments. Our reserve
requirements are calculated based on a number of estimates and assumptions,
including estimates and assumptions related to future mortality, morbidity,
interest rates, future equity performance, reinvestment rates, persistency,
claims experience and policyholder elections (i.e., lapses and surrenders,
withdrawals and amounts of withdrawals, contributions and the allocation
thereof etc.) which we modify to reflect our actual experience and/or refined
assumptions when appropriate.

Pursuant to state insurance laws, we establish statutory reserves, reported as
liabilities, to meet our obligations on our policies. These statutory reserves
are established in amounts sufficient to meet policy and contract obligations,
when taken together with expected future premiums and interest at assumed
rates. Statutory reserves generally differ from actuarial liabilities for
future policy benefits determined using U.S. GAAP.

State insurance laws and regulations require that we submit to state insurance
departments, with each annual report, an opinion and memorandum of a "qualified
actuary" that the statutory reserves and related actuarial amounts recorded in
support of specified policies and contracts, and the assets supporting such
statutory reserves and related actuarial amounts, make adequate provision for
its statutory liabilities with respect to these obligations.

For additional information on Policyholder Liabilities, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Critical Accounting Policies and Estimates", "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Continuing Operations by Segment - Insurance" and "Risk Factors."

UNDERWRITING AND PRICING

UNDERWRITING. We employ detailed underwriting policies, guidelines and
procedures designed to align mortality results with the assumptions used in
product pricing while providing for competitive risk selection. The risk
selection process is carried out by underwriters who evaluate policy
applications based on information provided by the applicant and other sources.
Specific tests, such as blood analysis, are used to evaluate policy
applications based on the size of the policy, the age of the applicant and
other factors. The purpose of this process is to determine the type and amount
of risk that we are willing to accept. In addition, we are piloting alternative
underwriting methods that rely on predictive modeling.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

We have senior level oversight of the underwriting process in order to
facilitate quality sales and serve the needs of our customers, while supporting
our financial strength and business objectives. The application of our
underwriting guidelines is periodically reviewed through internal underwriting
audits in order to maintain high standards of underwriting and consistency.

PRICING. Pricing for our products is designed to allow us to make an
appropriate profit after paying benefits to customers, and taking account of
all the risks we assume. Product pricing is calculated through the use of
estimates and assumptions for mortality, morbidity, withdrawal rates and
amounts, expenses, persistency, policyholder elections and investment returns,
as well as certain macroeconomic factors. Assumptions used are determined in
light of our underwriting standards and practices. Investment-oriented products
are priced based on various factors, which may include investment return,
expenses, persistency and optionality.

Our life insurance products are highly regulated by the individual state
regulators where such products are sold. Variable and fixed annuity products
are also highly regulated and approved by the individual state regulators where
the product is sold. Such products generally include penalties for early
withdrawals and policyholder benefit elections to tailor the form of the
product's benefits to the needs of the opting policyholder. From time to time,
we reevaluate the type and level of guarantee and other features currently
being offered and may change the nature and/or pricing of such features for new
sales.

We continually review our underwriting and pricing guidelines with a view to
maintaining competitive offerings that are consistent with maintaining our
financial strength and meeting profitability goals.

GENERAL ACCOUNT INVESTMENT PORTFOLIO

The General Account consists of a diversified portfolio of principally
fixed-income investments.

The following table summarizes our General Account Investment Assets by asset
category at December 31, 2012:

MONY LIFE INSURANCE COMPANY OF AMERICA
GENERAL ACCOUNT INVESTMENT ASSETS

AMOUNT % OF TOTAL
-------- ----------
(IN MILLIONS)

Fixed maturities................ $ 1,890 85.3%
Mortgages....................... 45 2.0
Other equity investments........ 2 0.1
Policy loans.................... 139 6.3
Cash and short-term investments. 140 6.3
-------- -------
Total........................... $ 2,216 100.0%
======== =======

/(1)/See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - General Account Investment Portfolio - Investment
Results of General Account Investment Assets" for further information on
these investment assets and their results.

We have an asset/liability management approach with separate investment
objectives for specific classes of product liabilities, such as life insurance
and annuity. We have investment strategies to manage each product line's
investment return and liquidity requirements, consistent with management's
overall investment objectives for the General Account investment portfolio.
Investments frequently meet the investment objectives of more than one class of
product liabilities.

INVESTMENT SURVEILLANCE. As part of our investment management process,
management, with the assistance of its investment advisors, continuously
monitors General Account investment performance. This internal review process
culminates with a quarterly review of assets by our Investment Under
Surveillance ("IUS") Committee. The IUS Committee, among other things,
evaluates whether any investments are other than temporarily impaired and,
therefore, must be written down to their fair value and whether specific
investments should be put on an interest non-accrual basis.

For additional information on the General Account Investment Portfolio, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - General Account Investment Portfolio."

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

COMPETITION

There is strong competition among insurers, banks, brokerage firms and other
financial institutions and providers seeking clients for the types of products
we provide. Competition is intense among a broad range of financial
institutions and other financial service providers for retirement and other
savings dollars. For additional information regarding competition, see "Risk
Factors."

The principal competitive factors affecting our business are our financial
strength as evidenced, in part, by our financial and claims-paying ratings;
size; product quality, range, features/functionality and price; crediting rates
on fixed products; visibility, recognition and understanding of our brand in
the marketplace; reputation and quality of service; and (with respect to
variable insurance and annuity products) investment management performance.

We and our affiliated distributors must attract and retain productive sales
representatives to sell our products. Strong competition continues among
financial institutions for sales representatives with demonstrated ability. We
compete with other financial institutions for sales representatives primarily
on the basis of financial position, product breadth and features, support
services and compensation policies. For additional information, see "Risk
Factors."

Legislative and other changes affecting the regulatory environment can affect
our competitive position within the life insurance industry and within the
broader financial services industry. For additional information, see
"Description of Business -- Regulation" and "Risk Factors."

REGULATION

INSURANCE REGULATION

We are licensed to transact insurance business in all states other than New
York and are subject to extensive regulation and supervision by insurance
regulators in these states and the District of Columbia and Puerto Rico. We are
domiciled in Arizona and are primarily regulated by the Director of Insurance
of the Arizona Department of Insurance. The extent of regulation by
jurisdiction varies, but most jurisdictions have laws and regulations governing
sales practices, standards of solvency, levels of reserves, risk-based capital,
permitted types and concentrations of investments, and business conduct to be
maintained by insurance companies as well as agent licensing, approval of
policy forms and, for certain lines of insurance, approval or filing of rates.
Insurance regulators have the discretionary authority to limit or prohibit new
issuances of business to policyholders within their jurisdictions when, in
their judgment, such regulators determine that the issuing company is not
maintaining adequate statutory surplus or capital. For additional information
on Insurance Supervision, see "Risk Factors."

We are required to file detailed annual financial statements, prepared on a
statutory accounting basis, with supervisory agencies in each of the
jurisdictions in which we do business. Such agencies may conduct regular or
targeted examinations of our operations and accounts and may make occasional
requests for particular information from us. In addition to oversight by state
insurance regulators, in recent years, the insurance industry has seen an
increase in inquiries from state attorneys general and other state officials
regarding compliance with certain state insurance, securities and other
applicable laws. We have received and responded to such inquiries from time to
time. For example, MLOA, along with other life insurance industry companies,
has been the subject of various inquiries regarding its death claim,
escheatment and unclaimed property procedures and is cooperating with these
inquiries. MLOA is under audit by a third party auditor acting on behalf of a
number of U.S. state jurisdictions reviewing compliance with unclaimed property
laws of those jurisdictions. In addition, a number of life insurance industry
companies have received a multistate targeted market conduct examination notice
issued on behalf of various U.S. state insurance departments reviewing use of
the U.S. Social Security Administration's Death Master File or similar
database, claims processing and payments to beneficiaries. In December 2012,
MLOA received an examination notice on behalf of at least six insurance
departments. These audits and related inquiries have resulted in the payment of
death benefits and changes to MLOA's relevant procedures. MLOA expects it will
also result in the reporting and escheatment of unclaimed death benefits,
including potential interest on such payments, and the payment of examination
costs. In addition, MLOA, along with other life insurance companies, are
subject to lawsuits that may be filed by regulatory agencies and other
litigants.

HOLDING COMPANY AND SHAREHOLDER DIVIDEND REGULATION. Most states, including
Arizona, regulate transactions between an insurer and its affiliates under
insurance holding company acts. The insurance holding company laws and
regulations vary from jurisdiction to jurisdiction, but generally require a
controlled insurance company (insurers that are subsidiaries of insurance
holding companies) to register with state regulatory authorities and to file
with those authorities certain reports, including information concerning its
capital structure, ownership, financial condition, certain intercompany
transactions and general business operations.

State insurance statutes also typically place restrictions and limitations on
the amount of dividends or other distributions payable by insurance company
subsidiaries to their parent companies, as well as on transactions between an
insurer and its affiliates.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

In 2012, we did not make any shareholder dividend payments. For additional
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

GUARANTY ASSOCIATIONS AND SIMILAR ARRANGEMENTS. Each of the states in which we
are admitted to transact business require life insurers doing business within
the jurisdiction to participate in guaranty associations, which are organized
to pay certain contractual insurance benefits owed pursuant to insurance
policies issued by impaired, insolvent or failed insurers. These associations
levy assessments, up to prescribed limits, on all member insurers in a
particular state on the basis of the proportionate share of the premiums
written by member insurers in the lines of business in which the impaired,
insolvent or failed insurer is engaged. Some states permit member insurers to
recover assessments paid through full or partial premium tax offsets.

During each of the past five years, the assessments levied against us have not
been material.

RISK BASED CAPITAL ("RBC"). We are subject to RBC requirements and report our
RBC based on a formula calculated by applying factors to various asset, premium
and statutory reserve items, as well as taking into account the risk
characteristics of the insurer. The major categories of risk involved are asset
risk, insurance risk, interest rate risk, market risk and business risk. The
formula is used as a regulatory tool to identify possible inadequately
capitalized insurers for purposes of initiating regulatory action, and not as a
means to rank insurers generally. State insurance laws provide insurance
regulators the authority to require various actions by, or take various actions
against, insurers whose RBC ratio does not meet or exceed certain RBC levels.
As of the date of the most recent annual statutory financial statements filed
with insurance regulators, our RBC was in excess of each of those RBC levels.
For additional information on RBC, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."

SECURITIES LAWS

We and certain policies and contracts offered by us are subject to regulation
under the Federal securities laws administered by the Securities and Exchange
Commission (the "SEC") and under certain state securities laws. The SEC
conducts regular examinations of our operations, and from time to time makes
requests for particular information from us. The SEC and other governmental
regulatory authorities, including state securities administrators, may
institute administrative or judicial proceedings that may result in censure,
fines, issuance of cease-and-desist orders or other sanctions. Sales of
variable insurance and annuity products are regulated by the SEC and the
Financial Industry Regulatory Authority, Inc. ("FINRA"), the successor to the
National Association of Securities Dealers, Inc. The SEC, FINRA and other
regulators have from time to time investigated certain sales practices
involving certain sales of variable annuities and transactions in which an
existing variable annuity is replaced by, or exchanged for, a new variable
annuity. Certain of our Separate Accounts are registered as investment
companies under the Investment Company Act of 1940, as amended. Separate
Account interests under certain annuity contracts and insurance policies issued
by us are also registered under the Securities Act of 1933, as amended.

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

Currently, the U.S. federal government does not directly regulate the business
of insurance. While the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Dodd-Frank Act") does not remove primary responsibility for the
supervision and regulation of insurance from the states, Title V of the Act
establishes a Federal Insurance Office ("FIO") within the U.S. Treasury
Department and reforms the regulation of the non-admitted property and casualty
insurance market and the reinsurance market. The FIO has authority that extends
to all lines of insurance except health insurance, crop insurance and (unless
included with life or annuity components) long-term care insurance. Under the
Dodd-Frank Act, the FIO is charged with monitoring all aspects of the insurance
industry (including identifying gaps in regulation that could contribute to a
systemic crisis), recommending to the newly established Financial Stability
Oversight Council the designation of any insurer and its affiliates
(potentially including AXA and its affiliates) as a non-bank financial company
subject to oversight by the Board of Governors of the Federal Reserve System
(including the administration of stress testing on capital), assisting the
Treasury Secretary in negotiating "covered agreements" with non-US governments
or regulatory authorities, and, with respect to state insurance laws and
regulation, determining whether such state insurance measures are pre-empted by
such covered agreements. In addition, the FIO will be empowered to request and
collect data (including financial data) on and from the insurance industry and
insurers (including reinsurers) and their affiliates. In such capacity, the FIO
may require an insurer or an affiliate of an insurer to submit such data or
information as the FIO may reasonably require. In addition, the FIO's approval
will be required to subject an insurer or a company whose largest U.S.
subsidiary is an insurer to the special orderly liquidation process outside the
federal bankruptcy code, administered by the Federal Deposit Insurance
Corporation pursuant to the Dodd-Frank Act. The Dodd-Frank Act also reforms the
regulation of the non-admitted property/casualty insurance market (commonly
referred to as excess and surplus lines) and the reinsurance markets, including
the ability of non-domiciliary state insurance regulators to deny credit for
reinsurance when recognized by the ceding insurer's domiciliary state regulator.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

FEDERAL TAX LEGISLATION

There are a number of existing, expiring, newly enacted and previously or
currently proposed Federal tax initiatives that may also significantly affect
us including, among others, the following.

Estate and Related Taxes. Under Federal tax legislation enacted on January 2,
2013, exemption amounts for estate, gift and generation skipping transfer
("GST") taxes in the United States on estates, gifts or GST transfers exceeding
$5 million per individual (to be indexed for inflation) will be subject to tax
at a top rate of 40%. The permanence of the estate tax as enacted in 2013 with
an inflation indexed exemption amount of $5 million, a top tax rate of 40% and
"portability" which allows a surviving spouse to use a deceased spouse's unused
$5 million exemption could be expected to have an adverse impact on life
insurance sales as a significant portion of our life insurance sales are made
in conjunction with estate planning. At the same time, the higher gift tax
exemption may encourage certain gifting techniques involving life insurance in
larger estates.

Income, Capital Gains and Dividend Tax Rates. Federal tax legislation enacted
on January 2, 2013 made permanent reduced income tax rates for individuals
except those with taxable income of over $400,000 per year ($450,000 for a
married couple on a joint tax return) who will now be subject to a top income
tax rate of 39.6% (an increase from 35%); a top long-term capital gains and
dividend tax rate of 20% (an increase from 15%). Such changes may increase the
tax appeal of cash value life insurance and annuity products for individuals in
the higher tax bracket. The tax advantages of cash value life insurance and
annuity products should increase favourably in the event of higher income and
capital gains tax rates and the application of a newly enacted 3.8% net
investment income tax on investment type income for higher earning taxpayers
beginning in 2013.

Other Proposals. The U.S. Congress may also consider proposals for, among other
things, the comprehensive overhaul of the Federal tax law and/or tax incentives
targeted particularly to lower and middle-income taxpayers. For example, as
part of deficit reduction ideas being discussed, there may be renewed interest
in tax reform options, which could present sweeping changes to many
longstanding tax rules. One possible change includes the creation of new
tax-favoured savings accounts that would replace many existing qualified plan
arrangements or new limits on the tax benefits available under existing
qualified plan arrangements. Others would eliminate or limit certain tax
benefits currently available to cash value life insurance and deferred annuity
products. Enactment of these changes or similar alternatives would likely
adversely affect new sales, and possibly funding and persistency of existing
cash value life insurance and deferred annuity products. Finally, current
legislative proposals may introduce significant increases on the taxation of
financial institutions, including, taxes on certain financial institutions to
compensate for the funds dispersed during the financial crisis, taxes on
financial transactions, and taxes on executive compensation, including bonuses.

Recent tax rulings indicate lifetime annuity guarantees can be placed upon
mutual fund type investment portfolios outside the annuity contract. Such
portfolios would not be tax-deferred but would be eligible to pass capital gain
or loss and dividend treatment to the policyholders. Development of such new
annuity designs could impact the attractiveness or pricing of current annuity
guarantee designs but expand the market for such guarantees.

The current, rapidly changing economic environment and projections relating to
government budget deficits may increase the likelihood of substantial changes
to Federal tax law. Management cannot predict what, if any, legislation will
actually be proposed or enacted based on these proposals or what other
proposals or legislation, if any, may be introduced or enacted relating to our
business or what the effect of any such legislation might be.

PRIVACY OF CUSTOMER INFORMATION

We have adopted a privacy policy outlining procedures and practices to be
followed by members of the AXA Financial Group relating to the collection,
disclosure and protection of customer information. Customer information may
only be used to conduct company business. We may not disclose customer
information to third parties except as required or permitted by law. Customer
information may not be sold or rented to third parties. A copy of the privacy
policy is mailed to customers on an annual basis. Federal and state laws and
regulations require financial institutions to protect the security and
confidentiality of customer information and report breaches in which customer
information is intentionally or accidentally disclosed to third parties.
Violation of these laws and regulations may result in significant fines and
remediation costs. Legislation currently under consideration in the U.S.
Congress and state legislatures could create additional obligations relating to
the use and protection of customer information.

EMPLOYEES

We have no employees. We have service agreements with affiliates pursuant to
which we are provided services necessary to operate our business. For
additional information, see Note 8 of Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

PARENT COMPANY

AXA, our ultimate parent company, is the holding company for an international
group of insurance and related financial services companies engaged in the
financial protection and wealth management business. AXA is one of the world's
largest insurance groups, operating primarily in Europe, North America, the
Asia/Pacific region and, to a lesser extent, in other regions including the
Middle East, Africa and Latin America. AXA has five operating business
segments: life and savings, property and casualty, international insurance,
asset management and banking.

Neither AXA nor any affiliate of AXA has any obligation to provide us with
additional capital or credit support.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DESCRIPTION OF PROPERTY

MLOA does not lease or own space for its operations. Facilities are provided to
MLOA for the conduct of its business pursuant to service agreements with
affiliated companies. For additional information, see Note 8 of Notes to
Financial Statements included elsewhere herein.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

LEGAL PROCEEDINGS

The matters set forth in Note 12 of Notes to Financial Statements for the year
ended December 31, 2012 are incorporated herein by reference.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

MONY LIFE INSURANCE COMPANY OF AMERICA

Report of Independent Registered Public Accounting Firm............... 20

Financial Statements:
Balance Sheets, December 31, 2012 and December 31, 2011............. 21
Statements of Earnings (Loss), Years Ended December 31, 2012, 2011
and 2010........................................................... 22
Statements of Comprehensive Income (Loss), Years Ended December 31,
2012, 2011 and 2010................................................ 23
Statements of Shareholder's Equity, Years Ended December 31, 2012,
2011 and 2010...................................................... 24
Statements of Cash Flows, Years Ended December 31, 2012, 2011 and
2010............................................................... 25
Notes to Financial Statements....................................... 26

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
MONY Life Insurance Company of America

In our opinion, the accompanying balance sheets and the related statements of
earnings (loss), of comprehensive income (loss), of shareholder's equity and of
cash flows present fairly, in all material respects, the financial position of
MONY Life Insurance Company of America ("the Company") at December 31, 2012 and
2011 and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2012 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 2 of the Notes to Financial Statements, as of January 1,
2012, the Company retrospectively adopted a new accounting standard that amends
the accounting for costs associated with acquiring or renewing insurance
contracts.

/s/ PricewaterhouseCoopers LLP
New York, New York

March 8, 2013, except for the effects of the revision discussed in Note 2
related to the overstatement of initial fee liability and understatement of
deferred policy acquisition cost amortization to the financial statements, as
which the date is April 23, 2013.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
BALANCE SHEETS
DECEMBER 31, 2012 AND 2011

2012 2011
-------- --------
(IN MILLIONS)

ASSETS:
Investments:
Fixed maturities available for sale, at fair value................................................ $ 2,026 $ 1,967
Mortgage loans on real estate..................................................................... 45 124
Policy loans...................................................................................... 137 134
Other invested assets............................................................................. 71 74
-------- --------
Total investments................................................................................ 2,279 2,299
Cash and cash equivalents........................................................................... 151 61
Amounts due from reinsurers......................................................................... 158 136
Deferred policy acquisition costs................................................................... 218 172
Value of business acquired.......................................................................... 103 97
Other assets........................................................................................ 39 39
Separate Accounts' assets........................................................................... 1,640 1,604
-------- --------

TOTAL ASSETS........................................................................................ $ 4,588 $ 4,408
======== ========

LIABILITIES
Policyholders' account balances..................................................................... $ 1,615 $ 1,608
Future policy benefits and other policyholders liabilities.......................................... 397 380
Other liabilities................................................................................... 52 12
Current and deferred income taxes................................................................... 143 129
Separate Accounts' liabilities...................................................................... 1,640 1,604
-------- --------
Total liabilities................................................................................ 3,847 3,733
-------- --------

Commitments and contingent liabilities (Notes 2, 5, 8, 9, and 12)

SHAREHOLDER'S EQUITY
Common Stock, $1.00 par value; 5.0 million shares authorized, 2.5 million issued and outstanding.. 2 2
Capital in excess of par value.................................................................... 516 515
Retained earnings................................................................................. 141 103
Accumulated other comprehensive income (loss)..................................................... 82 55
-------- --------
Total shareholder's equity....................................................................... 741 675
-------- --------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.......................................................... $ 4,588 $ 4,408
======== ========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

See Notes to Financial Statements.

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF EARNINGS (LOSS)
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

2012 2011 2010
------ ------ ------
(IN MILLIONS)

REVENUES
Universal life and investment-type product policy fee income......................... $ 117 $ 123 $ 122
Premiums............................................................................. 32 42 39
Net investment income (loss)......................................................... 110 116 119
Investment gains (losses), net:
Total other-than-temporary impairment losses....................................... (7) (2) (56)
Portion of loss recognized in other comprehensive income (loss).................... -- -- 2
------ ------ ------
Net impairment losses recognized.................................................. (7) (2) (54)
Other investment gains (losses), net............................................... 2 1 6
------ ------ ------
Total investment gains (losses), net.............................................. (5) (1) (48)
------ ------ ------
Other income (loss).................................................................. 7 4 8
Increase (decrease) in the fair value of the reinsurance contract asset.............. (2) 7 1
------ ------ ------
Total revenues.................................................................... 259 291 241
------ ------ ------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits.............................................................. 103 96 93
Interest credited to policyholders' account balances................................. 61 61 68
Compensation and benefits............................................................ 25 30 32
Commissions.......................................................................... 38 33 27
Interest expense..................................................................... -- -- 1
Amortization of deferred policy acquisition costs and value of business acquired..... (27) (12) 41
Capitalization of deferred policy acquisition costs.................................. (31) (25) (21)
Rent expense......................................................................... 2 3 3
Other operating costs and expenses................................................... 44 29 27
------ ------ ------
Total benefits and other deductions............................................... 215 215 271
------ ------ ------
Earnings (loss), before income taxes................................................. 44 76 (30)
Income tax (expense) benefit......................................................... (6) 1 11
------ ------ ------
Net Earnings (Loss).................................................................. $ 38 $ 77 $ (19)
====== ====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

See Notes to Financial Statements.

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

2012 2011 2010
----- ----- ------
(IN MILLIONS)

COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)........................................................... $ 38 $ 77 $ (19)
----- ----- ------

Other comprehensive income (loss), net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment... 27 10 56
----- ----- ------
Total other comprehensive income (loss), net of income taxes.............. 27 10 56
----- ----- ------

Comprehensive Income (Loss).................................................... $ 65 $ 87 $ 37
===== ===== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

See Notes to Financial Statements.

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

2012 2011 2010
------ ------ ------
(IN MILLIONS)

SHAREHOLDER'S EQUITY
Common stock, at par value, beginning and end of year............... $ 2 $ 2 $ 2
------ ------ ------

Capital in excess of par value, beginning of year................... 515 514 512
Changes in capital in excess of par value........................... 1 1 2
------ ------ ------
Capital in excess of par value, end of year......................... 516 515 514
------ ------ ------

Retained earnings, beginning of year................................ 103 26 68
Impact of implementing new accounting guidance, net of taxes........ -- -- (23)
------ ------ ------
Retained earnings, beginning of year, as adjusted................... 103 26 45
Net earnings (loss)................................................. 38 77 (19)
------ ------ ------
Retained earnings, end of year...................................... 141 103 26
------ ------ ------

Accumulated other comprehensive income (loss), beginning of year.... 55 45 (11)
Other comprehensive income (loss)................................... 27 10 56
------ ------ ------
Accumulated other comprehensive income (loss), end of year.......... 82 55 45
------ ------ ------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR............................... $ 741 $ 675 $ 587
====== ====== ======

See Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

2012 2011 2010
------ ----- ------
(IN MILLIONS)

Net earnings (loss).................................................................................. $ 38 $ 77 $ (19)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders' account balances................................................ 61 61 68
Universal life and investment-type product policy fee income........................................ (117) (123) (122)
Change in accrued investment income................................................................. 2 1 --
Investment (gains) losses, net...................................................................... 5 1 48
Change in deferred policy acquisition costs and value of business acquired.......................... (58) (37) 20
Change in the fair value of the reinsurance contract asset.......................................... 2 (7) (1)
Change in future policy benefits.................................................................... (5) 3 (4)
Change in other policyholders liabilities........................................................... 5 (3) 1
Change in current and deferred income taxes......................................................... (1) 15 (10)
Provision for depreciation and amortization......................................................... 5 3 5
Dividend from AllianceBernstein..................................................................... 3 4 5
Other, net.......................................................................................... 11 (18) (1)
------ ----- ------

Net cash provided by (used in) operating activities.................................................. (49) (23) (10)
------ ----- ------

Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans.................................... 139 156 101
Sales of investments................................................................................ 60 16 122
Purchases of investments............................................................................ (134) (190) (103)
Other, net.......................................................................................... (8) (5) (9)
------ ----- ------

Net cash provided by (used in) investing activities.................................................. 57 (23) 111
------ ----- ------

Cash flows from financing activities:
Policyholders' account balances:
Deposits.......................................................................................... 148 156 163
Withdrawals and transfers to Separate Accounts.................................................... (66) (141) (209)
Repayments of note to affiliate..................................................................... -- -- (20)
------ ----- ------

Net cash provided by (used in) financing activities.................................................. 82 15 (66)
------ ----- ------

Change in cash and cash equivalents.................................................................. 90 (31) 35
Cash and cash equivalents, beginning of year......................................................... 61 92 57
------ ----- ------

Cash and Cash Equivalents, End of Year............................................................... $ 151 $ 61 $ 92
====== ===== ======

Supplemental cash flow information:
Interest paid....................................................................................... $ -- $ -- $ 1
====== ===== ======

Schedule of non-cash financing activities:
Shared-based Programs............................................................................... $ 1 $ 1 $ 2
====== ===== ======

See Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS

1) ORGANIZATION

MONY Life Insurance Company of America ("MLOA") is an Arizona stock life
insurance company. MLOA's primary business is providing life insurance and
annuity products to both individuals and businesses. MLOA is a wholly-owned
subsidiary of MONY Life Insurance Company ("MONY Life"). MONY Life is a
wholly owned subsidiary of AXA Equitable Financial Services, LLC, which is a
downstream holding company of AXA Financial, Inc. ("AXA Financial" and
together with its consolidated subsidiaries "AXA Financial Group"). AXA
Financial is an indirect wholly owned subsidiary of AXA, a French holding
company for an international group of insurance and related financial
services companies.

2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The preparation of the accompanying financial statements in conformity with
accounting principles generally accepted in the United States of America
("U.S. GAAP") requires management to make estimates and assumptions
(including normal, recurring accruals) that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from these estimates. The accompanying financial statements reflect
all adjustments necessary in the opinion of management for a fair
presentation of the financial position of MLOA and its results of operations
and cash flows for the periods presented.

The years "2012", "2011" and "2010" refer to the years ended December 31,
2012, 2011 and 2010, respectively. Certain reclassifications have been made
in the amounts presented for prior periods to conform those periods to the
current presentation.

Revision of Prior Period Financial Statements

During the year ended 2012, MLOA's management identified a pre-tax $31
million ($20 million post-tax) overpayment related to its intercompany
commission expenses with AXA Network resulting in an overstatement of
commissions and other operating costs and expenses and a net $6 million
pre-tax ($4 million post-tax) of overstatement of initial fee liability and
understatement of deferred policy acquisition costs ("DAC") amortization for
the years 2011 and 2010. MLOA's management does not believe these
overpayments and the impact of revisions to initial fee liability and
amortization of DAC to be material to MLOA's results of operations,
financial position, or cash flows for any of MLOA's previously filed annual
financial statements. As the correction due to the overpayment would be
material to the results of operations and cash flows for 2012, MLOA's
Statements of Earnings and Statements of Cash Flows for the years ended 2011
and 2010 and Balance sheet as of December 31, 2011, included herein have
been revised.

The following table presents the effects of the revision to MLOA's
previously reported balance sheets:

AS PREVIOUSLY
REPORTED ADJUSTMENT AS ADJUSTED
------------- ----------- -----------
(IN MILLIONS)

DECEMBER 31, 2011:
ASSETS:
Deferred policy acquisition costs.... $ 228 $ (4) $ 224
LIABILITIES:
Future policy benefits and other
policyholders liabilities.......... 390 (10) 380
Other liabilities.................... 43 (31) 12
Current and deferred income taxes.... 134 13 147
EQUITY:
Retained earnings.................... 113 24 137
Total shareholder's equity........... 685 24 709

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table presents the effects of the revision to MLOA's
previously reported statements of earnings (loss):

AS PREVIOUSLY
REPORTED ADJUSTMENT AS ADJUSTED
------------- ---------- -----------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2011:
REVENUES:
Universal life and investment-type product policy fee income.... $ 117 $ 6 $ 123
Benefits and Other Deductions:
Commissions..................................................... 45 (12) 33
Amortization of deferred policy acquisition costs and value of
business acquired............................................. (14) 2 (12)
Other operating costs and expenses.............................. 35 (6) 29
Earnings (loss), before income taxes.............................. 64 22 86
Income tax (expense) benefit...................................... 5 (7) (2)
Net earnings (loss)............................................... 69 15 84

YEAR ENDED DECEMBER 31, 2010:
Revenues:
Universal life and investment-type product policy fee income.... $ 118 $ 4 $ 122
Benefits and Other Deductions:
Commissions..................................................... 35 (8) 27
Amortization of deferred policy acquisition costs and value of
business acquired............................................. 41 2 43
Other operating costs and expenses.............................. 30 (3) 27
Earnings (loss), before income taxes.............................. (37) 13 (24)
Income tax (expense) benefit...................................... 14 (5) 9
Net earnings (loss)............................................... (23) 8 (15)

The following table presents the effects of the revision to MLOA's
previously reported statements of cash flows:

AS PREVIOUSLY
REPORTED ADJUSTMENT AS ADJUSTED
------------- ------------- ------------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2011:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings................................... $ 69 $ 15 $ 84
Universal life and investment-type product
policy fee income............................ (117) (6) (123)
Change in deferred policy acquisition costs
and value of business acquired............... (49) 2 (47)
Change in current and deferred income taxes.... 11 7 18
Other, net..................................... -- (18) (18)

YEAR ENDED DECEMBER 31, 2010:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings................................... $ (23) $ 8 $ (15)
Universal life and investment-type product
policy fee income............................ (118) (4) (122)
Change in deferred policy acquisition costs
and value of business acquired............... 12 2 14
Change in current and deferred income taxes.... (13) 5 (8)
Other, net..................................... 10 (11) (1)

Retrospective Adoption of Accounting Pronouncements

In October 2010, the Financial Accounting Standards Board ("FASB") issued
authoritative guidance to address diversity in practice regarding the
interpretation of which costs relating to the acquisition of new or renewal
insurance contracts qualify for deferral. Under the amended guidance, an
entity may defer incremental direct costs of contract acquisition with
independent third parties or employees that are essential

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

to the contract transaction, as well as the portion of employee
compensation, including payroll fringe benefits and other costs directly
related to underwriting, policy issuance and processing, medical inspection,
and contract selling for successfully negotiated contracts. This amended
guidance was effective for fiscal years, and interim periods within those
years, beginning after December 15, 2011 and permits, but does not require,
retrospective application. MLOA adopted this guidance effective January 1,
2012, and applied the retrospective method of adoption.

The following table presents the effects of the retrospective application of
the adoption of such new accounting guidance to MLOA's previously reported
balance sheets:

AS PREVIOUSLY REPORTED
AND ADJUSTED HEREIN ADJUSTMENT AS ADJUSTED
---------------------- ---------- -----------
(IN MILLIONS)

DECEMBER 31, 2011:
ASSETS:
Deferred policy acquisition costs.... $ 224 $ (52) $ 172
LIABILITIES:
Current and deferred income taxes.... 147 (18) 129
EQUITY:
Retained earnings.................... 137 (34) 103
Total shareholder's equity........... 709 (34) 675

The following table presents the effects of the retrospective application of
the adoption of such new accounting guidance to MLOA's previously reported
statements of earnings (loss):

AS PREVIOUSLY REPORTED
AND ADJUSTED HEREIN ADJUSTMENT AS ADJUSTED
---------------------- ---------- -----------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2011:
Benefits and Other Deductions:
Amortization of deferred policy acquisition costs and value of
business acquired............................................. $ (12) $ -- $ (12)
Capitalization of deferred policy acquisition costs............. (35) 10 (25)
Earnings (loss), before income taxes.............................. 86 (10) 76
Income tax (expense) benefit...................................... (2) 3 1
Net earnings (loss)............................................... 84 (7) 77

YEAR ENDED DECEMBER 31, 2010:
Benefits and Other Deductions:
Amortization of deferred policy acquisition costs and value of
business acquired............................................. $ 43 $ (2) $ 41
Capitalization of deferred policy acquisition costs............. (29) 8 (21)
Earnings (loss), before income taxes.............................. (24) (6) (30)
Income tax (expense) benefit...................................... 9 2 11
Net earnings (loss)............................................... (15) (4) (19)

The following table presents the effects of the retrospective application of
the adoption of such new accounting guidance to MLOA's previously reported
statements of cash flows:

AS PREVIOUSLY REPORTED
AND ADJUSTED HEREIN ADJUSTMENT AS ADJUSTED
---------------------- ---------- -----------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2011:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings.............................................. $ 84 $ (7) $ 77
Change in deferred policy acquisition costs and value of
business acquired....................................... (47) 10 (37)
Change in current and deferred income taxes............... 18 (3) 15

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

AS PREVIOUSLY REPORTED
AND ADJUSTED HEREIN ADJUSTMENT AS ADJUSTED
---------------------- ---------- -----------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2010:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings.............................................. $ (15) $ (4) $ (19)
Change in deferred policy acquisition costs and value of
business acquired....................................... 14 6 20
Change in current and deferred income taxes............... (8) (2) (10)

Adoption of New Accounting Pronouncements

In September 2011, the FASB issued new guidance on testing goodwill for
impairment. The guidance is intended to reduce the cost and complexity of
the annual goodwill impairment test by providing entities with the option of
performing a "qualitative" assessment to determine whether further
impairment testing is necessary. The guidance was effective for annual and
interim goodwill impairment tests performed for fiscal years beginning after
December 15, 2011, with early adoption permitted for certain companies.
Implementation of this guidance did not have a material impact on MLOA's
financial statements.

In June 2011, the FASB issued new guidance to amend the existing
alternatives for presenting Other comprehensive income (loss) ("OCI") and
its components in financial statements. The amendments eliminate the current
option to report OCI and its components in the statement of changes in
equity. An entity can elect to present items of net earnings (loss) and OCI
in one continuous statement or in two separate, but consecutive statements.
This guidance will not change the items that constitute net earnings (loss)
and OCI, when an item of OCI must be reclassified to net earnings (loss).
The new guidance also called for reclassification adjustments from OCI to be
measured and presented by income statement line item in net earnings (loss)
and in OCI. This guidance was effective for interim and annual periods
beginning after December 15, 2011. Consistent with this guidance, MLOA
currently presents items of net earnings (loss) and OCI in two consecutive
statements. In December 2011, the FASB issued new guidance to defer the
portion of the guidance to present components of OCI on the face of the
statement of earnings (loss).

In May 2011, the FASB amended its guidance on fair value measurements and
disclosure requirements to enhance comparability between U.S. GAAP and
International Financial Reporting Standards ("IFRS"). The changes to the
existing guidance include how and when the valuation premise of highest and
best use applies, the application of premiums and discounts, as well as new
required disclosures. This guidance was effective for reporting periods
beginning after December 15, 2011, with early adoption prohibited.
Implementation of this guidance did not have a material impact on MLOA's
financial statements.

In April 2011, the FASB issued new guidance for a creditor's determination
of whether a restructuring is a troubled debt restructuring ("TDR"). The new
guidance provided additional guidance to creditors for evaluating whether a
modification or restructuring of a receivable is a TDR. The new guidance
required creditors to evaluate modifications and restructurings of
receivables using a more principles-based approach, which may result in more
modifications and restructurings being considered TDR. The financial
reporting implications of being classified as a TDR are that the creditor is
required to:

. Consider the receivable impaired when calculating the allowance for
credit losses; and

. Provide additional disclosures about its troubled debt restructuring
activities in accordance with the requirements of recently issued
guidance on disclosures about the credit quality of financing
receivables and the allowance for credit losses.

The new guidance was effective for the first interim or annual period
beginning on or after June 15, 2011. Implementation of this guidance did not
have a material impact on MLOA's financial statements.

In July 2010, the FASB issued new and enhanced disclosure requirements about
the credit quality of financing receivables and the allowance for credit
losses with the objective of providing greater transparency of credit risk
exposures from lending arrangements in the form of loans and receivables and
of accounting policies and methodology used to estimate the allowance for
credit losses. These disclosure requirements include both qualitative
information about credit risk assessment and monitoring and quantitative
information about credit quality during and at the end of the reporting
period, including current credit indicators, agings of past-due amounts, and
carrying amounts of modified, impaired, and non-accrual loans. Several new
terms critical to the application of these disclosures, such as "portfolio
segments" and "classes", were defined by the FASB to provide guidance with
respect to the appropriate level of disaggregation for the purpose of
reporting this information. Except for disclosures of reporting period
activity, or, more specifically, the credit loss allowance rollforward
and the disclosures about troubled debt restructurings, all other
disclosures required by this standard are to be presented for the annual
period

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

ending after December 15, 2010. Disclosures of reporting period activity or,
more specifically, the credit loss allowance rollforward, which are
effective in the first interim reporting period beginning after December 15,
2010, have been adopted. Comparative disclosures are not required for
earlier periods presented for comparative purposes at initial
adoption. Implementation of the effective guidance did not have a material
impact on MLOA's financial statements.

In January 2010, the FASB issued new guidance for improving disclosures
about fair value measurements. This guidance requires a reporting entity to
disclose separately the amounts of significant transfers in and out of Level
1 and Level 2 fair value measurements and to describe the reasons for the
transfers. In addition, for Level 3 fair value measurements, a reporting
entity should present separately information about purchases, sales,
issuances and settlements. This guidance was effective for interim and
annual reporting periods ending on or after December 15, 2009 except for
disclosures for Level 3 fair value measurements which was effective for the
first quarter of 2011. These new disclosures have been included in the Notes
to MLOA's financial statements, as appropriate.

Future Adoption of New Accounting Pronouncements

In February 2013, the FASB issued new guidance to improve the reporting of
reclassifications out of accumulated other comprehensive income (loss)
("AOCI"). The amendments in this guidance require an entity to report the
effect of significant reclassifications out of AOCI on the respective line
items in the statement of earnings (loss) if the amount being reclassified
is required to be reclassified in its entirety to net earnings (loss). For
other amounts that are not required to be reclassified in their entirety to
net earnings in the same reporting period, an entity is required to
cross-reference other disclosures that provide additional detail about those
amounts. The guidance requires disclosure of reclassification information
either in the notes or the face of the financial statements provided the
information is presented in one location. This guidance is effective for
interim and annual periods beginning after December 31, 2012. Management
does not expect that implementation of this guidance will have a material
impact on MLOA's financial statements.

In December 2011, the FASB issued new and enhanced disclosures about
offsetting (netting) of financial instruments and derivatives, including
repurchase/reverse repurchase agreements and securities lending/borrowing
arrangements, to converge with those required by IFRS. The disclosures
require presentation in tabular format of gross and net information about
assets and liabilities that either are offset (presented net) on the balance
sheet or are subject to master netting agreements or similar arrangements
providing rights of setoff, such as global master repurchase, securities
lending, and derivative clearing agreements, irrespective of whether the
assets and liabilities are offset. Financial instruments subject only to
collateral agreements are excluded from the scope of these requirements,
however, the tabular disclosures are required to include the fair values of
financial collateral, including cash, related to master netting agreements
or similar arrangements. In January 2013, the FASB issued new guidance
limiting the scope of the new balance sheet offsetting disclosures to
derivatives, repurchase agreements, and securities lending transactions to
the extent that they are (1) offset in the financial statements or
(2) subject to an enforceable master netting arrangement or similar
agreement. This guidance is effective for interim and annual periods
beginning after January 1, 2013 and is to be applied retrospectively to all
comparative prior periods presented. Management does not expect that
implementation of this guidance will have a material impact on MLOA's
financial statements.

Investments

The carrying values of fixed maturities classified as available-for-sale
("AFS") are reported at fair value. Changes in fair value are reported in
comprehensive income. The amortized cost of fixed maturities is adjusted for
impairments in value deemed to be other than temporary which are recognized
in Investment gains (losses), net. The redeemable preferred stock
investments that are reported in fixed maturities include real estate
investment trusts ("REIT"), perpetual preferred stock and redeemable
preferred stock. These securities may not have a stated maturity, may not be
cumulative and do not provide for mandatory redemption by the issuer.

MLOA determines the fair values of fixed maturities and equity securities
based upon quoted prices in active markets, when available, or through the
use of alternative approaches when market quotes are not readily accessible
or available. These alternative approaches include matrix or model pricing
and use of independent pricing services, each supported by reference to
principal market trades or other observable market assumptions for similar
securities. More specifically, the matrix pricing approach to fair value is
a discounted cash flow methodology that incorporates market interest rates
commensurate with the credit quality and duration of the investment.

MLOA's management, with the assistance of its investment advisors, monitors
the investment performance of its portfolio and reviews AFS securities with
unrealized losses for other-than-temporary impairments ("OTTI"). Integral to
this review is an assessment made each quarter, on a security-by-security
basis, by the Investments Under Surveillance ("IUS") Committee, of various
indicators of credit deterioration to determine whether the investment
security is expected to recover. This assessment includes, but is not
limited to, consideration of the duration and severity of the unrealized
loss, failure, if any, of the issuer of the security to make scheduled
payments, actions taken by rating agencies, adverse conditions specifically
related to the security or sector, the financial strength, liquidity, and
continued viability of the issuer and, for equity securities only, the
intent and ability to hold the investment until recovery, and results in
identification of specific securities for which OTTI is recognized.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

the shortfall of the present value of the cash flows expected to be
collected as compared to the amortized cost basis of the security. The
present value is calculated by discounting management's best estimate of
projected future cash flows at the effective interest rate implicit in the
debt security prior to impairment. Projections of future cash flows are
based on assumptions regarding probability of default and estimates
regarding the amount and timing of recoveries. These assumptions and
estimates require use of management judgment and consider internal credit
analyses as well as market observable data relevant to the collectability of
the security. For mortgage- and asset-backed securities, projected future
cash flows also include assumptions regarding prepayments and underlying
collateral value.

Real estate held for the production of income, including real estate
acquired in satisfaction of debt, is stated at depreciated cost less
valuation allowances. At the date of foreclosure (including in-substance
foreclosure), real estate acquired in satisfaction of debt is valued at
estimated fair value. Impaired real estate is written down to fair value
with the impairment loss being included in Investment gains (losses), net.

Depreciation of real estate held for production of income is computed using
the straight-line method over the estimated useful lives of the properties,
which generally range from 40 to 50 years.

Policy loans are stated at unpaid principal balances.

Partnerships and joint venture interests that MLOA has control of and has a
majority economic interest in (that is, greater than 50% of the economic
return generated by the entity) or those that meet the requirements for
consolidation under accounting guidance for consolidation of variable
interest entities ("VIE") are consolidated. Those that MLOA does not have
control of and does not have a majority economic interest in and those that
do not meet the VIE requirements for consolidation are reported on the
equity basis of accounting and are reported in Other assets. MLOA records
its interest in certain of these partnerships on a one quarter lag basis.

Equity securities, which include common stock and non-redeemable preferred
stock classified as AFS securities, are carried at fair value and are
included in Other invested assets with changes in fair value reported in OCI.

Units in AllianceBernstein L.P. ("AllianceBernstein"), a subsidiary of AXA
Financial, are carried on the equity method and reported in Other invested
assets.

Short-term investments are reported at amortized cost that approximates fair
value and are included in Other invested assets.

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less. Due to the short-term nature of these investments, the
recorded value is deemed to approximate fair value.

All securities owned, including United States government and agency
securities and mortgage-backed securities, are reported in the financial
statements on a trade date basis.

Valuation Allowances for Mortgage Loans:

For commercial and agricultural loans, an allowance for credit loss is
typically recommended when management believes it is probable that principal
and interest will not be collected according to the contractual terms.
Factors that influence management's judgment in determining allowance for
credit losses include the following:

. Loan-to-value ratio -- Derived from current loan balance divided by
the fair market value of the property. An allowance for credit loss is
typically recommended when the loan-to-value ratio is in excess of
100%. In the case where the loan-to-value is in excess of 100%, the
allowance for credit loss is derived by taking the difference between
the fair market value (less cost of sale) and the current loan balance.

. Debt service coverage ratio -- Derived from actual net operating
income divided by annual debt service. If the ratio is below 1.0x,
then the income from the property does not support the debt.

. Occupancy -- Criteria varies by property type but low or below market
occupancy is an indicator of sub-par property performance.

. Lease expirations -- The percentage of leases expiring in the upcoming
12 to 36 months are monitored as a decline in rent and/or occupancy
may negatively impact the debt service coverage ratio. In the case of
single-tenant properties or properties with large tenant exposure, the
lease expiration is a material risk factor.

. Maturity -- Loans that are not fully amortizing and have upcoming
maturities within the next 12 to 24 months are monitored in
conjunction with the capital markets to determine the borrower's
ability to refinance the debt and/or pay off the balloon balance.

. Borrower/tenant related issues -- Financial concerns, potential
bankruptcy, or words or actions that indicate imminent default or
abandonment of property.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

. Payment status -- current vs. delinquent -- A history of delinquent
payments may be a cause for concern.

. Property condition -- Significant deferred maintenance observed during
Lender's annual site inspections.

. Other - Any other factors such as current economic conditions may call
into question the performance of the loan.

Mortgage loans on real estate are stated at unpaid principal balances, net
of unamortized discounts and valuation allowances. Valuation allowances are
based on the present value of expected future cash flows discounted at the
loan's original effective interest rate or on its collateral value if the
loan is collateral dependent. However, if foreclosure is or becomes
probable, the collateral value measurement method is used.

Mortgage loans also are individually evaluated quarterly by the IUS
Committee for impairment, including an assessment of related collateral
value. Commercial mortgages 60 days or more past due and agricultural
mortgages 90 days or more past due, as well as all mortgages in the process
of foreclosure, are identified as problem mortgages. Based on its monthly
monitoring of mortgages, a class of potential problem mortgages are also
identified, consisting of mortgage loans not currently classified as
problems but for which management has doubts as to the ability of the
borrower to comply with the present loan payment terms and which may result
in the loan becoming a problem or being restructured. The decision whether
to classify a performing mortgage loan as a potential problem involves
significant subjective judgments by management as to likely future industry
conditions and developments with respect to the borrower or the individual
mortgaged property.

For problem mortgage loans a valuation allowance is established to provide
for the risk of credit losses inherent in the lending process. The allowance
includes loan specific reserves for loans determined to be non-performing as
a result of the loan review process. A non-performing loan is defined as a
loan for which it is probable that amounts due according to the contractual
terms of the loan agreement will not be collected. The loan specific portion
of the loss allowance is based on AXA Financial Group's assessment as to
ultimate collectability of loan principal and interest. Valuation allowances
for a non-performing loan are recorded based on the present value of
expected future cash flows discounted at the loan's effective interest rate
or based on the fair value of the collateral if the loan is collateral
dependent. The valuation allowance for mortgage loans can increase or
decrease from period to period based on such factors.

Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected future
cash flows related to the loan equals or exceeds the recorded investment.
Interest income earned on loans where the collateral value is used to
measure impairment is recorded on a cash basis. Interest income on loans
where the present value method is used to measure impairment is accrued on
the net carrying value amount of the loan at the interest rate used to
discount the cash flows. Changes in the present value attributable to
changes in the amount or timing of expected cash flows are reported as
investment gains or losses.

Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans, interest
income is recognized under the cash basis of accounting and the resumption
of the interest accrual would commence only after all past due interest has
been collected or the mortgage loan on real estate has been restructured to
where the collection of interest is considered likely. At December 31, 2012
and 2011, the carrying values of commercial and agricultural mortgage loans
on real estate that had been classified as nonaccrual loans were $6 million
and $7 million for commercial and $0 million and $0 million for
agricultural, respectively.

Troubled Debt Restructuring

When a loan modification is determined to be a troubled debt restructuring,
the impairment of the loan is re-measured by discounting the expected cash
flows to be received based on the modified terms using the loan's original
effective yield, and the allowance for loss is adjusted accordingly.
Subsequent to the modification, income is recognized prospectively based on
the modified terms of the loans. Additionally, the loan continues to be
subject to the credit review process noted above.

Derivatives

MLOA uses equity options to hedge its exposure to equity linked and
commodity indexed crediting rates on certain universal variable life
products.

Net Investment Income (Loss), Investment Gains (Losses), Net and Unrealized
Investment Gains (Losses)

Realized investment gains (losses) are determined by identification with the
specific asset and are presented as a component of revenue. Changes in the
valuation allowances are included in Investment gains (losses), net.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Unrealized investment gains (losses) on fixed maturities and equity
securities designated as AFS held by MLOA are accounted for as a separate
component of AOCI, net of related deferred income taxes and amounts
attributable to DAC and value of business acquired ("VOBA") related to
variable life and investment-type products.

Changes in unrealized gains (losses) reflect changes in fair value of only
those fixed maturities classified as AFS and do not reflect any changes in
fair value of policyholders' account balances and future policy benefits.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The
accounting guidance established a fair value hierarchy that requires an
entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value, and identifies three levels
of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are
supported by market transactions that occur with sufficient frequency and volume to provide pricing
information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in
markets that are not active, and inputs to model-derived valuations that are directly observable or can be
corroborated by observable market data.

Level 3 Unobservable inputs supported by little or no market activity and often requiring significant management
judgment or estimation, such as an entity's own assumptions about the cash flows or other significant
components of value that market participants would use in pricing the asset or liability.

MLOA defines fair value as the unadjusted quoted market prices for those
instruments that are actively traded in financial markets. In cases where
quoted market prices are not available, fair values are measured using
present value or other valuation techniques. The fair value determinations
are made at a specific point in time, based on available market information
and judgments about the financial instrument, including estimates of the
timing and amount of expected future cash flows and the credit standing of
counterparties. Such adjustments do not reflect any premium or discount that
could result from offering for sale at one time MLOA's entire holdings of a
particular financial instrument, nor do they consider the tax impact of the
realization of unrealized gains or losses. In many cases, the fair value
cannot be substantiated by direct comparison to independent markets, nor can
the disclosed value be realized in immediate settlement of the instrument.

Management is responsible for the determination of the value of investments
carried at fair value and the supporting methodologies and assumptions.
Under the terms of various service agreements, MLOA often utilizes
independent valuation service providers to gather, analyze, and interpret
market information and derive fair values based upon relevant methodologies
and assumptions for individual securities. These independent valuation
service providers typically obtain data about market transactions and other
key valuation model inputs from multiple sources and, through the use of
widely accepted valuation models, provide a single fair value measurement
for individual securities for which a fair value has been requested. As
further described below with respect to specific asset classes, these inputs
include, but are not limited to, market prices for recent trades and
transactions in comparable securities, benchmark yields, interest rate yield
curves, credit spreads, quoted prices for similar securities, and other
market-observable information, as applicable. Specific attributes of the
security being valued also are considered, including its term, interest
rate, credit rating, industry sector, and when applicable, collateral
quality and other security- or issuer-specific information. When
insufficient market observable information is available upon which to
measure fair value, MLOA either will request brokers knowledgeable about
these securities to provide a non-binding quote or will employ widely
accepted internal valuation models. Fair values received from independent
valuation service providers and brokers and those internally modeled or
otherwise estimated are assessed for reasonableness.

At December 31, 2012 and 2011, respectively, the fair value of public fixed
maturities is approximately $1,557 million and $1,528 million or
approximately 40.9% and 42.1% of MLOA's total assets measured at fair value
on a recurring basis (excluding guaranteed minimum income benefits ("GMIB")
reinsurance contracts measured at fair value on a recurring basis). The fair
values of MLOA's public fixed maturity securities are generally based on
prices obtained from independent valuation service providers and for which
MLOA maintains a vendor hierarchy by asset type based on historical pricing
experience and vendor expertise. Although each security generally is priced
by multiple independent valuation service providers, MLOA ultimately uses
the price received from the independent valuation service provider highest
in the vendor hierarchy based on the respective asset type, with limited
exception. To validate reasonableness, prices also are internally reviewed
by those with relevant expertise through comparison with directly observed
recent market trades. Consistent with the fair value hierarchy, public fixed
maturity securities validated in this manner generally are reflected within
Level 2, as they are primarily based on observable pricing for similar
assets and/or other market observable inputs. If the pricing information
received from independent valuation

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

service providers is not reflective of market activity or other inputs
observable in the market, MLOA may challenge the price through a formal
process in accordance with the terms of the respective independent valuation
service provider agreement. If as a result it is determined that the
independent valuation service provider is able to reprice the security in a
manner agreed as more consistent with current market observations, the
security remains within Level 2. Alternatively, a Level 3 classification may
result if the pricing information then is sourced from another vendor,
non-binding broker quotes, or internally-developed valuations for which
MLOA's own assumptions about market-participant inputs would be used in
pricing the security.

At December 31, 2012 and 2011, respectively, the fair value of private fixed
maturities is approximately $469 million and $439 million or approximately
12.3% and 12.1% of MLOA's total assets measured at fair value on a recurring
basis. The fair values of MLOA's private fixed maturities, which primarily
are comprised of investments in private placement securities generally are
determined using a discounted cash flow model. In certain cases, these
models use observable inputs with a discount rate based upon the average of
spread surveys collected from private market intermediaries who are active
in both primary and secondary transactions, taking into account, among other
factors, the credit quality and industry sector of the issuer and the
reduced liquidity associated with private placements. Generally, these
securities have been reflected within Level 2. For certain private fixed
maturities, the discounted cash flow model may also incorporate unobservable
inputs, which reflect MLOA's own assumptions about the inputs market
participants would use in pricing the asset. To the extent management
determines that such unobservable inputs are significant to the fair value
measurement of a security, a Level 3 classification generally is made.

At December 31, 2012 and 2011, respectively, investments classified as Level
1 comprise approximately 47.4% and 45.9% of assets measured at fair value on
a recurring basis and primarily include redeemable preferred stock, cash
equivalents and Separate Accounts assets. Fair value measurements classified
as Level 1 include exchange-traded prices of fixed maturities, equity
securities and net asset values for transacting subscriptions and
redemptions of mutual fund shares held by Separate Accounts. Cash
equivalents classified as Level 1 include money market accounts, overnight
commercial paper and highly liquid debt instruments purchased with an
original maturity of three months or less, and are carried at cost as a
proxy for fair value measurement due to their short-term nature.

At December 31, 2012 and 2011, respectively, investments classified as Level
2 comprise approximately 50.6% and 52.2% of assets measured at fair value on
a recurring basis and primarily include U.S. government and agency
securities and certain corporate debt securities, such as public and private
fixed maturities. As market quotes generally are not readily available or
accessible for these securities, their fair value measures are determined
utilizing relevant information generated by market transactions involving
comparable securities and often are based on model pricing techniques that
effectively discount prospective cash flows to present value using
appropriate sector-adjusted credit spreads commensurate with the security's
duration, also taking into consideration issuer-specific credit quality and
liquidity.

Observable inputs generally used to measure the fair value of securities
classified as Level 2 include benchmark yields, reported secondary trades,
issuer spreads, benchmark securities and other reference data. Additional
observable inputs are used when available, and as may be appropriate, for
certain security types, such as prepayment, default, and collateral
information for the purpose of measuring the fair value of mortgage- and
asset-backed securities. At December 31, 2012 and 2011, respectively,
approximately $20 million and $28 million of AAA-rated mortgage- and
asset-backed securities are classified as Level 2 for which the
observability of market inputs to their pricing models is supported by
sufficient, albeit more recently contracted, market activity in these
sectors.

At December 31, 2012 and 2011, respectively, investments classified as Level
3 comprise approximately 2.0% and 1.9% of assets measured at fair value on a
recurring basis and primarily include corporate debt securities.
Determinations to classify fair value measures within Level 3 of the
valuation hierarchy generally are based upon the significance of the
unobservable factors to the overall fair value measurement. Included in the
Level 3 classification at December 31, 2012 and 2011, respectively, were
approximately $0 million and $0 million of fixed maturities with indicative
pricing obtained from brokers that otherwise could not be corroborated to
market observable data. MLOA applies various due-diligence procedures, as
considered appropriate, to validate these non-binding broker quotes for
reasonableness, based on its understanding of the markets, including use of
internally-developed assumptions about inputs a market participant would use
to price the security. In addition, approximately $41 million and $35
million of mortgage- and asset-backed securities, including commercial
mortgage-backed securities ("CMBS"), are classified as Level 3 at
December 31, 2012 and 2011, respectively. At December 31, 2012, MLOA
continued to apply a risk-adjusted present value technique to estimate the
fair value of CMBS securities below the senior AAA tranche due to ongoing
insufficient frequency and volume of observable trading activity in these
securities. In applying this valuation methodology, MLOA adjusted
the projected cash flows of these securities for origination year, default
metrics, and level of subordination, with the objective of maximizing
observable inputs, and weighted the result with a 10% attribution to
pricing sourced from a third party service whose process placed significant
reliance on market trading activity.

Level 3 also includes the GMIB reinsurance contract asset which is accounted
for as derivative contracts. The GMIB reinsurance contract asset's fair
value reflects the present value of reinsurance premiums and recoveries and
risk margins over a range of market consistent economic scenarios. The
valuation of the GMIB reinsurance contract asset incorporates significant
non-observable assumptions related to

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

policyholder behavior, risk margins and projections of equity Separate
Account funds consistent with the S&P 500 Index. The credit risks of the
counterparty and of MLOA are considered in determining the fair values of
its GMIB reinsurance contract asset, after taking into account the effects
of collateral arrangements. Incremental adjustment to the swap curve,
adjusted for non-performance risk, is made to the resulting fair values of
the GMIB reinsurance contract asset to reflect change in the claims-paying
ratings of counterparties to the reinsurance treaties. After giving
consideration to collateral arrangements, MLOA made no adjustment to reduce
the fair value of its GMIB asset at December 31, 2012 and 2011 to recognize
incremental counterparty non-performance risk.

Fair values for commercial mortgage loans on real estate are measured by
discounting future contractual cash flows to be received on the mortgage
loan using interest rates at which loans with similar characteristics and
credit quality would be made. The discount rate is derived from taking the
appropriate U.S. Treasury rate with a like term to the remaining term of the
loan and adding a spread reflective of the risk premium associated with the
specific loan. Fair values for mortgage loans anticipated to be foreclosed
and problem mortgage loans are limited to the fair value of the underlying
collateral, if lower.

The fair values for MLOA's supplementary contracts not involving life
contingencies ("SCNILC"), single premium deferred annuities and certain
annuities, which are included in Policyholder's account balances, are
estimated using projected cash flows discounted at rates reflecting current
market rates. Significant unobservable inputs reflected in the cash flows
include lapse rates and withdrawal rates.

Recognition of Insurance Income and Related Expenses

Premiums from variable life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of fees assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges. Policy benefits and claims that are charged to expense include
benefit claims incurred in the period in excess of related policyholders'
account balances.

Premiums from non-participating traditional life and annuity policies with
life contingencies generally are recognized in income when due. Benefits and
expenses are matched with such income so as to result in the recognition of
profits over the life of the contracts. This match is accomplished by means
of the provision for liabilities for future policy benefits and the deferral
and subsequent amortization of policy acquisition costs.

For contracts with a single premium or a limited number of premium payments
due over a significantly shorter period than the total period over which
benefits are provided, premiums are recorded as revenue when due with any
excess profit deferred and recognized in income in a constant relationship
to insurance in-force or, for annuities, the amount of expected future
benefit payments.

DAC and VOBA

DAC. Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, reflecting incremental
direct costs of contract acquisition with independent third parties or
employees that are essential to the contract transaction, as well as the
portion of employee compensation, including payroll fringe benefits and
other costs directly related to underwriting, policy issuance and
processing, medical inspection, and contract selling for successfully
negotiated contracts including commissions, underwriting, agency and policy
issue expenses, are deferred. DAC is subject to recoverability testing at
the time of policy issue and loss recognition testing at the end of each
accounting period.

After the initial establishment of reserves, premium deficiency and loss
recognition tests are performed each period end using best estimate
assumptions as of the testing date without provisions for adverse deviation.
When the liabilities for future policy benefits plus the present value of
expected future gross premiums for the aggregate product group are
insufficient to provide for expected future policy benefits and expenses for
that line of business (i.e., reserves net of any DAC asset), DAC would first
be written off and thereafter, if required, a premium deficiency reserve
would be established by a charge to earnings.

VOBA. VOBA, which arose from MLOA's 2004 acquisition by AXA Financial, was
established in accordance with purchase accounting guidance for business
combinations. VOBA is the actuarially determined present value of estimated
future gross profits from insurance contracts in force at the date of the
acquisition. VOBA is amortized over the expected life of the contracts (up
to 50 years from the date of issue) according to the type of contract using
the methods described below as applicable. VOBA is subject to loss
recognition testing at the end of each accounting period.

AMORTIZATION POLICY. For universal life ("UL") products and investment-type
products, DAC and VOBA are amortized over the expected total life of the
contract group as a constant percentage of estimated gross profits arising
principally from investment results, Separate Account

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

fees, mortality and expense margins and surrender charges based on
historical and anticipated future experience, updated at the end of each
accounting period. When estimated gross profits are expected to be negative
for multiple years of a contract life, DAC and VOBA are amortized using the
present value of estimated assessments. The effect on the amortization of
DAC and VOBA of revisions to estimated gross profits or assessments is
reflected in earnings in the period such estimated gross profits or
assessments are revised. A decrease in expected gross profits or assessments
would accelerate DAC and VOBA amortization. Conversely, an increase in
expected gross profits or assessments would slow DAC and VOBA amortization.
The effect on the DAC and VOBA assets that would result from realization of
unrealized gains (losses) is recognized with an offset to AOCI in
shareholders' equity as of the balance sheet date.

A significant assumption in the amortization of DAC and VOBA on variable
annuities and, to a lesser extent, on variable and interest-sensitive life
insurance relates to projected future Separate Account performance.
Management sets estimated future gross profit or assessment assumptions
related to Separate Account performance using a long-term view of expected
average market returns by applying a reversion to the mean approach, a
commonly used industry practice. This future return approach influences the
projection of fees earned, as well as other sources of estimated gross
profits. Returns that are higher than expectations for a given period
produce higher than expected account balances, increase the fees earned
resulting in higher expected future gross profits and lower DAC and VOBA
amortization for the period. The opposite occurs when returns are lower than
expected.

In applying this approach to develop estimates of future returns, it is
assumed that the market will return to an average gross long-term return
estimate, developed with reference to historical long-term equity market
performance. Currently, the average gross long-term return estimate is
measured from December 31, 2008. Management has set limitations as to
maximum and minimum future rate of return assumptions, as well as a
limitation on the duration of use of these maximum or minimum rates of
return. At December 31, 2012, the average gross short-term and long-term
annual return estimate on variable and interest-sensitive life insurance and
variable annuities was 9.0% (7.37% net of product weighted average Separate
Account fees), and the gross maximum and minimum short-term annual rate of
return limitations were 15.0% (13.37% net of product weighted average
Separate Account fees) and 0.0% (-1.63% net of product weighted average
Separate Account fees), respectively. The maximum duration over which these
rate limitations may be applied is 5 years. This approach will continue to
be applied in future periods. These assumptions of long-term growth are
subject to assessment of the reasonableness of resulting estimates of future
return assumptions.

If actual market returns continue at levels that would result in assuming
future market returns of 15.0% for more than 5 years in order to reach the
average gross long-term return estimate, the application of the 5 year
maximum duration limitation would result in an acceleration of DAC and VOBA
amortization. Conversely, actual market returns resulting in assumed future
market returns of 0.0% for more than 5 years would result in a required
deceleration of DAC and VOBA amortization. At December 31, 2012, current
projections of future average gross market returns assume a 0.0% annualized
return for the next two quarters, which is within the maximum and minimum
limitations, grading to a reversion to the mean of 9.0% in seven quarters.

In addition, projections of future mortality assumptions related to variable
and interest-sensitive life products are based on a long-term average of
actual experience. This assumption is updated quarterly to reflect recent
experience as it emerges. Improvement of life mortality in future periods
from that currently projected would result in future deceleration of DAC and
VOBA amortization. Conversely, deterioration of life mortality in future
periods from that currently projected would result in future acceleration of
DAC and VOBA amortization. Generally, life mortality experience has been
improving in recent years.

Other significant assumptions underlying gross profit estimates for UL and
investment-type products relate to contract persistency and General Account
investment spread.

DAC and VOBA associated with non-participating traditional life policies,
are amortized in proportion to anticipated premiums. Assumptions as to
anticipated premiums are estimated at the date of policy issue and are
consistently applied during the life of the contracts. Deviations from
estimated experience are reflected in earnings (loss) in the period such
deviations occur. For these contracts, the amortization periods generally
are for the total life of the policy. DAC and VOBA related to these policies
are subject to recoverability testing as part of AXA Financial Group's
premium deficiency testing. If a premium deficiency exists, DAC and VOBA are
reduced by the amount of the deficiency or to zero through a charge to
current period earnings (loss). If the deficiency exceeds the DAC balance,
the reserve for future policy benefits is increased by the excess, reflected
in earnings (loss) in the period such deficiency occurs.

Policyholders' Account Balances and Future Policy Benefits

Policyholders' account balances for variable life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MLOA issues or has issued certain variable annuity products with a
guaranteed minimum death benefit ("GMDB") feature. MLOA also issues certain
variable annuity products that contain a GMIB feature which, if elected by
the policyholder after a stipulated waiting period from contract issuance,
guarantees a minimum lifetime annuity based on predetermined annuity
purchase rates that may be in excess of what the contract account value can
purchase at then-current annuity purchase rates. This minimum lifetime
annuity is based on predetermined annuity purchase rates applied to a GMIB
base. Reserves for GMDB and GMIB obligations are calculated on the basis of
actuarial assumptions related to projected benefits and related contract
charges generally over the lives of the contracts using assumptions
consistent with those used in estimating gross profits for purposes of
amortizing DAC and VOBA. The determination of this estimated liability is
based on models that involve numerous estimates and subjective judgments,
including those regarding expected market rates of return and volatility,
contract surrender and withdrawal rates, mortality experience, and, for
contracts with the GMIB feature, GMIB election rates. Assumptions regarding
Separate Account performance used for purposes of this calculation are set
using a long-term view of expected average market returns by applying a
reversion to the mean approach, consistent with that used for DAC and VOBA
amortization. There can be no assurance that actual experience will be
consistent with management's estimates.

For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on the
basis of actuarial assumptions as to mortality, persistency and interest
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on MLOA's experience that, together with
interest and expense assumptions, includes a margin for adverse deviation.
Benefit liabilities for traditional annuities during the accumulation period
are equal to accumulated contractholders' fund balances and, after
annuitization, are equal to the present value of expected future payments.
Interest rates used in establishing such liabilities range from 3.0% to 6.0%
for life insurance liabilities and from 3.0% to 6.0% for annuity liabilities.

When the liabilities for future policy benefits plus the present value of
expected future gross premiums for a product are insufficient to provide for
expected future policy benefits and expenses for that product, DAC and VOBA
are written off and thereafter, if required, a premium deficiency reserve is
established by a charge to earnings.

Separate Accounts

Generally, Separate Accounts established under Arizona State Insurance Law
are not chargeable with liabilities that arise from any other business of
MLOA. Separate Accounts assets are subject to General Account claims only to
the extent Separate Accounts assets exceed Separate Accounts liabilities.
Assets and liabilities of the Separate Accounts represent the net deposits
and accumulated net investment earnings (loss) less fees, held primarily for
the benefit of contractholders, and for which MLOA does not bear the
investment risk. Separate Accounts' assets and liabilities are shown on
separate lines in the balance sheets. Assets held in Separate Accounts are
reported at quoted market values or, where quoted values are not readily
available or accessible for these securities, their fair value measures most
often are determined through the use of model pricing that effectively
discounts prospective cash flows to present value using appropriate
sector-adjusted credit spreads commensurate with the security's duration,
also taking into consideration issuer-specific credit quality and liquidity.

The investment results of Separate Accounts, including unrealized gains
(losses), on which MLOA does not bear the investment risk are reflected
directly in Separate Accounts liabilities and are not reported in revenues
in the statements of earnings (loss). For 2012, 2011 and 2010, investment
results of such Separate Accounts were gains (losses) of $196 million, $(49)
million and $247 million, respectively.

Deposits to Separate Accounts are reported as increases in Separate Accounts
liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all policies including those funded
by Separate Accounts are included in revenues.

MLOA reports the General Account's interests in Separate Accounts as other
invested assets in the balance sheets.

Other Accounting Policies

AXA Financial and certain of its consolidated subsidiaries, including MLOA,
file a consolidated Federal income tax return. Current Federal income taxes
are charged or credited to operations based upon amounts estimated to be
payable or recoverable as a result of taxable operations for the current
year. Deferred income tax assets and liabilities are recognized based on the
difference between financial statement carrying amounts and income tax bases
of assets and liabilities using enacted income tax rates and laws.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

3) INVESTMENTS

Fixed Maturities and Equity Securities

The following table provides information relating to fixed maturities
classified as AFS; no equity securities were classified as AFS.

AVAILABLE-FOR-SALE SECURITIES BY CLASSIFICATION

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR OTTI
COST GAINS LOSSES VALUE IN AOCI/(3)/
--------- ---------- ---------- -------- -----------
(IN MILLIONS)

DECEMBER 31, 2012:
Fixed Maturities:
Corporate............................ $ 1,553 $ 167 $ 1 $ 1,719 $ --
U.S. Treasury, government and agency. 106 7 -- 113 --
States and political subdivisions.... 25 3 -- 28 --
Foreign governments.................. 2 -- -- 2 --
Commercial mortgage-backed........... 57 5 27 35 2
Residential mortgage-backed/(1)/..... 19 1 -- 20 --
Asset-backed/(2)/.................... 9 2 -- 11 --
Redeemable preferred stock........... 97 2 1 98 --
-------- -------- ------- -------- --------

Total at December 31, 2012............ $ 1,868 $ 187 $ 29 $ 2,026 $ 2
======== ======== ======= ======== ========

December 31, 2011:
Fixed Maturities:
Corporate............................ $ 1,554 $ 147 $ 8 $ 1,693 $ --
U.S. Treasury, government and agency. 99 6 -- 105 --
States and political subdivisions.... 21 1 -- 22 --
Foreign governments.................. 4 -- -- 4 --
Commercial mortgage-backed........... 63 -- 34 29 2
Residential mortgage-backed/(1)/..... 26 2 -- 28 --
Asset-backed/(2)/.................... 9 1 -- 10 --
Redeemable preferred stock........... 81 -- 5 76 --
-------- -------- ------- -------- --------

Total at December 31, 2011............ $ 1,857 $ 157 $ 47 $ 1,967 $ 2
======== ======== ======= ======== ========

/(1)/Includes publicly traded agency pass-through securities and
collateralized mortgage obligations.
/(2)/Includes credit-tranched securities collateralized by sub-prime
mortgages and other asset types and credit tenant loans.
/(3)/Amounts represent OTTI losses in AOCI, which were not included in
earnings (loss) in accordance with current accounting guidance.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The contractual maturities of AFS fixed maturities (excluding redeemable
preferred stock) at December 31, 2012 are shown in the table below. Bonds
not due at a single maturity date have been included in the table in the
final year of maturity. Actual maturities may differ from contractual
maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

AVAILABLE-FOR-SALE FIXED MATURITIES
CONTRACTUAL MATURITIES AT DECEMBER 31, 2012

AMORTIZED
COST FAIR VALUE
--------- ----------
(IN MILLIONS)

Due in one year or less................. $ 346 $ 356
Due in years two through five........... 516 568
Due in years six through ten............ 660 761
Due after ten years..................... 164 177
-------- --------
Subtotal............................. 1,686 1,862
Commercial mortgage-backed securities... 57 35
Residential mortgage-backed securities.. 19 20
Asset-backed securities................. 9 11
-------- --------
Total................................... $ 1,771 $ 1,928
======== ========

The following table shows proceeds from sales, gross gains (losses) from
sales and OTTI for AFS fixed maturities during 2012, 2011 and 2010:

December 31,
-------------------
2012 2011 2010
----- ----- -----
(IN MILLIONS)

Proceeds from sales.......................... $ 13 $ 20 $ 88
===== ===== =====
Gross gains on sales......................... $ 2 $ 1 $ 4
===== ===== =====
Gross losses on sales........................ $ -- $ 1 $ 2
===== ===== =====
Total OTTI................................... $ (7) $ (2) $ (56)
Non-credit losses recognized in OCI.......... -- -- 2
----- ----- -----
Credit losses recognized in earnings (loss).. $ (7) $ (2) $ (54)
===== ===== =====

The following table sets forth the amount of credit loss impairments on
fixed maturity securities held by MLOA at the dates indicated and the
corresponding changes in such amounts.

FIXED MATURITIES -- CREDIT LOSS IMPAIRMENTS

2012 2011
------ ------
(IN MILLIONS)

Balances at January 1,.................................................................... $ (74) $ (83)
Previously recognized impairments on securities that matured, paid, prepaid or sold....... 9 11
Recognized impairments on securities impaired to fair value this period/(1)/.............. -- --
Impairments recognized this period on securities not previously impaired.................. (6) (2)
Additional impairments this period on securities previously impaired...................... (1) --
Increases due to passage of time on previously recorded credit losses..................... -- --
Accretion of previously recognized impairments due to increases in expected cash flows.... -- --
------ ------
Balances at December 31,.................................................................. $ (72) $ (74)
====== ======

/(1)/Represents circumstances where MLOA determined in the current period
that it intends to sell the security or it is more likely than not that
it will be required to sell the security before recovery of the
security's amortized cost.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Net unrealized investment gains (losses) on fixed maturities and equity
securities classified as AFS are included in the balance sheets as a
component of AOCI. The table below presents these amounts as of the dates
indicated:

DECEMBER 31,
-------------
2012 2011
------ ------
(IN MILLIONS)

AFS Securities:
Fixed maturities:
With OTTI loss.................. $ 2 $ (5)
All other....................... 156 115
------ ------
Net Unrealized (Gains) Losses...... $ 158 $ 110
====== ======

Changes in net unrealized investment gains (losses) recognized in AOCI
include reclassification adjustments to reflect amounts realized in Net
earnings (loss) for the current period that had been part of OCI in earlier
periods. The tables that follow below present a rollforward of net
unrealized investment gains (losses) recognized in AOCI, split between
amounts related to fixed maturity securities on which an OTTI loss has been
recognized, and all other:

NET UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES WITH OTTI LOSSES

AOCI GAIN
NET (LOSS)
UNREALIZED DEFERRED RELATED TO
GAINS INCOME NET UNREALIZED
(LOSSES) ON DAC AND TAX ASSET INVESTMENT
INVESTMENTS VOBA (LIABILITY) GAINS (LOSSES)
----------- ------- ----------- --------------
(IN MILLIONS)

BALANCE, JANUARY 1, 2012................................ $ (5) $ 1 $ 2 $ (2)
Net investment gains (losses) arising during the period. 6 -- -- 6
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)...................... 1 -- -- 1
Excluded from Net earnings (loss)/(1)/............... -- -- -- --
Impact of net unrealized investment gains (losses) on:
DAC and VOBA......................................... -- (2) -- (2)
Deferred income taxes................................ -- -- (2) (2)
--------- ------- -------- ---------
BALANCE, DECEMBER 31, 2012.............................. $ 2 $ (1) $ -- $ 1
========= ======= ======== =========

BALANCE, JANUARY 1, 2011................................ $ (3) $ -- $ 1 $ (2)
Net investment gains (losses) arising during the period. (2) -- -- (2)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)...................... -- -- -- --
Excluded from Net earnings (loss)/(1)/............... -- -- -- --
Impact of net unrealized investment gains (losses) on:
DAC and VOBA......................................... -- 1 -- 1
Deferred income taxes................................ -- -- 1 1
--------- ------- -------- ---------
BALANCE, DECEMBER 31, 2011.............................. $ (5) $ 1 $ 2 $ (2)
========= ======= ======== =========

/(1)/Represents "transfers in" related to the portion of OTTI losses
recognized during the period that were not recognized in earnings (loss)
for securities with no prior OTTI loss.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

ALL OTHER NET UNREALIZED INVESTMENT GAINS (LOSSES) IN AOCI

BALANCE, JANUARY 1, 2012.................................... $ 115 $ (27) $ (31) $ 57
Net investment gains (losses) arising during the period..... 37 -- -- 37
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss).......................... 4 -- -- 4
Excluded from Net earnings (loss)/(1)/................... -- -- -- --
Impact of net unrealized investment gains (losses) on:
DAC and VOBA............................................. -- (4) -- (4)
Deferred income taxes.................................... -- -- (13) (13)
--------- ------- --------- ------------
BALANCE, DECEMBER 31, 2012.................................. $ 156 $ (31) $ (44) $ 81
========= ======= ========= ============

BALANCE, JANUARY 1, 2011.................................... $ 77 $ (6) $ (24) $ 47
Net investment gains (losses) arising during the period..... 36 -- -- 36
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss).......................... 2 -- -- 2
Impact of net unrealized investment gains (losses) on:
DAC and VOBA............................................. -- (21) -- (21)
Deferred income taxes.................................... -- -- (7) (7)
--------- ------- --------- ------------
BALANCE, DECEMBER 31, 2011.................................. $ 115 $ (27) $ (31) $ 57
========= ======= ========= ============

/(1)/Represents "transfers out" related to the portion of OTTI losses during
the period that were not recognized in earnings (loss) for securities
with no prior OTTI loss.

The following tables disclose the fair values and gross unrealized losses of
the 76 issues at December 31, 2012 and the 93 issues at December 31, 2011 of
fixed maturities that are not deemed to be other-than-temporarily impaired,
aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position for the
specified periods at the dates indicated:

LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
-------------------- -------------------- --------------------
GROSS GROSS GROSS
UNREALIZED UNREALIZED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
---------- ---------- ---------- ---------- ---------- ----------

(IN MILLIONS)
DECEMBER 31, 2012
Fixed Maturities:
Corporate............................. $ 44 $ -- $ 14 $ (1) $ 58 $ (1)
U.S. Treasury, government and agency.. 1 -- -- -- 1 --
States and political subdivisions..... -- -- -- -- -- --
Foreign governments................... -- -- 2 -- 2 --
Commercial mortgage-backed............ -- (1) 26 (26) 26 (27)
Residential mortgage-backed........... -- -- -- -- -- --
Asset-backed.......................... -- -- -- -- -- --
Redeemable preferred stock............ 14 -- 30 (1) 44 (1)
------- -------- -------- -------- -------- --------

Total................................... $ 59 $ (1) $ 72 $ (28) $ 131 $ (29)
======= ======== ======== ======== ======== ========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Less Than 12 Months 12 Months or Longer Total
-------------------- -------------------- --------------------
Gross Gross Gross
Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
---------- ---------- ---------- ---------- ---------- ----------

December 31, 2011
Fixed Maturities:
Corporate........................ $ 105 $ (6) $ 13 $ (2) $ 118 $ (8)
Foreign governments.............. -- -- 2 -- 2 --
Commercial mortgage-backed....... 1 (2) 27 (32) 28 (34)
Residential mortgage-backed...... -- -- -- -- -- --
Redeemable preferred stock....... 29 (2) 30 (3) 59 (5)
--------- ------- -------- ------- --------- --------

Total.............................. $ 135 $ (10) $ 72 $ (37) $ 207 $ (47)
========= ======= ======== ======= ========= ========

MLOA's investments in fixed maturity securities do not include
concentrations of credit risk of any single issuer greater than 10% of the
shareholder's equity of MLOA, other than securities of the U.S. government,
U.S. government agencies and certain securities guaranteed by the U.S.
government. MLOA maintains a diversified portfolio of corporate securities
across industries and issuers and does not have exposure to any single
issuer in excess of 1.2% of total investments. The largest exposures to a
single issuer of corporate securities held at December 31, 2012 and 2011
were $27 million and $27 million, respectively. Corporate high yield
securities, consisting primarily of public high yield bonds, are classified
as other than investment grade by the various rating agencies, i.e., a
rating below Baa3/BBB- or the National Association of Insurance
Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5 (below
investment grade) or 6 (in or near default). At December 31, 2012 and 2011,
respectively, approximately $125 million and $150 million, or 6.7% and 8.1%,
of the $1,868 million and $1,857 million aggregate amortized cost of fixed
maturities held by MLOA were considered to be other than investment grade.
These securities had net unrealized losses of $17 million and $35 million at
December 31, 2012 and 2011, respectively.

MLOA does not originate, purchase or warehouse residential mortgages and is
not in the mortgage servicing business. MLOA's fixed maturity investment
portfolio includes residential mortgage backed securities ("RMBS") backed by
subprime and Alt-A residential mortgages, comprised of loans made by banks
or mortgage lenders to residential borrowers with lower credit ratings. The
criteria used to categorize such subprime borrowers include Fair Isaac
Credit Organization ("FICO") scores, interest rates charged, debt-to-income
ratios and loan-to-value ratios. Alt-A residential mortgages are mortgage
loans where the risk profile falls between prime and subprime; borrowers
typically have clean credit histories but the mortgage loan has an increased
risk profile due to higher loan-to-value and debt-to-income ratios and/or
inadequate documentation of the borrowers' income. At December 31, 2012 and
2011, respectively, MLOA owned $4 million and $4 million in RMBS backed by
subprime residential mortgage loans, and $0 million and $0 million in RMBS
backed by Alt-A residential mortgage loans. RMBS backed by subprime and
Alt-A residential mortgages are fixed income investments supporting General
Account liabilities.

At December 31, 2012, the carrying value of fixed maturities that were
non-income producing for the twelve months preceding that date was $6
million.

Valuation Allowances for Mortgage Loans:

Allowances for credit losses for mortgage loans in 2012, 2011 and 2010 are
as follows:

COMMERCIAL MORTGAGE LOANS
-------------------------
2012 2011 2010
----- ----- -----
(IN MILLIONS)

ALLOWANCE FOR CREDIT LOSSES:
Beginning Balance, January 1,...................... $ 3 $ 2 $ 2
Charge-offs..................................... -- -- --
Recoveries...................................... -- -- --
Provision....................................... 1 1 --
----- ----- -----
Ending Balance, December 31,....................... $ 4 $ 3 $ 2
===== ===== =====
Ending Balance, December 31,:
Individually Evaluated for Impairment........... $ 4 $ 3 $ 2
===== ===== =====
Collectively Evaluated for Impairment........... $ -- $ -- $ --
===== ===== =====

Loans Acquired with Deteriorated Credit Quality. $ -- $ -- $ --
===== ===== =====

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

There were no allowances for credit losses for agricultural mortgage loans
in 2012, 2011 and 2010.

The values used in these ratio calculations were developed as part of the
periodic review of the commercial and agricultural mortgage loan portfolio,
which includes an evaluation of the underlying collateral value. The
following tables provide information relating to the debt service coverage
ratio for commercial mortgage loans at December 31, 2012 and 2011,
respectively, and for agricultural mortgage loans at December 31, 2011.

MORTGAGE LOANS BY LOAN-TO-VALUE AND DEBT SERVICE COVERAGE RATIOS
DECEMBER 31, 2012

DEBT SERVICE COVERAGE RATIO
------------------------------------------------
LESS TOTAL
GREATER 1.8X TO 1.5X TO 1.2X TO 1.0X TO THAN MORTGAGE
THAN 2.0X 2.0X 1.8X 1.5X 1.2X 1.0X LOANS
LOAN-TO-VALUE RATIO:/(2)/ --------- ------- ------- ------- ------- ------ --------
COMMERCIAL MORTGAGE LOANS/(1)/ (IN MILLIONS)

0% - 50%......................... $ 4 $ -- $ 17 $ -- $ 12 $ -- $ 33
50% - 70%........................ -- -- -- 6 -- -- 6
70% - 90%........................ -- -- -- -- -- -- --
90% plus......................... 10 -- -- -- -- -- 10
-------- ------- ------- ------- ------- ------ -------

Total Commercial Mortgage Loans.... $ 14 $ -- $ 17 $ 6 $ 12 $ -- $ 49
======== ======= ======= ======= ======= ====== =======

/(1)/The debt service coverage ratio is calculated using the most recently
reported net operating income results from property operations divided
by annual debt service.
/(2)/The loan-to-value ratio is derived from current loan balance divided by
the fair market value of the property. The fair market value of the
underlying commercial properties is updated annually.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
December 31, 2011

Debt Service Coverage Ratio
------------------------------------------------
Less Total
Greater 1.8x to 1.5x to 1.2x to 1.0x to than Mortgage
than 2.0x 2.0x 1.8x 1.5x 1.2x 1.0x Loans
Loan-to-Value Ratio:/(2)/ --------- ------- ------- ------- ------- ------ --------
Commercial Mortgage Loans/(1)/ (In Millions)

0% - 50%......................... $ 5 $ -- $ 17 $ -- $ 1 $ -- $ 23
50% - 70%........................ -- -- -- 41 -- -- 41
70% - 90%........................ -- -- -- 6 -- -- 6
90% plus......................... 10 -- -- -- -- -- 10
------- ------- ------ ------ ------ ------ ------

Total Commercial Mortgage Loans... $ 15 $ -- $ 17 $ 47 $ 1 $ -- $ 80
======= ======= ====== ====== ====== ====== ======
Agricultural Mortgage Loans/(1)/
0% - 50%......................... $ 1 $ -- $ 5 $ 9 $ 1 $ 21 $ 37
50% - 70%........................ 1 -- 2 2 3 2 10
70% - 90%........................ -- -- -- -- -- -- --
90% plus......................... -- -- -- -- -- -- --
------- ------- ------ ------ ------ ------ ------

Total Agricultural Mortgage Loans $ 2 $ -- $ 7 $ 11 $ 4 $ 23 $ 47
======= ======= ====== ====== ====== ====== ======

Total Mortgage Loans/(1)/
0% - 50%......................... $ 6 $ -- $ 22 $ 9 $ 2 $ 21 $ 60
50% - 70%........................ 1 -- 2 43 3 2 51
70% - 90%........................ -- -- -- 6 -- -- 6
90% plus......................... 10 -- -- -- -- -- 10
------- ------- ------ ------ ------ ------ ------
Total Mortgage Loans.............. $ 17 $ -- $ 24 $ 58 $ 5 $ 23 $ 127
======= ======= ====== ====== ====== ====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table provides information relating to the aging analysis of
past due mortgage loans at December 31, 2012 and 2011, respectively.

AGE ANALYSIS OF PAST DUE MORTGAGE LOANS

RECORDED
INVESTMENT
TOTAL (GREATER THAN) 90 DAYS
30-59 60-89 90 DAYS FINANCING AND
DAYS DAYS OR (GREATER THAN) TOTAL CURRENT RECEIVABLES ACCRUING
----- ----- ----------------- ----- ------- ----------- ----------------------
(IN MILLIONS)

DECEMBER 31, 2012

Commercial............. $ -- $ -- $ -- $ -- $ 49 $ 49 $ --
Agricultural........... -- -- -- -- -- -- --
----- ----- -------------- ----- ------ ------ ---------------------
TOTAL MORTGAGE LOANS..... $ -- $ -- $ -- $ -- $ 49 $ 49 $ --
===== ===== ============== ===== ====== ====== =====================
December 31, 2011

Commercial............. $ -- $ -- $ -- $ -- $ 80 $ 80 $ --
Agricultural........... -- -- -- -- 47 47 --
----- ----- -------------- ----- ------ ------ ---------------------
Total Mortgage Loans..... $ -- $ -- $ -- $ -- $ 127 $ 127 $ --
===== ===== ============== ===== ====== ====== =====================

The following table provides information relating to impaired loans at
December 31, 2012 and 2011, respectively.

IMPAIRED MORTGAGE LOANS

UNPAID AVERAGE INTEREST
RECORDED PRINCIPAL RELATED RECORDED INCOME
INVESTMENT BALANCE ALLOWANCE INVESTMENT/(1)/ RECOGNIZED
---------- --------- --------- -------------- ----------
(IN MILLIONS)

DECEMBER 31, 2012

With no related allowance recorded:
Commercial mortgage loans -- other.... $ -- $ -- $ -- $ -- $ --
Agricultural mortgage loans........... -- -- -- -- --
------- ------ -------- ------- --------
TOTAL................................... $ -- $ -- $ -- $ -- $ --
======= ====== ======== ======= ========
With related allowance recorded:
Commercial mortgage loans -- other.... $ 10 $ 10 $ (4) $ 10 $ --
Agricultural mortgage loans........... -- -- -- -- --
------- ------ -------- ------- --------
TOTAL................................... $ 10 $ 10 $ (4) $ 10 $ --
======= ====== ======== ======= ========
December 31, 2011

With no related allowance recorded:
Commercial mortgage loans -- other.... $ -- $ -- $ -- $ -- $ --
Agricultural mortgage loans........... -- -- -- -- --
------- ------ -------- ------- --------
Total................................... $ -- $ -- $ -- $ -- $ --
======= ====== ======== ======= ========
With related allowance recorded:
Commercial mortgage loans -- other.... $ 10 $ 10 $ (3) $ 10 $ --
Agricultural mortgage loans........... -- -- -- -- --
------- ------ -------- ------- --------
Total................................... $ 10 $ 10 $ (3) $ 10 $ --
======= ====== ======== ======= ========

/(1)/Represents a five-quarter average of recorded amortized cost.

Equity Investments

MLOA holds equity in limited partnership interests and other equity method
investments that primarily invest in securities considered to be other than
investment grade. The carrying values at December 31, 2012 and 2011 were $2
million and $2 million, respectively.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table presents MLOA's investment in 2.6 million units in
AllianceBernstein, an affiliate, which is included in Other invested assets:

2012 2011
----- -----
(IN MILLIONS)

Balance at January 1,....................................... $ 72 $ 76
Equity in net earnings (loss)............................... 2 (2)
Impact of repurchase/issuance of AllianceBernstein Units.... (2) 2
Dividends received.......................................... (3) (4)
----- -----
Balance at December 31,..................................... $ 69 $ 72
===== =====

Derivatives

The tables below present quantitative disclosures about MLOA's derivative
instruments, including those embedded in other contracts though required to
be accounted for as derivative instruments.

DERIVATIVE INSTRUMENTS BY CATEGORY

FAIR VALUE
-----------------------
GAINS (LOSSES)
NOTIONAL ASSET LIABILITY REPORTED IN
AMOUNT DERIVATIVES DERIVATIVES EARNINGS (LOSS)
-------- ----------- ----------- ---------------
AT OR FOR THE YEAR ENDED DECEMBER 31, 2012: (IN MILLIONS)

FREESTANDING DERIVATIVES:
Equity contracts:/(1)/
Options............................... $ 29 $ 2 $ 1 $ --
----------
NET INVESTMENT INCOME (LOSS)........... --
----------

EMBEDDED DERIVATIVES:
GMIB reinsurance contracts/(2)/........ -- 7 -- (2)
-------- ------- -------- ----------

Balances, December 31, 2012............ $ 29 $ 9 $ 1 $ (2)
======== ======= ======== ==========

At or For the Year Ended December 31, 2011:
Freestanding derivatives:
Equity contracts:/(1)/
Options............................... $ 3 $ -- $ -- $ --
----------
Net investment income (loss)........... --
----------

Embedded derivatives:
GMIB reinsurance contracts/(2)/........ -- 9 -- 7
-------- ------- -------- ----------
Balances, December 31, 2011............ $ 3 $ 9 $ -- $ 7
======== ======= ======== ==========

/(1)/Reported in Other invested assets in MLOA's balance sheets.
/(2)/Reported in Other assets in MLOA's balance sheets.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Net Investment Income (Loss)

The following table breaks out Net investment income (loss) by asset
category:

2012 2011 2010
------ ------ ------
(IN MILLIONS)

Fixed maturities............................. $ 97 $ 102 $ 106
Mortgage loans on real estate................ 9 10 10
Policy loans................................. 8 8 8
Other equity investments..................... -- -- (1)
------ ------ ------
Gross investment income (loss)............... 114 120 123
Investment expenses.......................... (4) (4) (4)
------ ------ ------
Net Investment Income (Loss)................. $ 110 $ 116 $ 119
====== ====== ======

Investment Gains (Losses), Net

Investment gains (losses), net including changes in the valuation allowances
and OTTI are as follows:

2012 2011 2010
------ ------ -------
(IN MILLIONS)

Fixed maturities........................................... $ (5) $ (2) $ (47)
Impact of (repurchase) issuance of AllianceBernstein Units. (2) 2 (2)
Mortgage loans on real estate.............................. 2 (1) 1
------ ------ -------
Investment Gains (Losses), Net............................. $ (5) $ (1) $ (48)
====== ====== =======

4) VALUE OF BUSINESS ACQUIRED

The following table presents MLOA's VOBA asset at December 31, 2012 and 2011:

GROSS ACCUMULATED
CARRYING AMORTIZATION
AMOUNT AND OTHER/(1)/ NET
-------- ------------- ------
(IN MILLIONS)

VOBA
DECEMBER 31, 2012........ $ 416 $ (313) $ 103
======== ========== ======
December 31, 2011........ $ 416 $ (319) $ 97
======== ========== ======

/(1)/Includes reactivity to unrealized investment gains (losses) and impact
of the December 31, 2005 modified coinsurance ("MODCO") recapture.

For 2012 and 2011, negative amortization expense related to VOBA was $(13)
million and $(10) million. For 2010, amortization expense related to VOBA
was $27 million. VOBA amortization is estimated to range between $19 million
and $13 million annually through 2017.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

5) FAIR VALUE DISCLOSURES

Assets measured at fair value on a recurring basis are summarized below.
Fair value measurements also are required on a non-recurring basis for
certain assets, including goodwill, mortgage loans on real estate, equity
real estate held for production of income, and equity real estate held for
sale, only when an OTTI or other event occurs. When such fair value
measurements are recorded, they must be classified and disclosed within the
fair value hierarchy. At December 31, 2012 and 2011, no assets were required
to be measured at fair value on a non-recurring basis.

FAIR VALUE MEASUREMENTS

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
-------- -------- ------- --------
DECEMBER 31, 2012
----------------- (IN MILLIONS)

ASSETS:
Investments:
Fixed maturities, available-for-sale:
Corporate................................. $ -- $ 1,684 $ 35 $ 1,719
U.S. Treasury, government and agency...... -- 113 -- 113
States and political subdivisions......... -- 28 -- 28
Foreign governments....................... -- 2 -- 2
Commercial mortgage-backed................ -- -- 35 35
Residential mortgage-backed/(1)/.......... -- 20 -- 20
Asset-backed/(2)/......................... -- 5 6 11
Redeemable preferred stock................ 37 61 -- 98
-------- -------- ------- --------
Subtotal................................ 37 1,913 76 2,026
-------- -------- ------- --------
Other equity investments................... 1 -- -- 1
Cash equivalents............................. 145 -- -- 145
GMIB reinsurance contracts................... -- -- 7 7
Separate Accounts' assets.................... 1,623 15 -- 1,638
-------- -------- ------- --------
Total Assets.............................. $ 1,806 $ 1,928 $ 83 $ 3,817
======== ======== ======= ========
December 31, 2011
-----------------
Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate................................. $ -- $ 1,659 $ 34 $ 1,693
U.S. Treasury, government and agency...... -- 105 -- 105
States and political subdivisions......... -- 22 -- 22
Foreign governments....................... -- 4 -- 4
Commercial mortgage-backed................ -- -- 29 29
Residential mortgage-backed/(1)/.......... -- 28 -- 28
Asset-backed/(2)/......................... -- 5 5 10
Redeemable preferred stock................ 19 57 -- 76
-------- -------- ------- --------
Subtotal................................ 19 1,880 68 1,967
-------- -------- ------- --------
Other equity investments................... 1 -- -- 1
Cash equivalents............................. 57 -- -- 57
GMIB reinsurance contracts................... -- -- 9 9
Separate Accounts' assets.................... 1,589 15 -- 1,604
-------- -------- ------- --------
Total Assets.............................. $ 1,666 $ 1,895 $ 77 $ 3,638
======== ======== ======= ========

/(1)/Includes publicly traded agency pass-through securities and
collateralized obligations.
/(2)/Includes credit-tranched securities collateralized by sub-prime
mortgages and other asset types and credit tenant loans.

In 2012, AFS fixed maturities with fair values of $3 million were
transferred from Level 2 into the Level 3 classification. These transfers in
the aggregate represent approximately 0.4% of total equity at December 31,
2012.

In 2011, AFS fixed maturities with fair values of $5 million were
transferred out of Level 3 and into Level 2 principally due to the
availability of trading activity and/or market observable inputs to measure
and validate their fair values. In addition, AFS fixed maturities with fair
value of $22 million were transferred from Level 2 into the Level 3
classification. These transfers in the aggregate represent approximately
4.0% of total equity at December 31, 2011.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The table below presents a reconciliation for all Level 3 assets at
December 31, 2012 and 2011, respectively.

LEVEL 3 INSTRUMENTS
FAIR VALUE MEASUREMENTS

COMMERCIAL REDEEMABLE GMIB
MORTGAGE- ASSET- PREFERRED REINSURANCE
CORPORATE BACKED BACKED STOCK CONTRACTS
--------- ---------- ------ ---------- -----------
(IN MILLIONS)

BALANCE, JANUARY 1, 2012......................... $ 34 $ 29 $ 5 $ -- $ 9
Total gains (losses), realized and unrealized,
included in:
Earnings (loss) as:
Net investment income (loss)................ -- -- -- -- --
Investment gains (losses), net.............. 1 (7) -- -- --
Increase (decrease) in the fair value of
reinsurance contracts..................... -- -- -- -- (2)
-------- --------- ------ ------- --------
Subtotal.................................. 1 (7) -- -- (2)
-------- --------- ------ ------- --------
Other comprehensive income (loss)............. -- 13 1 -- --
Purchases........................................ -- -- -- -- --
Sales............................................ (3) -- -- -- --
Transfers into Level 3/(2)/...................... 3 -- -- -- --
-------- --------- ------ ------- --------
BALANCE, DECEMBER 31, 2012/(1)/.................. $ 35 $ 35 $ 6 $ -- $ 7
======== ========= ====== ======= ========

BALANCE, JANUARY 1, 2011......................... $ 19 $ 36 $ 5 $ -- $ 2
Total gains (losses), realized and unrealized
included in:
Earnings (loss) as:
Net investment income (loss)................ -- -- -- -- --
Investment gains (losses), net.............. -- (1) -- -- --
Increase (decrease) in the fair value of
reinsurance contracts..................... -- -- -- -- 7
-------- --------- ------ ------- --------
Subtotal.................................. $ -- $ (1) $ -- $ -- $ 7
-------- --------- ------ ------- --------
Other comprehensive income (loss)............. (2) (3) -- -- --
Sales............................................ (1) (3) -- -- --
Transfers into Level 3/(2)/...................... 22 -- -- -- --
Transfers out of Level 3/(2)/.................... (4) -- -- -- --
-------- --------- ------ ------- --------
BALANCE, DECEMBER 31, 2011/(1)/.................. $ 34 $ 29 $ 5 $ -- $ 9
======== ========= ====== ======= ========

/(1)/There were no U.S. Treasury, government and agency; State and political
subdivisions; Foreign governments; Residential mortgage-backed
securities; Other equity investments; or Separate Accounts' assets
classified as Level 3 at December 31, 2012 and 2011.
/(2)/Transfers into/out of Level 3 classification are reflected at
beginning-of-period fair values.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The table below details changes in unrealized gains (losses) for 2012 and
2011 by category for Level 3 assets still held at December 31, 2012 and
2011, respectively.

EARNINGS (LOSS)
---------------------------------------------
INCREASE
NET INVESTMENT (DECREASE) IN THE
INVESTMENT GAINS FAIR VALUE OF
INCOME (LOSSES), REINSURANCE
(LOSS) NET CONTRACTS OCI
---------- ---------- ----------------- -----
(IN MILLIONS)

LEVEL 3 INSTRUMENTS
FULL YEAR 2012
STILL HELD AT DECEMBER 31, 2012:/(1)/
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Commercial mortgage-backed................... -- -- -- 13
Other fixed maturities, available-for-sale... -- -- -- 1
-------- -------- ------------- -----
Subtotal................................... $ -- $ -- $ -- $ 14
-------- -------- ------------- -----
GMIB reinsurance contracts..................... -- -- (2) --
-------- -------- ------------- -----
Total...................................... $ -- $ -- $ (2) $ 14
======== ======== ============= =====
Level 3 Instruments
Full Year 2011
Still Held at December 31, 2011:/(1)/
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Commercial mortgage-backed................... -- -- -- (4)
Other fixed maturities, availablfor-sale..... -- -- -- (2)
-------- -------- ------------- -----
Subtotal................................... $ -- $ -- $ -- $ (6)
-------- -------- ------------- -----
GMIB reinsurance contracts................... -- -- 7 --
-------- -------- ------------- -----
Total...................................... $ -- $ -- $ 7 $ (6)
======== ======== ============= =====

/(1)/There were no Equity securities classified as AFS, Other equity
investments, Cash equivalents and Separate Accounts' assets at
December 31, 2012 and 2011.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table discloses quantitative information about Level 3 fair
value measurements by category for assets and liabilities as of December 31,
2012.

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS
DECEMBER 31, 2012

FAIR
VALUE VALUATION TECHNIQUE SIGNIFICANT UNOBSERVABLE INPUT RANGE
----- --------------------- ---------------------------------- -----------------
(IN MILLIONS)

ASSETS:
Investments:
Fixed maturities, available-for-sale:
Corporate........................... $ 11 Matrix pricing model Spread over the industry-specific
benchmark yield curve 600 BPS - 650 BPS
------------------------------------------------------------------------------------------------------------------------
Commercial mortgage-backed.......... 35 Discounted Cash flow Constant default rate 3.0% - 25.0%
Probability of default 55.0%
Loss severity 49.0%
Discount rate 3.72% - 13.42%
------------------------------------------------------------------------------------------------------------------------
GMIB reinsurance contracts............. 7 Discounted Cash flow Lapse Rates 2.5% - 27.5%
Withdrawal Rates 3.5%
GMIB Utilization Rates 0.0% - 15.0%
Non-performance risk 13.5 BPS
Volatility rates -- Equity 24.0%- 36.0%
------------------------------------------------------------------------------------------------------------------------

Excluded from the table above are approximately $30 million Level 3 fair
value measurements of investments for which the underlying quantitative
inputs are not developed by MLOA and are not reasonably available. The fair
value measurements of these Level 3 investments comprise approximately 39.5%
of total assets classified as Level 3 and represent only 0.8% of total
assets measured at fair value on a recurring basis. These investments
primarily consist of certain privately placed debt securities with limited
trading activity, including asset-backed instruments, and their fair values
generally reflect unadjusted prices obtained from independent valuation
service providers and indicative, non-binding quotes obtained from
third-party broker-dealers recognized as market participants. Significant
increases or decreases in the fair value amounts received from these pricing
sources may result in MLOA's reporting significantly higher or lower fair
value measurements for these Level 3 investments.

Included in the table above are approximately $11 million fair value of
privately placed, available-for-sale corporate debt securities classified as
Level 3 at December 31, 2012 that is determined by application of a matrix
pricing model, representing approximately 31.4% of the total fair value of
Level 3 securities in the corporate fixed maturities asset class. The
significant unobservable input to the matrix pricing model is the spread
over the industry-specific benchmark yield curve. Generally, an increase or
decrease in spreads would lead to directionally inverse movement in the fair
value measurements of these securities.

Commercial mortgage-backed securities classified as Level 3 consist of
holdings subordinate to the AAA-tranche position and for which MLOA applies
a discounted cash flow methodology to measure fair value. The process for
determining fair value first adjusts the contractual principal and interest
payments to reflect performance expectations and then discounts the
securities' cash flows to reflect an appropriate risk-adjusted return. The
significant unobservable inputs used in these fair value measurements are
default rate and probability, loss severity, and the discount rate. An
increase either in the cumulative default rate, probability of default, or
loss severity would result in a decrease in the fair value of these
securities; generally, those assumptions would change in a directionally
similar manner. A decrease in the discount rate would result in
directionally inverse movement in the fair value measurement of these
securities.

Significant unobservable inputs with respect to the fair value measurement
of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities
identified in the table above are developed using Company data. Validations
of unobservable inputs are performed to the extent MLOA has experience. When
an input is changed the model is updated and the results of each step of the
model are analyzed for reasonableness.

The significant unobservable inputs used in the fair value measurement of
MLOA's GMIB reinsurance contract asset are lapse rates, withdrawal rates and
GMIB utilization rates. Significant increases in GMIB utilization rates or
decreases in lapse or withdrawal rates in isolation would tend to increase
the GMIB reinsurance contract asset.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Fair value measurement of the GMIB reinsurance contract asset includes
dynamic lapse and GMIB utilization assumptions whereby projected contractual
lapses and GMIB utilization reflect the projected net amount of risks of the
contract. As the net amount of risk of a contract increases, the assumed
lapse rate decreases and the GMIB utilization increases. Increases in
volatility would increase the asset.

The carrying values and fair values at December 31, 2012 and December 31,
2011 for financial instruments not otherwise disclosed in Note 3 are
presented in the table below. Certain financial instruments are exempt from
the requirements for fair value disclosure, such as insurance liabilities
other than financial guarantees and investment contracts and pension and
other postretirement obligations.

DECEMBER 31, 2012
---------------------------------------
FAIR VALUE
CARRYING ------------------------------
VALUE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
-------- ------- ------- ------- ------
(IN MILLIONS)

Mortgage loans on real estate.......................... $ 45 $ -- $ -- $ 46 $ 46
Policyholders liabilities: Investment contracts........ 200 -- -- 223 223

December 31, 2011
----------------
Carrying Fair
Value Value
-------- -------
(In Millions)

Mortgage loans on real estate....................... $ 124 $ 130
Policyholders liabilities -- Investment contracts... 229 242

6) GMDB, GMIB AND NO LAPSE GUARANTEE FEATURES

A) Variable Annuity Contracts -- GMDB and GMIB

MLOA has certain variable annuity contracts with GMDB and GMIB
features-in-force that guarantee one of the following:

. Return of Premium: the benefit is the greater of current account value
or premiums paid (adjusted for withdrawals);

. Ratchet: the benefit is the greatest of current account value,
premiums paid (adjusted for withdrawals), or the highest account value
on any anniversary up to contractually specified ages (adjusted for
withdrawals);

. Roll-Up: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals) accumulated at contractually
specified interest rates up to specified ages; or

. Combo: the benefit is the greater of the ratchet benefit or the
roll-up benefit which may include a five year or an annual reset.

The following table summarizes the GMDB and GMIB liabilities, before
reinsurance ceded, reflected in the General Account in future policy
benefits and other policyholders' liabilities:

GMDB GMIB TOTAL
---- ---- -----
(IN MILLIONS)

Balance at January 1, 2010......... $ 5 $ 3 $ 8
Paid guarantee benefits.......... (2) -- (2)
Other changes in reserve......... 3 (1) 2
---- ---- -----
Balance at December 31, 2010....... 6 2 8
Paid guarantee benefits.......... (2) -- (2)
Other changes in reserve......... 3 -- 3
---- ---- -----
Balance at December 31, 2011....... 7 2 9
Paid guarantee benefits.......... (2) -- (2)
Other changes in reserve......... 3 -- 3
---- ---- -----
Balance at December 31, 2012....... $ 8 $ 2 $ 10
==== ==== =====

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Related GMDB reinsurance ceded amounts were:

GMDB
-------------
(IN MILLIONS)

Balance at January 1, 2010......... $ 3
Paid guarantee benefits.......... (1)
Other changes in reserve......... 1
-----------
Balance at December 31, 2010....... 3
Other changes in reserve......... 1
-----------
Balance at December 31, 2011....... 4
Paid guarantee benefits.......... --
Other changes in reserve......... 1
-----------
Balance at December 31, 2012....... $ 5
===========

The GMIB reinsurance contracts are considered derivatives and are reported
at fair value.

The December 31, 2012 values for variable annuity contracts in-force on such
date with GMDB and GMIB features are presented in the following table. For
contracts with the GMDB feature, the net amount at risk in the event of
death is the amount by which the GMDB benefits exceed related account
values. For contracts with the GMIB feature, the net amount at risk in the
event of annuitization is the amount by which the present value of the GMIB
benefits exceeds related account values, taking into account the
relationship between current annuity purchase rates and the GMIB guaranteed
annuity purchase rates. Since variable annuity contracts with GMDB
guarantees may also offer GMIB guarantees in the same contract, the GMDB and
GMIB amounts listed are not mutually exclusive:

RETURN OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
--------- ------- ------- ------- ------
(DOLLARS IN MILLIONS)

GMDB:
Account values invested in:
General Account....................................... $ 121 $ 186 $ N/A $ 30 $ 337
Separate Accounts..................................... $ 309 $ 391 $ N/A $ 59 $ 759
Net amount at risk, gross.............................. $ 5 $ 48 $ N/A $ 17 $ 70
Net amount at risk, net of amounts reinsured........... $ 5 $ 43 $ N/A $ -- $ 48
Average attained age of contractholders................ 66.1 66.4 N/A 66.1 66.3
Percentage of contractholders over age 70.............. 25.6% 25.7% N/A 25.0% 25.6%
Contractually specified interest rates................. N/A N/A N/A 5.0% 5.0%

GMIB:
Account values invested in:
General Account....................................... N/A N/A $ 30 $ N/A $ 30
Separate Accounts..................................... N/A N/A $ 59 $ N/A $ 59
Net amount at risk, gross.............................. N/A N/A $ 3 $ N/A $ 3
Net amount at risk, net of amounts reinsured........... N/A N/A $ -- $ N/A $ --
Weighted average years remaining until annuitization... N/A N/A 1.7 N/A 1.7
Contractually specified interest rates................. N/A N/A 5.0% N/A 5.0%

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

B) Separate Account Investments by Investment Category Underlying GMDB and
GMIB Features

The total account values of variable annuity contracts with GMDB and GMIB
features include amounts allocated to the guaranteed interest option, which
is part of the General Account and variable investment options that invest
through Separate Accounts in variable insurance trusts. The following table
presents the aggregate fair value of assets, by major investment category,
held by Separate Accounts that support variable annuity contracts with GMDB
and GMIB benefits and guarantees. The investment performance of the assets
impacts the related account values and, consequently, the net amount of risk
associated with the GMDB and GMIB benefits and guarantees. Since variable
annuity contracts with GMDB benefits and guarantees may also offer GMIB
benefits and guarantees in each contract, the GMDB and GMIB amounts listed
are not mutually exclusive:

INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS

DECEMBER 31,
-------------
2012 2011
------ ------
(IN MILLIONS)

GMDB:
Equity.................................. $ 643 $ 685
Fixed income............................ 73 89
Balanced................................ 15 16
Other................................... 28 34
------ ------
Total................................... $ 759 $ 824
====== ======

GMIB:
Equity.................................. $ 47 $ 54
Fixed income............................ 9 12
Other................................... 3 4
------ ------
Total................................... $ 59 $ 70
====== ======

C) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
Guarantee

The no lapse guarantee feature contained in variable and interest-sensitive
life insurance policies keeps them in force in situations where the policy
value is not sufficient to cover monthly charges then due. The no lapse
guarantee remains in effect so long as the policy meets a contractually
specified premium funding test and certain other requirements. At
December 31, 2012 and 2011, MLOA had liabilities of $1 million and $1
million, respectively, for no lapse guarantees reflected in the General
Account in future policy benefits and other policyholders' liabilities.

7) REINSURANCE

MLOA reinsures most of its new variable life policies on an excess of
retention basis. MLOA maintains a maximum of $4 million on single-life
policies and $6 million on second-to-die policies. For amounts applied for
in excess of those limits, reinsurance is ceded to AXA Equitable Life
Insurance Company ("AXA Equitable"), an affiliate and wholly-owned
subsidiary of AXA Financial, up to a combined maximum of $20 million on
single-life policies and $25 million on second-to-die policies. For amounts
applied in excess of those limits, MLOA seeks reinsurance from unaffiliated
third parties. A contingent liability exists with respect to reinsurance
ceded should the reinsurers be unable to meet their obligations. For its
variable annuity products, MLOA retained 100% of the risk in connection with
the return of premium death benefit. The benefits in connection with GMDB in
excess of the return of premium benefit, which are offered under certain of
MLOA's annuity contracts, were 100% reinsured up to specified limits.
Benefits in connection with the earnings increase benefit rider were
similarly reinsured. The GMIB was 100% reinsured up to individual and
aggregate limits as well as limits that are based on benefit utilization.

Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives at December 31, 2012 and 2011 were $7 million and $9
million, respectively. The increases (decreases) in estimated fair value
were $(2) million, $7 million and $1 million for 2012, 2011 and 2010,
respectively.

At December 31, 2012 and 2011, respectively, reinsurance recoverables
related to insurance contracts amounted to $158 million and $136 million, of
which $53 million in 2012 and $56 million in 2011 related to one specific
reinsurer, which is rated AA- with the remainder of the

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

reinsurers rated BBB and above or not rated. A contingent liability exists
with respect to reinsurance should the reinsurers be unable to meet their
obligations. MLOA evaluates the financial condition of its reinsurers in an
effort to minimize its exposure to significant losses from reinsurer
insolvencies.

The following table summarizes the effect of reinsurance:

2012 2011 2010
----- ----- -----
(IN MILLIONS)

Direct premiums....................................................... $ 56 $ 68 $ 66
Assumed............................................................... 2 2 2
Reinsurance ceded..................................................... (26) (28) (29)
----- ----- -----
Premiums.............................................................. $ 32 $ 42 $ 39
===== ===== =====
Variable Life and Investment-type Product Policy Fee Income Ceded..... $ 29 $ 31 $ 31
===== ===== =====
Policyholders' Benefits Ceded......................................... $ 84 $ 39 $ 43
===== ===== =====

8) RELATED PARTY TRANSACTIONS

In August 2012, MLOA sold its entire portfolio of agricultural mortgage
loans on real estate to AXA Equitable, an affiliate, in exchange for $42
million dollars in cash. MLOA recorded a pre-tax net realized gain of $3
million related to the sale.

Under its service agreement with AXA Equitable, personnel services, employee
benefits, facilities, supplies and equipment are provided to MLOA to conduct
its business. The associated costs related to the service agreement are
allocated to MLOA based on methods that management believes are reasonable,
including a review of the nature of such costs and activities performed to
support MLOA. As a result of such allocations, MLOA incurred expenses of $57
million, $54 million and $53 million for 2012, 2011 and 2010, respectively.
At December 31, 2012 and 2011, respectively, MLOA reported a $23 million and
$11 million payable to AXA Equitable in connection with its service
agreement.

Various AXA affiliates cede a portion of their life, health and catastrophe
insurance business through reinsurance agreements to AXA Global Life in 2010
(and AXA Cessions in 2009 and prior), AXA affiliated reinsurers. Beginning
in 2008 AXA Global Life, in turn, retrocedes a quota share portion of these
risks to MLOA on a one-year term basis. Premiums and experience refunds
earned in 2012, 2011 and 2010 under this arrangement totaled approximately
$1 million, $2 million and $2 million, respectively. Claims and expenses
paid in 2012, 2011 and 2010 were $1 million, $1 million and $2 million,
respectively.

MLOA cedes a portion of its life business through excess of retention
treaties to AXA Equitable on a yearly renewal term basis. Premiums paid in
2012, 2011 and 2010 to AXA Equitable totaled approximately $570,437,
$426,414 and $395,877, respectively. Claims and expenses in 2012, 2011 and
2010 were $0, $0 and $894,972, respectively.

As more fully described in Note 7, MLOA ceded new variable life policies on
an excess of retention basis with AXA Equitable and reinsured the no lapse
guarantee riders through AXA RE Arizona Company (formerly AXA Bermuda, which
during second quarter 2012, redomesticated from Bermuda to Arizona and
changed its name to AXA RE Arizona Company) ("AXA Arizona"). MLOA reported
$317,488, $334,772 and $361,422 of ceded premiums for 2012, 2011 and 2010,
respectively.

In 2012, 2011 and 2010, respectively, MLOA paid AXA Distribution and its
subsidiaries $11 million, $36 million and $31 million of commissions and
fees for sales of insurance products. MLOA charged AXA Distribution's
subsidiaries $25 million, $3 million and $3 million, respectively, for their
applicable share of operating expenses in 2012, 2011 and 2010, pursuant to
the Agreements for Services.

In addition to the AXA Equitable service agreement, MLOA has various other
service and investment advisory agreements with affiliates. The amount of
expenses incurred by MLOA related to these agreements were $2 million, $2
million and $2 million for 2012, 2011 and 2010, respectively.

9) SHARE-BASED COMPENSATION

For 2012, 2011 and 2010, respectively, MLOA recognized compensation costs of
$3 million, $1 million and $3 million, for share-based payment arrangements
and approximately $177,000, $280,000 and $431,000 related to employee stock
options.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

At December 31, 2012, approximately $117,000 of unrecognized compensation
cost related to unvested employee stock option awards, net of estimated
pre-vesting forfeitures, is expected to be recognized by MLOA over a
weighted average period of 0.8 years.

AXA MILES PROGRAM. On March 16, 2012, under the terms of the AXA Miles
Program 2012, AXA granted 50 AXA ordinary shares ("AXA Miles") to every
employee and eligible financial professional of AXA Group for the purpose of
enhancing long-term employee-shareholder engagement. Each AXA Mile
represents a phantom share of AXA stock that will convert to an actual AXA
ordinary share at the end of a four-year vesting period provided the
employee or financial professional remains in the employ of the company or
has retired. Half of each AXA Miles grant, or 25 AXA Miles, are further
subject to vesting conditions based on achievement of improvements in
specific AXA performance metrics. The total fair value of these AXA Miles
awards of approximately $6 million, net of expected forfeitures, is charged
to expense over the shorter of the vesting term or the period up to the date
at which the participant becomes retirement eligible and is updated to
reflect change in respect of the expectation for meeting the predefined
performance conditions. In 2012, the expense associated with the March 16,
2012 grant of AXA Miles was approximately $94,300.

On July 1, 2007, under the terms of the AXA Miles Program 2007, AXA granted
50 AXA Miles to every employee and financial professional of AXA for the
purpose of enhancing long-term employee-shareholder engagement. Each AXA
Mile represents the right to receive one unrestricted AXA ordinary share on
July 1, 2011, conditional only upon continued employment with AXA at the
close of the four-year cliff vesting period with exceptions for retirement,
death, and disability. The grant date fair value of approximately 449,400
AXA Miles awarded to employees and financial professionals of AXA
Financial's subsidiaries was approximately $700,000, measured as the market
equivalent of a vested AXA ordinary share. Beginning on July 1, 2007, the
total fair value of this award, net of expected forfeitures, has been
expensed over the shorter of the vesting term or to the date at which the
participant becomes retirement eligible. For 2011 and 2010, respectively,
MLOA recognized compensation expense of approximately $53,000 and $113,000
in respect of this grant of AXA Miles.

10)INCOME TAXES

A summary of the income tax (expense) benefit in the statements of earnings
(loss) follows:

2012 2011 2010
------ ----- -----
(IN MILLIONS)

Income tax (expense) benefit:
Current (expense) benefit... $ (4) $ 39 $ (24)
Deferred (expense) benefit.. (2) (38) 35
------ ----- -----
Total......................... $ (6) $ 1 $ 11
====== ===== =====

The Federal income taxes attributable to operations are different from the
amounts determined by multiplying the earnings (loss), before income taxes
by the expected Federal income tax rate of 35%. The sources of the
difference and their tax effects are as follows:

2012 2011 2010
------ ------ -----
(IN MILLIONS)

Tax at statutory rate......... $ (15) $ (26) $ 10
Dividends received deduction.. 2 2 1
Tax settlement................ 9 7 --
Valuation allowance........... -- 19 --
Other......................... (2) (1) --
------ ------ -----
Income Tax (Expense) Benefit.. $ (6) $ 1 $ 11
====== ====== =====

MLOA recognized a tax benefit in 2012 of $9 million related to the
settlement with the IRS of the audit for tax years 2004 - 2007. The tax
benefit for 2011 reflected a benefit in the amount of $19 million related to
the determination that the valuation allowance previously established on
deferred tax assets related to net operating loss carry forwards was no
longer necessary and a $7 million benefit in settlement of refund claims for
tax years 1994 - 1997.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The components of the net deferred income taxes are as follows:

DECEMBER 31, 2012 December 31, 2011
------------------- ------------------
ASSETS LIABILITIES Assets Liabilities
------- ----------- ------ -----------
(IN MILLIONS)

Reserves and reinsurance............. $ -- $ 21 $ -- $ 37
DAC.................................. -- 46 -- 26
VOBA................................. -- 34 -- 34
Investments.......................... -- 25 -- 6
Goodwill and other intangible assets. -- 9 -- 7
NOL and Credits...................... -- -- 6 --
Other................................ 8 -- -- 6
------- --------- ------ ---------
Total................................ $ 8 $ 135 $ 6 $ 116
======= ========= ====== =========

MLOA does not provide income taxes on the undistributed earnings related to
its investment in AllianceBernstein units except to the extent that such
earnings are not permanently invested outside the United States. As of
December 31, 2012, $6 million of accumulated undistributed earnings related
to its investment in AllianceBernstein units were permanently invested. At
existing applicable income tax rates, additional taxes of approximately $2
million would need to be provided if such earnings were remitted.

At December 31, 2012 and 2011, respectively, the total amount of
unrecognized tax benefits were $5 million and $20 million, all of which
would affect the effective tax rate.

MLOA recognizes accrued interest and penalties related to unrecognized tax
benefits in tax (expense) benefit. Interest and penalties included in the
amounts of unrecognized tax benefits at December 31, 2012 and 2011 were $1
million and $3 million, respectively. Tax (expense) benefit for 2012
reflected a benefit of $2 million in interest expense related to
unrecognized tax benefits.

A reconciliation of unrecognized tax benefits (excluding interest and
penalties) follows:

2012 2011 2010
------ ----- -----
(IN MILLIONS)

Balance, beginning of year.................. $ 17 $ 16 $ 15
Additions for tax positions of prior years.. 1 1 1
Reductions for tax positions of prior years. (2) -- --
Settlements with tax authorities............ (12) -- --
------ ----- -----
Balance, End of Year........................ $ 4 $ 17 $ 16
====== ===== =====

In 2012, the IRS concluded its examination of the tax returns of MONY Life
and its subsidiaries from the date of its acquisition by AXA Financial in
2004 through 2007. The completion of this examination resulted in the
release of $12 million of unrecognized tax benefits for MLOA. It is
reasonably possible that the total amounts of unrecognized tax benefits will
change within the next 12 months. The possible change in the amount of
unrecognized tax benefits cannot be estimated at this time.

11)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AOCI represents cumulative gains (losses) on investments that are not
reflected in earnings (loss). The balances for the past three years follow:

DECEMBER 31,
-----------------
2012 2011 2010
----- ----- -----
(IN MILLIONS)

Unrealized gains (losses) on investments, net of adjustments. $ 82 $ 55 $ 45
----- ----- -----
Total Accumulated Other Comprehensive Income (Loss).......... $ 82 $ 55 $ 45
===== ===== =====

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The components of OCI for the past three years follow:

DECEMBER 31,
-------------------
2012 2011 2010
----- ----- -----
(IN MILLIONS)

Net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the year................. $ 43 $ 34 $ 51
(Gains) losses reclassified into net earnings (loss) during the year.. 5 2 47
----- ----- -----
Net unrealized gains (losses) on investments........................... 48 36 98
Adjustments for DAC and VOBA and deferred income tax (expense) benefit. (21) (26) (42)
----- ----- -----
Other Comprehensive Income (Loss)...................................... $ 27 $ 10 $ 56
===== ===== =====

12)LITIGATION

INSURANCE LITIGATION

MLOA is involved in various legal actions and proceedings in connection with
its business. Some of the actions and proceedings have been brought on
behalf of various alleged classes of claimants and certain of these
claimants seek damages of unspecified amounts. While the ultimate outcome of
such matters cannot be predicted with certainty, in the opinion of
management no such matter is likely to have a material adverse effect on
MLOA's financial position or results of operations. However, it should be
noted that the frequency of large damage awards, including large punitive
damage awards that bear little or no relation to actual economic damages
incurred by plaintiffs in some jurisdictions, continues to create the
potential for an unpredictable judgment in any given matter.

INSURANCE REGULATORY MATTERS

MLOA is subject to various statutory and regulatory requirements concerning
the payment of death benefits and the reporting and escheatment of unclaimed
property, and is subject to audit and examination for compliance with these
requirements. MLOA, along with other life insurance industry companies, has
been the subject of various inquiries regarding its death claim,
escheatment, and unclaimed property procedures and is cooperating with these
inquiries. For example, MLOA is under audit by a third party auditor acting
on behalf of a number of U.S. state jurisdictions reviewing compliance with
unclaimed property laws of those jurisdictions. In addition, a number of
life insurance industry companies have received a multistate targeted market
conduct examination notice issued on behalf of various U.S. state insurance
departments reviewing use of the U.S. Social Security Administration's Death
Master File or similar database, claims processing and payments to
beneficiaries. In December 2012, MLOA received an examination notice on
behalf of at least six insurance departments. The audits and related
inquiries have resulted in the payment of death benefits and changes to
MLOA's relevant procedures. MLOA expects it will also result in the
reporting and escheatment of unclaimed death benefits, including potential
interest on such payments, and the payment of examination costs. In
addition, MLOA, along with other life insurance industry companies, is
subject to lawsuits that may be filed by state regulatory agencies or other
litigants.

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

In addition to the matters descried above, a number of lawsuits, claims and
assessments have been filed against life and health insurers in the
jurisdictions in which MLOA does business involving insurers' sales
practices, alleged agent misconduct, alleged failure to properly supervise
agents, contract administration and other matters. Some of the matters have
resulted in the award of substantial judgments against other insurers,
including material amounts of punitive damages, or in substantial
settlements. In some states, juries have substantial discretion in awarding
punitive damages. MLOA, like other life and health insurers, from time to
time is involved in such matters. Some of these matters filed against MLOA
have been brought on behalf of various alleged classes of claimants and
certain of these claimants seek damages of unspecified amounts. While the
ultimate outcome of such matters cannot be predicted with certainty, in the
opinion of management no such matter is likely to have a material adverse
effect on MLOA's financial position or results of operations. However, it
should be noted that the frequency of large damage awards, including large
punitive damage awards that bear little or no relation to actual economic
damages incurred by plaintiffs in some jurisdictions, continues to create
the potential for an unpredictable judgment in any given matter.

Although the outcome of litigation and regulatory matters cannot be
predicted with certainty, MLOA's management believes that the ultimate
resolution of the matters described above should not have a material adverse
effect on the financial position of MLOA. MLOA's management cannot make an
estimate of loss, if any, or predict whether or not such litigations and
regulatory matters will have a material adverse effect on MLOA's results of
operations in any particular period.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

13)STATUTORY FINANCIAL INFORMATION

MLOA is restricted as to the amounts it may pay as dividends to MONY Life.
Under Arizona Insurance Law, a domestic life insurer may, without prior
approval of the Superintendent, pay a dividend to its shareholder not
exceeding an amount calculated based on a statutory formula. For 2012, 2011
and 2010, MLOA's statutory net income (loss) was $33 million, $35 million
and $(19) million, respectively. Statutory surplus, capital stock and Asset
Valuation Reserve ("AVR") totaled $295 million and $225 million at
December 31, 2012 and 2011, respectively. There were no shareholder
dividends paid to MONY Life by MLOA in 2012, 2011 and 2010.

At December 31, 2012, MLOA, in accordance with various government and state
regulations, had $5 million of securities on deposit with such government or
state agencies.

At December 31, 2012 and for the year then ended, there were no differences
in net income (loss) and capital and surplus resulting from practices
prescribed and permitted by the State of Arizona Insurance Department (the
"AID") and those prescribed by NAIC Accounting Practices and Procedures
effective at December 31, 2012.

Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from U.S. GAAP. The differences between statutory surplus and
capital stock determined in accordance with Statutory Accounting Principles
("SAP") and total shareholder's equity under U.S. GAAP are primarily:
(a) the inclusion in SAP of an AVR intended to stabilize surplus from
fluctuations in the value of the investment portfolio; (b) future policy
benefits and policyholders' account balances under SAP differ from U.S. GAAP
due to differences between actuarial assumptions and reserving
methodologies; (c) certain policy acquisition costs are expensed under SAP
but deferred under U.S. GAAP and amortized over future periods to achieve a
matching of revenues and expenses; (d) under SAP, Federal income taxes are
provided on the basis of amounts currently payable with limited recognition
of deferred tax assets while under U.S. GAAP, deferred taxes are recorded
for temporary differences between the financial statements and tax basis of
assets and liabilities where the probability of realization is reasonably
assured; (e) the valuation of assets under SAP and U.S. GAAP differ due to
different investment valuation and depreciation methodologies, as well as
the deferral of interest-related realized capital gains and losses on fixed
income investments; (f) the valuation of the investment in Alliance Units
under SAP reflects a portion of the market value appreciation rather than
the equity in the underlying net assets as required under U.S. GAAP;
(g) computer software development costs are capitalized under U.S. GAAP but
expensed under SAP; (h) certain assets, primarily pre-paid assets, are not
admissible under SAP but are admissible under U.S. GAAP and (i) the fair
valuing of all acquired assets and liabilities including VOBA assets
required for U.S. GAAP purchase accounting.

14)SUBSEQUENT EVENT (UNAUDITED)

On April 10, 2013, MLOA entered into an agreement with Protective Life
Insurance Company ("Protective Life") to reinsure an in-force book of life
insurance and annuity policies, written primarily prior to 2004. Upon the
closing of the agreement, MLOA will receive consideration totaling $373
million. The transaction, which is subject to regulatory approvals and the
satisfaction of other customary conditions, is expected to close in 2013.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

SELECTED FINANCIAL DATA

The Selected Financial Data reflects changes described in Note 2 of the
Notes to Financial Statements and should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Financial Statements and accompanying notes included
elsewhere herein.

YEARS ENDED DECEMBER 31,
--------------------------------------
2012 2011 2010 2009 2008
------ ------ ------ ------ ------
(IN MILLIONS)

STATEMENTS OF EARNINGS (LOSS) DATA:
REVENUES:
Universal life and investment-type product policy fee income............ $ 117 $ 123 $ 122 $ 129 $ 147
Premiums................................................................ 32 42 39 40 45
Net investment income (loss)............................................ 110 116 119 122 126
Investment gains (losses), net:
Total other-than-temporary impairment losses........................... (7) (2) (56) (53) (38)
Portion of loss recognized in other comprehensive income (loss)........ -- -- 2 -- --
------ ------ ------ ------ ------
Net impairment losses recognized..................................... (7) (2) (54) (53) (38)
Other investment gains (losses), net................................... 2 1 6 (3) --
------ ------ ------ ------ ------
Total investment gains (losses), net............................... (5) (1) (48) (56) (38)
------ ------ ------ ------ ------
Other income (loss)..................................................... 7 4 8 11 10
Increase (decrease) in the fair value of there insurance contract asset. (2) 7 1 (7) 8
------ ------ ------ ------ ------
Total revenues..................................................... 259 291 241 239 298
------ ------ ------ ------ ------

BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits................................................. 103 96 93 84 120
Interest credited to policyholders' account balances.................... 61 61 68 71 73
Compensation and benefits............................................... 25 30 32 26 29
Commissions............................................................. 38 33 27 30 43
Interest expense........................................................ -- -- 1 1 2
Amortization of deferred policy acquisition costs and value of
business acquired..................................................... (27) (12) 41 22 83
Capitalization of deferred policy acquisition costs..................... (31) (25) (21) (23) (32)
Rent expense............................................................ 2 3 3 4 5
Other operating costs and expenses...................................... 44 29 27 25 35
------ ------ ------ ------ ------
Total benefits and other deductions................................ 215 215 271 240 358
------ ------ ------ ------ ------
Earnings (loss), before income taxes.................................... 44 76 (30) (1) (60)
Income tax benefit (expense)............................................ (6) 1 11 4 (6)
------ ------ ------ ------ ------
Net Earnings (Loss)..................................................... $ 38 $ 77 $ (19) $ 3 $ (66)
====== ====== ====== ====== ======

DECEMBER 31,
--------------------------------------------
2012 2011 2010 2009 2008
-------- -------- -------- -------- --------
(IN MILLIONS)

BALANCE SHEET DATA:
Total Investments.......................................... $ 2,279 $ 2,299 $ 2,251 $ 2,317 $ 2,074
Separate Accounts assets................................... 1,640 1,604 1,840 1,832 1,727
Total Assets............................................... 4,588 4,408 4,603 4,657 4,477
Policyholders' account balances............................ 1,615 1,608 1,664 1,774 1,822
Future policy benefits and other policyholders liabilities. 397 380 374 360 397
Separate Accounts liabilities.............................. 1,640 1,604 1,840 1,832 1,727
Total liabilities.......................................... 3,847 3,733 4,016 4,109 4,047
Total shareholder's equity................................. 741 675 587 548 430

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table presents the effects of the revision and the
retrospective application of the adoption of new accounting guidance related
to DAC to MLOA's previously reported balance sheets:

AS PREVIOUSLY REPORTED ADJUSTMENT AS ADJUSTED
---------------------- ------------- -----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
---------------------- ------------- -----------------
2010 2009 2008 2010 2009 2008 2010 2009 2008
----- ----- ----- ---- ---- ---- ----- ----- -----
(IN MILLIONS)

Total assets............... 4,647 4,693 4,509 (44) (36) (32) 4,603 4,657 4,477
Total liabilities.......... 4,042 4,123 4,058 (26) (14) (11) 4,016 4,109 4,047
Total shareholder's equity. 605 570 450 (18) (22) (20) 587 548 430

The following table presents the effects of the revision and the
retrospective application of the adoption of new accounting guidance related
to DAC to MLOA's previously reported statements of earnings (loss):

AS PREVIOUSLY
REPORTED ADJUSTMENT AS ADJUSTED
------------- ---------- -----------
(IN MILLIONS)

YEAR ENDED DECEMBER 31, 2010:
Revenues:
Universal life and investment-type product policy fee income. $ 118 $ 4 $ 122
Benefits and Other Deductions:
Commissions.................................................. 35 (8) 27
Amortization of deferred policy acquisition costs and value
of business acquired....................................... 41 -- 41
Capitalization of deferred policy acquisition costs.......... (29) 8 (21)
Other operating costs and expenses........................... 30 (3) 27
Total benefits and other deductions............................ 274 (3) 271
Earnings (loss), before income taxes........................... (37) 7 (30)
Income tax (expense) benefit................................... 14 (3) 11
Net earnings (loss)............................................ (23) 4 (19)

YEAR ENDED DECEMBER 31, 2009:
Benefits and Other Deductions:
Commissions.................................................. $ 31 $ (1) $ 30
Amortization of deferred policy acquisition costs and value
of business acquired....................................... 23 (1) 22
Capitalization of deferred policy acquisition costs.......... (29) 6 (23)
Other operating costs and expenses........................... 26 (1) 25
Total benefits and other deductions............................ 237 3 240
Earnings (loss), before income taxes........................... 2 (3) (1)
Income tax (expense) benefit................................... 3 1 4
Net earnings (loss)............................................ 5 (2) 3

YEAR ENDED DECEMBER 31, 2008:
Benefits and Other Deductions:
Amortization of deferred policy acquisition costs and value
of business acquired....................................... $ 88 $ (5) $ 83
Capitalization of deferred policy acquisition costs.......... (37) 5 (32)
Total benefits and other deductions............................ 358 -- 358
Earnings (loss), before income taxes........................... (60) -- (60)
Income tax (expense) benefit................................... (6) -- (6)
Net earnings (loss)............................................ (66) -- (66)

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ("MD&A") FOR MONY LIFE INSURANCE COMPANY OF AMERICA
("MLOA") SHOULD BE READ IN CONJUNCTION WITH "RISK FACTORS," "SELECTED FINANCIAL
DATA" AND THE FINANCIAL STATEMENTS AND RELATED NOTES TO FINANCIAL STATEMENTS
INCLUDED ELSEWHERE HEREIN. IN FIRST QUARTER 2012, MLOA ADOPTED NEW ACCOUNTING
GUIDANCE FOR DEFERRED ACQUISITION COSTS ("DAC"). IN FOURTH QUARTER 2012, MLOA
REVISED ITS 2011 AND 2010 FINANCIAL INFORMATION RELATED TO MLOA'S OVERPAYMENT
OF INTERCOMPANY COMMISSION EXPENSES, AN OVERSTATEMENT OF THE DEFERRAL OF
INITIAL FEE LIABILITY AND AN UNDERSTATEMENT OF AMORTIZATION OF DAC. AS A
RESULT, PRIOR PERIOD RESULTS HAVE BEEN RETROSPECTIVELY RECAST FOR THE
RETROSPECTIVE APPLICATION OF THE FIRST QUARTER 2012 ADOPTION OF NEW ACCOUNTING
GUIDANCE FOR DAC AND THE REVISIONS FOR THE OVERPAYMENT OF INTERCOMPANY
COMMISSION EXPENSES, THE OVERSTATEMENT OF THE DEFERRAL OF INITIAL FEE LIABILITY
AND THE UNDERSTATEMENT OF DAC AMORTIZATION. SEE NOTE 2 OF NOTES TO THE
FINANCIAL STATEMENTS.

FORWARD LOOKING INFORMATION

This document contains "forward-looking statements" that anticipate results
based on our estimates, assumptions and plans that are subject to uncertainty.
These statements are made subject to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. We assume no obligation to update any
forward-looking statements as a result of new information or future events or
developments.

These forward-looking statements do not relate strictly to historical or
current facts and may be identified by their use of words like "plans,"
"seeks," "expects," "will," "should," "anticipates," "estimates," "intends,"
"believes," "likely," "targets" and other words with similar meanings. These
statements may address, among other things, our strategy for growth, product
development, investment results, regulatory approvals, market position,
expenses, financial results, litigation and reserves. We believe that these
statements are based on reasonable estimates, assumptions and plans. However,
if the estimates, assumptions or plans underlying the forward-looking
statements prove inaccurate or if other risks or uncertainties arise, actual
results could differ materially from those communicated in these
forward-looking statements.

In addition to the normal risks of business, we are subject to significant
risks and uncertainties, including those listed in the "Risk Factors" section
of this report, which apply to us. These risks constitute our cautionary
statements under the Private Securities Litigation Reform Act of 1995 and
readers should carefully review such cautionary statements as they identify
certain important factors that could cause actual results to differ materially
from those in the forward-looking statements and historical trends. These
cautionary statements are not exclusive and are in addition to other factors
discussed elsewhere in this document, in our filings with the Securities and
Exchange Commission ("SEC") or in materials incorporated therein by reference.

BACKGROUND

MLOA, established in the state of Arizona in 1969, is a wholly owned subsidiary
of MONY Life. MLOA's primary business is to provide life insurance and annuity
products to both individuals and businesses. MLOA is licensed to sell its
products in 49 states (not including New York), the District of Columbia and
Puerto Rico. As of December 31, 2012, MLOA had approximately 179,243 insurance
policies and annuity contracts in force.

MONY Life is an indirect wholly owned subsidiary of AXA Financial and AXA
Financial is an indirect wholly owned subsidiary of AXA, a French holding
company for an international group of insurance and related financial services
companies. For additional information regarding AXA, see "Description of
Business - Parent Company".

RECENT DEVELOPMENTS

CURRENT MARKET CONDITIONS AND OVERVIEW

MLOA's business results of operations are materially affected by conditions in
the global capital markets and the economy, generally. In recent years,
stressed conditions in the economy, volatility and disruptions in the capital
markets and/or particular asset classes and continued low interest rates have
had an adverse effect on MLOA's business, results of operations and financial
condition. While an economic recovery in the U.S. is underway, concerns over
the pace of the recovery continue due to, among other things, the level of U.S.
national debt, the European sovereign debt crisis, unemployment, the
availability and cost of credit and geopolitical issues have contributed to
increased volatility and diminished confidence for the

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

economy and capital markets going forward. Moreover, recent actions by the
United States Federal Reserve to provide further support to the U.S. economy
including, but not limited to, keeping long-term interest rates low until the
unemployment rate falls below 6.5%, contributed to a continuation of low
interest rates during the year-ended 2012. As a result, the ten year U.S.
Treasury yield ranged from a low of 1.5% (the lowest in five decades) to a high
of 2.2% during 2012, ultimately ending the year at 1.8% on December 31, 2012.

Consequently, many of the risks MLOA faces, including those arising from weak
economic conditions, equity market declines and/or volatility, prolonged
periods of low interest rates and/or interest rate fluctuations could affect
(and, in some cases in 2012, did affect) MLOA's business, results of operations
and financial condition.

Despite the challenging economic environment, MLOA's overall life insurance and
annuity sales improved in 2012 as compared to 2011. MLOA's first year life
insurance premiums and deposits in 2012 increased by $6 million or 7.6% from
2011, primarily due to increased sales of universal life insurance products. In
2012, life insurance first year premiums and deposits by MLOA increased by $14
million or 21.2% from 2011, primarily due to increased premiums and deposits of
recently introduced indexed universal life ("UL") products.

CRITICAL ACCOUNTING ESTIMATES

MLOA's MD&A is based upon its financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). The preparation of these financial statements
requires the application of accounting policies that often involve a
significant degree of judgment, requiring management to make estimates and
assumptions (including normal, recurring accruals) that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Management, on an ongoing basis, reviews and evaluates the estimates and
assumptions used in the preparation of the financial statements, including
those related to investments, recognition of insurance income and related
expenses, DAC and value of business acquired ("VOBA") and future policy
benefits. MLOA bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances.
The results of such factors form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. If management determines that modifications in assumptions and
estimates are appropriate given current facts and circumstances, the results of
operations and financial position as reported in the Financial Statements could
change significantly.

Management believes the critical accounting policies relating to the following
areas are most dependent on the application of estimates, assumptions and
judgments:

. Revenue Recognition

. Insurance Reserves and Policyholder Benefits

. DAC and VOBA

. Benefit plan costs

. Share-based and Other Compensation Programs

. Investments - Impairments and Fair Value Measurements

. Income Taxes

REVENUE RECOGNITION

Profits on non-participating traditional life policies and annuity contracts
with life contingencies emerge from the matching of benefits and other expenses
against the related premiums. Profits on universal life-type and
investment-type contracts emerge from the matching of benefits and other
expenses against the related contract margins. This matching is accomplished by
means of the provision for liabilities for future policy benefits and the
deferral, and subsequent amortization, of policy acquisition costs. Trends in
the general population and MLOA's own mortality, morbidity, persistency and
claims experience have a direct impact on the benefits and expenses reported in
any given period.

INSURANCE RESERVES AND POLICYHOLDER BENEFITS

NON-PARTICIPATING TRADITIONAL LIFE POLICIES

The future policy benefit reserves for non-participating traditional life
insurance policies relate primarily to non-participating term life products and
are calculated using a net level premium method equal to the present value of
expected future benefits plus the present value of future maintenance expenses
less the present value of future net premiums. The expected future benefits and
expenses are determined using

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

actuarial assumptions as to mortality, persistency and interest established at
policy issue. Reserve assumptions established at policy issue reflect best
estimate assumptions based on MLOA's experience that, together with interest
and expense assumptions, includes a margin for adverse deviation. Mortality
assumptions are reviewed annually and are generally based on MLOA's historical
experience or standard industry tables, as applicable; expense assumptions are
based on current levels of maintenance costs, adjusted for the effects of
inflation; and interest rate assumptions are based on current and expected net
investment returns.

UNIVERSAL LIFE AND INVESTMENT-TYPE CONTRACTS

Policyholders' account balances for UL and investment-type contracts represent
an accumulation of gross premium payments plus credited interest less expense
and mortality charges and withdrawals.

MLOA issues or has issued certain variable annuity products with guaranteed
minimum death benefit ("GMDB") and guaranteed minimum income benefit ("GMIB")
features. The GMDB feature provides that in the event of an insured's death,
the beneficiary will receive the higher of the current contract account balance
or another amount defined in the contract. The GMIB feature which, if elected
by the policyholder after a stipulated waiting period from contract issuance,
guarantees a minimum lifetime annuity based on predetermined annuity purchase
rates that may be in excess of what the contract account value can purchase at
then-current annuity purchase rates applied to a guaranteed minimum income
benefit base.

Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial
assumptions related to projected benefits and related contract charges
generally over the lives of the contracts using assumptions consistent with
those used in estimating gross profits for purposes of amortizing DAC and VOBA.
The determination of this estimated liability is based on models that involve
numerous estimates and subjective judgments, including those regarding expected
market rates of return and volatility, contract surrender and withdrawal rates,
mortality experience, and, for contracts with the GMIB feature, GMIB election
rates. Assumptions related to contractholder behavior and mortality are updated
when a material change in behavior or mortality experience is observed in an
interim period.

SENSITIVITY OF FUTURE RATE OF RETURN ASSUMPTIONS ON GMDB/GMIB RESERVES

The future rate of return assumptions used in establishing reserves for GMDB
and GMIB features regarding Separate Account performance used for purposes of
this calculation are set using a long-term view of expected average market
returns by applying a reversion to the mean approach, consistent with that used
for DAC and VOBA amortization. For additional information regarding the future
expected rate of return assumptions and the reversion to the mean approach,
see, "--DAC and VOBA".

The GMDB/GMIB reserve balance before reinsurance ceded was $10 million at
December 31, 2012. The sensitivity of the reserves for GMDB and GMIB features
related to variable annuity policies relative to the future rate of return
assumptions by quantifying the adjustments to these reserves that would be
required assuming both a 100 basis point ("BP") increase and decrease in the
future rate of return would be less than $100,000. This sensitivity considers
only the direct effect of changes in the future rate of return on operating
results due to the change in the reserve balance and not changes in any other
assumptions such as persistency, mortality, or expenses included in the
evaluation of the reserves, or any changes on DAC and the GMIB reinsurance
asset.

TRADITIONAL ANNUITIES

The reserves for future policy benefits for annuities include payout annuities
and during the accumulation period, are equal to accumulated contractholders'
fund balances and, after annuitization, are equal to the present value of
expected future payments based on assumptions as to mortality, retirement,
maintenance expense, and interest rates. Interest rates used in establishing
such liabilities range from 3.0% to 6.0%. If reserves determined based on these
assumptions are greater than the existing reserves, the existing reserves are
adjusted to the greater amount.

REINSURANCE

For reinsurance contracts other than those covering GMIB exposure, reinsurance
recoverable balances are calculated using methodologies and assumptions that
are consistent with those used to calculate the direct liabilities. GMIB
reinsurance contracts are used to cede non-affiliated reinsurers a portion of
the exposure on variable annuity products that offer the GMIB feature. Under
U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and
are reported at fair value. Gross reserves for GMIB, on the other hand, are
calculated under U.S. GAAP on the basis of assumptions related to projected
benefits and related contract charges over the lives of the contracts,
therefore, will not immediately reflect the offsetting impact on future claims
exposure resulting from the same capital market and/or interest rate
fluctuations that cause gains or losses on the fair value of the GMIB
reinsurance contracts.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DAC AND VOBA

Acquisition costs that vary with and are primarily related to the acquisition
of new and renewal insurance business, reflecting incremental direct costs of
contract acquisition with independent third parties or employees that are
essential to the contract transaction, as well as the portion of employee
compensation, including payroll fringe benefits and other costs directly
related to underwriting, policy issuance and processing, medical inspection,
and contract selling for successfully negotiated contracts including
commissions, underwriting, agency and policy issue expenses, are deferred.
Depending on the type of contract, DAC is amortized over the expected total
life of the contract group, based on MLOA's estimates of the level and timing
of gross margins, gross profits or assessments, or anticipated premiums. In
calculating DAC amortization, management is required to make assumptions about
investment results including hedging costs, Separate Account performance,
Separate Account fees, mortality and expense margins, lapse rates and
anticipated surrender charges that impact the estimates of the level and timing
of estimated gross profits or assessments, margins and anticipated future
experience. VOBA, which arose from MLOA's acquisition by AXA Financial, was
established in accordance with purchase accounting guidance for business
combinations. VOBA is the actuarially determined present value of estimated
future gross profits from insurance contracts in force at the date of the
acquisition. DAC and VOBA are amortized over the expected life of the contracts
(up to 50 years from date of issue) according to the type of contract using the
methods described below as applicable. DAC and VOBA are subject to loss
recognition testing at the end of each accounting period.

NON-PARTICIPATING TRADITIONAL LIFE INSURANCE POLICIES

DAC and VOBA associated with non-participating traditional life policies are
amortized in proportion to anticipated premiums. Assumptions as to anticipated
premiums are estimated at the date of policy issue and are consistently applied
during the life of the contracts. Deviations from estimated experience are
reflected in earnings (loss) in the period such deviations occur. For these
contracts, the amortization periods generally are for the total life of the
policy.

UNIVERSAL LIFE AND INVESTMENT-TYPE CONTRACTS

DAC and VOBA associated with UL and investment-type products, are amortized
over the expected total life of the contract group as a constant percentage of
estimated gross profits arising principally from investment results, Separate
Account fees, mortality and expense margins and surrender charges based on
historical and anticipated future experience, updated at the end of each
accounting period. When estimated gross profits are expected to be negative for
multiple years of a contract life, DAC and VOBA are amortized using the present
value of estimated assessments. The effect on the amortization of DAC of
revisions to estimated gross profits or assessments is reflected in earnings
(loss) in the period such estimated gross profits or assessments are revised. A
decrease in expected gross profits or assessments would accelerate DAC and VOBA
amortization. Conversely, an increase in expected gross profits or assessments
would slow DAC and VOBA amortization. The effect on the DAC and VOBA assets
that would result from realization of unrealized gains (losses) is recognized
with an offset to accumulated other comprehensive income (loss) ("AOCI") in
shareholder's equity as of the balance sheet date.

Quarterly adjustments to the DAC and VOBA balances are made for current period
experience and market performance related adjustments, and the impact of
reviews of estimated total gross profits. The quarterly adjustments for current
period experience reflect the impact of differences between actual and
previously estimated expected gross profits for a given period. Total estimated
gross profits include both actual experience and estimates of gross profits for
future periods. To the extent each period's actual experience differs from the
previous estimate for that period, the assumed level of total gross profits may
change. In these cases, cumulative adjustment to all previous periods' costs is
recognized.

During each accounting period, the DAC and VOBA balances are evaluated and
adjusted with a corresponding charge or credit to current period earnings for
the effects of MLOA's actual gross profits and changes in the assumptions
regarding estimated future gross profits. A decrease in expected gross profits
or assessments would accelerate DAC and VOBA amortization. Conversely, an
increase in expected gross profits or assessments would slow DAC and VOBA
amortization. The effect on the DAC and VOBA assets that would result from
realization of unrealized gains (losses) is recognized with an offset to AOCI
in shareholder's equity as of the balance sheet date.

For the variable and UL policies a significant portion of the gross profits is
derived from mortality margins and therefore, are significantly influenced by
the mortality assumptions used. Mortality assumptions represent the Company's
expected claims experience over the life of these policies and are based on a
long-term average of actual company experience. This assumption is updated
quarterly to reflect recent experience as it emerges. Improvement of life
mortality in future periods from that currently projected would result in
future deceleration of DAC and VOBA amortization. Conversely, deterioration of
life mortality in future periods from that currently projected would result in
future acceleration of DAC and VOBA amortization. Generally, life mortality
experience has been improving in recent years. However, changes to the
mortality assumptions in future periods could have a significant adverse or
favorable effect on the results of operations.

PREMIUM DEFICIENCY RESERVES AND LOSS RECOGNITION TESTS

After the initial establishment of reserves, premium deficiency and loss
recognition tests are performed using best estimate assumptions as of the
testing date without provisions for adverse deviation. When the liabilities for
future policy benefits plus the present value of expected

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

future gross premiums for the aggregate product group are insufficient to
provide for expected future policy benefits and expenses for that line of
business (i.e., reserves net of any DAC asset), DAC and VOBA would first be
written off and thereafter, if required, a premium deficiency reserve would be
established by a charge to earnings (loss).

SENSITIVITY OF DAC TO CHANGES IN FUTURE MORTALITY ASSUMPTIONS

The variable and UL policies DAC balance was $175 million at December 31, 2012.
The following table demonstrates the sensitivity of the DAC balance relative to
future mortality assumptions by quantifying the adjustments that would be
required, assuming an increase and decrease in the future mortality rate by 1%.
This information considers only the direct effect of changes in the mortality
assumptions on the DAC balance and not changes in any other assumptions used in
the measurement of the DAC balance and does not assume changes in reserves.

DAC SENSITIVITY - MORTALITY
DECEMBER 31, 2012

INCREASE/(REDUCTION)
IN DAC
--------------------
(IN MILLIONS)

Decrease in future mortality by 1%........... $ 3
Increase in future mortality by 1%........... (3)

SENSITIVITY OF DAC TO CHANGES IN FUTURE RATE OF RETURN ASSUMPTIONS

A significant assumption in the amortization of DAC and VOBA on variable
annuities and, to a lesser extent, on variable and interest-sensitive life
insurance relates to projected future Separate Account performance. Management
sets estimated future gross profit or assessment assumptions related to
Separate Account performance using a long-term view of expected average market
returns by applying a reversion to the mean approach, a commonly used industry
practice. This future return approach influences the projection of fees earned,
as well as other sources of estimated gross profits. Returns that are higher
than expectations for a given period produce higher than expected account
balances, increase the fees earned resulting in higher expected future gross
profits and lower DAC amortization for the period. The opposite occurs when
returns are lower than expected.

In applying this approach to develop estimates of future returns, it is assumed
that the market will return to an average gross long-term return estimate,
developed with reference to historical long-term equity market performance.
Currently, the average gross long-term return estimate is measured from
December 31, 2008. Management has set limitations as to maximum and minimum
future rate of return assumptions, as well as a limitation on the duration of
use of these maximum or minimum rates of return. At December 31, 2012, the
average gross short-term and long-term annual return estimate on variable and
interest-sensitive life insurance and variable annuities was 9.0% (7.37% net of
product weighted average Separate Account fees), and the gross maximum and
minimum short-term annual rate of return limitations were 15.0% (13.37% net of
product weighted average Separate Account fees) and 0.0% (-1.63% net of product
weighted average Separate Account fees), respectively. The maximum duration
over which these rate limitations may be applied is 5 years. This approach will
continue to be applied in future periods. These assumptions of long-term growth
are subject to assessment of the reasonableness of resulting estimates of
future return assumptions.

If actual market returns continue at levels that would result in assuming
future market returns of 15.0% for more than 5 years in order to reach the
average gross long-term return estimate, the application of the 5 year maximum
duration limitation would result in an acceleration of DAC and VOBA
amortization. Conversely, actual market returns resulting in assumed future
market returns of 0.0% for more than 5 years would result in a required
deceleration of DAC and VOBA amortization. At December 31, 2012, current
projections of future average gross market returns assume a 0.0% annualized
return for the next two quarters, which is within the maximum and minimum
limitations, grading to a reversion to the mean of 9.0% in seven quarters.

Other significant assumptions underlying gross profit estimates for UL and
investment-type products relate to contract persistency and General Account
investment spread.

The variable annuity contracts DAC balance was $20 million at December 31,
2012. The following table provides an example of the sensitivity of that DAC
balance relative to future return assumptions by quantifying the adjustments to
the DAC balance that would be required assuming both an increase and decrease
in the future rate of return by 1%. This information considers only the effect
of changes in the future Separate Account rate of return and not changes in any
other assumptions used in the measurement of the DAC balance.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DAC SENSITIVITY - RATE OF RETURN
DECEMBER 31, 2012

INCREASE/(REDUCTION)
IN DAC
--------------------
(IN MILLIONS)

Decrease in future rate of return by 1%...... $ (3)
Increase in future rate of return by 1%...... 3

BENEFIT PLAN COSTS

Although MLOA has no employees, under service agreements with affiliates, MLOA
is charged for services, including personnel services that include a component
related to employee benefits (see Note 8 of Notes to Financial Statements). Net
periodic pension cost is the aggregation of the compensation cost of benefits
promised, interest cost resulting from deferred payment of those benefits, and
investment results of assets dedicated to fund those benefits. Each component
of net periodic pension benefits cost is based on the affiliated company's best
estimate of long-term actuarial and investment return assumptions and consider,
as appropriate, an assumed discount rate, an expected rate of return on plan
assets, inflation costs, expected increases in compensation levels and trends
in health care costs. Of these assumptions, the discount rate and expected rate
of return assumptions generally have the most significant impact on the
resulting net periodic cost associated with these plans. Actual experience
different from that assumed generally is recognized prospectively over future
periods; however, significant variances could result in immediate recognition
of net periodic cost or benefit if they exceed certain prescribed thresholds or
in conjunction with a reconsideration of the related assumptions.

SHARE-BASED AND OTHER COMPENSATION PROGRAMS

Although MLOA has no employees, under service agreements with affiliates, MLOA
is charged for services, including personnel services that include a component
related to employee benefits (see Note 9 of Notes to Financial Statements). AXA
and AXA Financial Group sponsors various share-based compensation plans for
eligible employees and associates. Compensation expense related to these awards
is measured based on the estimated fair value of the equity instruments issued
or the liabilities incurred. AXA Financial Group uses the Black-Scholes option
valuation model to determine the grant-date fair values of equity share/unit
option awards and similar instruments, requiring assumptions with respect to
the expected term of the award, expected price volatility of the underlying
share/unit, and expected dividends. These assumptions are significant factors
in the resulting measure of fair value recognized over the vesting period and
require use of management judgment as to likely future conditions, including
employee exercise behavior, as well as consideration of historical and market
observable data.

INVESTMENTS - IMPAIRMENTS AND VALUATION ALLOWANCES AND FAIR VALUE MEASUREMENTS

MLOA's investment portfolio principally consists of public and private fixed
maturities, mortgage loans and Units in AllianceBernstein. In applying the
Company's accounting policies with respect to these investments, estimates,
assumptions, and judgments are required about matters that are inherently
uncertain, particularly in the identification and recognition of
other-than-temporary impairments ("OTTI"), determination of the valuation
allowance for losses on mortgage loans and measurements of fair value.

IMPAIRMENTS AND VALUATION ALLOWANCES

The assessment of whether OTTIs have occurred is performed quarterly by MLOA's
Investment Under Surveillance ("IUS") Committee, with the assistance of its
investment advisors, on a security-by-security basis for each
available-for-sale fixed maturity and equity security that has experienced a
decline in fair value for purpose of evaluating the underlying reasons. The
analysis begins with a review of gross unrealized losses by the following
categories of securities: (i) all investment grade and below investment grade
fixed maturities for which fair value has declined and remained below amortized
cost by 20% or more; and (ii) below-investment-grade fixed maturities for which
fair value has declined and remained below amortized cost for a period greater
than 12 months. Integral to the analysis is an assessment of various indicators
of credit deterioration to determine whether the investment security is
expected to recover, including, but not limited to, consideration of the
duration and severity of the unrealized loss, failure, if any, of the issuer of
the security to make scheduled payments, actions taken by rating agencies,
adverse conditions specifically related to the security or sector, the
financial strength, liquidity, and continued viability of the issuer and, for
equity securities only, the intent and ability to hold the investment until
recovery, resulting in identification of specific securities for which OTTI is
recognized.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

If there is no intent to sell or likely requirement to dispose of the fixed
maturity security before its recovery, only the credit loss component of any
resulting OTTI is recognized in earnings and the remainder of the fair value
loss is recognized in other comprehensive income (loss) ("OCI"). The amount of
credit loss is the shortfall of the present value of the cash flows expected to
be collected as compared to the amortized cost basis of the security. The
present value is calculated by discounting management's best estimate of
projected future cash flows at the effective interest rate implicit in the debt
security prior to impairment. Projections of future cash flows are based on
assumptions regarding probability of default and estimates regarding the amount
and timing of recoveries. These assumptions and estimates require use of
management judgment and consider internal credit analyses as well as market
observable data relevant to the collectability of the security. For mortgage-
and asset-backed securities, projected future cash flows also include
assumptions regarding prepayments and underlying collateral value.

Mortgage loans also are reviewed quarterly by the IUS Committee for impairment
on a loan-by-loan basis, including an assessment of related collateral value.
Commercial mortgages 60 days or more past due and agricultural mortgages 90
days or more past due, as well as all mortgages in the process of foreclosure,
are identified as problem mortgages. Based on its monthly monitoring of
mortgages, a class of potential problem mortgages also is identified,
consisting of mortgage loans not currently classified as problems but for which
management has doubts as to the ability of the borrower to comply with the
present loan payment terms and which may result in the loan becoming a problem
or being restructured. The decision whether to classify a performing mortgage
loan as a potential problem involves significant subjective judgments by
management as to likely future industry conditions and developments with
respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for
the risk of credit losses inherent in the lending process. The allowance
includes loan specific reserves for loans determined to be non-performing as a
result of the loan review process. A non-performing loan is defined as a loan
for which it is probable that amounts due according to the contractual terms of
the loan agreement will not be collected. The loan specific portion of the loss
allowance is based on the Company's assessment as to ultimate collectability of
loan principal and interest. Valuation allowances for a non-performing loan are
recorded based on the present value of expected future cash flows discounted at
the loan's effective interest rate or based on the fair value of the collateral
if the loan is collateral dependent. The valuation allowance for mortgage loans
can increase or decrease from period to period based on such factors.

FAIR VALUE MEASUREMENTS

Investments reported at fair value in the balance sheets of MLOA include fixed
maturity securities classified as available-for-sale ("AFS"). In addition,
reinsurance contracts covering GMIB exposure in certain variable annuity
products issued by MLOA are considered embedded derivatives and reported at
fair value.

When available, the estimated fair value of securities is based on quoted
prices in active markets that are readily and regularly obtainable; these
generally are the most liquid holdings and their valuation does not involve
management judgment. When quoted prices in active markets are not available,
MLOA estimates fair value based on market standard valuation methodologies,
including discounted cash flow methodologies, matrix pricing, or other similar
techniques. For securities with reasonable price transparency, the significant
inputs to these valuation methodologies either are observable in the market or
can be derived principally from or corroborated by observable market data. When
the volume or level of activity results in little or no price transparency,
significant inputs no longer can be supported by reference to market observable
data but instead must be based on management's estimation and judgment.

As required by the accounting guidance, MLOA categorizes its assets and
liabilities measured at fair value into a three-level hierarchy, based on the
priority of the inputs to the respective valuation technique, giving the
highest priority to quoted prices in active markets for identical assets and
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
For additional information regarding the key estimates and assumptions
surrounding the determinations of fair value measurements, see Note 5 to the
Financial Statements - Fair Value Disclosures.

INCOME TAXES

Income taxes represent the net amount of income taxes that MLOA expects to pay
to or receive from various taxing jurisdictions in connection with its
operations. MLOA provides for Federal and state income taxes currently payable,
as well as those deferred due to temporary differences between the financial
reporting and tax bases of assets and liabilities. Deferred tax assets and
liabilities are measured at the balance sheet date using enacted tax rates
expected to apply to taxable income in the years the temporary differences are
expected to reverse. The realization of deferred tax assets depends upon the
existence of sufficient taxable income within the carry forward periods under
the tax law in the applicable jurisdiction. Valuation allowances are
established when management determines, based on available information, that it
is more likely than not that deferred tax assets will not be realized.
Management considers all available evidence including past operating results,
the existence of cumulative losses in the most recent years, forecasted
earnings, future taxable income and prudent and feasible tax planning
strategies. MLOA's accounting for income taxes represents management's best
estimate of the tax consequences of various events and transactions.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Significant management judgment is required in determining the provision for
income taxes and deferred tax assets and liabilities and in evaluating MLOA's
tax positions including evaluating uncertainties under the guidance for
Accounting for Uncertainty in Income taxes. Under the guidance, MLOA determines
whether it is more-likely-than-not that a tax position will be sustained upon
examination by the appropriate taxing authorities before any part of the
benefit can be recorded in the financial statements. Tax positions are then
measured at the largest amount of benefit that is greater than 50 percent
likely of being realized upon settlement.

MLOA's tax positions are reviewed quarterly and the balances are adjusted as
new information becomes available.

RESULTS OF OPERATIONS

The earnings narratives that follow discuss the results for 2012 compared to
2011's results, followed by the results for 2011 compared to 2010's results.

MONY LIFE INSURANCE COMPANY OF AMERICA
RESULTS OF OPERATIONS

2012 2011 2010
------ ------ ------
(IN MILLIONS)

REVENUES
Universal life and investment-type product policy fee income..................... $ 117 $ 123 $ 122
Premiums......................................................................... 32 42 39
Net investment income (loss)..................................................... 110 116 119
Investment gains (losses), net:
Total other-than-temporary impairment losses.................................... (7) (2) (56)
Portion of loss recognized in other comprehensive income (loss)................. -- -- 2
------ ------ ------
Net impairment losses recognized.............................................. (7) (2) (54)
Other investment gains (losses), net............................................ 2 1 6
------ ------ ------
Total investment gains (losses), net.......................................... (5) (1) (48)
------ ------ ------
Other income (loss).............................................................. 7 4 8
Increase (decrease) in the fair value of the reinsurance contract asset.......... (2) 7 1
------ ------ ------
Total revenues................................................................ 259 291 241
------ ------ ------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits.......................................................... 103 96 93
Interest credited to policyholders' account balances............................. 61 61 68
Compensation and benefits........................................................ 25 30 32
Commissions...................................................................... 38 33 27
Interest expense................................................................. -- -- 1
Amortization of deferred policy acquisition costs and value of business acquired. (27) (12) 41
Capitalization of deferred policy acquisition costs.............................. (31) (25) (21)
Rent expense..................................................................... 2 3 3
Other operating costs and expenses............................................... 44 29 27
------ ------ ------
Total benefits and other deductions........................................... 215 215 271
------ ------ ------
Earnings (loss), before income taxes............................................. 44 76 (30)
Income tax (expense) benefit..................................................... (6) 1 11
------ ------ ------
Net Earnings (Loss).............................................................. $ 38 $ 77 $ (19)
====== ====== ======

YEAR ENDED DECEMBER 31, 2012 COMPARED TO YEAR ENDED DECEMBER 31, 2011

Net earnings (loss) were $38 million in 2012, a decrease of $39 million from
net earnings (loss) of $77 million in 2011, primarily related to a decrease in
the fair value of the reinsurance contract asset in 2012 as compared to an
increase in 2011, lower investment income on fixed maturities reflecting lower
yields, higher writedowns on fixed maturities, higher policyholders' benefits
and higher other operating costs and expenses partially offset by higher
negative DAC and VOBA amortization.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Income tax expense was $6 million in 2012 as compared to an income tax benefit
of $1 million in 2011. The $7 million higher income tax expense was primarily
related to the absence of the valuation allowance reversal in 2011 partially
offset by lower pre-tax earnings in 2012 compared to 2011. The 2012 income tax
expense was reduced by a $9 million income tax benefit from the conclusion of
the 2004-2007 IRS audit. In 2011, the income tax benefit for MLOA reflected a
release of $19 million of valuation allowance related to prior periods and a $7
million income tax benefit from the settlement of refund claims for tax years
1994-1997.

Earnings (loss) before income taxes were $44 million in 2012, a decrease of $32
million from earnings (loss) before income taxes of $76 million in 2011.

REVENUES. Total revenues in 2012 decreased $32 million to $259 million from
$291 million in 2011, primarily due to lower premiums, lower universal life and
investment-type product policy fee income, a decrease in the fair value of the
reinsurance contract asset as compared to an increase in 2011 and lower
investment income on fixed maturities.

UL and investment-type product policy fee income decreased $6 million in 2012
to $117 million from $123 million in 2011 period primarily due to lower initial
fee liability amortization resulting from updated expectations of lower future
mortality in 2012.

Premiums totaled $32 million in 2012, a decrease of $10 million from $42
million in 2011 primarily related to lower premiums on supplementary contracts
with life contingencies and lower renewals partially offset by higher first
year life premiums.

Net investment income decreased $6 million in 2012 to $110 million from $116
million in 2011 principally due to lower investment income on fixed maturities
reflecting lower yields and lower investment income from mortgage loans on real
estate reflecting the impact of MLOA's sale of its entire portfolio of
agricultural mortgage loans to AXA Equitable in August of 2012.

Investment losses, net increased $4 million in 2012 to $5 million from $1
million in 2011 due to writedowns of $7 million on fixed maturities during 2012
as compared to $1 million of writedowns in 2011, all of which related to
commercial mortgage-backed securities ("CMBS") for both periods, partially
offset by $2 million higher gains on sales of fixed maturities and the $3
million gain recorded on MLOA's sale of its agricultural mortgage loan
portfolio.

Increase (decrease) in the fair value of the reinsurance contract asset
decreased $9 million in 2012 to a decrease of $2 million from an increase of $7
million in 2011; both periods changes reflected existing market conditions and
assumption changes.

BENEFITS AND OTHER DEDUCTIONS. Total benefits and other deductions totaled $215
million in 2012 and 2011, respectively as the impact of negative DAC and VOBA
amortization and higher DAC capitalization were offset by higher operating
costs and expense and increases in policyholder benefits in 2012.

Policyholders' benefits increased $7 million in 2012 to $103 million from $96
million in 2011 primarily due to a $6 million increase in death and annuity
benefit expenses and a $1 million higher increase in GMIB and GMDB reserves in
2012 as compared to 2011.

Compensation and benefits expense decreased $5 million to $25 million in 2012
from $30 million in 2011 due to lower allocated salary expenses reflecting AXA
Financial Group's expense reduction initiatives partially offset by higher
allocated shared based compensation expenses.

Commissions increased $5 million in 2012 to $38 million from $33 million in
2011 due to higher first year commissions on increased sales of life insurance
and annuity products.

Amortization of DAC and VOBA decreased $15 million in 2012 (negative
amortization of $27 million in 2012 as compared to negative amortization of $12
million in 2011) as a result of updated expectations of lower future mortality
assumptions and better lapse experience in annuities and interest
sensitive-life products. The negative amortization in 2011 resulted from
unlocking of assumptions due to better lapse experience in annuities and
interest sensitive-life products.

DAC capitalization totaled $31 million in 2012, an increase of $6 million from
the $25 million reported in 2011. The increase was primarily due to $9 million
capitalization of higher first year commissions partially offset by $3 million
lower capitalization of other expenses.

Other operating costs and expenses, substantially all of which are allocated,
totaled $44 million in 2012, an increase of $15 million from the $29 million
reported in 2011. The increase was primarily due to $6 million higher other
operating costs and expenses (reflecting $3 million higher expenses related to
AXA Technology Services and $1 million higher outsourcing costs), $3 million
higher restructuring costs, $2 million higher depreciation and $2 million
higher consulting and auditing fees.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

YEAR ENDED DECEMBER 31, 2011 COMPARED TO YEAR ENDED DECEMBER 31, 2010

Net earnings (loss) were $77 million in 2011, an increase of $96 million from
net earnings (loss) of $(19) million in 2010, primarily due to negative DAC and
VOBA amortization in 2011 as compared to amortization in 2010 and lower
impairment of fixed maturities in 2011.

Income tax benefit decreased $10 million in 2011 to $1 million as compared to
$11 million in 2010. In first quarter of 2011, management reviewed the
intercompany tax sharing agreement between MLOA and MONY Life and determined
that the valuation allowance previously established on deferred tax assets
related to net operating loss carryforwards was no longer necessary.
Consequently, the tax benefit for MLOA for 2011 reflected a release of $19
million of valuation allowances related to prior periods. MLOA also recognized
a $7 million tax benefit in settlement of refund claims for tax years
1994-1997. These benefits more than offset the tax expense on $76 million of
pre-tax earnings. The tax benefit in 2010 was due to pre-tax losses of $30
million.

Earnings (loss) before income taxes were $76 million in 2011, an increase of
$106 million from the earnings (loss) before income taxes of $(30) million in
2010.

REVENUES. Total revenues in 2011 increased $50 million to $291 million from
$241 million in 2010, primarily due to lower impairments and a higher increase
in the fair value of the reinsurance contract asset in 2011 as compared to 2010.

UL and investment-type product policy fee income increased $1 million in 2011
to $123 million from $122 million in 2010 primarily due to higher initial fee
liability capitalization resulting from the unlocking of assumptions due to
better lapse experience in interest sensitive life products.

Net investment income decreased $3 million in 2011 to $116 million from $119
million in 2010 principally due to lower investment income on fixed maturities.

Investment losses, net decreased $47 million in 2011 to $1 million from $48
million in 2010 due to writedowns of $2 million on fixed maturities during 2011
as compared to $54 million in writedowns in 2010, all of which related to CMBS
for both periods, partially offset by lower gains on sales of fixed maturities.

Increase (decrease) in the fair value of the reinsurance contract asset
increased $6 million in 2011 to $7 million from $1 million in 2010; both
periods changes reflected existing market conditions.

BENEFITS AND OTHER DEDUCTIONS. Total benefits and other deductions in 2011
decreased $56 million to $215 million from $271 million in 2010, primarily due
to negative DAC and VOBA amortization and lower interest credited partially
offset by higher commission expenses.

Policyholders' benefits increased $3 million in 2011 to $96 million from $93
million in 2010 primarily due to a $1 million higher increase in reserves for
supplementary contracts in 2011 as compared to 2010 and a $1 million charge for
unreported death claims in 2011.

Interest credited to policyholders' account balances decreased $7 million in
2011 to $61 million from $68 million in 2010 primarily related to lower fund
values.

Compensation and benefits expense decreased $2 million to $30 million in 2011
from $32 million in 2010 due to lower allocated salary and other benefit
expenses.

Commissions increased $6 million in 2011 to $33 million from $27 million in
2010 due to higher first year commissions on increased sales of life insurance
and annuity products.

Amortization of DAC and VOBA decreased $53 million in 2011 (negative
amortization of $12 million in 2011 as compared to amortization of $41 million
in 2010). The negative amortization in 2011 resulted from unlocking of
assumptions due to better lapse experience in annuities and interest
sensitive-life products. In 2010, revised estimates of future reinsurance costs
and other updates resulted in amortization expense.

PREMIUMS AND DEPOSITS

The market for annuity and life insurance products of the types issued by the
MLOA continues to be dynamic as the global economy and capital markets slowly
recover from significant stress experienced in recent years. As a result,
features and pricing of various products, including but not limited to variable
annuity products, continue to change rapidly, in response to changing customer
preferences, company risk appetites, capital utilization and other factors.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Management continues to evaluate the products sold by MLOA as part of an
ongoing review of products offered by AXA Equitable and AXA Financial's other
insurance subsidiaries with a view towards reducing duplication of products,
improving the quality of the product line-up and enhancing the overall
profitability of AXA Financial Group. Given the impact or effects of the recent
economic disruption, MLOA may offer new and/or different products, and it may
also further revise, suspend or discontinue one or more of its product
offerings as conditions in the marketplace and capital markets develop.

The following table lists the sales for major insurance product lines for 2012,
2011 and 2010. Premiums and deposits are presented net of internal conversions
and are presented gross of reinsurance ceded.

PREMIUMS AND DEPOSITS

2012 2011 2010
------ ------ ------
(IN MILLIONS)

RETAIL:
Annuities
First year................. $ 5 $ 11 $ 5
Renewal.................... 37 35 30
------ ------ ------
42 46 35
Life/ (1) /
First year................. 69 35 31
Renewal.................... 151 151 151
------ ------ ------
220 186 182
Other/ (2) /
First year................. -- 1 1
Renewal.................... 6 6 7
------ ------ ------
6 7 8
------ ------ ------
Total retail............. 268 239 225
------ ------ ------
WHOLESALE:
Annuities
First year................. -- 1 1
Renewal.................... 2 2 1
------ ------ ------
2 3 2
Life/ (1) /
First year................. 11 31 3
Renewal.................... 47 50 50
------ ------ ------
58 81 53
Other....................... 1 1 1
------ ------ ------
Total wholesale.......... 61 85 56
------ ------ ------
Total Premiums and Deposits. $ 329 $ 324 $ 281
====== ====== ======

/(1)/Includes variable, interest-sensitive and traditional life products.
/(2)/Includes reinsurance assumed.

2012 COMPARED TO 2011. Total premiums and deposits for insurance and annuity
products for 2012 were $329 million, a $5 million increase from $324 million in
2011 while total first year premiums and deposits increased $6 million to $85
million in 2012 from $79 million in 2011. First year premiums and deposits for
the life insurance products increased $14 million, primarily due to the $34
million increase in sales of universal life insurance products in the wholesale
channel offset by the $20 million decrease in sales of universal life insurance
products in the retail channel. The annuity line's first year premiums and
deposits decreased $6 million to $5 million principally due to the decrease in
supplementary contract sales, substantially all in the retail channel.

2011 COMPARED TO 2010. Total premiums and deposits for insurance and annuity
products for 2011 were $324 million, a $43 million increase from $281 million
in 2010 while total first year premiums and deposits increased $38 million to
$79 million in 2011 from $41 million in 2010.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

First year premiums and deposits for the life insurance products increased $32
million, primarily due to the $28 million and $4 million respective increase in
sales of universal life insurance products in the wholesale and retail
channels. The annuity line's first year premiums and deposits increased $6
million to $11 million principally due to the $6 million increase in
supplementary contract sales, substantially all in the retail channel.

SURRENDERS AND WITHDRAWALS.

The following table presents surrender and withdrawal amounts and rates for
major insurance product lines. Annuity surrenders and withdrawals are presented
net of internal replacements.

SURRENDERS AND WITHDRAWALS

RATES/(1)/
----------------
2012 2011 2010 2012 2011 2010
------ ------ ------ ---- ---- ----
(DOLLARS IN MILLIONS)

Annuities............................... $ 207 $ 266 $ 296 15.9% 17.9% 17.5%
Variable and interest-sensitive life.... 71 92 121 4.8% 6.0% 7.7%
------ ------ ------
Total................................... $ 278 $ 358 $ 417
====== ====== ======

/(1)/Surrender rates are based on the average surrenderable future policy
benefits and/or policyholders' account balances for the related policies
and contracts in force during each year.

2012 COMPARED TO 2011. Surrenders and withdrawals decreased $80 million, from
$358 million in 2011 to $278 million for 2012. There was a decrease of $59
million and $21 million, respectively, for individual annuities and variable
and interest sensitive life insurance surrenders withdrawals. The annualized
annuities surrender rate decreased to 15.9% in 2012 from 17.9% in 2011. The
variable and interest sensitive life products' annualized surrender rate for
2012 and 2011 was 4.8% and 6.0%, respectively.

2011 COMPARED TO 2010. Surrenders and withdrawals decreased $59 million, from
$417 million in 2010 to $358 million for 2011. There was a decrease of $30
million and $29 million, respectively, for individual annuities and variable
and interest sensitive life insurance surrenders withdrawals. The annualized
annuities surrender rate increased to 17.9% in 2011 from 17.5% in 2010. The
variable and interest sensitive life products' annualized surrender rate for
2011 and 2010 was 6.0% and 7.7%, respectively.

GENERAL ACCOUNT INVESTMENT PORTFOLIO

The General Account Investment Assets ("GAIA") portfolio consists of a
well-diversified portfolio of public and private fixed maturities, commercial
and agricultural mortgages and other loans and other invested assets.

The General Accounts' portfolios and investment results support the insurance
and annuity liabilities of MLOA's business operations. The following table
reconciles the balance sheet asset amounts to GAIA.

GENERAL ACCOUNT INVESTMENT ASSETS
DECEMBER 31, 2012
BALANCE
SHEET TOTAL OTHER/(1)/ GAIA
BALANCE SHEET CAPTIONS: ----------- --------- --------
(IN MILLIONS)

Fixed maturities, available for sale, at fair value. $ 2,026 $ 136 $ 1,890
Mortgage loans on real estate....................... 45 -- 45
Policy Loans........................................ 137 (2) 139
Other invested assets............................... 71 69 2
---------- -------- --------
Total investments.................................. 2,279 203 2,076
Cash and cash equivalents........................... 151 11 140
---------- -------- --------
Total............................................... $ 2,430 $ 214 $ 2,216
========== ======== ========

/(1)/Assets listed in the "Other" category principally consist of MLOA's loans
to affiliates and other miscellaneous assets and loans from affiliates and
other miscellaneous liabilities related to GAIA that are reclassified from
various balance sheet lines held in portfolios other than the General
Account which are not managed as part of GAIA, including related accrued
income or expense and certain reclassifications and, for fixed maturities,
the reversal of net unrealized gains (losses). The "Other" category is
deducted in arriving at GAIA.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

INVESTMENT RESULTS OF GENERAL ACCOUNT INVESTMENT ASSETS

The following table summarizes investment results by asset category for the
periods indicated.

2012 2011 2010
---------------- ---------------- ----------------
YIELD AMOUNT Yield Amount Yield Amount
----- -------- ----- -------- ----- --------
(DOLLARS IN MILLIONS)

FIXED MATURITIES:
Investment grade................
Income (loss)................. 4.95% $ 87 5.36% $ 90 5.36% $ 91
Ending assets................. 1,763 1,728 1,667
Below investment grade..........
Income........................ 6.83% 9 7.59% 12 6.88% 15
Ending assets................. 127 152 182
MORTGAGES:
Income (loss)................. 10.30% 10 7.97% 10 7.15% 10
Ending assets................. 45 125 142
POLICY LOANS:
Income........................ 5.84% 8 6.12% 8 6.31% 8
Ending assets................. 139 136 134
CASH AND SHORT-TERM INVESTMENTS:
Income........................ 0.14% -- 0.11% -- 0.22% --
Ending assets................. 140 50 77
OTHER INVESTED ASSETS:
Income........................ -- -- --
Ending assets................. 2 2 2
TOTAL INVESTED ASSETS:
-------- -------- --------
Income........................ 4.91% 114 5.57% 120 5.45% 124
Ending Assets................. 2,216 2,193 2,204
DEBT AND OTHER:
Interest expense and other.... -- -- 7.49% (1)
Ending assets (liabilities)... -- -- --

TOTAL:
-------- -------- --------
Investment income............. 5.24% 114 5.60% 120 5.54% 123
Less: investment fees......... (0.11)% (2) (0.11)% (2) (0.12)% (3)
----- ======== ----- ======== ----- ========
Investment Income, Net........ 5.13% $ 112 5.49% $ 118 5.42% $ 120
======== ======== ========
ENDING NET ASSETS $ 2,216 $ 2,193 $ 2,204
======== ======== ========

FIXED MATURITIES

The fixed maturity portfolio consists largely of investment grade corporate
debt securities and includes significant amounts of U.S. government and agency
obligations. At December 31, 2012, 75.8% of the fixed maturity portfolio was
publicly traded. At December 31, 2012, GAIA held CMBS with an amortized cost of
$57 million. The General Account had no direct exposure to the sovereign debt
of Italy, Greece, Portugal, Spain and the Republic of Ireland.

FIXED MATURITIES BY INDUSTRY

The General Accounts' fixed maturities portfolios include publicly-traded and
privately-placed corporate debt securities across an array of industry
categories.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table sets forth these fixed maturities by industry category as
of the dates indicated along with their associated gross unrealized gains and
losses.

FIXED MATURITIES BY INDUSTRY/(1)/

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
(IN MILLIONS)

AT DECEMBER 31, 2012:
Corporate Securities:
Finance.......................... $ 343 $ 36 $ -- $ 379
Manufacturing.................... 506 57 -- 563
Utilities........................ 255 25 1 279
Services......................... 201 24 -- 225
Energy........................... 98 12 -- 110
Retail and wholesale............. 90 9 -- 99
Transportation................... 60 4 -- 64
Other............................ -- -- -- --
-------- ------- ------- ---------
Total corporate securities...... 1,553 167 1 1,719
-------- ------- ------- ---------
U.S. government.................... 106 7 -- 113
Commercial mortgage-backed......... 57 5 27 35
Residential mortgage-backed/(2)/... 19 1 -- 20
Preferred stock.................... 97 2 1 98
State & municipal.................. 25 3 -- 28
Foreign governments................ 2 -- -- 2
Asset-backed securities............ 9 2 -- 11
-------- ------- ------- ---------
Total.............................. $ 1,868 $ 187 $ 29 $ 2,026
======== ======= ======= =========

At December 31, 2011:
Corporate Securities:
Finance.......................... $ 346 $ 22 $ 5 $ 363
Manufacturing.................... 470 54 -- 524
Utilities........................ 275 24 2 297
Services......................... 223 22 1 244
Energy........................... 95 10 -- 105
Retail and wholesale............. 85 9 -- 94
Transportation................... 60 6 -- 66
-------- ------- ------- ---------
Total corporate securities...... 1,554 147 8 1,693
-------- ------- ------- ---------
U.S. government.................... 99 6 -- 105
Commercial mortgage-backed......... 63 -- 34 29
Residential mortgage-backed/(2)/... 26 2 -- 28
Preferred stock.................... 81 -- 5 76
State & municipal.................. 21 1 -- 22
Foreign governments................ 4 -- -- 4
Asset-backed securities............ 9 1 -- 10
-------- ------- ------- ---------
Total.............................. $ 1,857 $ 157 $ 47 $ 1,967
======== ======= ======= =========

/(1)/Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications
by industry for all other holdings.
/(2)/Includes publicly traded agency pass-through securities and collateralized
mortgage obligations.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

FIXED MATURITIES CREDIT QUALITY

The Securities Valuation Office ("SVO") of the National Association of
Insurance Commissioners ("NAIC"), evaluates the investments of insurers for
regulatory reporting purposes and assigns fixed maturity securities to one of
six categories ("NAIC Designations"). NAIC designations of "1" or "2" include
fixed maturities considered investment grade, which include securities rated
Baa3 or higher by Moody's or BBB- or higher by Standard & Poor's. NAIC
Designations of "3" through "6" are referred to as below investment grade,
which include securities rated Ba1 or lower by Moody's and BB+ or lower by
Standard & Poor's. As a result of time lags between the funding of investments,
the finalization of legal documents and the completion of the SVO filing
process, the fixed maturity portfolio generally includes securities that have
not yet been rated by the SVO as of each balance sheet date. Pending receipt of
SVO ratings, the categorization of these securities by NAIC designation is
based on the expected ratings indicated by internal analysis.

The amortized cost of the General Accounts' public and private below investment
grade fixed maturities totaled $113 million, or 6.0%, of the total fixed
maturities at December 31, 2012 and $140 million, or 7.5%, of the total fixed
maturities at December 31, 2011. Gross unrealized losses on public and private
fixed maturities decreased from $47 million in 2011 to $29 million in 2012.
Below investment grade fixed maturities represented 44.8% and 48.9% of the
gross unrealized losses at December 31, 2012 and 2011, respectively. For
public, private and corporate fixed maturity categories, gross unrealized gains
were higher and gross unrealized losses were lower in 2012 than in the prior
year.

PUBLIC FIXED MATURITIES CREDIT QUALITY. The following table sets forth the
General Accounts' public fixed maturities portfolios by NAIC rating at the
dates indicated.

PUBLIC FIXED MATURITIES

GROSS GROSS
NAIC AMORTIZED UNREALIZED UNREALIZED
DESIGNATION/(1)/ RATING AGENCY EQUIVALENT COST GAINS LOSSES FAIR VALUE
---------------------- ------------------------ ---------- ----------- ----------- -----------
(IN MILLIONS)

AT DECEMBER 31, 2012:
1 Aaa, Aa, A............... $ 838 $ 95 $ -- $ 933
2 Baa...................... 522 46 1 567
---------- ----------- ----------- -----------
Investment grade......... 1,360 141 1 1,500
---------- ----------- ----------- -----------
3 Ba....................... 37 2 -- 39
4 B........................ 10 -- 1 9
5 C and lower.............. 8 -- 1 7
6 In or near default....... 1 1 -- 2
---------- ----------- ----------- -----------
Below investment grade... 56 3 2 57
---------- ----------- ----------- -----------
Total........................................... $ 1,416 $ 144 $ 3 $ 1,557
========== =========== =========== ===========
At December 31, 2011:
1 Aaa, Aa, A............... $ 848 $ 84 $ 3 $ 929
2 Baa...................... 492 37 2 527
---------- ----------- ----------- -----------
Investment grade......... 1,340 121 5 1,456
---------- ----------- ----------- -----------
3 Ba....................... 50 1 1 50
4 B........................ 13 -- 1 12
5 C and lower.............. 7 -- 2 5
6 In or near default....... 6 1 2 5
---------- ----------- ----------- -----------
Below investment grade... 76 2 6 72
---------- ----------- ----------- -----------
Total........................................... $ 1,416 $ 123 $ 11 $ 1,528
========== =========== =========== ===========

/(1)/At December 31, 2012 and 2011, no securities had been categorized based on
expected NAIC designation pending receipt of SVO ratings.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

PRIVATE FIXED MATURITIES CREDIT QUALITY. The following table sets forth the
General Accounts' private fixed maturities portfolios by NAIC rating at the
dates indicated.

PRIVATE FIXED MATURITIES

AT DECEMBER 31, 2012:
1 Aaa, Aa, A............... $ 177 $ 21 $ 14 $ 184
2 Baa...................... 218 20 1 237
-------- ---------- ----------- ------------
Investment grade......... 395 41 15 421
-------- ---------- ----------- ------------
3 Ba....................... 20 -- 1 19
4 B........................ 14 -- 2 12
5 C and lower.............. 4 -- 2 2
6 In or near default....... 19 2 6 15
-------- ---------- ----------- ------------
Below investment grade... 57 2 11 48
-------- ---------- ----------- ------------
Total........................................... $ 452 $ 43 $ 26 $ 469
======== ========== =========== ============

At December 31, 2011:
1 Aaa, Aa, A............... $ 168 $ 17 $ 15 $ 170
2 Baa...................... 209 15 4 220
-------- ---------- ----------- ------------
Investment grade......... 377 32 19 390
-------- ---------- ----------- ------------
3 Ba....................... 36 1 4 33
4 B........................ 6 -- 2 4
5 C and lower.............. 4 -- 2 2
6 In or near default....... 18 1 9 10
-------- ---------- ----------- ------------
Below investment grade... 64 2 17 49
-------- ---------- ----------- ------------
Total........................................... $ 441 $ 34 $ 36 $ 439
======== ========== =========== ============

/(1)/Includes no securities, as of December 31, 2012 and 2011, that have been
categorized based on expected NAIC designation pending receipt of SVO
ratings.

CORPORATE FIXED MATURITIES CREDIT QUALITY. The following table sets forth the
General Accounts' public and private holdings of corporate fixed maturities by
NAIC rating at the dates indicated.

CORPORATE FIXED MATURITIES

GROSS GROSS
NAIC AMORTIZED UNREALIZED UNREALIZED
DESIGNATION RATING AGENCY EQUIVALENT COST GAINS LOSSES FAIR VALUE
---------------------- ------------------------ ---------- ---------- ---------- -----------
(IN MILLIONS)

AT DECEMBER 31, 2012:
1 Aaa, Aa, A............... $ 833 $ 99 $ -- $ 932
2 Baa...................... 662 64 -- 726
---------- --------- ---------- -----------
Investment grade......... 1,495 163 -- 1,658
---------- --------- ---------- -----------
3 Ba....................... 44 2 -- 46
4 B........................ 11 -- 1 10
5 C and lower.............. 2 -- -- 2
6 In or near default....... 1 2 -- 3
---------- --------- ---------- -----------
Below investment grade... 58 4 1 61
---------- --------- ---------- -----------
Total........................................... $ 1,553 $ 167 $ 1 $ 1,719
========== ========= ========== ===========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Gross Gross
NAIC Amortized Unrealized Unrealized
Designation Rating Agency Equivalent Cost Gains Losses Fair Value
---------------------- ------------------------ --------- ---------- ---------- ----------
(In Millions)

At December 31, 2011:
1 Aaa, Aa, A............... $ 820 $ 93 $ 2 $ 911
2 Baa...................... 665 52 4 713
-------- -------- --------- --------
Investment grade......... 1,485 145 6 1,624
-------- -------- --------- --------
3 Ba....................... 58 1 1 58
4 B........................ 8 -- 1 7
5 C and lower.............. 2 -- -- 2
6 In or near default....... 1 1 -- 2
-------- -------- --------- --------
Below investment grade... 69 2 2 69
-------- -------- --------- --------
Total........................................... $ 1,554 $ 147 $ 8 $ 1,693
======== ======== ========= ========

ASSET-BACKED SECURITIES

At December 31, 2012, the amortized cost and fair value of asset backed
securities held were $9 million and $11 million, respectively; at December 31,
2011, those amounts were $9 million and $10 million, respectively. At
December 31, 2012, the amortized cost and fair value of asset backed securities
collateralized by sub-prime mortgages were $4 million and $6 million,
respectively. At the same date, the amortized cost and fair value of asset
backed securities collateralized by non-subprime mortgages were $0 million and
$0 million, respectively.

COMMERCIAL MORTGAGE-BACKED SECURITIES

In recent years, weakness in commercial real estate fundamentals, along with an
overall decrease in liquidity and availability of capital, led to a very
difficult refinancing environment and an increase in overall delinquency rates
on commercial mortgages on properties, except for highly desirable properties
in select markets.

The following table sets forth the amortized cost and fair value of the
Company's commercial mortgage-backed securities at the dates indicated by
credit quality and by year of issuance (vintage).

COMMERCIAL MORTGAGE-BACKED SECURITIES

DECEMBER 31, 2012
------------------------------
MOODY'S AGENCY RATING
------------------------------ TOTAL TOTAL
BA AND DECEMBER 31, DECEMBER 31,
AAA AA A BAA BELOW 2012 2011
VINTAGE ----- ----- ----- ----- ------ ------------ ------------
(IN MILLIONS)

At amortized cost:
2004.............. $ -- $ -- $ -- $ -- $ -- $ -- $ --
2005.............. -- -- -- 2 21 23 24
2006.............. -- -- -- -- 14 14 14
2007.............. -- -- -- -- 20 20 25
----- ----- ----- ----- ----- ----------- -----------
Total CMBS......... $ -- $ -- $ -- $ 2 $ 55 $ 57 $ 63
===== ===== ===== ===== ===== =========== ===========

At fair value:
2004.............. $ -- $ -- $ -- $ -- $ -- $ -- $ --
2005.............. -- -- -- 2 16 18 17
2006.............. -- -- -- -- 5 5 4
2007.............. -- -- -- -- 12 12 8
----- ----- ----- ----- ----- ----------- -----------
Total CMBS......... $ -- $ -- $ -- $ 2 $ 33 $ 35 $ 29
===== ===== ===== ===== ===== =========== ===========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MORTGAGES

INVESTMENT MIX

At December 31, 2012 approximately 2.2% of GAIA were in commercial mortgage
loans and at December 31, 2011 approximately 5.8% of GAIA were in commercial
and agricultural mortgage loans. The table below shows the composition of the
commercial and agricultural mortgage loan portfolio, before the loss allowance,
as of the dates indicated.

DECEMBER 31, 2012 December 31, 2011
----------------- -----------------
(IN MILLIONS)

Commercial mortgage loans... $ 49 $ 80
Agricultural mortgage loans. -- $ 47
--------------- --------------
Total Mortgage Loans........ $ 49 $ 127
=============== ==============

In August 2012, MLOA sold its entire portfolio of agricultural mortgage loans
on real estate to AXA Equitable Life Insurance Company ("AXA Equitable"), an
affiliate.

The investment strategy for the mortgage loan portfolio emphasizes
diversification by property type and geographic location with a primary focus
on asset quality. The tables below show the breakdown of the amortized cost of
the General Accounts investments in mortgage loans by geographic region and
property type as of the dates indicated.

MORTGAGE LOANS BY REGION AND PROPERTY TYPE

DECEMBER 31, 2012 December 31, 2011
------------------------ ------------------------
AMORTIZED COST % OF TOTAL Amortized Cost % of Total
-------------- ---------- -------------- ----------
(DOLLARS IN MILLIONS)

BY REGION:
U.S. Regions:
Pacific.............. $ 28 57.2% $ 76 59.5%
West South Central... 10 20.4 12 9.3
South Atlantic....... 7 14.3 9 7.4
East South Central... 3 6.1 3 2.4
East North Central... 1 2.0 14 10.6
Mountain............. -- -- 11 8.7
West North Central... -- -- 3 2.1
------------ --------- ----------- ---------
Total Mortgage Loans.... $ 49 100.0% $ 128 100.0%
============ ========= =========== =========

BY PROPERTY TYPE:
Industrial buildings.... $ 39 79.6% $ 31 24.3%
Retail stores........... 6 12.2 13 10.2
Hospitality............. 4 8.2 5 3.9
Office buildings........ -- -- 10 7.8
Apartment complexes..... -- -- 21 16.5
Agricultural properties. -- -- 48 37.3
------------ --------- ----------- ---------
Total Mortgage Loans.... $ 49 100.0% $ 128 100.0%
============ ========= =========== =========

At December 31, 2012, the General Account investments in commercial mortgage
loans had a weighted average loan-to-value ratio of 75.0% while the
agricultural mortgage loans weighted average loan-to-value ratio was 0.0%.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MORTGAGE LOANS BY LOAN-TO-VALUE AND DEBT SERVICE COVERAGE RATIOS
DECEMBER 31, 2012

DEBT SERVICE COVERAGE RATIO/(1)/
-----------------------------------------------
LESS TOTAL
GREATER 1.8X TO 1.5X TO 1.2X TO 1.0X TO THAN MORTGAGE
THAN 2.0X 2.0X 1.8X 1.5X 1.2X 1.0X LOANS
LOAN-TO-VALUE RATIO --------- ------- ------- ------- ------- ----- --------
(IN MILLIONS)

0% - 50%.......................... $ 4 $ -- $ 17 $ -- $ 12 $ -- $33
50% - 70%......................... -- -- -- 6 -- -- 6
70% - 90%......................... -- -- -- -- -- -- --
90% plus.......................... 10 -- -- -- -- -- 10
------- ----- ----- ----- ----- ----- -----
Total Commercial and Agricultural
Mortgage Loans $ 14 $ -- $ 17 $ 6 $ 12 $ -- $ 49
======= ===== ===== ===== ===== ===== =====

/(1)/The debt service coverage ratio is calculated using actual results from
property operations.

The tables below show the breakdown of the commercial mortgage loans by year of
origination at December 31, 2012.

MORTGAGE LOANS BY YEAR OF ORIGINATION

DECEMBER 31, 2012
-------------------------
AMORTIZED COST % OF TOTAL
YEAR OF ORIGINATION -------------- -----------
(DOLLARS IN MILLIONS)

2007 and prior....... $ 49 100.0%
------------- ---------
Total Mortgage Loans. $ 49 100.0%
============= =========

At December 31, 2012 and 2011, respectively, $0 million and $0 million of
mortgage loans were classified as problem loans while $10 million and $10
million were classified as potential problem loans. There were no loans in the
restructured category at either date.

Valuation allowances for the commercial mortgage loan portfolio were related to
loan specific reserves. The following table sets forth the change in valuation
allowances for the commercial mortgage loan portfolio as of the dates
indicated. There were no valuation allowances for agricultural mortgages at
December 31, 2012 and 2011.

2012 2011
------ ------
(IN MILLIONS)

Balances, beginning of year. $ 3 $ 2
Provision.................. 1 1
------ ------
Balances, End of Year....... $ 4 $ 3
====== ======

OTHER EQUITY INVESTMENTS

At December 31, 2012, private equity partnerships, hedge funds and real-estate
related partnerships were 50.0% of total other equity investments. These
interests, which represent 0.1% of GAIA, consist of a diversified portfolio of
Leveraged Buyout ("LBO"), mezzanine, venture capital and other alternative
limited partnerships, diversified by sponsor, fund and vintage year. The
portfolio is actively managed to control risk and generate investment returns
over the long term. Portfolio returns are sensitive to overall market
developments.

OTHER EQUITY INVESTMENTS - CLASSIFICATIONS

DECEMBER 31, 2012 December 31, 2011
----------------- -----------------
(IN MILLIONS)

Common stock............................. $ 1 $ 1
Joint ventures and limited partnerships:
Private equity.......................... 1 1
------------ ------------
Total Other Equity Investments........... $ 2 $ 2
============ ============

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

REALIZED INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) are generated from numerous sources,
including the sale of fixed maturity securities, equity securities, investments
in limited partnerships and other types of investments, as well as adjustments
to the cost basis of investments for OTTI. Realized investment gains (losses)
are also generated from prepayment premiums received on private fixed maturity
securities, recoveries of principal on previously impaired securities,
provisions for losses on commercial mortgage and other loans and fair value
changes on commercial mortgage loans carried at fair value.

The following table sets forth "Realized investment gains (losses), net," for
the years indicated:

REALIZED INVESTMENT GAINS (LOSSES), NET

2012 2011 2010
----- ----- ------
(IN MILLIONS)

Fixed maturities. $ (5) $ (2) $ (47)
Other............ 2 (1) 1
----- ----- ------
Total............ $ (3) $ (3) $ (46)
===== ===== ======

The following table further describes realized gains (losses), net for Fixed
maturities:

FIXED MATURITIES
REALIZED INVESTMENT GAINS (LOSSES), NET

2012 2011 2010
----- ----- ------
(IN MILLIONS)

Gross realized investment gains:
Gross gains on sales and maturities............................ $ 3 $ 2 $ 10
----- ----- ------
Total gross realized investment gains........................ 3 2 10
----- ----- ------
Gross realized investment losses:
Other-than-temporary impairments recognized in earnings (loss). (7) (2) (54)
Gross losses on sales and maturities........................... (1) (2) (3)
----- ----- ------
Total gross realized investment losses....................... (8) (4) (57)
----- ----- ------
Total........................................................... $ (5) $ (2) $ (47)
===== ===== ======

The following table sets forth, for the periods indicated, the composition of
other-than-temporary impairments recorded in Earnings (loss) by asset type.

OTHER-THAN-TEMPORARY IMPAIRMENTS RECORDED IN EARNINGS (LOSS)/(1)/

2012 2011 2010
----- ----- ------
(IN MILLIONS)

Fixed Maturities:
Public fixed maturities............. $ (1) $ (1) $ (6)
Private fixed maturities............ (6) (1) (48)
----- ----- ------
Total fixed maturities securities. $ (7) $ (2) $ (54)
===== ===== ======

/(1)/For 2012, 2011 and 2010, respectively, excludes $0 million, $0 million and
$2 million of OTTI recorded in OCI, representing any difference between
the fair value of the impaired debt security and the net present value of
its projected future cash flows at the time of impairment.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

At December 31, 2012 and 2011, respectively, the $7 million and $2 million in
OTTI on fixed maturities recorded in income were due to credit events or
adverse conditions of the respective issuer. In these situations, management
believes such circumstances have caused, or will lead to, a deficiency in the
contractual cash flows related to the investment. The amount of the impairment
recorded in earnings (loss) is the difference between the amortized cost of the
debt security and the net present value of its projected future cash flows
discounted at the effective interest rate implicit in the debt security prior
to impairment.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

MLOA's principal sources of cash flows are premiums and charges on policies and
contracts, investment income, repayments of principal and proceeds from sales
of fixed maturities and other General Account Investment Assets and capital
contributions from MONY Life. Liquidity management is focused around a
centralized funds management process. This centralized process includes the
monitoring and control of cash flow associated with policyholder receipts and
disbursements and General Account portfolio principal, interest and investment
activity. Funds are managed through a banking system designed to reduce float
and maximize funds availability.

In addition to gathering and analyzing information on funding needs, the
Company has a centralized process for both investing short-term cash and
borrowing funds to meet cash needs. In general, the short-term investment
positions have a maturity profile of 1-7 days with considerable flexibility as
to availability.

MLOA's liquidity requirements principally relate to the payment of benefits
under its various life insurance and annuity products, cash payments in
connection with policy surrenders, withdrawals and loans and payment of its
operating expenses, including payments to affiliates in connection with service
agreements.

In managing the liquidity of MLOA's business, management also considers the
risk of policyholder and contractholder withdrawals of funds earlier than
assumed when selecting assets to support these contractual obligations.
Surrender charges and other contract provisions are used to mitigate the
extent, timing and profitability impact of withdrawals of funds by customers
from annuity contracts and deposit liabilities. The following table sets forth
withdrawal characteristics of MLOA's General Account annuity reserves and
deposit liabilities (based on statutory liability values) as of the dates
indicated.

GENERAL ACCOUNTS ANNUITY RESERVES AND DEPOSIT LIABILITIES

DECEMBER 31, 2012 December 31, 2011
------------------- --------------------
AMOUNT % OF TOTAL Amount % of Total
-------- ---------- -------- -----------
(DOLLARS IN MILLIONS)

Not subject to discretionary withdrawal provisions...................... $ 99 7.0% $ 103 6.9%
Subject to discretionary withdrawal, with adjustment:
With market value adjustment........................................... 998 70.9 1,082 72.2
Subject to discretionary withdrawal at contract value with no surrender
charge or surrender charge of less than 5%............................ 310 22.1 313 20.9
-------- -------- -------- --------
Total Annuity Reserves And Deposit Liabilities.......................... $ 1,407 100.0% $ 1,498 100.0%
======== ======== ======== ========

ANALYSIS OF STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2012 AND 2011

Cash and cash equivalents were $151 million at December 31, 2012 an increase of
$90 million from $61 million at December 31, 2011.

Net cash used in operating activities was $49 million in 2012 as compared to
$23 million in 2011. Cash flows from operating activities include such sources
as premiums and investment income offset by such uses as life insurance benefit
payments, compensation reimbursements to affiliates and other cash expenditures.

Net cash provided by investing activities was $57 million in 2012 as compared
to net cash used in investing activities of $23 million in 2011. The change was
principally due to net sales of $65 million in 2012 as compared to net
purchases of $17 million in 2011.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Net cash provided by financing activities was $82 million in 2012 as compared
to $15 million in 2011. The impact of the net deposits to policyholders'
account balances was $82 million in 2012 as compared to net withdrawals to
policyholders' account balances of $15 million in 2011.

YEARS ENDED DECEMBER 31, 2011 AND 2010

Cash and cash equivalents of $61 million at December 31, 2011 decreased $31
million from $92 million at December 31, 2010.

Net cash used by operating activities was $23 million in 2011 as compared to
$10 million in 2010. Cash flows from operating activities include such sources
as premiums and investment income offset by such uses as life insurance benefit
payments, compensation reimbursements to affiliates and other cash expenditures.

Net cash used in investing activities was $23 million in 2011 as compared to
net cash provided by investing activities of $111 million in 2010. The change
was principally due net purchases of $17 million in 2011 as compared to net
sales of $19 million in 2010.

Net cash provided by financing activities was $15 million in 2011 as compared
to net cash used in financing activities of $66 million in 2010. The impact of
the net deposits to policyholders' account balances was $15 million in 2011 as
compared to net withdrawals to policyholders' account balances of $46 million
in 2010.

SOURCES OF LIQUIDITY

MLOA's primary source of short-term liquidity to support its insurance
operations is a pool of highly liquid, high quality short-term instruments
structured to provide liquidity in excess of the expected cash requirements. At
December 31, 2012, this asset pool included an aggregate of $139 million in
highly liquid short-term investments, as compared to $50 million at
December 31, 2011. In addition, a substantial portfolio of public bonds
including U.S. Treasury and agency securities and other investment grade fixed
maturities is available to meet MLOA's liquidity needs.

OFF BALANCE SHEET TRANSACTIONS

At December 31, 2012 and 2011, MLOA was not a party to any off balance sheet
transactions.

STATUTORY REGULATION, CAPITAL AND DIVIDENDS

MLOA is subject to the regulatory capital requirements of Arizona, which are
designed to monitor capital adequacy. The level of an insurer's required
capital is impacted by many factors including, but not limited to, business
mix, product design, sales volume, invested assets, liabilities, reserves and
movements in the capital markets, including interest rates and equity markets.
As of December 31, 2012, the total adjusted capital of MLOA was in excess of
Arizona's regulatory capital requirements.

Management monitors its regulatory capital requirements on an ongoing basis
taking into account the prevailing conditions in the capital markets. Lower
interest rates and/or poor equity market performance, both of which have been
experienced recently, increase the reserve requirements and capital needed to
support the variable annuity guarantee business. While future capital
requirements will depend on future market conditions, management believes that
MLOA will continue to have the ability to meet the capital requirements
necessary to support its business. For additional information, see "Risk
Factors".

For 2012, 2011 and 2010, respectively, MLOA's statutory net income (loss)
totaled $33 million, $35 million and $(19) million. Statutory surplus, capital
stock and Asset Valuation Reserve totaled $295 million and $225 million at
December 31, 2012 and 2011, respectively.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

SUPPLEMENTARY INFORMATION

A schedule of future payments under certain of MLOA's contractual obligations
follows:

CONTRACTUAL OBLIGATIONS - DECEMBER 31, 2012

PAYMENTS DUE BY PERIOD
-----------------------------------------
LESS THAN OVER
TOTAL 1 YEAR 1 -3 YEARS 4 -5 YEARS 5 YEARS
-------- --------- ---------- ---------- ---------
(IN THOUSANDS)

Contractual obligations:
Policyholders liabilities - policyholders' account balances,
future policy benefits and other policyholder
liabilities/(1)/........................................... $ 3,564 $ 213 $ 350 $ 290 $ 2,711
-------- ------- --------- --------- ---------
Total Contractual Obligations................................ $ 3,564 $ 213 $ 350 $ 290 $ 2,711
======== ======= ========= ========= =========

/(1)/Policyholders liabilities represent estimated cash flows out of the
General Account related to the payment of death and disability claims,
policy surrenders and withdrawals, annuity payments, minimum guarantees on
Separate Account funded contracts, matured endowments, policyholder
dividends and future renewal premium-based and fund-based commissions
offset by contractual future premiums and deposits on in-force contracts.
These estimated cash flows are based on mortality, morbidity and lapse
assumptions comparable with the MLOA experience and assume market growth
and interest crediting consistent with assumptions used in amortizing DAC
and VOBA. These amounts are undiscounted and, therefore, exceed the
Policyholders' account balances and Future policy benefits and other
policyholder liabilities included in the balance sheet included elsewhere
herein. They do not reflect projected recoveries from reinsurance
agreements. Due to the use of assumptions, actual cash flows will differ
from these estimates (see "Critical Accounting Estimates - Future Policy
Benefits"). Separate Accounts liabilities have been excluded as they are
legally insulated from General Account obligations and will be funded by
cash flows from Separate Accounts assets.

Unrecognized tax benefits of $5 million were not included in the above table
because it is not possible to make reasonably reliable estimates of the
occurrence or timing of cash settlements with the respective taxing
authorities.

In addition, MLOA has financial obligations under contingent commitments at
December 31, 2012 including guarantees or commitments to fund private fixed
maturities and floating rate commercial mortgages. Information on these
contingent commitments can be found in Notes 5, 8 and 12 of Notes to
Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

MLOA's operations are subject to financial, market, political and economic
risks, as well as to risks inherent in its business operations. The
discussion that follows provides additional information on market risks
arising from its insurance asset/liability management activities. Primary
market risk exposure results from interest rate fluctuations and changes in
credit quality.

MLOA's results of operations significantly depend on profit margins between
investment results from General Account Investment Assets and interest
credited on individual insurance and annuity products. Management believes
its fixed rate liabilities should be supported by a portfolio principally
composed of fixed rate investments that generate predictable, steady rates
of return. Although these assets are purchased for long-term investment, the
portfolio management strategy considers them available for sale in response
to changes in market interest rates, changes in prepayment risk, changes in
relative values of asset sectors and individual securities and loans,
changes in credit quality outlook and other relevant factors. See the
"Investments" section of Note 2 of Notes to Financial Statements for the
accounting policies for the investment portfolios. The objective of
portfolio management is to maximize returns, taking into account interest
rate and credit risks. Insurance asset/liability management includes
strategies to minimize exposure to loss as interest rates and economic and
market conditions change. As a result, the fixed maturity portfolio has
modest exposure to call and prepayment risk and the vast majority of
mortgage holdings are fixed rate mortgages that carry yield maintenance and
prepayment provisions.

INVESTMENTS WITH INTEREST RATE RISK - FAIR VALUE. MLOA's assets with
interest rate risk include fixed maturities and mortgage loans that make up
87.3% of the carrying value of General Account Investment Assets at
December 31, 2012. As part of its asset/liability management, quantitative
analyses are used to model the impact various changes in interest rates have
on assets with interest rate risk. The table that follows shows the impact
an immediate 100 BP increase in interest rates at December 31, 2012 and 2011
would have on the fair value of fixed maturities and mortgage loans:

DECEMBER 31, 2012 December 31, 2011
---------------------- ----------------------
BALANCE AFTER Balance After
FAIR +100 BP Fair +100 BP
VALUE CHANGE Value Change
-------- ------------- -------- -------------
(IN MILLIONS)

Fixed maturities.............. $ 2,026 $ 1,946 $ 1,967 $ 1,885
Mortgage loans on real estate. 46 46 130 128
-------- -------- -------- --------
Total......................... $ 2,072 $ 1,992 $ 2,097 $ 2,013
======== ======== ======== ========

A 100 BP increase in interest rates is a hypothetical rate scenario used to
demonstrate potential risk; it does not represent management's view of
future market changes. While these fair value measurements provide a
representation of interest rate sensitivity of fixed maturities and mortgage
loans, they are based on various portfolio exposures at a particular point
in time and may not be representative of future market results. These
exposures will change as a result of ongoing portfolio activities in
response to management's assessment of changing market conditions and
available investment opportunities.

LIABILITIES WITH INTEREST RATE RISK - FAIR VALUE. At December 31, 2012 and
2011, respectively, the aggregate carrying value of policyholders'
liabilities were $2,012 million and $1,988 million, approximately $1,825
million and $1,795 million of which liabilities are reactive to interest
rate fluctuations. The aggregate fair values of such contracts at
December 31, 2012 and 2011 were $2,067 million and $2,021 million,
respectively. The impact of a relative 1.0% decrease in interest rates would
be an increase in the fair value of those contracts to $2,145 million and
$2,089 million, respectively. While these fair value measurements provide a
representation of the interest rate sensitivity of policyholders'
liabilities, they are based on the composition of such liabilities at a
particular point in time and may not be representative of future results.

Asset/liability management is integrated into many aspects of MLOA's
operations, including investment decisions, product development and
determination of crediting rates. As part of the risk management process,
numerous economic scenarios are modeled, including cash flow testing
required for insurance regulatory purposes, to determine if existing assets
would be sufficient to meet projected liability cash flows. Key variables
include policyholder behavior, such as persistency, under differing
crediting rate strategies.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

BOARD OF DIRECTORS

The Board currently consists of twelve members, including our Chief Executive
Officer, President, two senior executives of AXA, one senior executive of
AllianceBernstein and seven independent members.

The Board holds regular quarterly meetings, generally in February, May,
September, and November of each year, and holds special meetings or takes
action by unanimous written consent as circumstances warrant. The Board has
standing Executive, Audit, Organization and Compensation, and Investment
Committees, each of which is described in further detail below. Each of the
Directors attended at least 75% of the Board and committee meetings to which he
or she was assigned during 2012.

The current members of our Board are as follows:

MARK PEARSON

Mr. Pearson, age 54, has been a Director of MLOA since January 2011 and has
served as Chairman of the Board and Chief Executive Officer since February
2011. Mr. Pearson also serves as President and Chief Executive Officer of AXA
Financial since February 2011 and as Chairman of the Board and Chief Executive
Officer of AXA Equitable since February 2011. Mr. Pearson is also a member of
the Management and Executive Committees at AXA. Mr. Pearson joined AXA in 1995
with the acquisition of National Mutual Holdings (now AXA Asia Pacific
Holdings) and was appointed Regional Chief Executive of AXA Asia Life in 2001.
In 2008, he became President and Chief Executive Officer of AXA Japan Holding
Co. Ltd. ("AXA Japan") and was appointed a member of the Executive Committee of
AXA. Before joining AXA, Mr. Pearson spent approximately 20 years in the
insurance sector, assuming several senior manager positions at National Mutual
Holdings and Friends Provident. Mr. Pearson is a Fellow of the Chartered
Association of Certified Accountants. Mr. Pearson is also a director of AXA
Financial (since January 2011), MONY Life (since January 2011), AXA Equitable
(since January 2011) and AllianceBernstein Corporation (since February 2011).

Mr. Pearson brings to the Board diverse financial services experience developed
though his service as an executive, including as a Chief Executive Officer, to
AXA Financial, AXA Japan and other AXA affiliates.

ANDREW J. MCMAHON

Mr. McMahon, age 45, has been a Director of MLOA since May 2011 and has served
as President since January 2011. Prior thereto, Mr. McMahon served as Senior
Executive Vice President and President, Financial Protection and Wealth
Management of MLOA. Mr. McMahon also serves as Senior Executive Vice President
and President, Financial Protection and Wealth Management of AXA Financial and
as President of AXA Equitable. Mr. McMahon also served as President of AXA
Financial on an interim basis for the period January 2011 through February
2011. Mr. McMahon has overall responsibility for life insurance manufacturing,
marketing, distribution, business management operations, and in-force
management. He also served as Chairman of AXA Advisors, LLC, the company's
broker/dealer and retail distribution channel from July 2007 through May 2012,
where he has served as a Director since July 2007 and as Chief Financial
Protection and Wealth Management Officer since 2010. Before joining AXA
Equitable in 2005, Mr. McMahon was a principal at McKinsey & Co. and served as
a life insurance practice leader in North America. Prior to McKinsey & Co.,
Mr. McMahon spent several years in management positions with various business
divisions of General Electric Company. Mr. McMahon is a member of the Board of
Directors of The American Council of Life Insurers. Mr. McMahon is also a
director of AXA Financial (since May 2011), MONY Life (since May 2011), AXA
Equitable (since May 2011) and AllianceBernstein Corporation (since April 2012).

Mr. McMahon brings to the Board extensive financial services and insurance
industry experience and key strategic planning, leadership and sales skills
developed as an executive at AXA Equitable, McKinsey & Co. and General Electric
Company.

HENRI DE CASTRIES

Mr. de Castries, age 58, has been a Director of MLOA since July 2004. Mr. de
Castries has also served as Chairman of the Board of AXA Financial since April
1998. Since April 2010, Mr. de Castries has been Chairman of the Board and
Chief Executive Officer of AXA. Mr. de Castries served as the Chairman of the
Management Board of AXA from May 2000 through April 2010. Prior thereto, he
served AXA in various capacities, including Vice Chairman of the AXA Management
Board; Senior Executive Vice President-Financial Services and Life Insurance
Activities in the United States, Germany, the United Kingdom and Benelux from
1996 to 2000; Executive Vice President-Financial Services and Life Insurance
Activities from 1993 to 1996; Corporate Secretary from 1991 to 1993; and
Central Director of Finances from 1989

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

to 1991. Mr. de Castries is a member of the Board of Directors of Nestle S.A.,
where he serves on the Audit Committee. Mr. de Castries is also a director of
AXA Financial (since September 1993), MONY Life (since July 2004), AXA
Equitable (since September 1993), AllianceBernstein Corporation (since October
1993) and various other subsidiaries and affiliates of the AXA Group.

Mr. de Castries brings to the Board his extensive experience as an AXA
executive and, prior thereto, his financial and public sector experience gained
from working in French government. The Board also benefits from his invaluable
perspective as the Chairman and Chief Executive Officer of AXA.

RAMON DE OLIVEIRA

Mr. de Oliveira, age 58, has been a Director of MLOA since May 2011. Since
April 2010, Mr. de Oliveira has been a member of AXA's Board of Directors,
where he serves on the Finance Committee (Chair) and Audit Committee, and from
April 2009 to May 2010, he was a member of AXA's Supervisory Board. He is
currently the Managing Director of the consulting firm Investment Audit
Practice, LLC, based in New York, NY. From 2002 and 2006, Mr. de Oliveira was
an adjunct professor of Finance at Columbia University. Prior thereto, starting
in 1977, he spent 24 years at JP Morgan & Co. where he was Chairman and Chief
Executive Officer of JP Morgan Investment Management and was also a member of
the firm's Management Committee since its inception in 1995. Upon the merger
with Chase Manhattan Bank in 2001, Mr. de Oliveira was the only executive from
JP Morgan & Co. asked to join the Executive Committee of the new firm with
operating responsibilities. Mr. de Oliveira is currently a member of the Board
of Directors of Investment Audit Practice, LLC, the Kauffman Foundation, Fonds
de Dotation du Louvre, Tattinger-Kobrand, Quilvest SA and The Red Cross.
Previously he was a Director of JP Morgan Suisse, American Century Company,
Inc., SunGard Data Systems and The Hartford Insurance Company. Mr. de Oliveira
is also a director of AXA Financial, MONY Life and AXA Equitable since May 2011.

Mr. de Oliveira brings to the Board extensive financial services experience,
and key leadership and analytical skills developed through his roles within the
financial services industry and academia. The Board also benefits from his
perspective as a director of AXA and as a former director of other companies.

DENIS DUVERNE

Mr. Duverne, age 59, has been a Director of MLOA since July 2004. Since April
2010, Mr. Duverne has been the Deputy Chief Executive Officer of AXA, in charge
of Finance, Strategy and Operations and a member of AXA's Board of Directors.
From January 2010 until April 2010, Mr. Duverne was AXA's Management Board
member in charge of Finance, Strategy and Operations. Mr. Duverne was a member
of the AXA Management Board from February 2003 through April 2010. He was Chief
Financial Officer of AXA from May 2003 through December 2009. From January 2000
to May 2003, Mr. Duverne served as Group Executive Vice President-Finance,
Control and Strategy. Mr. Duverne joined AXA as Senior Vice President in 1995.
Mr. Duverne is also a director of AXA Financial (since November 2003), MONY
Life (since July 2004), AXA Equitable (since February 1998), AllianceBernstein
Corporation (since February 1996) and various other subsidiaries and affiliates
of the AXA Group.

Mr. Duverne brings to the Board the highly diverse experience he has garnered
throughout the years from the many key roles he has served for AXA. The Board
also benefits from his invaluable perspective as director and Deputy Chief
Executive Officer of AXA.

BARBARA FALLON-WALSH

Ms. Fallon-Walsh, age 60, has been a Director of MLOA since May 2012. From 2006
to December 2011, Ms. Fallon-Walsh served as Head of Institutional Retirement
Plan Services at The Vanguard Group, Inc. ("Vanguard"). Ms. Fallon-Walsh joined
Vanguard in 1995 and prior to becoming the Head of Institutional Retirement
Plan Services, Ms. Fallon-Walsh served in several executive positions. Prior to
joining Vanguard, Ms. Fallon-Walsh served as Executive Vice President, Bay Area
Region and LA Gold Coast Region at Bank of America Corporation from 1992 to
1995. From 1981 to 1992, Ms. Fallon-Walsh held several management positions at
Security Pacific Corporation, which was acquired by Bank of America in 1992.
Ms. Fallon-Walsh is also a director of AXA Financial, MONY Life and AXA
Equitable since May 2012.

Ms. Fallon-Walsh brings to the Board extensive financial services and general
management expertise through her executive positions at Vanguard and Bank of
America. The Board also benefits from her extensive knowledge of the retirement
business.

DANNY L. HALE

Mr. Hale, age 68, has been a Director of MLOA since May 2010. From January 2003
to March 2008, Mr. Hale served as Senior Vice President and Chief Financial
Officer of The Allstate Corporation. Prior to joining The Allstate Corporation
in January 2003, he was Executive Vice

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

President and Chief Financial Officer of the Promus Hotel Corporation until its
acquisition by the Hilton Hotels Group in 1999. Prior to joining Promus Hotel
Corporation, Mr. Hale was Executive Vice President and Chief Financial Officer
of USF&G Corporation from 1993 to 1998. Mr. Hale joined insurer USF&G
Corporation in 1991 as Executive Vice President of Diversified Insurance &
Investment Operations. Prior thereto, Mr. Hale held various positions with each
of Chase Manhattan Leasing and General Electric Company. Mr. Hale is also a
director of AXA Financial, MONY Life and AXA Equitable since May 2010.

Mr. Hale brings to the Board invaluable expertise as an audit committee
financial expert, and extensive financial services and insurance industry
experience and his general knowledge and experience in financial matters,
including as a Chief Financial Officer.

ANTHONY J. HAMILTON

Mr. Hamilton, age 71, has been a Director of MLOA since May 2006. Since April
2010, Mr. Hamilton has been a member of AXA's Board of Directors, where he
serves on the Audit Committee (Chair) and Compensation and Human Resources
Committee. Prior thereto, he was a member of AXA's Supervisory Board from
January 1996 to April 2010. Mr. Hamilton is also a director of AXA Equity and
Law plc since 1993 and its Non-executive Chairman since 1995 and a director of
AXA UK plc since 1995 and its Non-executive Chairman since September 2000.
Mr. Hamilton joined the investment bank Fox-Pitt, Kelton Limited ("FPK") in
1978. He was a principal shareholder and served as executive chairman of FPK
from 1994 until FPK was acquired by Swiss RE in March 1999. Mr. Hamilton
retired from his executive responsibilities at FPK in 2004. Mr. Hamilton is
currently a director of Tawa plc and is a former director of FPK; Pinault
Printemps Redoute SA; Swiss Re Capital Markets Limited; CX Reinsurance; and
Binley Limited. Mr. Hamilton is also a director of AXA Financial (since
December 1995), MONY Life (since May 2006) and AXA Equitable (since May 2006).

Mr. Hamilton brings to the Board extensive financial services and insurance
industry experience acquired through his years as a senior leader at FPK. The
Board also benefits from his perspective as a director of Tawa plc and AXA and
certain of its other subsidiaries.

PETER S. KRAUS

Mr. Kraus, age 60, has been a Director of MLOA since February 2009. Since
December 2008, Mr. Kraus has served as Chairman of the Board of
AllianceBernstein Corporation and Chief Executive Officer of AllianceBernstein
Corporation, AllianceBernstein and AllianceBernstein Holding. From September
2008 through December 2008, Mr. Kraus served as an executive vice president,
the head of global strategy and a member of the Management Committee of Merrill
Lynch & Co. Inc. ("Merrill Lynch"). Prior to joining Merrill Lynch, Mr. Kraus
spent 22 years with Goldman Sachs Group Inc. ("Goldman"), where he most
recently served as co-head of the Investment Management Division and a member
of the Management Committee, as well as head of firm-wide strategy and chairman
of the Strategy Committee. Mr. Kraus also served as co-head of the Financial
Institutions Group. Mr. Kraus is a member of the Management and Executive
Committees of AXA. Mr. Kraus is also a director of AXA Financial, MONY and AXA
Equitable since February 2009.

Mr. Kraus brings to the Board extensive knowledge of the financial services
industry and in-depth experience in the financial markets, including experience
as co-head of the Investment Management Division and head of firm-wide strategy
at Goldman.

BERTRAM L. SCOTT

Mr. Scott, age 61, has been a Director of MLOA since May 2012. Since November
2012, Mr. Scott has served as President and Chief Executive Officer of Affinity
Health Plans, an independent, not-for-profit organization offering quality
health care coverage to low income New Yorkers. From June 2010 to December
2011, Mr. Scott served as President, U.S. Commercial of CIGNA Corporation.
Prior thereto, he served as Executive Vice President of TIAA-CREF from 2000 to
June 2010 and as President and Chief Executive Officer of TIAA-CREF Life
Insurance Company from 2000 to 2007. Mr. Scott is currently a member of the
Board of Directors of Becton, Dickinson and Company, where he serves on the
Audit Committee and Compensation and Benefits Committee. Mr. Scott is also a
director of AXA Financial, MONY Life and AXA Equitable since May 2012.

Mr. Scott brings to the Board invaluable expertise as an audit committee
financial expert, and strong strategic and operational expertise acquired
through the variety of executive roles in which he has served during his
career. The Board also benefits from his perspective as a director of Becton,
Dickinson and Company.

LORIE A. SLUTSKY

Ms. Slutsky, age 60, has been a Director of MLOA since September 2006. Since
January 1990, Ms. Slutsky has been President and Chief Executive Officer of The
New York Community Trust, a community foundation that manages a $2 billion
endowment and annually grants more

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

than $150 million to non-profit organizations. Ms. Slutsky is Secretary and a
board member of the Independent Sector and co-chaired its National Panel on the
Non-Profit Sector, which focused on reducing abuse and improving governance
practices at non-profits. She served on the Board of Directors of BoardSource
from 1999 to 2008 and served as its Chair from 2005 to 2007. She also served on
the Board of Directors of the Council on Foundations from 1989 to 1995 and as
its Chair from 1992 to 1994. Ms. Slutsky served as Trustee and Chair of the
Budget Committee of Colgate University from 1989 to 1997. Ms. Slutsky is also a
director of AXA Financial, MONY Life and AXA Equitable (since September 2006)
and AllianceBernstein Corporation (since July 2002).

Ms. Slutsky brings to the Board extensive corporate governance experience
through her executive and managerial roles at The New York Community Trust,
BoardSource and various other non-profit organizations.

RICHARD C. VAUGHAN

Mr. Vaughan, age 63, has been a Director of MLOA since May 2010. From 1995 to
May 2005, Mr. Vaughan served as Executive Vice President and Chief Financial
Officer of Lincoln Financial Group ("Lincoln"). Mr. Vaughan joined Lincoln in
July 1990 as Senior Vice President and Chief Financial Officer of Lincoln's
Employee Benefits Division. In June 1992, Mr. Vaughan was appointed Chief
Financial Officer of Lincoln and was promoted to Executive Vice President of
Lincoln in January 1995. Mr. Vaughan is a member of the Board of Directors of
MBIA Inc., where he serves on the Audit Committee (Chair), Compensation and
Governance Committee and Executive Committee. Previously, Mr. Vaughan was also
a Director of The Bank of New York and Davita, Inc. Mr. Vaughan is also a
director of AXA Financial, MONY and AXA Equitable since May 2010.

Mr. Vaughan brings to the Board invaluable expertise as an audit committee
financial expert, and extensive financial services and insurance industry
experience and his general knowledge and experience in financial matters,
including as a Chief Financial Officer. The Board also benefits from his
perspective as a director of MBIA, Inc. and as a former director to other
public companies.

EXECUTIVE OFFICERS

The current executive officers (other than Messrs. Pearson and McMahon, whose
biographies are included above in the Board of Directors information) are as
follows:

DAVE S. HATTEM, SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL

Mr. Hattem, age 56, joined AXA Financial Group in 1994 and currently serves as
Senior Executive Vice President and General Counsel of AXA Financial and MLOA
and as Senior Executive Director and General Counsel of AXA Equitable. Prior to
his election as general counsel in 2010, Mr. Hattem served as senior vice
president and deputy general counsel, taking on this role in 2004. Mr. Hattem
is responsible for oversight of the Law Department, including the National
Compliance Office, setting the strategic direction of the Department and
ensuring the business areas are advised as to choices and opportunities
available under existing law to enable company goals. Prior to joining AXA
Financial Group, Mr. Hattem served in several senior management positions in
the Office of the United States Attorney for the Eastern District of New York.
Mr. Hattem began his professional legal career as an Associate in the
Litigation Department of Barrett Smith Schapiro Simon & Armstrong. Since
September 2012, Mr. Hattem has been a member of the Board of Directors of The
Life Insurance Council of New York.

NICHOLAS B. LANE, SENIOR EXECUTIVE VICE PRESIDENT AND PRESIDENT, RETIREMENT
SAVINGS

Mr. Lane, age 39, rejoined AXA Financial Group in February 2011 and currently
serves as Senior Executive Vice President and President, Retirement Savings of
AXA Financial and MLOA and as Senior Executive Director and President,
Retirement Savings of AXA Equitable. Mr. Lane has overall responsibility for
annuity product manufacturing, service delivery, marketing, in-force management
and wholesale distribution. Mr. Lane rejoined AXA Financial Group from AXA,
where he served as head of AXA Group Strategy since 2008. Prior to joining AXA
Group in 2008, he was a director of AXA Advisors LLC and a director and Vice
Chairman of AXA Network LLC, AXA Financial Group's retail broker dealer and
insurance general agency, respectively. Prior to joining AXA Financial Group,
he was a leader in the sales and marketing practice of the strategic consulting
firm McKinsey & Co. Prior thereto, Mr. Lane served as a captain in the U.S.
Marine Corps.

ANDERS MALMSTROM, SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Mr. Malmstrom, age 45, joined AXA Financial Group in June 2012 and currently
serves as Senior Executive Vice President and Chief Financial Officer of AXA
Financial and MLOA and as Senior Executive Director and Chief Financial Officer
of AXA Equitable. Mr. Malmstrom is responsible for all actuarial, investment,
and risk management functions, with oversight of the controller, tax, expense
management and

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

corporate real estate, corporate sourcing and procurement, and distribution
finance areas. Prior to joining AXA Financial Group, Mr. Malmstrom was a member
of the Executive Board and served as the Head of the Life Business at AXA
Winterthur. Prior to joining AXA Winterthur in January 2009, Mr. Malmstrom was
a Senior Vice President at Swiss Life, where he was also a member of the
Management Committee. Mr. Malmstrom joined Swiss Life in 1997, and held several
positions of increasing responsibility during his tenure.

SALVATORE PIAZZOLLA, SENIOR EXECUTIVE VICE PRESIDENT AND HEAD OF HUMAN RESOURCES

Mr. Piazzolla, age 60, joined AXA Financial Group in March 2011 and currently
serves as Senior Executive Vice President and Head of Human Resources of AXA
Financial and MLOA and as Senior Executive Director and Chief Human Resources
Officer of AXA Equitable. Mr. Piazzolla is responsible for developing and
executing a business-aligned human capital management strategy focused on
leadership development, talent management and total rewards. Prior to joining
AXA Financial Group, Mr. Piazzolla was Senior Executive Vice President, Head of
Human Resources at UniCredit Group, where he was responsible for all aspects of
human resources management, including leadership development, learning and
industrial relations. Before joining UniCredit Group in 2005, he held various
human resources senior management positions in the United States and abroad at
General Electric Company, Pepsi Cola International and S.C. Johnson Wax.

AMY J. RADIN, SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF MARKETING OFFICER

Ms. Radin, age 54, joined AXA Financial Group in February 2012 and currently
serves as Senior Executive Vice President and Chief Marketing Officer of AXA
Financial and MLOA and as Senior Executive Director and Chief Marketing Officer
of AXA Equitable. Ms. Radin has overall responsibility for the Company's
customer strategy and building the Company's brand. Ms. Radin leads the
marketing and communications team which includes brand management and
advertising, digital and multichannel programs, marketing for the Company's
core life insurance and retirement savings areas, insights and analytics and
communications. In addition, she works closely with AXA on global marketing
strategies. Prior to joining AXA Financial Group, Ms. Radin was Executive Vice
President and Chief Innovation Officer at E*TRADE, where she was responsible
for identifying trends and opportunities in the financial services industry and
for developing new sources of growth through broader and deeper relationships.
Before joining E*TRADE in 2010, Ms. Radin served in several senior management
positions at Reader's Digest Association, Citigroup, Dime Bancorp and American
Express.

CORPORATE GOVERNANCE

COMMITTEES OF THE BOARD

The Executive Committee of the Board ("Executive Committee") is currently
comprised of Mr. Pearson (Chair), Mr. de Castries, Mr. Duverne, Mr. Hamilton
and Mr. Vaughan. The function of the Executive Committee is to exercise the
authority of the Board in the management of the Company between meetings of the
Board with the exceptions set forth in the Company's By-Laws. The Executive
Committee held no meetings in 2012.

The Audit Committee of the Board ("Audit Committee") is currently comprised of
Mr. Vaughan (Chair), Mr. Hale and Mr. Scott. The primary purposes of the Audit
Committee are to: (i) assist the Board of Directors in its oversight of the
(1) adequacy and effectiveness of the internal control and risk management
frameworks, (2) financial reporting process and the integrity of the publicly
reported results and disclosures made in the financial statements and
(3) effectiveness and performance of the internal and external auditors and the
independence of the external auditor; (ii) approve (1) the appointment,
compensation and retention of the external auditor in connection with the
annual audit and (2) the audit and non-audit services to be performed by the
external auditor and (iii) resolve any disagreements between management and the
external auditor regarding financial reporting. The Board has determined that
each of Messrs. Vaughan, Hale and Scott is an "audit committee financial
expert" within the meaning of Item 407(d) of Regulation S-K. The Board has also
determined that each member of the Audit Committee is financially literate. The
Audit Committee met eight times in 2012.

The Investment Committee of the Board ("Investment Committee") is currently
comprised of Mr. Hamilton (Chair), Mr. de Castries, Mr. Hale, Mr. McMahon and
Mr. Vaughan. The primary purpose of the Investment Committee is to oversee the
investments of the Company by (i) taking actions with respect to the
acquisition, management and disposition of investments and (ii) reviewing
investment risk, exposure and performance, as well as the investment
performance of products and accounts managed on behalf of third parties. The
Investment Committee met five times in 2012.

INDEPENDENCE OF CERTAIN DIRECTORS

Although not subject to the independence standards of the New York Stock
Exchange, as a best practice we have applied the independence standards
required for listed companies of the New York Stock Exchange to the current
members of the Board of Directors. Applying these standards, the Board of
Directors has determined that Mr. de Oliveira, Ms. Fallon-Walsh, Mr. Hale,
Mr. Hamilton, Mr. Scott, Ms. Slutsky and Mr. Vaughan are independent.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

CODE OF ETHICS

All of our officers and employees, including our Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer, are subject to the Policy
Statement on Ethics (the "Code"), a code of ethics as defined under Regulation
S-K.

The Code is available on our website at www.axa-equitable.com.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we provide an overview of the goals and principal components
of our executive compensation program and describe how we determine the
compensation of our "Named Executive Officers." For 2012, our Named Executive
Officers were:

. MARK PEARSON, Chairman and Chief Executive Officer

. ANDERS MALMSTROM, Senior Executive Director and Chief Financial Officer
since June 1, 2012

. BERTRAND POUPART-LAFARGE, Interim Chief Financial Officer from April 13,
2012 through May 31, 2012/(1)/

. RICHARD S. DZIADZIO, Senior Executive Vice President and Chief Financial
Officer through April 13, 2012

. ANDREW MCMAHON, President

. NICK LANE, Senior Executive Director and President, Retirement Savings

. SALVATORE F. PIAZZOLLA, Senior Executive Director and Chief Human
Resources Officer

. RICHARD V. SILVER, Senior Executive Vice President, Chief Administrative
Officer and Chief Legal Officer (retired effective May 1, 2012)

(1)Mr. Poupart-Lafarge's compensation is not discussed below since his
compensation was not adjusted during the limited period he served as
Interim Chief Financial Officer. Rather, the compensation paid to him in
2012 was based on his positions as Chief Investment Officer and
Treasurer, each a non-executive officer position.

The details of each Named Executive Officer's compensation may be found in the
Summary Compensation Table and other compensation tables included in this
section.

Note: Executive officers of MLOA are employees of AXA Equitable Life
Insurance Company ("AXA Equitable") and receive no compensation directly
from MLOA. Rather, a portion of their compensation from AXA Equitable is
allocated to MLOA under the Amended Services Agreement between AXA Equitable
and MLOA, effective as of February 1, 2005 (the "Services Agreement"). As a
result, the compensation discussion set forth below represents the
compensation decisions of AXA Equitable.

COMPENSATION PHILOSOPHY AND STRATEGY

OVERVIEW

The overriding goal of AXA Equitable's executive compensation program is to
attract, retain and motivate top-performing executive officers who will
dedicate themselves to the long-term financial and operational success of AXA
Equitable and its parent, AXA Financial, Inc. To this end, AXA Equitable has
structured the program to foster a pay-for-performance management culture by:

. providing total compensation opportunities that are competitive with the
levels of total compensation available at the large diversified financial
services companies with which AXA Equitable most directly competes in the
marketplace;

. making performance-based variable compensation the principal component of
executive pay to drive superior performance by basing executive officers'
financial success on the financial and operational success of AXA
Financial Group's insurance-related businesses ("AXA Financial Life and
Savings Operations");

. setting performance metrics and objectives for variable compensation
arrangements that reward executives for attaining both annual targets and
medium-range and long-term business objectives, thereby providing
individual executives with the opportunity to earn above-average
compensation by achieving above-average results;

. establishing equity-based arrangements that align executives' financial
interests with those of our ultimate parent and shareholder, AXA, by
ensuring executives have a material financial stake in the rising equity
value of AXA and the business success of its affiliates; and

. structuring compensation packages and outcomes to foster internal equity.

COMPENSATION COMPONENTS

To support this pay-for-performance strategy, AXA Equitable's total
compensation program provides a mix of fixed and variable compensation
components that bases the majority of each executive's compensation on AXA
Equitable's success and on an assessment of each executive's overall
contribution to that success.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Fixed Component

The fixed compensation component of AXA Equitable's total compensation program,
base salary, falls within the market median of the large financial services
companies that are major competitors and is meant to fairly and competitively
compensate executives for their positions and the scope of their
responsibilities.

Variable Components

The variable compensation components of AXA Equitable's total compensation
program, short-term incentive compensation program and equity-based awards,
give executives the opportunity to receive compensation at the median of the
market if they meet various corporate and individual financial and operational
goals and at above the market average offered by our competitors if they exceed
their goals. The variable compensation components measure and reward
performance with short-term, medium-term and long-term focuses.

The short-term incentive compensation program focuses executives on annual
corporate and business unit goals that, when attained, drive global success. It
also serves as the primary means for differentiating, recognizing and most
directly rewarding individual executives for their personal achievements and
leadership based on both qualitative and quantitative results.

Equity-based awards are structured to reward both medium-term and long-term
value creation. Performance unit awards serve as a medium range incentive, with
three-year vesting schedules and payouts in cash. Stock options, on the other
hand, are intended to focus executives on a longer time horizon. Stock options
are typically granted with vesting schedules of four years and terms of 10
years so that they effectively merge a substantial portion of each executive's
compensation with the long-term financial success of AXA. AXA Equitable is
confident that such a direct alignment of the long-term interests of executives
with those of AXA, combined with the multi-year time-vesting and performance
periods of such awards, promotes executive retention, focuses executives on
gearing their performances to long-term value-creation strategies and
discourages excessive risk-taking.

HOW COMPENSATION DECISIONS ARE MADE

ROLE OF THE AXA BOARD OF DIRECTORS

The global framework governing the executive compensation policies for AXA
Group and its U.S. subsidiaries, including AXA Equitable, is set and
administered at the AXA level through the operations of AXA's Board of
Directors. The AXA Board of Directors (i) oversees the activities of AXA,
(ii) reviews the compensation policies that apply to executives of AXA Group
worldwide, which are then adapted to local law, conditions and practices by the
boards of directors and compensation committees of AXA's subsidiaries, and
(iii) sets annual caps on equity-based awards and reviews and approves all AXA
equity-based compensation programs prior to their implementation, which it does
in accordance with French laws that govern equity-based compensation.

The Compensation and Human Resources Committee of the AXA Board of Directors is
responsible for reviewing the compensation of key executives of the AXA Group,
including Mr. Pearson. The Compensation and Human Resources Committee also
recommends to the AXA Board of Directors the amount of equity-based awards to
be granted to the members of the Management Committee, an internal committee
established to assist the Chief Executive Officer of AXA with the operational
management of the AXA Group. Mr. Pearson is a member of the Management
Committee. On February 20, 2013, the Compensation and Human Resources Committee
was composed entirely of directors who were determined to be independent as of
December 31, 2012 by the AXA Board of Directors in accordance with the criteria
set forth in the AFEP/MEDEF Code (a code of corporate governance principles
issued by the French Association of Private Companies (Association Francaise
des Entreprises Privees - AFEP) and the French Confederation of Business
Enterprises (Mouvement des Entreprises de France - MEDEF).

ROLE OF THE ORGANIZATION AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF AXA EQUITABLE

Within the global framework of executive compensation policies that AXA has
established, direct responsibility for overseeing the development and
administration of the executive compensation program for AXA Equitable falls to
the Organization and Compensation Committee (the "OCC") of the Board of
Directors of AXA Equitable (the "Board of Directors"). The OCC consists of
three members, all of whom were determined to be independent directors by the
Board of Directors under New York Stock Exchange standards as of February 14,
2013. In implementing AXA's global compensation program at the entity level,
the OCC is aided by the Chairman and Chief Executive Officer of AXA who, while
not a formal member of the OCC, is a member of the Board of Directors and
participates in the OCC's deliberations related to compensation issues and
assists in ensuring coordination with AXA's global compensation policies.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The OCC is primarily responsible for general oversight of compensation and
compensation related matters, including reviewing new benefit plans,
equity-based plans and the compensation practices of AXA Equitable to ensure
they support AXA Equitable's business strategy and meet the objectives set by
AXA for its global compensation policy. In particular, the OCC of AXA Equitable
is responsible for:

. evaluating the performance of the Named Executive Officers and
recommending to the Board of Directors their compensation, including
their salaries and variable compensation;

. supervising the policies relating to compensation of officers and
employees; and

. reviewing corporate goals and objectives included in variable
compensation arrangements and evaluating executive management performance
in light of those goals and objectives.

Following its review and discussion, the OCC submits its compensation
recommendations to the Board of Directors for its discussion and approval.
Pursuant to the provisions of the New York Insurance Law, the Board of
Directors must approve the compensation of all principal officers of AXA
Equitable and comparably paid employees. As of February 14, 2013, all of the
Named Executive Officers were principal officers or comparably paid employees
with the exception of Messrs. Dziadzio, Poupart-Lafarge and Silver.

ROLE OF THE CHIEF EXECUTIVE OFFICER

AXA Equitable's Chief Executive Officer, Mr. Pearson, assists the OCC in its
review of the total compensation of all the Named Executive Officers except
himself. Mr. Pearson provides the OCC with his assessment of their performances
relative to the corporate and individual goals and other expectations set for
them for the preceding year. Based on these assessments, he then provides his
recommendations for each Named Executive Officer's total compensation and the
appropriate goals for each in the year to come. However, the OCC is not bound
by his recommendations.

Other than the Chief Executive Officer, no Named Executive Officer plays a
decision-making role in determining the compensation of any other Named
Executive Officer. As Chief Human Resources Officer, Mr. Piazzolla plays an
administrative role as described below in "Role of AXA Equitable Human
Resources."

ROLE OF AXA EQUITABLE HUMAN RESOURCES

AXA Equitable Human Resources supports the OCC's work on executive compensation
matters, being responsible for many of the organizational and administrative
tasks that underlie the compensation review and determination process and
making presentations on various topics. Human Resources' efforts include, among
other things:

. suggesting appropriate peer groups for the approval of the OCC, and
updating existing selections;

. evaluating the compensation data from peer groups, national executive pay
surveys and other sources for the Named Executive Officers and other
officers as appropriate;

. gathering and correlating performance ratings and reviews for individual
executive officers, including the Named Executive Officers;

. reviewing executive compensation recommendations against appropriate
market data and for internal consistency and equity; and

. reporting to, and answering requests for information from, the OCC.

Human Resources officers also coordinate and share information with their
counterparts at our ultimate parent company, AXA, and take part in its annual
comprehensive review of the total compensation of executive officers, as
described below in the section entitled "Executive Compensation Review."

ROLE OF COMPENSATION CONSULTANT

Towers Watson has been retained by AXA Equitable to serve as an executive
compensation consultant. Towers Watson provides various services including
advising senior management on various issues relating to executive compensation
practices and providing market information and analysis regarding the
competitiveness of the total compensation program.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

During 2012, Towers Watson performed the following specific services for AXA
Equitable:

. prepared a comparative review of the total compensation of Mr. Pearson
against that received by chief executive officers at peer companies;

. provided periodic updates on legal, accounting and other developments and
trends affecting compensation and benefits generally and executive
compensation specifically;

. offered competitive review of total compensation (including base, salary,
targeted and actual annual incentives, annualized value of long-term
incentives, welfare or retirement benefits) against selected peer
companies, covering specific groups of executive positions; and

. assisted in analyzing general reports published by third party national
compensation consultants on corporate compensation and benefits.

The senior management of Human Resources of AXA Equitable has full authority to
approve all fees paid to Towers Watson, determine the nature and scope of its
services, evaluate its performance and terminate its engagement upon 30 days'
written notice to Towers Watson. The total amount of fees paid to Tower Watson
by AXA Equitable in 2012 was approximately $118,000 (representing $76,000 fees
for executive compensation support and $42,000 fees for broad-based employee
compensation support) for both executive compensation consulting and support
for a performance review system. AXA Equitable also paid fees to Towers Watson
for actuarial services unrelated to its compensation programs.

USE OF COMPETITIVE COMPENSATION DATA

Because AXA Equitable competes most directly for executive talent with other
large diversified financial services companies, AXA Equitable regards it as
essential to regularly review the competitiveness of its total compensation
program for executives to ensure that it is providing compensation
opportunities that compare favorably with the levels of total compensation
offered to similarly situated executives by peer companies. AXA Equitable uses
a variety of sources of compensation information to benchmark the competitive
market for executives, including the Named Executive Officers.

For certain Named Executive Officers, AXA Equitable's primary sources are
compensation data compiled from peer groups of business competitors, with
different sources used for different officers depending on the availability of
relevant data.

MR. PEARSON

Mr. Pearson's peer group currently includes the following companies:

AFLAC MetLife
Ameriprise Principal Financial
Genworth Financial Prudential Financial
Hartford Financial Sun Life Financial
Lincoln Financial

Mr. Pearson's compensation is compared to two groups of executives within the
peer group as follows:

. CEO PEER GROUP: This group includes the chief executive officers of the
companies in the peer group. A discount is applied to the data to reflect
the subsidiary status of AXA Equitable. Specifically, a 15% discount is
applied to cash compensation, a 30% discount is applied to long-term
incentive compensation and a 20% discount is applied to total
compensation; and

. PRESIDENT/DIVISION CEOS: This group includes the "seconds" of the
companies in the peer group or presidents and chief executive officers of
their subsidiaries. There is no discount applied to this group.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

OTHER NAMED EXECUTIVE OFFICERS

For all other Named Executive Officers, AXA Equitable currently relies
primarily on the Tower Watson U.S. Diversified Insurance Study of Executive
Compensation ("Towers Watson DIS") for information to compare their total
compensation to the total compensation reported for equivalent executive
officer positions, paid by peer groups of companies that included:

Aegon ING Phoenix Companies
AFLAC John Hancock Principal Financial
AIG Lincoln Financial Prudential Financial
Allstate Massachusetts Mutual Securian Financial
American United Life MetLife Sun Life Financial
CIGNA Nationwide Thrivent Financial
CNO Financial New York Life TIAA-CREF
Genworth Financial Northwestern Mutual Unum Group
Guardian Life Pacific Life USAA
Hartford Financial

OTHER COMPENSATION DATA SOURCES

AXA Equitable supplements the above U.S. compensation data sources with
additional information from general surveys of corporate compensation and
benefits published by various national compensation consulting firms. AXA
Equitable also participates in surveys conducted by Mercer, McLagan Partners,
Towers Watson and LOMA Executive Survey to benchmark both executive and
non-executive compensation programs.

All these information sources are employed to measure and compare actual pay
levels not only on a total compensation basis but also by breaking down the
total compensation program component by component to review and compare
specific compensation elements as well as the particular mixes of fixed versus
variable, short-term versus long-term and cash versus equity-based compensation
at peer companies. This information, as collected and reviewed by AXA
Equitable's Human Resources, is submitted to the OCC for review and discussion.

PRICING PHILOSOPHY

AXA Equitable designs its compensation practices with the aid of the market
data to target the compensation of each Named Executive Officer at the median
for total compensation with respect to the pay for comparable positions at the
appropriate peer group. The analysis takes into account certain individual
factors such as the specific characteristics and responsibilities of a
particular Named Executive Officer's position as compared to similarly situated
executives at peer companies. Differences in the amounts of total compensation
for Named Executive Officers in 2012 resulted chiefly from differences in each
executive's level of responsibilities, tenure, performance and appropriate
benchmark data as well as general considerations of internal consistency and
equity.

EXECUTIVE COMPENSATION REVIEW

In addition to the foregoing processes, each year AXA Human Resources conducts
a comprehensive review of the total compensation paid to the top approximately
300 executives of AXA Group worldwide, including all the Named Executive
Officers except Mr. Pearson since members of AXA's Management Committee are
reviewed separately by the Compensation and Human Resources Committee of the
AXA Board of Directors. The Chairman and Chief Executive Officer of AXA and the
Deputy Chief Executive Officer of AXA participate in this review which focuses
on the executives' performance over the last year and the decisions made about
their compensation in light of those performances. The Chief Executive Officer
of AXA Equitable and AXA Equitable Human Resources participate in the portion
of the review relating to AXA Equitable executives.

COMPONENTS OF THE TOTAL REWARDS FOR EXECUTIVE OFFICERS

The Total Rewards Program for Named Executive Officers consists of six
components. These components include the three components of the total
compensation program (i.e., base salary, short-term incentive compensation and
equity-based awards) as well as: (i) retirement, health and other benefit
programs, (ii) severance and change-in-control benefits and (iii) perquisites.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

BASE SALARY

The primary purpose of base salary is to compensate each Named Executive
Officer fairly based on the position held, the Named Executive Officer's career
experience, the scope of the position's responsibilities and the Named
Executive Officer's own performance, all of which are reviewed with the aid of
market survey data. Using this data, AXA Equitable maintains a 50/th/
percentile pricing philosophy, comparing base salaries against the median for
comparable salaries at peer companies, unless exceptional conditions require
otherwise (for example, Mr. Piazzolla's initial base salary was set at a higher
level to match his compensation at his prior employer and to include an
additional amount in lieu of providing Mr. Piazzolla with a housing allowance;
Mr. Malmstrom's base salary also includes an additional amount in lieu of
providing Mr. Malmstrom with a housing or education allowance) or a Named
Executive Officer's experience and tenure warrant a lower initial salary with
an adjustment to market over time. Base salaries for the Named Executive
Officers usually do not increase, except to reflect a change in job
responsibility, a sustained change in the market compensation for the position
or a market adjustment for a Named Executive Officer whose initial salary was
set below the 50/th/ percentile.

Mr. Pearson is the only Named Executive Officer with an employment agreement.
Under this agreement, Mr. Pearson's employment will continue until he is age 65
unless the employment agreement is terminated earlier by either party on 30
days' prior written notice. Mr. Pearson is entitled to a minimum rate of base
salary of $1,150,000 per year, except that his rate of base salary may be
decreased in the case of across-the-board salary reductions similarly affecting
all officers with the title of Executive Director or higher. In setting
Mr. Pearson's base salary, AXA Equitable included an additional amount in lieu
of providing Mr. Pearson with a housing allowance.

In 2012, none of the Named Executive Officers, except Mr. Lane, received an
increase in their annual rate of base salary. Mr. Lane received an increase of
$50,000 to bring his salary closer to the 50/th/ percentile based on his growth
in the role.

The base salaries earned by the Named Executive Officers in 2012 (and in the
prior two fiscal years) are reported in the Summary Compensation Table included
in this section.

SHORT-TERM INCENTIVE COMPENSATION PROGRAM

Annual variable cash awards for the Named Executive Officers are available
under The AXA Equitable Short-Term Incentive Compensation Program for Senior
Officers (the "STIC Program").

The purpose of the STIC Program is to:

. align incentive awards with the company's strategic objectives and reward
employees based on both company and individual performance;

. enhance the performance assessment process with a focus on accountability;

. establish greater compensation differentiation based on performance;

. provide competitive total compensation opportunities; and

. attract, motivate and retain top performers.

The STIC Program awards are typically made in February each year, following
review of each participant's performance and achievements over the course of
the preceding fiscal year. Awards can vary from year to year, and differ by
participant, depending primarily on the business and operational results of AXA
Financial Life and Savings Operations, as measured by the performance
objectives under the STIC Program and certain qualitative measures as well as
the participant's individual contributions to those results. No individual is
guaranteed any award under the STIC Program, except for certain limited
guarantees for new hires.

Individual Targets

Initially, individual target awards are assigned to each STIC Program
participant based on evaluations of competitive market data for his or her
position. These individual award targets are reviewed each year and may be
increased or decreased, but generally remain constant from year to year unless
there has been a significant change in the level of the participant's
responsibilities or a proven and sustained change in the market compensation
for the position.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

STIC Program Pool

All the money available to pay STIC Program awards to participants other than
Mr. Pearson comes from, and is limited by, a cash pool (the "STIC Pool") from
which the awards of all the participants under the STIC Program are paid. The
size of this pool is determined each year by a formula under which the sum of
all the individual award targets established for all STIC Program participants
for the year is multiplied by a funding percentage (the "Funding Percentage").
The Funding Percentage is initially based on a performance percentage that
measures the performance of AXA Financial Life and Savings Operations (weighted
90%) and AXA Group (weighted 10%) against certain financial and other targets
(the "Performance Percentage"). The performance of the Investment Management
segment of AXA Equitable is not considered for this purpose since it reports
the business of AllianceBernstein, the officers of which do not participate in
the STIC Program. AllianceBernstein maintains separate compensation plans and
programs.

After the Performance Percentage is determined, it may be adjusted positively
or negatively by the Chairman and Chief Executive Officer of AXA, as described
below, to arrive at the Funding Percentage.

Mr. Pearson's STIC Program award is determined independently of the STIC
Program Pool and is based 30% on AXA Group's performance (which reflects his
broader range of performance responsibilities within AXA Group worldwide as a
member of the Management Committee), 40% on the performance of AXA Financial
Life and Savings Operations and 30% on his individual performance.

Performance Percentage

Various performance objectives are established for each of AXA Group and AXA
Financial Life and Savings Operations, and a target is set for each one. Each
performance objective is separately subject to a 150% cap and 50% cliff with
the exception of the Customer Scope component of AXA Financial Life and Savings
Operations' Customer Centricity performance objective for which the cliff was
removed in 2012 due to the volatility of the measure. For example, if a
particular performance objective is weighted 15% for AXA Financial Life and
Savings Operations, 15% will be added to the overall performance percentage for
AXA Financial Life and Savings Operations if that target is met, regardless of
AXA Financial Life and Savings Operations' performance on its other objectives.
If the target for that performance objective is exceeded, the amount added to
the overall performance percentage for AXA Financial Life and Savings
Operations will be increased up to a maximum of 22.5% (150% x 15%). If the
target for the performance objective is not met, the amount added to the
performance percentage will be decreased down to a threshold of 7.5% (50% x
15%). If performance is below the threshold, 0% will be added to AXA Financial
Life and Savings Operations' overall performance percentage.

AXA FINANCIAL LIFE AND SAVINGS OPERATIONS - The following grid presents the
targets for each of the performance objectives used to measure the performance
of AXA Financial Life and Savings Operations in 2012, along with their relative
weightings. The performance objectives for AXA Financial Life and Savings
Operations and their relative weightings are standardized for AXA Group life
and savings companies in mature markets worldwide and, accordingly, are not
measures calculated and presented in accordance with generally accepted
accounting principles in the United States.

AXA FINANCIAL LIFE AND SAVINGS OPERATIONS PERFORMANCE OBJECTIVES WEIGHTING TARGET/(1)/
---------------------------------------------------------------- --------- ----------

Underlying earnings/(2)/.................................... 40.0% 662
Economic expenses/(3)/...................................... 10.0% 1,280
Operating return on short-term economic capital/(4)/........ 20.0% 16.7%
Operating free cash flow/(5)/............................... 15.0% 754
Customer Centricity/(6)/....................................
Customer Scope............................................. 10.0% 81.5%
Brand Preference........................................... 5.0% 37.5%

/(1)/The numbers for underlying earnings and economic expenses are in millions
of U.S. dollars.

/(2)/"Underlying earnings" means net income excluding net realized capital
gains (losses), goodwill and related intangibles, profit and loss on
financial assets under the fair value option, derivatives and exceptional
operations. Underlying earnings is measured using International Financial
Reporting Standards ("IFRS") since AXA uses IFRS as its principal method
of accounting.

/(3)/"Economic expenses" means various controllable expenses as determined by
AXA.

/(4)/"Operating return on short-term economic capital" means the value
generated by the business as compared to its capital consumption.

/(5)/"Operating Free Cash Flow" means the ability to generate dividends
(distributable earnings for shareholders).

/(6)/"Customer Centricity" is comprised of two components - Customer Scope and
Brand Preference. Generally, Customer Scope measures customers' overall
satisfaction with AXA Equitable and Brand Preference measures customers'
intention to buy additional products from AXA Equitable based on a
weighted average of the percentage of favorable responses received for
certain customer survey questions.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Since the performance objectives are meant to cover only the key performance
indicators for a year, there are generally no more than five objectives. The
performance objectives are determined based on AXA's strategy and focus and may
change from year to year as different metrics may become more relevant. For
example, the weighting of customer centricity has increased over the last few
years as AXA Group has developed a global strategy of becoming more
customer-focused. Underlying earnings is generally the most highly weighted
performance objective since AXA Equitable believes that underlying earnings is
the strongest indicator of performance for a year and should be the dominant
metric to determine an executive's annual incentive income.

AXA GROUP - AXA Group's performance is primarily based on underlying earnings
per share. Return on equity and customer scope are also considered. For this
purpose, "return on equity" means the ratio of the change in available
financial resources for a year to the average short-term economic capital.
Short-term economic capital measures the portion of the available financial
resources that could be lost in a year if a 1 in 200 year "shock" were to occur.

Adjustment by AXA Group Chairman and Chief Executive Officer

As stated above, the Performance Percentage may be adjusted by AXA's Chairman
and Chief Executive Officer to arrive at the Funding Percentage. This
adjustment reflects AXA Equitable's performance against other qualitative goals
set by AXA at the beginning of the year and may increase or decrease the
Performance Percentage by 15%, subject to an overall cap of 150% for the
Funding Percentage. For 2012, these other qualitative goals included a wide
range of customer centricity, trust and achievement, efficiency and other major
strategic initiatives set at the beginning of the year. With respect to 2012,
AXA's Chairman and Chief Executive Officer made a positive adjustment based on
his subjective evaluation of AXA Equitable's performance for 2012, taking into
account various accomplishments such as increasing the frequency and depth of
organization talent discussions, delivering micro-inequities training to a
substantial portion of the employee population and increasing AXA Equitable's
score on AXA's corporate responsibility index.

Individual Determinations

Once the STIC Pool is determined, it is allocated to participants in the STIC
Program based on their individual performance and demonstrated leadership
behaviors. As stated above, no participant is guaranteed his or her target
award or any award under the STIC Program except for certain limited guarantees
for new hires. This section describes how the amounts of the STIC Program
awards for the Named Executive Officers were determined.

The OCC reviewed the performance of each Named Executive Officer during 2012.
Based on its subjective determination of each Named Executive Officer's
performance, the OCC made its recommendations as to the STIC Program award for
each Named Executive Officer to the AXA Equitable Board of Directors who
approved the final award amounts. In making its recommendations, the OCC took
into account the factors that it deemed relevant, including the following
accomplishments achieved in 2012 and the Funding Percentage. The
accomplishments included:

. AXA Equitable made solid progress in executing its strategy to offer a
more balanced and diversified product portfolio. As an example, the
Structured Capital Strategies product surpassed the $1.5 billion new
premium sales level in 2012;

. AXA Equitable continued to take steps to reduce the risk associated with
the in-force business including suspending the acceptance of
contributions into certain Accumulator(R) contracts issued prior to June
2009 and taking steps to limit and/or suspend the acceptance of
contributions to other annuity products as well as initiating a limited
program to offer to purchase from certain policyholders the GMDB rider
contained in their annuity contracts;

. AXA Equitable's productivity initiatives and disciplined expense
management resulted in a reduction to expenses and increased operational
efficiency;

. AXA Equitable achieved excellent customer satisfaction ratings and was
once again a DALBAR Annuity Service Award winner; and

. AXA Equitable continued to implement successful diversity initiatives
resulting in significant recognition such as being named one of the Top
25 Best Companies for Multicultural Women in WORKING MOTHER magazine,
placing in the highest category of companies in the Human Rights
Campaign's Corporate Equality Index (95 out of 100), being recognized as
having one of the Top 25 U.S. Diversity Councils by the Association of
Diversity Councils and receiving the Corporate Leadership Award from the
Women Presidents' Educational Organization.

No specific weight was assigned to any particular factor and all were evaluated
in the aggregate to arrive at the recommended STIC Program award for each of
the Named Executive Officers.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

In addition to his STIC Program award for 2012, Mr. Malmstrom received a
sign-on bonus of $150,000 in June 2012. The bonus is subject to recoupment in
the event Mr. Malmstrom's employment with AXA Equitable is terminated for any
reason (other than death or job elimination) prior to one full year of
employment.

The STIC Program awards earned by the Named Executive Officers in 2012 (and in
the prior two fiscal years) are reported in the Summary Compensation Table
included in this section.

EQUITY-BASED AWARDS

Annual equity-based awards for AXA Equitable officers, including the Named
Executive Officers, are available under the umbrella of AXA's global equity
program. The value of the equity-based awards is linked to the performance of
AXA's stock.

The purpose of the equity-based awards is to:

. align strategic interests of participants with those of our ultimate
parent and shareholder, AXA;

. provide competitive total compensation opportunities;

. focus on achievement of medium-range and long-term strategic business
objectives; and

. attract, motivate and retain top performers.

Each year, AXA Equitable's OCC submits to the AXA Board of Directors
recommendations with respect to equity-based awards for officers, including the
Named Executive Officers. The AXA Board of Directors approves individual grants
as it deems appropriate.

Proposed grants under AXA's global equity program involve a mix of two
equity-based components: (1) AXA ordinary share options and (2) AXA performance
units. U.S. employees are granted AXA ordinary share options under the AXA
Stock Option Plan for AXA Financial Employees and Associates (the "Stock Option
Plan") and are granted AXA performance units under the AXA Performance Unit
Plan (the "Performance Unit Plan").

Both the Stock Option Plan and the Performance Unit Plan are subject to the
oversight of the AXA Board of Directors, which is authorized to approve all
stock option and performance unit programs within AXA Group prior to their
implementation within the global cap for grants authorized by AXA's
shareholders. The AXA Board of Directors is also responsible for setting the
size of the equity pool each year, after considering the amounts authorized by
shareholders for stock options (AXA's shareholders authorize a global cap for
option awards every three to four years) and the recommendations of chief
executive officers or boards of directors of affiliates worldwide on the number
of option and performance unit grants for the year. The pools are allocated
annually among AXA Group affiliates based on each affiliate's contribution to
AXA Group's financial results during the preceding year.

The AXA Board of Directors sets the mix of performance units and stock options
for individual grants, which is standardized through AXA Group worldwide. Since
2004 there has been an increasing reliance on performance units over stock
options in equity-based awards since performance units avoid the dilutive
effects that accompany grants of stock options. The mix between performance
units and stock options is generally more heavily weighted toward performance
units at the junior officer levels. For senior and executive officer grants,
the proportion of stock options rises since stock options are a long-term award
and AXA believes that senior officers should have more of a long-term focus.

Equity-based awards are granted using dollar values. These dollar values are
converted into euros using the U.S. dollar to euro exchange rate at the time of
grant. The resulting euro grant value is then allocated between stock options
and performance units in accordance with the mix determined by the AXA Board of
Directors. The number of stock options is then determined by dividing the
portion of the euro grant value allocated to the options by the value of one
stock option at the grant date as determined using a Black-Scholes pricing
methodology. The number of performance units is then determined by dividing the
portion of the euro grant value allocated to the performance units by the value
of one performance unit. For this purpose, the value of a performance unit is
deemed to be equal to 2.5 times the value of a stock option at the grant date.
Note that the stock option and performance unit values used in determining the
amount of a grant are based on assumptions which differ from the assumptions
used in determining an option's or performance unit's grant date fair value
reflected in the Summary Compensation Table which is based on FASB ASC Topic
718.

2012 GRANTS OF EQUITY-BASED AWARDS

On March 16, 2012, stock option and performance unit grants were made to the
Named Executive Officers by the AXA Board of Directors based on a review of
each officer's potential future contributions, consideration of the importance
of retaining the officer in his current

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

position, a review of competitive market data relating to equity-based awards
for similar positions at peer companies, as described above in the section
entitled, "Use of Competitive Compensation Data," and the recommendations of
the AXA Equitable OCC.

Mr. Pearson was granted an equity-based award comprised of 40% stock options
and 60% performance units. The number of stock options awarded was 116,000 and
the number of performance units awarded was 69,600.

For the other Named Executive Officers, the equity-based award was comprised of
30% stock options and 70% performance units. The amounts were as follows:
Mr. Dziadzio received 36,223 stock options and 33,808 performance units.
Mr. Piazzolla received 20,856 stock options and 19,465 performance units.
Mr. McMahon received 61,745 stock options and 57,628 performance units.
Mr. Silver received 34,028 stock options and 31,759 performance units. Mr. Lane
received 38,419 stock options and 35,857 performance units.

Stock Options

The stock options granted to the Named Executive Officers on March 16, 2012
have a 10-year term and a vesting schedule of four years, with one-third of the
grant vesting on each of the second, third and fourth anniversaries of the
grant, provided that the last third will be exercisable from March 16, 2016
only if the AXA ordinary share performs at least as well as the DowJones Europe
Stoxx Insurance Index over a specified period (this performance condition
applies to all of Mr. Pearson's options). The exercise price for the options is
12.22 euro, which was the average of the closing prices for the AXA ordinary
share on NYSE Euronext Paris SA over the 20 trading days immediately preceding
March 16, 2012.

In the event of a Named Executive Officer's retirement, the stock options
continue to vest and may be exercised until the end of the term, except in the
case of misconduct. Accordingly, since Mr. Silver retired, these stock options
will not be forfeited due to any service condition.

Performance Units

The performance units granted to the Named Executive Officers on March 16, 2012
have a cliff vesting schedule of three years and will be settled in cash.

A performance unit is a "phantom" share of AXA stock that, once earned and
vested, provides the right to a payment equal to the value of an AXA share at
the time of payment. Performance units are granted unearned. Under the 2012
Performance Unit Plan, the number of units that is earned is determined at the
end of a two-year performance period starting on January 1, 2012 and ending on
December 31, 2013 by multiplying the number of units granted by a percentage
that is determined based on the performance of AXA Group and AXA Financial Life
and Savings Operations over the performance period. If no dividend is paid by
AXA for fiscal year 2012 or fiscal year 2013, the percentage will be divided in
half.

PERFORMANCE OBJECTIVES - AXA and AXA Financial Life and Savings Operations each
have their own performance objectives under the 2012 Performance Unit Plan,
with AXA Group's performance over the two-year performance period counting for
one-third and AXA Financial Life and Savings Operations' performance over the
same period counting for two-thirds toward the final determination of how many
performance units a participant has earned. If performance targets are met,
100% of the performance units initially granted is earned. Performance that
exceeds the targets results in increases in the number of units earned, subject
to a cap of 130% of the initial number of units. Performance that falls short
of targets results in a decrease in the number of units earned with a possible
forfeiture of all units. Since AXA uses IFRS as its principal method of
accounting, the performance objectives are measured using IFRS. Accordingly,
the performance objectives are not measures calculated and presented in
accordance with generally accepted accounting principles in the United States.

For performance units granted under the 2012 Performance Unit Plan, the
performance objectives are:

AXA FINANCIAL LIFE AND SAVINGS
AXA GROUP (1/3 WEIGHT) OPERATIONS (2/3 WEIGHT)
---------------------- --------------------------------------

.. Net Income Per Share . Net Income/(1)/ (weighted 50%)
. Underlying Earnings (weighted 50%)

/(1)/Net income means net income as determined under IFRS.

For AXA Group, net income per share is the key performance objective since it
is aligned with shareholder dividends and provides differentiation from the
STIC Program performance objectives. For AXA Financial Life and Savings
Operations, underlying earnings is included as a performance objective since it
measures operating performance.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

PAYOUT - The settlement of 2012 performance units will be made in cash on
March 16, 2015 or on the immediately following day that is a business day if
March 16, 2015 is not a business day. The units will be valued based on the
average closing price of the AXA ordinary share on NYSE Euronext Paris SA
during the last 20 trading days immediately preceding the settlement date and
converted to U.S. dollars using the euro to U.S. dollar exchange rate as
published by the European Central Bank (or equivalent institution in the
absence thereof) on the trading day immediately preceding the settlement date.

The 2012 Performance Unit Plan provides that, in the case of retirement, a
participant is treated as if he or she continued employment until the end of
the vesting period. Accordingly, Mr. Silver will receive a payout under this
plan even though he retired prior to the end of the vesting period.

Grants under 2012 AXA Miles Program

On March 16, 2012, eligible AXA Group employees worldwide were each granted 50
AXA miles. AXA miles are "phantom" shares of AXA stock that will convert to
actual AXA ordinary shares at the end of a four-year vesting period on
March 16, 2016. In addition, 25 of the AXA miles are subject to performance
conditions. Specifically, at least one of the following two metrics must have
improved in 2012 in order for these 25 AXA miles to convert to actual shares:
AXA's underlying earnings per share (1.57 euro in 2011) or AXA's customer scope
index (79.3 in 2011).

PAYOUT OF 2010 PERFORMANCE UNITS IN 2012

In 2012, the Named Executive Officers with the exception of Mr. Piazzolla
received a 50% payout under AXA's 2010 Performance Unit Plan. The payout of the
units was in cash.

The 2010 Performance Unit Plan was similar to the 2012 Performance Unit Plan
except that 50% of the units earned were vested after two years, on March 19,
2012, and the remaining 50% will be vested on March 19, 2013. As in the 2012
Performance Unit Plan, AXA Financial Life and Savings Operations and AXA Group
each had their own performance objectives under the 2010 Performance Unit Plan,
with AXA Financial Life and Savings Operations' performance over a two-year
performance period counting for two-thirds and AXA Group's performance over the
same period counting for one-third toward the final determination of how many
performance units a participant earned. AXA Group's performance was based on
net income per share while AXA Financial Life and Savings Operations'
performance was based on net income (weighted 50%) and underlying earnings
(weighted 50%). The performance percentage that was ultimately achieved under
the plan was 77.28%.

Detailed information on the stock option and performance unit grants for each
of the Named Executive Officers in 2012 is reported in the 2012 Grants of
Plan-Based Awards Table included in this section.

OTHER COMPENSATION AND BENEFITS

AXA Equitable believes a comprehensive benefits program that offers long-term
financial support and security for all employees plays a critical role in
attracting high caliber executives and encouraging their long-term service.
Accordingly, it offers employees, including the Named Executive Officers, a
benefits program that includes group health and disability coverage, group life
insurance and various deferred compensation and retirement benefits.

AXA Equitable reviews the program from time to time to ensure that the benefits
it provides continue to serve business objectives and remain cost-effective and
competitive with the programs offered by other diversified financial services
companies.

TAX-QUALIFIED RETIREMENT PLANS

The following tax-qualified retirement plans are offered to eligible employees,
including the Named Executive Officers, except Mr. Malmstrom who continues to
participate in the Switzerland retirement fund:

AXA EQUITABLE 401(K) PLAN (THE "401(K) PLAN"). AXA Equitable sponsors the
401(k) Plan, a tax-qualified defined contribution plan with a cash or deferred
arrangement, for its eligible employees, including the Named Executive Officers
except for Mr. Malmstrom. Eligible employees may contribute to the 401(k) Plan
on a before tax, after-tax, or Roth 401(k) basis (or any combination of the
foregoing), up to a percentage of annual eligible compensation as defined in
the plan. Before-tax and Roth 401(k) contributions are subject to contribution
limits ($17,000 in 2012 and $17,500 in 2013) and compensation limits ($250,000
in 2012 and $255,000 in 2013) imposed by the Internal Revenue Code of 1986, as
amended

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

(the "Code"). Prior to February 10, 2012, eligible employees received a
matching contribution for their before-tax and Roth 401(k) contributions on a
dollar for dollar basis up to three percent of the participant's annual
eligible compensation. Company matching contributions were subject to a
three-year cliff-vesting schedule. On February 10, 2012, the matching
contribution for AXA Equitable employees was replaced with a discretionary
profit sharing contribution opportunity. The discretionary profit sharing
contribution for a calendar year is based on company performance for that year
and will range from 0% to 4% of eligible compensation. Any contribution for a
calendar year is expected to be made in the first quarter of the following
year. No profit sharing contribution was made for the 2012 plan year.

AXA EQUITABLE RETIREMENT PLAN (THE "RETIREMENT PLAN"). AXA Equitable sponsors
the Retirement Plan, a tax-qualified defined benefit plan, for its eligible
employees, including the Named Executive Officers except Mr. Malmstrom. The
Retirement Plan provides for retirement benefits upon reaching age sixty-five
and has provisions for early retirement, death benefits, and benefits upon
termination of employment for vested participants. It has a three-year
cliff-vesting schedule.

The Retirement Plan currently provides a cash balance benefit whereby AXA
Equitable establishes a notional account in the name of each Retirement Plan
participant. This notional account is credited with deemed pay credits equal to
5% of eligible compensation up to the Social Security wage base plus 10% of
eligible compensation above the Social Security wage base. Eligible
compensation is subject to limits imposed by the Code ($250,000 in 2012 and
$255,000 in 2013). In addition, the notional account is credited with deemed
interest credits. For pay credits earned on or after April 1, 2012, the
interest rate is determined annually based on the average discount rates for
one-year Treasury Constant Maturities. For pay credits earned prior to April 1,
2012, the annual interest rate is the greater of 4% or a rate derived from the
average discount rates for one-year Treasury Constant Maturities. For pay
credits earned prior to April 1, 2012 the rate was 4% for 2012 and for any pay
credits earned on or after April 1, 2012, the rate was 0.25% for 2012.

For certain grandfathered participants, the Retirement Plan provides benefits
under a formula based on final average pay, estimated Social Security benefits
and service.

For additional information on retirement plan benefits for the Named Executive
Officers, see the Pension Benefits Table included in this section.

NONQUALIFIED RETIREMENT PLANS

AXA EQUITABLE EXCESS RETIREMENT PLAN (THE "EXCESS PLAN"). AXA Equitable
sponsors the Excess Plan which allows eligible employees, including the Named
Executive Officers except Mr. Malmstrom, to earn retirement benefits in excess
of what is permitted under the Code with respect to the Retirement Plan.
Specifically, the Retirement Plan is subject to rules under the Code that cap
both the amount of eligible earnings that may be taken into account for
determining benefits under the plan and the amount of benefits the plan may pay
annually. The Excess Plan permits participants, including the Named Executive
Officers, to accrue and be paid benefits that they would have earned and been
paid under the Retirement Plan but for these limits. AXA Equitable believes the
Excess Plan is an important component of competitive market-based compensation
in both its peer group and generally.

NONQUALIFIED DEFERRED COMPENSATION PLAN

THE AXA EQUITABLE POST-2004 VARIABLE DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(THE "POST-2004 PLAN"). AXA Equitable sponsors the Post-2004 Plan which allows
eligible employees to defer the receipt of compensation. The amount deferred is
credited to a bookkeeping account established in the participant's name and
participants may choose from a range of nominal investments according to which
their accounts rise or decline. Participants annually elect the amount they
want to defer, the date on which payment of their deferrals will begin and the
form of payment. AXA Equitable believes that compensation deferral is a
cost-effective method of enhancing the savings of executives.

For additional information on these plan benefits for the Named Executive
Officers, see the Nonqualified Deferred Compensation Table included in this
section.

FINANCIAL PROTECTION

THE AXA EQUITABLE EXECUTIVE SURVIVOR BENEFITS PLAN (THE "ESB PLAN"). AXA
Equitable sponsors the ESB Plan which offers financial protection to a
participant's family in the case of his or her death. Eligible employees may
choose up to four levels of coverage and the form of benefit to be paid at each
level. Each level provides a benefit equal to one times the participant's
eligible compensation (generally, base salary plus higher of most recent
short-term incentive compensation award and the average of the three highest
short-term incentive compensation awards) and offers different coverage
choices. Generally, the participant can choose between a life insurance death
benefit and a deferred compensation benefit payable upon death at each level.

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SEVERANCE ARRANGEMENTS

THE AXA EQUITABLE SEVERANCE BENEFIT PLAN (THE "SEVERANCE PLAN"). AXA Equitable
sponsors the Severance Plan to provide severance benefits to eligible employees
whose jobs are eliminated for specific defined reasons. The Severance Plan
generally bases severance payments to eligible employees on length of service
or salary. Payments are capped at 52 weeks' of salary or, in some cases,
$300,000. To obtain benefits under the Severance Plan, participants must
execute a general release and waiver of claims against AXA Equitable and
affiliates.

THE AXA EQUITABLE SUPPLEMENTAL SEVERANCE PLAN FOR EXECUTIVES (THE "SUPPLEMENTAL
SEVERANCE PLAN"). AXA Equitable sponsors the Supplemental Severance Plan for
officers at the level of Executive Director or above. The Supplemental
Severance Plan is intended solely to supplement, and is not duplicative of, any
severance benefits for which an executive may be eligible under the Severance
Plan. The Supplemental Severance Plan provides that eligible executives will
receive, among other benefits:

. Severance payments equal to 52 weeks' of salary, reduced by any severance
payments for which the executive may be eligible under the Severance Plan;

. Additional severance payments equal to the greater of:

. The most recent short-term incentive compensation award paid to
the executive;

. The average of the three most recent short-term incentive
compensation awards paid to the executive; and

. The annual target short-term incentive compensation award for the
executive for the year in which he or she receives notice of job
elimination; and

. A lump sum payment equal to the sum of: (a) the executive's short-term
incentive compensation for the year in which the executive receives
notice of job elimination, pro-rated based on the number of the
executive's full calendar months of service in that year and (b) $40,000.

MR. PEARSON'S EMPLOYMENT AGREEMENT. Mr. Pearson waived the right to receive any
benefits under the Severance Plan or the Supplemental Severance Plan. Rather,
his employment agreement provides that, if his employment is terminated by AXA
Equitable prior to his age 65 other than for cause, excessive absenteeism or
death, or Mr. Pearson resigns for "good reason," Mr. Pearson will be entitled
to certain severance benefits, including (i) severance pay equal to the sum of
two years of salary and two times the greatest of: (a) Mr. Pearson's most
recent bonus, (b) the average of Mr. Pearson's last three bonuses and
(c) Mr. Pearson's target bonus for the year in which termination occurred,
(ii) a pro-rated bonus at target for the year of termination, (iii) excess
pension plan accruals on the severance pay, (iv) continued participation in the
ESB Plan for an additional year following termination and (v) access to the
company medical plans at Mr. Pearson's or his spouse's sole expense for two
years from the date of termination. For this purpose, "good reason" includes a
material reduction in Mr. Pearson's duties or authority, the removal of
Mr. Pearson from his positions, AXA Equitable requiring Mr. Pearson to be based
at an office more than 75 miles from New York City, a diminution of
Mr. Pearson's titles, a material failure by the company to comply with the
agreement's compensation provisions, a failure of the company to secure a
written assumption of the agreement by any successor company and a change in
control of AXA Financial (provided that Mr. Pearson delivers notice of
termination within 180 days after the change in control). The severance
benefits are contingent upon Mr. Pearson releasing all claims against AXA
Equitable and its affiliates and his entitlement to severance pay will be
discontinued if he provides services for a competitor. Also, in the event of a
termination of Mr. Pearson's employment by AXA Equitable without cause or
Mr. Pearson's resignation due to a change in control, Mr. Pearson's severance
benefits will cease after one year if certain performance conditions are not
met.

CHANGE IN CONTROL ARRANGEMENTS

AXA Equitable believes that it is important to provide employees with a level
of protection to reduce anxiety that may accompany a change in control.
Accordingly, change in control benefits are provided for stock options,
restricted stock and performance units.

For stock options granted under the Stock Option Plan in 2005 or later, if
there is a change in control of AXA Financial, all stock options will become
immediately exercisable for their term regardless of the otherwise applicable
exercise schedule. For stock options granted to employees prior to 2005 under
The AXA Financial, Inc. 1997 Stock Incentive Plan and restricted stock granted
under that plan, each stock option will, at the discretion of the Organization
and Compensation Committee of the AXA Financial Board of Directors (the "AXA
Financial OCC"), either be canceled in exchange for a payment in cash or become
immediately exercisable and all restricted stock will become non-forfeitable
and be immediately transferable unless the AXA Financial OCC reasonably
determines that: (i) the stock options or restricted stock will be honored,
(i) the stock options or restricted stock will be assumed or (iii) alternative
awards will be substituted for the stock options and restricted stock. Such
alternative awards must, among other items, provide rights and entitlements
substantially equivalent to, or better than, the rights and entitlements of the
existing awards and must have substantially equivalent economic value.

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Under the 2012, 2011 and 2010 Performance Unit Plans, if there is a change in
control of AXA Financial at any time between the end of the performance period
and the settlement date of the performance units, participants in the plan will
maintain the right to receive the settlement of their performance units on the
settlement date.

PERQUISITES

Named Executive Officers are provided with certain perquisites. Pursuant to his
employment agreement, Mr. Pearson is entitled to unlimited personal use of a
car and driver, two business class trips to the United Kingdom per year with
his spouse, expatriate tax services, a company car for his personal use, excess
liability insurance coverage, and repatriation costs. Each of the Named
Executive Officers may use a car and driver for personal purposes from time to
time and may occasionally bring spouses and guests on private aircraft flights
otherwise being taken for business reasons. Also, Mr. McMahon and Mr. Lane are
each permitted to use a corporate membership in a country club for personal
purposes and, in 2012, the company paid for various relocation costs for
Mr. Malmstrom and Mr. Lane.

In addition to the above, the Named Executive Officers receive financial
planning and tax preparation services.

All the Named Executive Officers also receive tax gross-up payments in respect
of their transportation and financial planning and tax preparation benefits.
Additional tax gross-ups were paid in 2012 for Mr. Malmstrom's and Mr. Lane's
relocation costs and for Mr. Pearson's excess liability insurance coverage. Tax
gross-ups on most perquisites will be discontinued for 2013.

The incremental costs of perquisites for the Named Executive Officers during
2012 are included in the column entitled "All Other Compensation" in the
Summary Compensation Table included in this Item 12.

OTHER COMPENSATION POLICIES

CLAWBACKS

In the event an individual's employment is terminated for cause, all stock
options and restricted stock awards held by the individual are forfeited as of
the date of termination. In addition, if an individual retires and induces
others to leave the employment of an AXA affiliate, misuses confidential
information learned while in the employ of AXA affiliate or otherwise acts in a
manner that is substantially detrimental to the business or reputation of any
AXA affiliate, all outstanding stock options held by the individual will be
forfeited.

SHARE OWNERSHIP POLICY

In September 2006, AXA Financial Group approved stock ownership guidelines for
senior officers of AXA Equitable including the Named Executive Officers. The
stock ownership requirements are expressed as a multiple of base salary, with
the chief executive officer required to own stock valued at five times his base
salary, executive vice presidents required to own stock equal to three times
their base salary and senior vice presidents required to own stock one and one
half times their base salary. The requirement can be satisfied by owning AXA
ordinary shares or AXA ADRs, including AXA ADRs held in accounts under the
401(k) Plan, vested restricted stock units held in the deferred compensation
plan and earned performance units. Senior officers were given a five-year
compliance window.

In September 2010, the OCC suspended the compliance window until 2015 due to
stock price decline, and because AXA's delisting of its ADRs and deregistration
from the SEC decreased the number of vehicles available for the officers to
meet their obligations.

DERIVATIVES TRADING AND HEDGING POLICIES

AXA Equitable's reputation for integrity and high ethical standards in the
conduct of its affairs is of paramount importance to it. To preserve this
reputation, all employees, including the Named Executive Officers, are subject
to the AXA Financial Insider Trading Policy. This policy prohibits, among other
items, all short sales of securities of AXA and its publicly-traded
subsidiaries and any hedging of equity compensation awards (including stock
option, performance unit, restricted stock or similar awards) or the securities
underlying those awards. Members of AXA's Management Committee must pre-clear
with the AXA Group General Counsel any derivatives transactions with respect to
AXA securities and/or the securities of other AXA Group publicly-traded
subsidiaries (including AllianceBernstein).

IMPACT OF TAX POLICIES

Code Section 162(m) limits tax deductions relating to executive compensation of
certain executives of publicly held companies. Because neither AXA Financial
nor any of its subsidiaries within the Insurance Segment, including AXA
Equitable and MLOA, is deemed to be publicly held for purposes of Code
Section 162(m), these limitations are not applicable to the executive
compensation program described above.

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COMPENSATION COMMITTEE REPORT

Not applicable.

CONSIDERATION OF RISK MATTERS IN DETERMINING COMPENSATION

AXA Equitable considered whether its compensation practices are reasonably
likely to have a material adverse effect on AXA Equitable and determined that
they do not. When conducting its analysis, AXA Equitable considered that the
programs have a number of features that contribute to prudent decision-making
and avoid an incentive to take excessive risk. The overall incentive design and
metrics of the incentive compensation program effectively balance performance
over time, considering both company earnings and individual results with
various multi-year time-vesting and performance periods. The short-term
incentive program mitigates risk by permitting discretionary adjustments for
both funding and granting purposes. AXA Equitable also considered that its
general risk management controls, oversight of its programs, award review and
governance processes preclude decision-makers from taking excessive risk to
achieve targets under the compensation plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Organization and Compensation Committee served as an officer
or employee of AXA Equitable.

In 2012, Directors Duverne and Slutsky also served on the Compensation
Committee of the Board of Directors of AllianceBernstein Corporation. Mr. de
Castries resigned as a member of the Compensation Committee of the Board of
Directors of AllianceBernstein Corporation in February 2012.

Mr. Kraus is a director of AXA Equitable. Mr. Kraus is Chairman of the Board
and Chief Executive Officer of AllianceBernstein Corporation and, accordingly,
also serves in that capacity for AllianceBernstein and AllianceBernstein
Holding.

For additional information about the Organization and Compensation Committee,
see "Directors, Executive Officers and Corporate Governance".

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SUMMARY COMPENSATION TABLE

The following table presents the compensation of our Named Executive Officers
for services performed for MLOA for the years ended December 31,
2010, December 31, 2011, and December 31, 2012 allocated to MLOA in a manner
consistent with the allocation of compensation expenses under the Services
Agreement. The amounts listed in this table as well as all other tables reflect
all payments made to the Named Executive Officers by AXA Equitable even though
a portion of these costs may have been reimbursed by certain affiliates
pursuant to various service agreements. The compensation reported includes
items such as salary and non-equity incentive compensation as well as the grant
date fair value of performance unit, restricted stock and stock option grants.
The performance units, restricted stock and stock options may never become
payable or may end up with a value that is substantially different from the
value reported here. The amounts in the Total column do not represent "total
compensation" as described in the Compensation Discussion and Analysis.

CHANGE IN
PENSION
VALUE AND
NON-EQUITY NONQUALIFIED ALL OTHER
FISCAL STOCK OPTION INCENTIVE DEFERRED COMP-
NAME YEAR SALARY/(1)/ BONUS/(2)/ AWARDS/(3)/ AWARDS/(4)/ COMPENSATION/(5)/ COMP- ENSATION/(7)/

PEARSON, MARK 2012 $ 44,794 -- $ 46,924 $ 11,155 $ 69,381 $ 56,432 $ 3,940
CHAIRMAN AND CHIEF 2011 $ 39,800 $ 69,155 $ 34,742 $ 13,336 $ 1,747 $ 6,378 $ 10,663
EXECUTIVE OFFICER
MALMSTROM, ANDERS 2012 $ 14,457 $ 5,850 $ 13,650 $ 590 $ 4,073
SENIOR EXECUTIVE
DIRECTOR AND CHIEF
FINANCIAL OFFICER
POUPART-LAFARGE
BERTRAND 2012 $ 10,127 $ 9,531 $ 1,451 $ 5,494 -- $ 12,384
INTERIM CHIEF
FINANCIAL OFFICER

DZIADZIO, RICHARD 2012 $ 5,984 $ 22,827 $ 3,483 -- $ 24,567 $ 14,371
FORMER SENIOR 2011 $ 19,448 $ 20,268 $ 5,208 $ 37,050 $ 24,418 $ 1,584
EXECUTIVE 2010 $ 18,999 $ 17,852 $ 6,371 $ 46,410 $ 14,197 $ 1,565
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

MCMAHON, ANDREW 2012 $ 23,337 $ 38,886 $ 5,938 $ 59,670 $ 28,353 $ 3,947
PRESIDENT 2011 $ 22,888 $ 38,003 $ 9,765 $ 59,670 $ 23,778 $ 3,145
2010 $ 18,999 $ 34,297 $ 8,760 $ 78,000 $ 12,626 $ 2,784

PIAZZOLLA, SALVATORE 2012 $ 35,070 -- $ 13,157 $ 2,006 $ 32,760 $ 11,091 $ 3,680
SENIOR EXECUTIVE 2011 $ 29,012 $ 5,850 $ 10,556 $ 2,713 $ 25,350 $ 3,960 $ 9,255
DIRECTOR AND CHIEF
HUMAN RESOURCES
OFFICER

LANE, NICHOLAS 2012 $ 19,223 $ 24,208 $ 3,695 $ 27,300 $ 11,963 $ 3,685
SENIOR EXECUTIVE 2011 $ 16,838 $ 12,667 $ 3,255 $ 21,060 $ 9,575 $ 2,086
DIRECTOR AND PRESIDENT,
RETIREMENT SAVINGS

SILVER, RICHARD 2012 $ 6,433 $ 21,445 $ 3,272 -- $ 30,210 $ 124,717
FORMER SENIOR 2011 $ 19,448 $ 20,268 $ 5,208 $ 37,440 $ 36,457 $ 2,067
EXECUTIVE 2010 $ 18,999 $ 17,852 $ 6,371 $ 46,410 $ 27,914 $ 2,165
VICE PRESIDENT, CHIEF
ADMINISTRATIVE OFFICER
AND CHIEF LEGAL OFFICER

NAME TOTAL

PEARSON, MARK $ 232,626
CHAIRMAN AND CHIEF $ 175,821
EXECUTIVE OFFICER
MALMSTROM, ANDERS $ 38,620
SENIOR EXECUTIVE
DIRECTOR AND CHIEF
FINANCIAL OFFICER
POUPART-LAFARGE
BERTRAND $ 38,987
INTERIM CHIEF
FINANCIAL OFFICER

DZIADZIO, RICHARD $ 71,232
FORMER SENIOR $ 107,976
EXECUTIVE $ 105,394
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

MCMAHON, ANDREW $ 160,131
PRESIDENT $ 157,249
$ 155,466

PIAZZOLLA, SALVATORE $ 97,764
SENIOR EXECUTIVE $ 86,696
DIRECTOR AND CHIEF
HUMAN RESOURCES
OFFICER

LANE, NICHOLAS $ 90,074
SENIOR EXECUTIVE $ 65,481
DIRECTOR AND PRESIDENT,
RETIREMENT SAVINGS

SILVER, RICHARD $ 186,077
FORMER SENIOR $ 120,888
EXECUTIVE $ 119,711
VICE PRESIDENT, CHIEF
ADMINISTRATIVE OFFICER
AND CHIEF LEGAL OFFICER

/(1)/Mr. Malmstrom's salary was paid from his hire date of June 1, 2012 to
December 31, 2012. Mr. Poupart-Lafarge's salary was paid from January 1,
2012 until his employment termination date of September 1, 2012.
Mr. Dziadzio's salary was paid from January 1, 2012 until his employment
termination date of April 13, 2012. Mr. Silver's salary was paid from
January 1, 2012 until his retirement on May 1, 2012.

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/(2)/For Mr. Malmstrom, this amount represents a sign-on bonus that he received
in June 2012. The bonus is subject to recoupment in the event
Mr. Malmstrom's employment is terminated for any reason (other than death
or job elimination) prior to one full year of employment.
/(3)/The amounts reported in this column represent the aggregate grant date
fair value of performance units, AXA miles and restricted stock awarded in
each year in accordance with US GAAP accounting guidance. The 2012
performance unit and AXA miles grants were valued at target which
represents the probable outcome at grant date. A maximum payout for the
performance unit grants would result in additional values of: Pearson
$61,000, Poupart-Lafarge $12,346, McMahon $50,508, Piazzolla $17,060, Lane
$31,427.
/(4)/The amounts reported in this column represent the aggregate grant date
fair value of stock options awarded in each year in accordance with
US GAAP accounting guidance.
/(5)/The amounts reported for 2012 are the awards paid in February 2013 to each
of the Named Executive Officers based on their 2012 performance. The
amounts reported for 2011 are the awards paid in February 2012 for 2011
performance. The amounts reported for 2010 are the awards paid in February
2011 for 2010 performance.
/(6)/The amounts reported represent the change in the actuarial present value
of accumulated pension benefits for each Named Executive Officer. The
Named Executive Officers did not have any above-market earnings on
non-qualified deferred compensation in 2010, 2011 or 2012.
/(7)/The following table provides additional details for the compensation
information found in the All Other Compensation column.

EXCESS TAX LIFE OTHER
LIABILITY FINANCIAL GROSS INSURANCE PERQUISITES/
NAME TRANSPORT/(A)/ INSURANCE/(B)/ ADVICE/(C)/ UPS/(D)/ PREMIUMS/(E)/ BENEFITS/(F)/ TOTAL
---- ------------- ------------- ---------- -------- ------------ ------------ ----------

PEARSON, MARK 2012 $ 422 $ 194 $ 1,079 $ 2,072 -- $ 173 $ 3,940
2011 $ 235 $ 180 $ 835 $ 4,949 -- $ 4,463 $ 10,662

MALMSTROM, ANDERS 2012 $ 8 -- $ 503 $ 836 $ 30 $ 2,697 $ 4,074

POUPART-LAFARGE, BERTRAND 2012 $ 1 -- -- $ 2,790 -- $ 9,593 $ 12,384

DZIADZIO, RICHARD 2012 -- -- $ 204 $ 211 -- $ 13,956 $ 14,371
2011 -- $ 68 $ 590 $ 640 -- $ 287 $ 1,585
2010 -- $ 68 $ 567 $ 612 -- $ 318 $ 1,565

MCMAHON, ANDREW 2012 $ 518 -- $ 630 $ 1,547 $ 553 $ 699 $ 3,947
2011 $ 409 $ 68 $ 590 $ 1,138 $ 599 $ 342 $ 3,146
2010 $ 419 $ 68 $ 567 $ 1,042 $ 401 $ 287 $ 2,784

PIAZZOLLA, SALVATORE 2012 $ 16 -- $ 1,546 $ 1,550 $ 130 $ 438 $ 3,680
2011 $ 3 $ 68 $ 835 $ 3,744 $ 158 $ 4,448 $ 9,256

LANE, NICHOLAS 2012 $ 28 -- $ 482 $ 1,627 $ 40 $ 1,508 $ 3,685
2011 $ 13 $ 68 $ 835 $ 762 $ 54 $ 353 $ 2,085

SILVER, RICHARD 2012 -- -- $ 951 $ 787 $ 656 $ 122,324 $ 124,718
2011 -- $ 68 $ 590 $ 548 $ 575 $ 287 $ 2,068
2010 -- $ 68 $ 567 $ 584 $ 632 $ 313 $ 2,164

/(a)/Mr. Pearson is entitled to the business and personal use of a dedicated
car and driver. The personal use of this vehicle for 2012 was valued based
on a formula considering the annual lease value of the vehicle, the
compensation of the driver and the cost of fuel. The other Named Executive
Officers may use cars and drivers for personal matters from time to time.
The value for each executive's car use is based on a similar formula
taking into account the annual lease value of the vehicle and the
compensation of the driver.

/(b)/Prior to 2012, the company paid the premiums for excess liability
insurance coverage for each of the Named Executive Officers. The company
no longer offers this benefit to the Named Executive Officers, except for
Mr. Pearson who is entitled to this benefit under his employment agreement.

/(c)/The company pays for financial planning and tax preparation services for
each of the Named Executive Officers other than Mr. Poupart-Lafarge.

/(d)/The company pays for tax gross-ups related to the transport and financial
planning and tax preparation services for each of the Named Executive
Officers who incurred the applicable expenses. In addition, Mr. Pearson
received tax gross-ups related to his excess liability insurance and his
imputed income related to having a guest accompany him on private aircraft
flights. Also, Mr. McMahon, Mr. Piazzolla and Mr. Lane received a tax
gross-up related to having a guest accompany them on certain business
trips. Mr. Malmstrom, Mr. Poupart-Lafarge and Mr. Lane received a tax
gross-up related to their relocation costs. Mr. Lane also received a tax
gross-up related to his personal use of a company membership in a country
club.

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/(e)/This column shows the cost of life insurance coverage provided to the
Named Executive Officers under the AXA Equitable Executive Survivor
Benefits Plan less the amount of any contributions made by the Named
Executive Officers. For this purpose, the cost of the life insurance
coverage was determined by multiplying the amount of coverage by the
actual policy cost of insurance rates.

/(f)/This column includes the amount of any employer matching contributions
received by each Named Executive Officer under the AXA Equitable 401(k)
Plan. This column also includes a cash incentive received by the Named
Executive Officers who completed a health risk assessment in connection
with the company's wellness program. For Mr. Malmstrom, this column
includes certain relocation costs and the amount of contributions made by
the Company to his Swiss retirement plan. For Mr. Poupart-Lafarge, this
column includes certain relocation costs. For Mr. Dziadzio, this column
includes amounts received for a pay-out of unused vacation pay and a
partial bonus payment for 2012. For Mr. McMahon and Mr. Piazzolla, this
column includes certain costs related to having a guest accompany them on
business trips. For Mr. Lane, this column includes the value of his
personal use of a company membership in a country club, certain relocation
costs and certain costs related to having a guest accompany him on
business trips. For Mr. Silver, this column includes amounts received
under a consulting agreement, amounts received under his severance
agreement and a pay-out of unused vacation days.

2012 GRANTS OF PLAN-BASED AWARDS

The following table provides additional information about plan-based
compensation disclosed in the Summary Compensation Table allocated to MLOA in a
manner consistent with the allocation of compensation expenses under the
Services Agreement. This table include both equity and non-equity awards
granted during 2012.

ESTIMATED ESTIMATED
FUTURE PAYOUTS FUTURE PAYOUTS ALL OTHER ALL OTHER
UNDER NON-EQUITY UNDER EQUITY STOCK OPTION CLOSING GRANT
INCENTIVE PLAN INCENTIVE PLAN AWARDS: AWARDS: EXERCISE MARKET DATE FAIR
AWARDS/(1)/ AWARDS/(2)/ NUMBER OF NUMBER OF OR BASE PRICE VALUE OF
- ------------------ ------------------ SHARES OF SECURITIES PRICE OF ON STOCK AND
GRANT THRE- MAX- THRE- MAX- STOCKS OR UNDERLYING OPTION DATE OF OPTION
NAME DATE SHOLD TARGET IMUM SHOLD TARGET IMUM UNITS OPTIONS AWARDS/(3)/ GRANT/(4)/ AWARDS/(5)/
---- ---------- ----- ------- ---- ----- ------ ----- --------- ---------- ---------- --------- ----------

PEARSON, MARK -- $76,245 N/A
03/16/2012 -- 4,524 4,524 $15.96 $17.29 $11,155
03/16/2012 -- 2,714 3,529 $46,924

MALMSTROM, ANDERS -- $13,650 N/A

POUPART-LAFARGE, -- $ 6,464 N/A
BERTRAND 03/16/2012 -- 196 196 392 $15.96 $17.29 $ 1,451
03/16/2012 -- 549 714 $ 9,497
03/16/2012 -- 1 1 1 $ 34

DZIADZIO, RICHARD -- $46,800 N/A
03/16/2012 -- 471 471 942 $15.96 $17.29 $ 3,483
03/16/2012 -- 1,319 1,714 $22,793
03/16/2012 -- 1 1 1 $ 34

MCMAHON, ANDREW -- $70,200 N/A
03/16/2012 -- 803 803 1,605 $15.96 $17.29 $ 5,938
03/16/2012 -- 2,247 2,922 $38,852
03/16/2012 -- 1 1 1 $ 34

PIAZZOLLA, SALVATORE -- $31,200 N/A
03/16/2012 -- 271 271 542 $15.96 $17.29 $ 2,006
03/16/2012 -- 759 987 $13,123
03/16/2012 -- 1 1 1 $ 34

LANE, NICHOLAS -- $27,300 N/A
03/16/2012 -- 499 499 999 $15.96 $17.29 $ 3,695
03/16/2012 -- 1,398 1,818 $24,174
03/16/2012 -- 1 1 1 $ 34

SILVER, RICHARD -- $46,800 N/A
03/16/2012 -- 442 442 885 $15.96 $17.29 $ 3,272
03/16/2012 -- 1,239 1,610 $21,412
03/16/2012 -- 1 1 1 $ 34

/(1)/The target column shows the target award for 2012 for each Named Executive
Officer under the AXA Equitable 2012 Short-Term Incentive Compensation
Plan for Senior Officers assuming the plan was fully funded.
Mr. Malmstrom's target was pro-rated based on his hire date of June 1,
2012. There is no minimum or maximum award for any participant in this
plan. The actual 2012 awards granted to the Named Executive Officers are
listed in the Non-Equity Incentive Compensation column of the Summary
Compensation Table.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

/(2)/The second row for each Named Executive Officer (other than Mr. Malmstrom)
shows the stock options granted under The AXA Stock Option Plan for AXA
Financial Employees and Associates on March 16, 2012. Except for those
awarded to Mr. Pearson, these stock options have a ten-year term and a
vesting schedule of four years, with one-third of the grant vesting on
each of the second, third and fourth anniversaries of the grant date,
provided that the last third is subject to a performance condition
requiring the AXA ordinary share to perform at least as well as the
DowJones Europe Stoxx Insurance Index over a specified period. This
performance condition applies to all of Mr. Pearson's options. The third
row for each Named Executive Officer shows the performance units granted
under the 2012 AXA Performance Unit Plan on March 16, 2012. These
performance units have a cliff vesting schedule of three years.
Performance units are granted unearned. Under the 2012 AXA Performance
Unit Plan, the number of units that is earned is determined at the end of
a two-year performance period by multiplying the number of units granted
by a percentage that is determined based on the performance of AXA Group
and AXA Financial Life and Savings Operations over the performance period.
The fourth row for each Named Executive Officer shows the AXA miles
granted on March 16, 2012.
/(3)/The exercise price for the stock options granted on March 16, 2012 is
equal to the average of the closing prices for the AXA ordinary share on
Euronext Paris over the 20 trading days immediately preceding March 16,
2012. For purposes of this table, the exercise price was converted to U.S.
dollars using the euro to U.S. dollar exchange rate on March 15, 2012.
/(4)/The closing market price on the date of grant was determined by converting
the closing AXA ordinary share price on NYSE Euronext Paris SA on
March 16, 2012 to U.S. dollars using the euro to U.S. dollar exchange rate
on March 16, 2012.
/(5)/The amounts in this column represent the aggregate grant date fair value
of stock options and performance units granted in 2012 in accordance with
US GAAP accounting guidance.

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2012

The following table lists outstanding equity grants for each Named Executive
Officer as of December 31, 2012 allocated in a manner consistent with the
allocation of compensation expenses to MLOA under the Services Agreement. The
table includes outstanding equity grants from past years as well as the current
year.

OPTION AWARDS STOCK AWARDS
------------------------------------------------------------------ ----------------------------------
EQUITY
INCENTIVE
EQUITY PLAN
INCENTIVE AWARDS:
PLAN NUMBER OF
AWARDS: NUMBER MARKET UNEARNED
NUMBER OF NUMBER OF NUMBER OF OF SHARES VALUE OF SHARES,
SECURITIES SECURITIES SECURITIES OR UNITS SHARES OR UNITS OR
UNDERLYING UNDERLYING UNDERLYING OF STOCK UNITS OF OTHER
UNEXERCISED UNEXERCISED UNEXERCISED OPTION OPTION THAT STOCK THAT RIGHTS THAT
OPTIONS OPTIONS UNEARNED EXERCISE EXPIRATION HAVE NOT HAVE NOT HAVE NOT
NAME EXERCISABLE/(1)/ UNEXERCISABLE/(1)/ OPTIONS/(1)/ PRICE/(2)/ DATE VESTED/(3)/ VESTED VESTED/(4)/
---- --------------- ----------------- ----------- --------- ---------- ---------- ---------- -----------

PEARSON, MARK 246 $ 11.37 03/14/13 340 $5,990.85 4,469
249 $ 20.50 03/26/14
225 $ 25.57 03/29/15
199 $ 33.57 03/31/16
229 115 $ 44.60 05/10/17
229 115 $ 33.21 04/01/18
899 449 $ 21.59 06/10/19
787 787 786 $ 21.08 03/19/20
5,363 $ 20.63 03/18/21
4,524 $ 15.96 03/16/22

MALMSTROM,
ANDERS 117 58 $ 13.34 03/20/19 114 $2,002.45 729
114 114 114 $ 21.08 03/19/20
300 150 $ 20.63 03/18/21
281 140 $ 15.96 0316/22

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

EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
NAME VESTED
---- -------------

PEARSON, MARK $78,724

MALMSTROM,
ANDERS $12,836

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OPTION AWARDS STOCK AWARDS
------------------------------------------------------------------ -----------------------------------
EQUITY
INCENTIVE
EQUITY PLAN
INCENTIVE AWARDS:
PLAN NUMBER OF
AWARDS: NUMBER MARKET UNEARNED
NUMBER OF NUMBER OF NUMBER OF OF SHARES VALUE OF SHARES,
SECURITIES SECURITIES SECURITIES OR UNITS SHARES OR UNITS OR
UNDERLYING UNDERLYING UNDERLYING OF STOCK UNITS OF OTHER
UNEXERCISED UNEXERCISED UNEXERCISED OPTION OPTION THAT STOCK THAT RIGHTS THAT
OPTIONS OPTIONS UNEARNED EXERCISE EXPIRATION HAVE NOT HAVE NOT HAVE NOT
NAME EXERCISABLE/(1)/ UNEXERCISABLE/(1)/ OPTIONS/(1)/ PRICE/(2)/ DATE VESTED/(3)/ VESTED VESTED/(4)/
---- --------------- ----------------- ----------- --------- ---------- ---------- ----------- -----------

POUPART-LAFARGE,
BERTRAND 246 $ 11.37 03/14/13 77 $1,356.72 855
347 $ 20.50 03/26/14
306 $ 25.57 03/29/15
23 $ 23.34 06/27/15
318 $ 33.57 03/31/16
156 78 $ 44.60 05/10/17
132 66 $ 33.21 04/01/18
121 61 $ 13.34 03/20/19
68 68 68 $ 21.08 03/19/20
273 137 $ 20.63 03/18/21
392 196 $ 15.96 03/16/22

DZIADZIO,
RICHARD

MCMAHON,
ANDREW 2,666 $ 25.90 03/29/15 1,064 $18,741.94 4,168
1,243 $ 33.78 03/31/16
700 350 $ 45.72 05/10/17
723 361 $ 33.21 04/01/18
782 391 $ 13.34 03/20/19
783 783 783 $ 21.08 03/19/20
2,618 1,309 $ 20.63 03/18/21
1,605 803 $ 15.96 03/16/22

PIAZZOLLA,
SALVATORE 727 364 $ 20.63 03/18/21 1 $ 17.17 1,293
542 271 $ 15.96 03/16/22

LANE, NICHOLAS 107 $ 23.37 06/06/15 133 $ 2,334.93 2,039
148 $ 33.78 03/31/16
109 $ 45.72 05/10/17
176 88 $ 33.21 04/01/18
224 112 $ 13.34 03/20/19
137 137 137 $ 21.08 03/19/20
873 436 $ 20.63 03/18/21
999 499 $ 15.96 03/16/22

SILVER, RICHARD 2,430 $ 11.95 03/14/13 324 $ 5,699.59 2,263
1,778 $ 19.68 03/26/14
1,357 $ 25.90 03/29/15
1,421 $ 33.78 03/31/16
744 372 $ 45.72 05/10/17
768 384 $ 33.21 04/01/18
782 391 $ 13.34 03/20/19
569 569 569 $ 21.08 03/19/20
1,396 698 $ 20.63 03/18/21
885 442 $ 15.96 03/16/22

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

EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
NAME VESTED
---- -------------

POUPART-LAFARGE,
BERTRAND $15,052

DZIADZIO,
RICHARD

MCMAHON,
ANDREW $73,418

PIAZZOLLA,
SALVATORE $22,781

LANE, NICHOLAS $35,920

SILVER, RICHARD $39,868

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/(1)/All stock options have ten-year terms. All stock options granted in 2007
and later (other than the options granted to Mr. Lane in 2007) have a
vesting schedule of four years, with one-third of the grant vesting on
each of the second, third and fourth anniversaries of the grant date,
provided that the last third will vest only if the AXA ordinary share
performs at least as well as the DowJones EuroStoxx Insurance Index during
a specified period (this condition applies to all options granted to
Mr. Pearson in 2012 and 2011). All stock options granted in 2006 and
earlier are vested.

/(2)/Stock options granted prior to 2005 to each Named Executive Officer other
than Mr. Pearson and Mr. Poupart-Lafarge have U.S. dollar exercise prices.
Stock options granted in 2005 and later, and all options granted to
Mr. Pearson, Mr. Malmstrom and Mr. Poupart-Lafarge, have euro exercise
prices. All euro exercise prices have been converted to U.S. dollars based
on the euro to U.S. dollar exchange rate on the day prior to the grant
date. The actual U.S. dollar equivalent of the exercise price will depend
on the exchange rate at the date of exercise.

/(3)/For Mr. Pearson, this column reflects earned performance units. For
Mr. Malmstrom, Mr. Poupart-Lafarge, Mr. Lane and Mr. Silver, this column
reflects earned performance units and AXA miles. For Mr. McMahon, this
column reflects earned performance units, restricted AXA ordinary shares
granted in 2010 and AXA miles. For Mr. Piazzolla, this column reflects AXA
miles.

/(4)/The amounts in this column include all unearned and unvested performance
units as of December 31, 2012 as well as the AXA miles granted on
March 16, 2012 which are subject to both time vesting and performance
conditions.

OPTION EXERCISES AND STOCK VESTED IN 2012

The following table summarizes the value received from stock option exercises
and stock grants vested during 2012, allocated in a manner consistent with the
allocation of compensation expenses to MLOA under the Services Agreement.

OPTION AWARDS STOCK AWARDS
--------------------- -----------------------
NUMBER OF VALUE NUMBER OF VALUE
SHARES REALIZED SHARES REALIZED
ACQUIRED ON ACQUIRED ON ON
NAME ON EXERCISE EXERCISE VESTING/(1)/ VESTING/(2)/
---- ----------- --------- ----------- -----------

PEARSON, MARK 450 $ 7,427

MALMSTROM, ANDERS -- --

POUPART-LAFARGE, BERTRAND 76 $ 1,313

DZIADZIO, RICHARD 2,094 $ 5,406 323 $ 5,572

MCMAHON, ANDREW 444 $ 7,661

PIAZZOLLA, SALVATORE -- --

LANE, NICHOLAS 132 $ 2,272

SILVER, RICHARD 2,430 $ 12,224 323 $ 5,572

/(1)/This column reflects the number of performance units granted to the
executives under the 2010 AXA Performance Unit Plan that vested on
March 19, 2012. The payout of the units was 100% in cash. For Mr. Pearson,
this column also includes 110 shares granted under AXA's 2008 Performance
Share Plan that vested on April 28, 2012.

/(2)/The value of the performance units that vested in 2012 was determined
based on the average of the high and low AXA ordinary share price on
March 19, 2012, converted to U.S. dollars using euro to U.S. dollar
exchange rate on March 19, 2012.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

PENSION BENEFITS AS OF DECEMBER 31, 2012

The following table lists the pension program participation and actuarial
present value of each Named Executive Officer's defined benefit pension at
December 31, 2012, allocated in a manner consistent with the allocation of
compensation expenses to MLOA under the Services Agreement.

PAYMENTS
NUMBER PRESENT DURING
OF YEARS VALUE OF THE LAST
CREDITED ACCUMULATED FISCAL
NAME PLAN NAME/(1)/ SERVICE BENEFIT YEAR
---- ---------------------------------------------- -------- ----------- ---------

PEARSON, MARK AXA Equitable Retirement Plan 3 $ 1,671 0
AXA Equitable Excess Retirement Plan 3 $ 6,414 0
AXA Equitable Executive Survivor Benefit Plan 3 $ 54,726 0

MALMSTROM, ANDERS AXA Equitable Retirement Plan 0 0
AXA Equitable Excess Retirement Plan 0 0
AXA Equitable Executive Survivor Benefit Plan $ 590 0

POUPART-LAFARGE, BERTRAND AXA Equitable Retirement Plan 0 0
AXA Equitable Excess Retirement Plan 0 0
AXA Equitable Executive Survivor Benefit Plan 0 0

DZIADZIO, RICHARD AXA Equitable Retirement Plan 7 $ 6,982 0
AXA Equitable Excess Retirement Plan 7 0 $ 32,245
AXA Equitable Executive Survivor Benefit Plan 7 $ 43,675 0

MCMAHON, ANDREW AXA Equitable Retirement Plan 6 $ 6,483 0
AXA Equitable Excess Retirement Plan 6 $ 44,049 0
AXA Equitable Executive Survivor Benefit Plan 6 $ 29,185 0

PIAZZOLLA, SALVATORE AXA Equitable Retirement Plan 1 $ 703 0
AXA Equitable Excess Retirement Plan 1 $ 1,827 0
AXA Equitable Executive Survivor Benefit Plan 1 $ 12,520 0

LANE, NICHOLAS AXA Equitable Retirement Plan 6 $ 6,176 0
AXA Equitable Excess Retirement Plan 6 $ 9,366 0
AXA Equitable Executive Survivor Benefit Plan 6 $ 10,981 0

SILVER, RICHARD AXA Equitable Retirement Plan 26 $ 26,234 0
AXA Equitable Excess Retirement Plan 26 $ 30,326 $45,496
AXA Equitable Executive Survivor Benefit Plan 26 $ 90,558 0

/(1)/Except as described in the following sentence, the December 31, 2012
liabilities for the AXA Equitable Retirement Plan (the "Retirement Plan"),
the AXA Equitable Excess Retirement Plan (the "Excess Plan") and the AXA
Equitable Executive Survivor Benefits Plan (the "ESB Plan") were
calculated using the same participant data, plan provisions and actuarial
methods and assumptions used under U.S. GAAP accounting guidance. A
retirement age of 65 is assumed for all pension plan calculations except
that Mr. Silver is assumed to begin receiving payments at age 60 since he
is eligible for an unreduced Prior Plan Annuity Benefit (as defined below)
at that time.

THE RETIREMENT PLAN

The Retirement Plan is a tax-qualified defined benefit plan for eligible
employees. Employees become eligible to participate after one year of service
and become vested in their benefits after three years of service. Participants
are eligible to retire and begin receiving benefits under the Retirement Plan:
(a) at age 65 (the "normal retirement date") or (b) if they are at least age 55
with at least 5 full years of service (an "early retirement date").

The Retirement Plan currently provides a cash balance benefit whereby a
notional account is established for each Retirement Plan participant. This
notional account is credited with deemed pay credits equal to 5% of eligible
earnings up to the Social Security wage base plus 10% of eligible earnings
above the Social Security wage base. Eligible earnings include base salary and
short-term incentive compensation and are subject to limits imposed by the
Internal Revenue Code of 1986, as amended (currently, $255,000 in 2013). In
addition, the notional account is credited with deemed interest credits. For
pay credits earned on or after April 1, 2012, the interest rate is determined
annually based on the

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

average discount rates for one-year Treasury Constant Maturities. For pay
credits earned prior to April 1, 2012, the annual interest rate is the greater
of 4% or a rate derived from the average discount rates for one-year Treasury
Constant Maturities. For pay credits earned prior to April 1, 2012 the rate was
4% for 2012 and for any pay credits earned on or after April 1, 2012, the rate
was 0.25% for 2012.

All of the Named Executive Officers, except Mr. Malmstrom and
Mr. Poupart-Lafarge, are entitled to a cash balance benefit. In addition,
Mr. Silver is entitled to a monthly annuity benefit that is provided to
employees who were participants in the Retirement Plan before January 1, 1989
(the "Prior Plan Annuity Benefit"). His Prior Plan Annuity Benefit is the
product of 60% of his final average monthly earnings and his service reduction
factor, with an offset for Social Security benefits. For this purpose, his
final average monthly earnings is the average of his highest monthly eligible
earnings for any 60-consecutive months during the 120-month period ending
December 31, 1988 and his service reduction factor is the quotient of his
actual years of service as of December 31, 1988 divided by 30.

Participants elect the time and form of payment of their Retirement Plan
benefits after they separate from service. The normal form of payment for
retirement plan benefits depends on a participant's marital status as of the
payment commencement date. If the participant is unmarried, the normal form
will be a single life annuity. If the participant is married, the normal form
will be a 50% joint and survivor annuity. Subject to spousal consent
requirements, participants may elect the following optional forms of payment:

. Single life annuity;

. Optional joint and survivor annuity of any whole percentage between 1%
and 100%; and

. Lump sum (cash balance benefits only).

THE EXCESS PLAN

The Excess Plan allows eligible employees to earn retirement benefits in excess
of what is permitted under the Retirement Plan. Specifically, the Retirement
Plan is subject to rules under the Internal Revenue Code of 1986, as amended
(the "Code"), that cap both the amount of eligible earnings that may be taken
into account for determining benefits under the Retirement Plan and the amount
of benefits that the Retirement Plan may pay annually. The Excess Plan permits
participants to accrue and be paid benefits that they would have earned and
been paid under the Retirement Plan but for these limits. The Excess Plan is an
unfunded plan and no assets are actually set aside in participants' names.

The Excess Plan was amended effective September 1, 2008 to comply with the
provisions of Code Section 409A. Pursuant to the amendment, a participant's
Excess Plan benefits vested after 2005 will generally be paid in a lump sum on
the first day of the month following the month in which separation from service
occurs, provided that payment will be delayed six months for "specified
employees" (generally, the fifty most highly-compensated officers of AXA
Group), unless the participant made a special one-time election with respect to
the time and form of payment of those benefits by November 14, 2008. The time
and form of payment of Excess Plan benefits that vested prior to 2005 is the
same as the time and form of payment of the participant's Retirement Plan
benefits. Mr. Malmstrom and Mr. Poupart-Lafarge do not participate in the
Excess Plan.

THE ESB PLAN

The ESB Plan offers financial protection to a participant's family in the case
of his or her death. Eligible employees may choose up to four levels of
coverage and the form of benefit to be paid at each level. Each level provides
a benefit equal to one times the participant's eligible compensation
(generally, base salary plus higher of most recent short-term incentive
compensation award and the average of the three highest short-term incentive
compensation awards), subject to an overall $25 million cap. Each level offers
different coverage choices. Generally, the participant can choose between a
life insurance death benefit and a deferred compensation benefit payable upon
death at each level.

Level 1

A participant can choose between two options at Level 1:

. Lump Sum Option - Under the Lump Sum Option, a life insurance policy is
purchased on the participant's life. At death, the participant's
beneficiary receives a tax-free lump sum death benefit from the policy.
The participant is taxed annually on the value of the life insurance
coverage provided.

. Survivor Income Option - Upon the participant's death, the Survivor
Income Option provides the participant's beneficiary with 15 annual
payments approximating the value of the Lump Sum Option or a payment
equal to the amount of the lump sum. The payments will be taxable but the
participant is not subject to annual taxation.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Level 1 coverage continues after retirement until the participant attains age
65.

Level 2

At Level 2, a participant can choose among the Lump Sum Option and Survivor
Income Option, described above, and:

. Surviving Spouse Benefit Option - The Surviving Spouse Benefit Option
provides the participant's spouse with monthly income equal to about
25.0% of the participant's monthly compensation (with an offset for
social security). The payments are taxable but there is no annual
taxation to the participant. The duration of the monthly income depends
on the participant's years of service at death (minimum of 5 years).

Level 2 coverage continues after retirement until the participant's death.

Levels 3 and 4

At Levels 3 and 4, a participant can choose among the Lump Sum Option and
Survivor Income Option, described above and:

. Surviving Spouse Income Addition Option - The Surviving Spouse Income
Addition Option provides monthly income to the participant's spouse for
life equal to 10.0% of the participant's monthly compensation. The
payments are taxable but there is no annual taxation to the participant.

Participants are required to contribute to the cost of any option elected under
Levels 3 and 4. Level 3 and 4 coverage continues after retirement until the
participant's death provided that contributions are still made by the
participant until age 65.

NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2012

The following table provides information on compensation the Named Executive
Officers have elected to defer as described in the narrative that follows,
allocated in a manner consistent with the allocation of compensation expenses
to MLOA under the Services Agreement.

EXECUTIVE REGISTRANT AGGREGATE AGGREGATE AGGREGATE
CONTRIBUTIONS CONTRIBUTIONS EARNINGS WITHDRAWALS/ BALANCE AT
NAME IN LAST FY IN LAST FY IN LAST FY DISTRIBUTIONS AT LAST FYE
---- ------------- ------------- ---------- ------------- -----------

PEARSON, MARK
MALMSTROM, ANDERS
POUPART-LAFARGE,
BERTRAND
DZIADZIO, RICHARD
MCMAHON, ANDREW
PIAZZOLLA, SALVATORE
LANE, NICK
SILVER, RICHARD $ 2,458 $ 1,047 $ 22,909

THE VARIABLE DEFERRED COMPENSATION PLAN FOR EXECUTIVES

The above table reflects amounts deferred by Mr. Silver under The Variable
Deferred Compensation Plan for Executives (the "VDCP"). Under the VDCP,
eligible employees were permitted to defer the receipt of up to 25% of their
base salary and short-term incentive compensation, as well as 100% of any
restricted stock grants. Deferrals were credited to a bookkeeping account in
the participant's name on the first day of the month following the month in
which the compensation otherwise would have been paid to him or her. The
account is used solely for record keeping purposes and no assets are actually
placed into any account in the participant's name. The VDCP was frozen as of
December 31, 2004 so that no amounts earned or vested after 2004 could be
deferred under the VDCP.

Account balances in the VDCP that are attributable to deferrals of base salary
and short-term incentive compensation are credited with gains and losses as if
invested in the available earnings crediting options chosen by the participant.
The VDCP currently offers a variety of earnings crediting options which are
among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

For deferrals of restricted stock awards, participants received deferred stock
units in the same number and with the same vesting restrictions as the
underlying awards. The participant is entitled to receive dividend equivalents
on the deferred stock units, if applicable. The deferred stock units are
distributed in stock.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

Participants in the VDCP could elect to credit their deferrals to in-service or
retirement distribution accounts. For retirement accounts, payments may be
received in any combination of a lump sum and/or annual installments paid in
consecutive years. Payments may begin in any January or July following the
participant's termination date, but they must begin by either the first January
or the first July following the later of: (a) the participant's attainment of
age 65 and (b) the date that is thirteen months following the participant's
termination date. For in-service accounts, payments are made to the participant
in December of the year elected by the participant in a lump sum or in up to
five annual installments over consecutive years.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The table below and the accompanying text presents the hypothetical payments
and benefits that would have been payable if the Named Executive Officers
terminated employment, or a change-in-control of AXA Financial occurred, on
December 31, 2012 (the "Trigger Date"), allocated in a manner consistent with
the allocation of compensation expenses to MLOA under the Services Agreement.
The payments and benefits described are hypothetical only, as no such payments
or benefits have been paid or made available. Hypothetical payments or benefits
that would be due under arrangements that are generally available on the same
terms to all salaried employees are not described.

RETIREMENT

No Named Executive Officers were eligible to retire on the Trigger Date. For
this purpose, "retirement" means termination of service on or after the normal
retirement date or any early retirement date under the Retirement Plan.

VOLUNTARY TERMINATION OTHER THAN RETIREMENT

NAMED EXECUTIVE OFFICERS OTHER THAN MR. PEARSON

If the Named Executive Officers, other than Mr. Pearson, had voluntarily
terminated employment other than by retirement on the Trigger Date:

Short-Term Incentive Compensation: The executives would not have been entitled
to any short-term incentive compensation awards for 2012.

Stock Options: All stock options granted under the Stock Option Plan to the
executives after 2004 would have been forfeited on the termination date. All
stock options granted prior to 2005 under The AXA Financial, Inc. 1997 Stock
Incentive Plan would have continued to be exercisable until the earlier of
their expiration date and 30 days following the termination date.

Performance Units: The executives would have forfeited all performance units.

AXA Miles: The executives would have forfeited all 50 of the AXA miles granted
on March 16, 2012.

Restricted Stock: All non-transferable stock granted to the executives in
connection with a performance unit payout would have immediately become
transferable. Mr. McMahon's restricted stock grant would have been forfeited.

Retirement Benefits: The executives would have been entitled to the benefits
described in the pension and nonqualified deferred compensation tables above.

MR. PEARSON

If Mr. Pearson had voluntarily terminated on the Trigger Date for "Good Reason"
as described below, he would have been entitled to: (i) severance pay equal to
the sum of two years of salary and two times the greatest of: (a) Mr. Pearson's
most recent bonus, (b) the average of Mr. Pearson's last three bonuses and
(c) Mr. Pearson's target bonus for the year in which termination occurred,
(ii) a pro-rated bonus at target for the year of termination, (iii) excess
pension plan accruals on the severance pay, (iv) continued participation in the
ESB Plan for an additional year following termination and (v) access to the
company medical plans at Mr. Pearson's or his spouse's sole expense for two
years from the date of termination.

For this purpose, "good reason" includes a material reduction in Mr. Pearson's
duties or authority, the removal of Mr. Pearson from his positions, AXA
Equitable requiring Mr. Pearson to be based at an office more than 75 miles
from New York City, a diminution of Mr. Pearson's titles, a material failure by
the company to comply with the agreement's compensation provisions, a failure
of the company to secure a written assumption of the agreement by any successor
company and a change in control of AXA Financial (provided that Mr. Pearson
delivers notice of termination within 180 days after the change in control).
The severance benefits are contingent upon Mr. Pearson releasing all claims
against

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

AXA Equitable and its affiliates and his entitlement to severance pay will be
discontinued if he provides services for a competitor. Also, in the event of a
termination of Mr. Pearson's employment by AXA Equitable without cause or
Mr. Pearson's resignation due to a change in control, Mr. Pearson's severance
benefits will cease after one year if certain performance conditions are not
met.

The following table quantifies severance payments or benefits Mr. Pearson would
have received if he had voluntarily terminated for Good Reason on the Trigger
Date:

Severance Pay............... $ 6,210,000
Pro-Rated Bonus............. $ 1,955,000
Additional Pension Accruals. $ 609,630

DEATH

If the Named Executive Officers had terminated employment due to death on the
Trigger Date:

Short-Term Incentive Compensation: The executives would not have been entitled
to any short-term incentive compensation awards for 2012.

Stock Options: All stock options would have immediately vested. All stock
options granted under the Stock Option Plan to the executives after 2004, and
all options granted to Mr. Pearson, would have continued to be exercisable
until the earlier of their expiration date and the six-month anniversary of the
date of death. If the Participant's beneficiary did not exercise the options
within this time limit, the beneficiary would be granted a stock appreciation
right ("SAR") which would entitle the beneficiary to a cash payment equal to
the appreciation in the stock over the exercise price of the forfeited option.
The SAR would automatically be paid out on the date that is the earlier of
(i) 5 years from the date of death and (ii) the expiration date of the
forfeited option (note that in the case of Mr. Pearson, this SAR provision
applies only to his 2011 and 2012 options). All stock options granted prior to
2005 under The AXA Financial, Inc. 1997 Stock Incentive Plan would have
continued to be exercisable until their expiration date.

Performance Units: The number of unearned performance units outstanding on the
Trigger Date would have been multiplied by an assumed Performance Factor of 1.3
and the resulting amount would have been paid to the executive's heirs. The
units would have been valued based on the closing price of the AXA ordinary
share on Euronext Paris and the euro to U.S. dollar exchange rate on the
Trigger Date.

AXA Miles: The executive's heirs would receive 50 AXA ordinary shares at the
end of the vesting period (i.e., March 16, 2016).

Retirement Benefits: The executives' heirs would have been entitled to the
benefits described in the pension and nonqualified deferred compensation tables
above.

INVOLUNTARY TERMINATION WITHOUT CAUSE

NAMED EXECUTIVE OFFICERS OTHER THAN MR. PEARSON

Mr. Poupart-Lafarge, Mr. Silver and Mr. Dziadzio actually terminated employment
during 2012. For the other Named Executive Officers excluding Mr. Pearson, had
they been terminated, they would have been eligible for severance benefits
under the AXA Equitable Severance Benefit Plan, as supplemented by the AXA
Equitable Supplemental Severance Plan for Executives (collectively, the
"Severance Plan"), if an involuntary termination of employment had occurred on
the Trigger Date that satisfied the conditions in the Severance Plan. To
receive benefits, the executives would have been required to sign a separation
agreement including a release of all claims against AXA Equitable and its
affiliates and non-solicitation provisions.

The severance benefits would have included:

. severance pay equal to 52 weeks' of salary;

. additional severance pay equal to the greater of: (i) the most recent
STIC award paid to the executive, (ii) the average of the three most
recent STIC awards paid to the executive or (iii) the executive's target
STIC award for 2012;

. a lump sum payment equal to the sum of: (i) the executive's target STIC
award for 2012 and (ii) $40,000;

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. one year's continued participation in the ESB Plan; and

. pension accruals for all severance pay, subject to the terms of the
Retirement Plan and the Excess Plan.

The following table lists the payments and pension accruals that the executives
would have received if they were involuntarily terminated under the Severance
Plan on the Trigger Date as well as the implications for their stock option,
performance unit and restricted stock awards:

SEVERANCE BENEFITS EQUITY GRANTS
- ------------------------------ ------------------------------------------------------
ADDITIONAL
LUMP SUM PENSION PERFORMANCE
NAME SEVERANCE PAYMENT ACCRUALS STOCK OPTIONS UNITS RESTRICTED STOCK/(1)/
---- --------- --------- ---------- --------------------- ----------- --------------------

MALMSTROM, ANDERS $ 48,230 $ 15,210 $ 4,601 Options would Forfeited N/A
continue to vest
and be
exercisable until
the earlier of their
expiration date
and 30 days after
the end of the
one-year
severance period.
MCMAHON, ANDREW $ 93,349 $ 71,760 $ 9,113 Options would Forfeited A pro-rated
continue to vest portion of each
and be grant would
exercisable until become non-
the earlier of their forfeitable on the
expiration date Trigger Date
and 30 days after based on the
the end of the number of
one-year months worked
severance period. since the grant
date but remain
non- transferable
until the fifth
anniversary of the
grant date.

PIAZZOLLA, SALVATORE $ 66,122 $ 32,760 $ 6,391 Options would Forfeited N/A
continue to vest
and be
exercisable until
the earlier of their
expiration date
and 30 days after
the end of the
one-year
severance period.

LANE, NICHOLAS $ 46,674 $ 28,860 $ 4,446 Options would Forfeited N/A
continue to vest
and be
exercisable until
the earlier of their
expiration date
and 30 days after
the end of the
one-year
severance period.

/(1)/This column only lists rules applicable to restricted stock grants other
than non-transferable stock granted in connection with a performance unit
plan payout. Such stock would have become immediately transferable.

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Mr. Pearson

Under Mr. Pearson's employment agreement, he waived any right to participate in
the Severance Plan. Rather, if Mr. Pearson's employment had been terminated
without "Cause" as defined below on the Trigger Date, he would have been
entitled to the same benefits as termination for Good Reason as described
above, subject to the same conditions. "Cause" is defined in Mr. Pearson's
employment agreement as: (i) willful failure to perform substantially his
duties after reasonable notice of his failure, (ii) willful misconduct that is
materially injurious to the company, (iii) conviction of, or plea of NOLO
CONTEDERE to, a felony or (iv) willful breach of any written covenant or
agreement with the company to not disclose information pertaining to them or to
not compete or interfere with the company.

CHANGE-IN-CONTROL

With the exception of Mr. Pearson, none of the Named Executive Officers are
entitled to any special benefits upon a change-in-control of AXA Financial
other than the benefits provided to all employees for their stock options,
restricted stock and performance units.

For stock options granted under the Stock Option Plan in 2005 or later, if
there is a change in control of AXA Financial, all stock options will become
immediately exercisable for their term regardless of the otherwise applicable
exercise schedule. For stock options granted to employees prior to 2005 under
the AXA Financial, Inc. 1997 Stock Incentive Plan and restricted stock granted
under that plan, each stock option will, at the discretion of the Organization
and Compensation Committee of the AXA Financial Board of Directors (the "AXA
Financial OCC"), either be canceled in exchange for a payment in cash or become
immediately exercisable and all restricted stock will become non-forfeitable
and be immediately transferable unless the AXA Financial OCC reasonably
determines that: (i) the stock options or restricted stock will be honored,
(i) the stock options or restricted stock will be assumed or (iii) alternative
awards will be substituted for the stock options and restricted stock. Such
alternative awards must, among other items, provide rights and entitlements
substantially equivalent to, or better than, the rights and entitlements of the
existing awards and must have substantially equivalent economic value.

As mentioned above, Mr. Pearson's employment agreement provides that "Good
Reason" includes Mr. Pearson's termination of employment in the event of a
change-in-control (provided that Mr. Pearson delivers notice of termination
within 180 days after the change in control). Accordingly, Mr. Pearson would
have been entitled to the benefits described above, subject to the same
conditions. For this purpose, a change-in-control includes: (a) any person
becoming the beneficial owner of more than 50% of the voting stock of AXA
Financial, (b) AXA and its affiliates ceasing to control the election of a
majority of the AXA Financial Board of directors and (c) approval by AXA
Financial's stock holders of a reorganization, merger or consolidation or sale
of all or substantially all of the assets of AXA Financial unless AXA and its
affiliates owned directly or indirectly more than 50% of voting power of the
company resulting from such transaction.

2012 DIRECTOR COMPENSATION TABLE

The following table provides information on compensation that was paid to our
directors for their services on the board of MLOA in 2012.

CHANGE IN
PENSION VALUE
AND
FEES NONQUALIFIED
EARNED NON-EQUITY DEFERRED
OR PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
NAME IN CASH/(1)/ AWARDS/(2)/ AWARDS/(3)/ COMPENSATION EARNINGS COMPENSATION/(4)/ TOTAL
---- ----------- ----------- ---------- -------------- ------------- ---------------- -------

DE CASTRIES, HENRI..... -- -- -- -- -- $ 141 $ 141

DUVERNE, DENIS......... -- -- -- -- -- $ 163 $ 163

DE OLIVEIRA, RAMON..... $ 16,250 $ 20,000 $ 1,377 -- -- $ 177 $37,804

FALLON-WALSH, BARBARA.. $ 10,823 $ 7,861 -- -- -- $ 322 $19,006

GOINS, CHARLYNN (5).... $ 18,050 $ 20,000 $ 1,377 -- -- $ 680 $40,107

HALE, DANNY L.......... $ 23,525 $ 20,000 $ 1,377 -- -- $ 682 $45,584

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CHANGE IN
PENSION VALUE
AND
FEES NONQUALIFIED
EARNED OR NON-EQUITY DEFERRED
PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
NAME IN CASH/(1)/ AWARDS/(2)/ AWARDS/(3)/ COMPENSATION EARNINGS COMPENSATION/(4)/ TOTAL
---- ----------- ----------- ---------- -------------- ------------- ---------------- ---------

HAMILTON, ANTHONY L... $ 24,850 $ 20,000 $ 1,377 -- -- $ 225 $ 46,452

HIGGINS, JAMES F. (5). $ 2,948 $ 1,365 -- -- -- $ 54 $ 4,367

KRAUS, PETER S........ -- -- -- -- -- -- --

MILLER, SCOTT D. (5).. $ 1,775 $ 1,365 -- -- -- $ 34 $ 3,174

SCOTT, BERTRAM........ $ 11,348 $ 7,861 -- -- -- $ 130 $ 19,339

SLUTSKY, LORIE A...... $ 20,877 $ 20,000 $ 1,377 -- -- $ 225 $ 42,479

SULEIMAN, EZRA (5).... $ 19,925 $ 20,000 $ 1,377 -- -- $ 710 $ 42,012

TOBIN, PETER J. (5)... $ 3,391 $ 1,365 -- -- -- $ 88 $ 4,844

VAUGHAN, RICHARD C.... $ 25,409 $ 20,000 $ 1,377 -- -- $ 284 $ 47,070

/(1)/For 2012, each of our non-officer directors received the following cash
compensation:

. $16,250 cash retainer (pro-rated for partial years of service);

. $300 for each special board meeting attended;

. $375 for each Audit Committee meeting attended; and

. $300 for all other Committee meetings attended.

In addition, the Chairpersons of the Organization and Compensation
Committee, the Investment Committee and the Investment and Finance Committee
each received an additional $2,500 retainer and the Chairman of the Audit
Committee received a $3,125 retainer.

/(2)/The amounts reported in this column represent the aggregate grant date
fair value of restricted and unrestricted stock awarded in 2012 in
accordance with U.S. GAAP accounting guidance. As of December 31, 2012,
our directors had outstanding restricted stock awards in the following
amounts:

Mr. De Oliveira....................... 434 restricted shares
Ms. Goins............................. 1,164 restricted shares
Mr. Hale.............................. 812 restricted shares
Mr. Hamilton.......................... 1,164 restricted shares
Mr. Higgins........................... 730 restricted shares
Mr. Miller............................ 730 restricted shares
Ms. Slutsky........................... 1,164 restricted shares
Mr. Suleiman.......................... 1,164 restricted shares
Mr. Tobin............................. 730 restricted shares
Mr. Vaughan........................... 812 restricted shares

/(3)/The amounts reported in this column represent the aggregate grant date
fair value of stock options awarded in 2012 in accordance with U.S. GAAP
accounting guidance. As of December 31, 2012, our directors had
outstanding stock options in the following amounts:

Mr. De Oliveira....................... 558 options
Ms. Goins............................. 2,794 options
Mr. Hale.............................. 1,044 options
Mr. Hamilton.......................... 3,947 options
Mr. Higgins........................... 3,389 options

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Mr. Miller............................ 3,389 options
Ms. Slutsky........................... 2,794 options
Mr. Suleiman.......................... 2,794 options
Mr. Tobin............................. 3,389 options
Mr. Vaughan........................... 1,044 options

/(4)/This column lists premiums paid by the company for group life insurance
coverage and any amounts paid by the company for a director's spouse to
accompany the director on a business trip or event (as well as any related
tax gross-up).
/(5)/Mr. Higgins, Mr. Miller and Mr. Tobin retired effective February 10, 2012.
Ms. Goins and Mr. Suleiman retired effective January 1, 2013.

THE EQUITY PLAN FOR DIRECTORS

Under The Equity Plan for Directors (the "Equity Plan"), non-officer directors
are granted the following each year:

. an option award (granted in the first quarter);

. a restricted stock award (granted in the first quarter); and

. a stock retainer of $12,500, payable in two installments in June and
December.

Stock Options

The value of the stock option grants are determined using the Black-Scholes
methodology or other methodology used with respect to option awards
contemporaneously made to employees. The options are subject to a four-year
vesting schedule whereby one-third of each grant vests on the second, third and
fourth anniversaries of the grant date.

Restricted Stock

The number of shares of restricted stock to be granted to each non-officer
director is determined by dividing $7,500 by the fair market value of the stock
on the applicable grant date (rounded down to the nearest whole number). During
the restricted period, the directors are entitled to exercise full voting
rights on the restricted stock and receive all dividends and distributions. The
restricted stock has a three-year cliff vesting schedule.

Termination of Service

In the event a non-officer director dies or, after completing one year of
service, is removed without cause, is not reelected, retires or resigns:
(a) his or her options will become fully vested and exercisable at any time
prior to the earlier of the expiration of the grant or five years from
termination of service and (b) his or her restricted stock will immediately
become non-forfeitable; provided that if the director performs an act of
misconduct, all of his or her options and restricted stock then outstanding
will become forfeited. Upon any other type of termination, all outstanding
options and restricted stock are forfeited.

Deferrals of Restricted Stock and Stock Retainer

Non-officer directors may elect to defer receipt of at least ten percent of
their stock retainer and/or restricted stock awards. Upon deferral, the
director receives deferred stock units in the same number and with the same
vesting restrictions, if any, as the underlying awards. The director is
entitled to receive dividend equivalents on such deferred stock units, if
applicable. The deferred stock units will be distributed in stock on an elected
distribution date or upon the occurrence of certain events.

Change in Control

Upon a change in control of AXA Financial, unless the awards will be assumed or
substituted following the change in control: (a) the options will either become
fully exercisable or cancelled in exchange for a payment in cash equal to the
excess, if any, of the change in control price over the exercise price, and
(b) the restricted stock will become immediately non-forfeitable.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

CHARITABLE AWARD PROGRAM FOR DIRECTORS

Under the Charitable Award Program for Directors, a non-officer director may
designate up to five charitable organizations and/or education institutions to
receive an aggregate donation of $125,000 after his or her death. Although the
company may purchase life insurance policies insuring the lives of the
participants to financially support the program, it has not elected to do so.

MATCHING GIFTS

Non-officer directors may participate in AXA Foundation's Matching Gifts
program. Under this program, the AXA Foundation matches donations made by
participants to public charities of $50 or more, up to $500 per year.

BUSINESS TRAVEL ACCIDENT

All directors are covered for accidental loss of life while traveling to, or
returning from:

. board or committee meetings;

. trips taken at our request; and

. trips for which the director is compensated.

Each director is covered up to four times their annual compensation, subject to
certain maximums.

DIRECTOR EDUCATION

All directors are encouraged to attend director education programs as they deem
appropriate to stay abreast of developments in corporate governance and best
practices relevant to their contribution to the board generally, as well as to
their responsibilities in their specific committee assignments and other roles.
We generally reimburse non-officer directors for the cost to attend director
education programs offered by third parties, including related reasonable
travel and lodging expenses, up to a maximum amount of $1,250 per director each
calendar year.

THE POST-2004 VARIABLE DEFERRED COMPENSATION PLAN FOR DIRECTORS

Non-officer directors may defer up to 100% of their annual cash retainer and
meetings fees under The Post-2004 Variable Deferred Compensation Plan for
Directors (the "Deferral Plan"). Deferrals are credited to a bookkeeping
account in the director's name in the month that the compensation otherwise
would have been paid to him or her. The account is used solely for record
keeping purposes and no assets are actually placed into any account in the
director's name. The minimum deferral is 10%.

Account balances in the Deferral Plan are credited with gains and losses as if
invested in the available earnings crediting options chosen by the participant.
The Deferral Plan currently offers a variety of earnings crediting options
which are among those offered by the AXA Premier VIP Trust and EQ Advisors
Trust.

Participants in the Deferral Plan elect the form and timing of payments from
their accounts. Payments may be received in any combination of a lump sum
and/or annual installments paid in consecutive years. Payments may begin in any
July or December after the year of deferral, but they must begin by the first
July or the first December following age 70 (72 in the case of certain
grandfathered directors). Participants make alternate elections in the event of
separation from service prior to the specified payment date and death prior to
both the specified payment date and separation from service.

The Deferral Plan was designed, and is intended to be administered, in
accordance with the requirements of Code Section 409A.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Stock ownership guidelines for non-officer directors were implemented in 2007
with a five-year compliance window. The guidelines require holdings of two
times the annual cash retainer.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

We are an indirect wholly-owned subsidiary of AXA Financial. AXA Financial's
common stock is 100% owned by AXA and its subsidiaries. For additional
information regarding AXA, see "Business - Parent Company".

SECURITY OWNERSHIP BY MANAGEMENT

The following table sets forth, as of March 1, 2013, certain information
regarding the beneficial ownership of common stock of AXA by each of our
directors and executive officers and by all of our directors and executive
officers as a group.

AXA COMMON STOCK/(1)/

NAME OF BENEFICIAL OWNER NUMBER OF SHARES AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------ --------------------------------------------------- ----------------

Mark Pearson/(2)/ 145,403 *
Andrew McMahon/(3)/ 271,501 *
Henri de Castries/(4)/ 3,839,246 *
Ramon de Oliveria 7,682 *
Denis Duverne/(5)/ 2,931,907 *
Barbara Fallon-Walsh 1,989 *
Danny L. Hale/(6)/ 12,049 *
Anthony J. Hamilton/(7)/ 51,824 *
Peter S. Kraus -- *
Bertram L. Scott 1,989 *
Lorie A. Slutsky/(8)/ 27,940 *
Richard C. Vaughan/(9)/ 12,150 *
Dave Hattem/(10)/ 137,184 *
Nick Lane/(11)/ 60,022 *
Anders Malmstrom/(12)/ 14,288 *
Salvatore Piazzolla/(13)/ 9,373 *
Amy J. Radin 50 *
All directors, director nominees and executive officers as
a group (17 persons)/(14)/ 7,524,597 *

* Number of shares listed represents less than 1% of the outstanding AXA
common stock.
/(1)/Holdings of AXA American Depositary Shares ("ADS") are expressed as their
equivalent in AXA ordinary shares. Each AXA ADS represents the right to
receive one AXA ordinary share.
/(2)/Includes 98,694 shares Mr. Pearson can acquire within 60 days under option
plans. Also includes (i) 4,719 restricted AXA shares, representing the 30%
payout of AXA performance units awarded to Mr. Pearson in 2009 and
(ii) 8,721 earned and unpaid AXA performance units, which he can elect to
receive in the form of shares or cash.
/(3)/Includes 230,488 shares Mr. McMahon can acquire within 60 days under
option plans. Also includes (i) 4,165 restricted AXA shares, representing
the 30% payout of AXA performance units awarded to Mr. McMahon in 2009,
(ii) 15,883 restricted shares that will vest on May 20, 2015, and
(iii) 11,375 earned and unpaid AXA performance units, which he can elect
to receive in the form of shares or cash.
/(4)/Includes 2,330,890 shares Mr. de Castries can acquire within 60 days under
option plans. Also includes 231,000 unvested AXA performance shares, which
are paid out when vested based on the price of an AXA ordinary share at
that time and are subject to achievement of internal performance
conditions.
/(5)/Includes 2,059,669 shares Mr. Duverne can acquire within 60 days under
option plans. Also includes 196,200 on vested AXA performance shares,
which are paid out when vested based on the price of an AXA ordinary share
at that time and are subject to achievement of internal performance
conditions.
/(6)/Includes 648 shares Mr. Hale can acquire within 60 days under options
plans.
/(7)/Includes (i) 11,661 shares Mr. Hamilton can acquire within 60 days under
options plans and (ii) 31,978 deferred stock units under The Equity Plan
for Directors.
/(8)/Includes (i) 7,050 shares Ms. Slutsky can acquire within 60 days under
options plans and (ii) 19,845 deferred stock units under The Equity Plan
for Directors.
/(9)/Includes 648 shares Mr. Vaughan can acquire within 60 days under options
plans.

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/(10)/Includes 80,356 shares Mr. Hattem can acquire within 60 days under option
plans. Also includes (i) 1,406 restricted AXA shares, representing the
30% payout of AXA performance units awarded to Mr. Hattem in 2009 and
(ii) 3,055 earned and unpaid AXA performance units, which he can elect to
receive in the form of shares or cash.
/(11)/Includes 37,790 shares Mr. Lane can acquire within 60 days under option
plans. Also includes (i) 6,097 restricted AXA shares, representing the
30% payout of AXA performance units awarded to Mr. Lane in 2009 and
(ii) 3,374 earned and unpaid AXA performance units, which he can elect to
receive in the form of shares or cash
/(12)/Includes 10,316 shares Mr. Malmstrom can acquire within 60 days under
option plans. Also includes 1,032 restricted AXA shares, representing the
30% payout of AXA performance units awarded to Mr. Malmstrom in 2009 and
(ii) 2,890 earned and unpaid AXA performance units, which he can elect to
receive in the form of shares or cash.
/(13)/Includes 9,323 shares Mr. Piazzolla can acquire within 60 days under
option plans.
/(14)/Includes 4,707,033 shares the directors and executive officers as a group
can acquire within 60 days under option plans.

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APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

POLICIES AND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS

AXA Financial, our parent company, has formal policies covering its employees
and directors that are designed to avoid conflicts of interests that may arise
in certain related party transactions. For example, employees of AXA Financial
and its subsidiaries are subject to the AXA Financial Policy Statement on
Ethics (the "Ethics Policy Statement"). The Ethics Policy Statement includes
provisions designed to avoid conflicts of interests that may lead to divided
loyalties by requiring that employees, among other things, not exercise any
responsibility in a transaction in which they have an interest, receive certain
approvals before awarding any contract to a relative or close personal friend
and not take for their own benefit business opportunities developed or learned
of during the course of employment. Similarly, MLOA's non-officer directors are
subject to the AXA Financial Policy Statement on Interests of Directors and
Contracts With Directors And Their Relatives for Non-Officer Directors (the
"Policy Statement"). The Policy Statement includes provisions designed to
maintain the directors' independent judgment by requiring, among other things,
disclosure of interests in any proposed transaction and abstention from voting
if a director has a significant financial interest in the transaction or the
transaction is with a business organization in which the director has an
official affiliation. It further prohibits certain credit related transactions
and requires disclosure of potential contracts with and employment of close
relatives. Each director must submit a report annually regarding his or her
compliance with the Policy Statement.

Other than as set forth above, MLOA does not have written policies regarding
the employment of immediate family members of any of its related persons.

As a wholly-owned subsidiary of AXA Financial, and ultimately of AXA, MLOA
enter into various transactions with both AXA Financial and AXA and their
subsidiaries in the normal course of business including, among others, service
agreements, reinsurance transactions, and lending and other financing
arrangements. While there is no formal written policy for the review and
approval of transactions between MLOA and AXA and/or AXA Financial, such
transactions are routinely subject to a review and/or approval process. For
example, payments made by MLOA to AXA and its subsidiaries pursuant to certain
intercompany service or other agreements ("Intercompany Agreements") are
reviewed with the Audit Committee on an annual basis. The amount paid by MLOA
for any personnel, property and services provided under such Intercompany
Agreements may not exceed the fair market value of such personnel, property and
services. Additionally, Intercompany Agreements to which MLOA is a party are
subject to the approval of the Arizona Department of Insurance, pursuant to
Arizona's insurance holding company systems act.

In practice, any proposed related party transaction which management deems to
be significant or outside of the ordinary course of business would be submitted
to the Board of Directors for its approval.

TRANSACTIONS BETWEEN MLOA AND AFFILIATES

Under MLOA's service agreement with AXA Equitable, personnel services, employee
benefits, facilities, supplies and equipment are provided to MLOA to conduct
its business. The associated costs related to the service agreement are
allocated to MLOA based on methods that management believes are reasonable,
including a review of the nature of such costs and activities performed to
support MLOA. As a result of such allocations, MLOA incurred expenses of
$85,398,849, $50,783,523 and $47,224,671 for 2012, 2011 and 2010, respectively.

In August 2012, MLOA sold its entire portfolio of agricultural mortgage loans
on real estate to AXA Equitable Life Insurance Company in exchange for
$42,000,000 in cash.

MLOA paid $11,025,653, $36,259,328 and $31,139,274 in commissions and fees for
the sale of its insurance products to AXA Distribution Holding Corporation and
its subsidiaries in 2012, 2011 and 2010 respectively. AXA Distribution Holding
Corporation is an indirect wholly-owned subsidiary of AXA Financial and its
subsidiaries include AXA Advisors, LLC, AXA Network LLC and PlanConnect, LLC.
MLOA charged AXA Distribution Holding Corporation and its subsidiaries
$24,495,729, $3,135,608 and $3,330,769 for their applicable share of operating
expenses in 2012, 2011 and 2010, respectively.

Various AXA affiliates cede a portion of their life, health and catastrophe
insurance business through reinsurance agreements to AXA Global Life. AXA
Global Life, in turn, retrocedes a quota share portion of these risks to MLOA
on a one-year term basis. Premiums and experience refunds earned under this
arrangement totaled $1,160,113, $1,820,395 and $1,775,120 in 2012, 2011 and
2010, respectively. Claims and expenses paid were $724,780, $1,119,749 and
$1,530,059 in 2012, 2011 and 2010, respectively.

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MLOA cedes a portion of its life business through excess of retention treaties
to AXA Equitable on a yearly renewal term basis. Premiums paid to AXA Equitable
totaled $570,437, $426,414 and $395,877 in 2012, 2011 and 2010, respectively.
Claims and expenses were $0, $0 and $894,974 in 2012, 2011 and 2010,
respectively.

MLOA ceded new variable life policies on an excess of retention basis with AXA
Equitable and reinsured the no lapse guarantee riders through AXA RE Arizona
Company. Ceded premiums totaled $317,488, $334,772 and $361,422 in 2012, 2011
and 2010, respectively.

In addition to the AXA Equitable service agreement, MLOA has various other
service and investment advisory agreements with affiliates. The amount of
expenses incurred by MLOA related to these agreements was $1,939,543,
$1,933,690 and $1,992,087 for 2012, 2011 and 2010, respectively.

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PART II

ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ESTIMATED
ITEM OF EXPENSE EXPENSE
--------------- ----------

Registration fees........................................... $13,640.00
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.................................................. N/A
Accounting fees............................................. N/A
Audit fees.................................................. $ 20,000*
Engineering fees............................................ N/A
Directors and officers insurance premium paid by Registrant. N/A

--------
* Estimated expense.

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 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) Underwriting Agreement.

(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 (333-177419) filed
on October 20, 2011.

(b) Form of Brokerage General Agent Sales Agreement with Schedule and
Amendment to Brokerage General Agent Sales Agreement among [Brokerage
General Agent] and AXA Distributors, LLC, AXA Distributors Insurance
Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC and AXA
Distributors Insurance Agency of Massachusetts, LLC. 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.

(c) Form of Wholesale Broker-Dealer Supervisory and Sale Agreement
among [Broker Dealer] and AXA Distributors, LLC. 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.

(d) General Agent Sales Agreement dated June 6, 2005, by and between
MONY Life Insurance Company of America and AXA Network, LLC, previously
filed with this registration statement on Form S-1 (File No. 333-180068)
filed on March 13, 2012.

(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
Exhibit (c)(9) to the Registration Statement on Form N-6 (File
No. 333-134304) filed on March 1, 2012.

(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, previously filed with
this registration statement on Form S-1 (File No. 333-180068) filed on
March 13, 2012.

(e) Broker-Dealer Distribution and Servicing Agreement, dated June 6,
2005, made by and between MONY Life Insurance Company of America and AXA
Advisors, LLC, previously filed with this registration statement on Form
S-1 (File No. 333-180068) filed on March 13, 2012.

(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.

(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. 8 to the registration statement on Form N-4 (File No.
333-72632) filed on May 4, 2005.

(4) Form of contract.

(a) Variable Indexed Option Rider (R09-30), incorporated herein by
reference to Exhibit 4 to the Registration Statement (File No. 333-167938
on Form S-3, filed on September 30, 2010.

(b) Variable Indexed Option Rider (ICC09-R09-30), previously filed
with this registration statement on Form S-1 (File No. 333-180068) filed
on March 13, 2012.

(5) Opinion and consent of counsel regarding legality

(a) Opinion and consent of Dodie Kent as to the legality of
securities being registered, filed herewith.

(8) Not Applicable.

(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.

(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
Exhibit 10.2 to Annual Report (File No. 333-65423) on Form 10-K, filed
on March 31, 2005.

(11) Not Applicable.

(12) Not Applicable.

(15) Not Applicable.

(16) Not Applicable.

(21) Not Applicable.

(23) Consents of Experts and Counsel.

(a) Consent of PricewaterhouseCoopers LLP, filed herewith.

(b) See Item (5) above.

(24) Powers of Attorney.

(a) Powers of Attorney, filed herewith.

(25) Not Applicable.

(26) Not Applicable.

101.INS XBRL Instance Document, filed herewith.

101.SCH XBRL Taxonomy Extension Schema Document, filed herewith.

101.CAL XRL Taxonomy Extension Calculation Linkbase Document, filed herewith.

101.LAB XBRL Taxonomy Label Linkbase Document, filed herewith.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.

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.

(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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City and State of
New York, on this 25th day of April, 2013.

MONY Life Insurance Company of America
(Registrant)

By: /s/ Dodie Kent
-----------------------------------
Dodie Kent
Vice President and Associate General Counsel
MONY Life Insurance Company of America

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER:

*Mark Pearson Chairman of the Board, Chief
Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

*Anders Malmstrom Senior Executive Vice President and
Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

*Andrea M. Nitzan Executive Vice President and Chief
Accounting Officer

*DIRECTORS:

Mark Pearson Anthony J. Hamilton Bertram Scott
Denis Duverne Peter S. Kraus Lorie A. Slutsky
Barbara Fallon-Walsh Andrew J. McMahon Richard C. Vaughan
Danny L. Hale Ramon de Oliveira

*By: /s/ Dodie Kent
-------------------------
Dodie Kent
Attorney-in-Fact

April 25, 2013

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION TAG VALUE
----------- ------------------------------------------------------ -----------

(5)(a) Opinion and Consent of Dodie Kent EX-99.5a

(23)(a) Consent of PricewaterhouseCoopers LLP Ex-99.23a

(24)(a) Powers of Attorney Ex-99.24a

101.INS XBRL Instance Document EX-101.INS

101.SCH XBRL Taxonomy Extension Schema Document EX-101.SCH

101.CAL XRL Taxonomy Extension Calculation Linkbase Document EX-101.CAL

101.LAB XBRL Taxonomy Label Linkbase Document EX-101.LAB

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document EX-101.PRE

101.DEF XBRL Taxonomy Extension Definition Linkbase Document EX-101.DEF