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

---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
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 $104,999,922 $ $ $13,523.99
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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 $104,999,922.

(2)Prior to the filing of this Registration Statement, $99,149,490 of units of
interest under the Market Stabilizer Option (R) remained unregistered and
unsold, pursuant to Registration Statement File No. 333-188135 on Form S-1,
which was filed with the Commission on April 25, 2013. The registration fee
of $13,523.99 associated with those unsold units of interest was used as
payment for the registration fee associated with the $104,999,922 units of
interest registered hereunder pursuant to Rule 457(p), and such unsold units
of interest were deemed deregistered.

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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, 2014

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.
--------------------------------------------------------------------------------

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.
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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) # 612156

Contents of this Prospectus

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MARKET STABILIZER OPTION(R)
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Who is MONY Life Insurance Company of America? 3

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1. DEFINITIONS 4
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2. FEE TABLE SUMMARY 6
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3. RISK FACTORS 7
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4. DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 9
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5. DISTRIBUTION OF THE POLICIES 19
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6. ADDITIONAL INFORMATION 20
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APPENDICES
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I -- Policy/rider variations I-1
II -- Early Distribution Adjustment Examples II-1
III -- Information about MONY Life Insurance Company
of America III-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
$552.3 billion in assets as of December 31, 2013. 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
main administrative office is located at 525 Washington Boulevard, Jersey City,
NJ 07310.

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 GIO LIMITATION -- A specified percentage limitation on the
amount of your Segment Maturity Value that may be allocated to the guaranteed
interest option. MONY America reserves the right to implement a specified
percentage limitation on the amount of your Segment Maturity Value that may be
allocated to the guaranteed interest option. The specified percentage
limitation can be changed at anytime, but it will never be less than 5% of your
Segment Maturity Value. We will transfer any portion of your Segment Maturity
Value that is allocated to the guaranteed interest option in excess of the
Segment Maturity GIO Limitation to the EQ/Money Market variable investment
option unless we receive your instructions prior to the Segment Maturity Date
that the Segment Maturity Value should be allocated to the MSO Holding Account
or to any other available variable investment option. See "Appendix I --
Policy/rider variations" for more information.

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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-------------------------------------------------------------------------------
WHEN CHARGE IS GUARANTEED
MSO CHARGES DEDUCTED CURRENT NON-GUARANTEED MAXIMUM
-------------------------------------------------------------------------------
Variable Index On Segment Start Date 0.75% 0.75%
Benefit Charge/(1)/
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Variable Index At the beginning of 0.65% 1.65%
Segment Account each policy month
Charge/(1)/ during the Segment
Term
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Total 1.40% 2.40%
-------------------------------------------------------------------------------

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MAXIMUM SPREAD
WHEN CHARGE IS PERCENTAGE THAT MAY
OTHER DEDUCTED BE DEDUCTED
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Loan Interest On each policy Oregon policies: 2%
Spread/(2)/ for anniversary (or on All other policies: 5%
Amounts of Policy loan termination, if
Loans Allocated to earlier)
MSO Segment
-------------------------------------------------------------------------------

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MAXIMUM AMOUNT
WHEN CHARGE IS THAT MAY BE
OTHER DEDUCTED DEDUCTED
-------------------------------------------------------------------------------
Early Distribution On surrender or other 75% of Segment Account Value/(3)/
Adjustment distribution
(including loan) from
an MSO Segment prior
to its Segment
Maturity Date
-------------------------------------------------------------------------------
(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.

.. Upon advance notification, MONY America reserves the right to implement a
Segment Maturity GIO Limitation

.. 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

RISK FACTORS

terminated with corresponding early distribution adjustments. Please see
"Long-Term Care Services/SM/ Rider" later in this prospectus for more
information.

.. 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. 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 GIO transferred to the Unloaned GIO subject to any
Segment Maturity GIO Limitation that we may impose.

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. If the Segment Maturity GIO Limitation is in effect,
then you may only allocate up to a specified percentage of your Segment
Maturity Value to the guaranteed interest option. That limitation will never be
less than 5% of your Segment Maturity Value. Any portion of the Segment
Maturity Value that is allocated to the guaranteed interest option in excess of
the Segment Maturity GIO Limitation will be allocated to the EQ/Money Market
variable investment option unless we receive your instructions prior to the
Segment Maturity Date that the Segment Maturity Value should be allocated to
any other available variable investment option. Please see "Right to
Discontinue and Limit Amounts Allocated to the MSO" and "Segment Maturity GIO
Limitation" 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.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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.

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.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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 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 II 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

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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 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 II for further information.)

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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 II for further information.) This charge would generally be less
than the amount by which the Index had 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 II
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

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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
moneyness values that are above and below the moneyness value of the
hypothetical put option.

(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 moneyness values 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 II 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 II 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

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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.

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

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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.

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.

SEGMENT MATURITY GIO LIMITATION

Upon advance notification, we reserve the right to limit the amount of your
Segment Maturity Value that may be allocated to the guaranteed interest option.
However, that limitation will never be less than 5% of your Segment Maturity
Value. We will transfer any portion of your Segment Maturity Value that is
allocated to the guaranteed interest option in excess of the Segment Maturity
GIO Limitation to the EQ/Money Market variable investment option unless we
receive your instructions prior to the Segment Maturity Date that the Segment
Maturity Value should be allocated to the MSO Holding Account or to any other
available variable investment option.

As of November 18, 2013, MONY America will not exercise its right to limit the
amounts that may be allocated and or transferred to the guaranteed interest
option ("policy guaranteed interest option limitation"). All references to the
policy guaranteed interest option limitation in your prospectus, and/or in your
policy and/or in the endorsements to your policy, are not applicable. See
"Appendix I -- Policy/rider variations" for more information.

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.

DESCRIPTION OF THE MARKET STABILIZER OPTION(R)

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.

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, 2013 and 2012 and for
each of the three years in the period ended December 31, 2013 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: Policy/rider variations

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

This Appendix reflects policy/rider variations that differ from what is
described in this rider or in your prospectus but may have been in effect at
the time your policy/rider was issued. If you purchased your policy/rider
during the "Approximate Time Period" below, the noted variation may apply to
you. Your policy/rider may have been available in your state past the
approximate end date indicated below. For more information about your
particular features, charges and options available under your policy/rider
based upon when you purchased it, please contact your financial professional
and/or refer to your policy/rider.

-----------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
-----------------------------------------------------------------------------
November 18, 2013 to Guaranteed interest MONY America will not
present option ("GIO") limitation exercise its right to
limit the amounts that
may be allocated and or
transferred to the
guaranteed interest
option ("policy
guaranteed interest
option limitation"). All
references to the policy
guaranteed interest
option limitation in
your prospectus, and/or
in your policy and/or in
the endorsements to your
policy, are not
applicable.
-----------------------------------------------------------------------------
September 19, 2009 - Guaranteed interest Any reference to the
November 18, 2013 option ("GIO") limitation policy guaranteed
interest option
limitation is
inapplicable.
-----------------------------------------------------------------------------

I-1

APPENDIX I: POLICY/RIDER VARIATIONS

Appendix II: 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%
-------------------------------------------------------------------------------------------------------------------------------

II-1

APPENDIX II: 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.

II-2

APPENDIX II: 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.

II-3

APPENDIX II: 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........................... 19
Legal Proceedings................................. 20
Financial Statements and Notes to Financial
Statements...................................... 28
Selected Financial Data........................... 63
Management's Discussion and Analysis of Financial
Condition and Results of Operations............. 65
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............. 90
Quantitative and Qualitative Disclosures About
Market Risk..................................... 91
Directors, Executive Officers, Promoters and
Control Persons................................. 93
Executive Compensation............................ 98
Security Ownership of Certain Beneficial Owners
and Management.................................. 128
Transactions with Related Persons, Promoters and
Certain Control Persons......................... 130

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.

DIFFICULT CONDITIONS IN THE GLOBAL CAPITAL MARKETS AND THE ECONOMY COULD
ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Our business, results of operations and financial condition are materially
affected by conditions in the global capital markets and the economy generally.
We have been affected by the financial crisis and its aftermath since 2008.
While financial markets generally stabilized and performed well in 2013, a wide
variety of factors continue to negatively impact economic conditions and
consumer confidence. These factors include, among others, concerns over the
pace of the economic recovery, the U.S. Federal Reserve's tapering of its bond
buying program, including, the potential impact to emerging economies, the
recent shutdown of the U.S. government, the level of U.S. national debt, the
European sovereign debt issues, unemployment, the availability and cost of
credit, the U.S. housing market, inflation levels, and geopolitical issues.
Given our interest rate and equity market exposure, these events could 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
insurance products could be adversely affected. In addition, the levels of
surrenders and withdrawals of our variable life 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."

INTEREST RATE FLUCTUATIONS MAY NEGATIVELY IMPACT OUR BUSINESS, RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.

Some of our life insurance 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 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 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;

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

. although we take measures, including hedging strategies utilizing
derivative instruments to manage the economic risks of investing in a
changing interest rate environment, we may not be able to effectively
mitigate, and we may sometimes choose based on economic considerations
and other factors not to fully mitigate or to increase, the interest
rate risk of our assets relative to our liabilities; and

. 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 for an extended
period of time. 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; higher costs for derivative instruments used
to hedge certain of our product risks; 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 contracts which, in
turn, reduces the amount of revenue we derive from fees charged on those
account and asset values;

. can influence policyholder behavior, which may adversely impact the
levels of surrenders, withdrawals and amounts of withdrawals of our
variable life 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; and

. 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.

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

Certain of our products contain minimum crediting rates. 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
earnings. In the normal course of business, we seek to mitigate some of these
risks to which our business is subject through our reinsurance and hedging
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.

Reinsurance. We utilize reinsurance to mitigate a portion of the risks that we
face, principally in certain of our in-force life insurance products with
regard to mortality. 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. For
example, a material amount of liabilities were reinsured to Protective Life
Insurance Company ("Protective Life") in October 2013. Given our significant
concentration of reinsurance with Protective Life, if Protective Life fails to
perform its obligations under the reinsurance treaty, such a failure could have
a material adverse impact on our results of operations and financial condition.
See "Description of Business -- Reinsurance and Hedging" and Note 1 of Notes to
Financial Statements. 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 Hedging" 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
experience could result in increased reinsurance costs, and ultimately, may
reduce the availability of reinsurance for future life

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

insurance sales. If, for new sales, we are unable to maintain our current level
of reinsurance or purchase new reinsurance protection 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.

Hedging Programs. We use equity index options on the S&P 500, Russell 2000,
Morgan Stanley Capital International, Europe, Australasia and Far East for the
purpose of hedging our crediting rate exposure in the Market Stabilizer
Option(R) and indexed universal life insurance products. This involves entering
into a package of calls and/or put options whose payoff mimics the crediting
rate embedded in individual segments of these products. In certain cases,
however, we may not be able to apply these techniques to effectively hedge
these risks because the derivatives market(s) in question may not be of
sufficient size or liquidity or there could be an operational error in the
application of our hedging strategy or for other reasons. The operation of our
hedging programs is based on models involving numerous estimates and
assumptions, including, among others, mortality, lapse, surrender and
withdrawal rates and amounts of withdrawals, election rates, market volatility,
interest rates and correlation among various market movements. There can be no
assurance that ultimate actual experience will not differ materially from our
assumptions, particularly (but not only) during periods of high market
volatility, which could adversely impact results of operations and financial
condition. If we are unable to effectively hedge these risks, we could
experience economic losses which could have a material adverse impact on our
results of operations and financial condition.

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.

Our products are highly regulated and approved by the individual state
regulators where such products are sold. State insurance regulators and the
National Association of Insurance Commissioners (the "NAIC") regularly
reexamine existing laws and regulations applicable to insurance companies and
their products. Changes in these laws and regulations, or in interpretations
thereof including, potentially rescinding prior product approvals, 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. See "Description of Business -- Regulation -- Insurance Regulation"
and "Description of Business -- Regulation -- NAIC."

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 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 Reserve
Insurance Office (the "FIO") within the U.S. Treasury Department and reforms
the regulation of the non-admitted property and casualty insurance market and
the reinsurance market. Federal legislation and administrative policies can
significantly and adversely affect insurance companies, including policies
regarding financial services regulation, securities regulation, derivatives
regulation, pension regulation, health care regulation, privacy, tort reform
legislation and taxation. In addition, various forms of direct and indirect
federal regulation of insurance have been proposed from time to time, including
proposals for the establishment of an optional federal charter for insurance
companies. Other aspects of our insurance operations could also be affected by
Dodd-Frank. For example, the Dodd-Frank Act includes a new framework of
regulation of the over-the-counter ("OTC") derivatives markets. See
"Description of Business -- Regulation -- Dodd-Frank Wall Street Reform and
Consumer Protection Act."

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, on July 18, 2013, the
Financial Stability Board (the "FSB") published its initial list of nine global
systemically important insurers ("G-SIIs"), which includes AXA, our parent
company. While the precise implications of being designated a G-SII are not yet
clear, it 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, change the way AXA conducts its business and
AXA's overall competitive position in relation to insurance groups that are not
designated G-SIIs. All of these possibilities, if they occurred, could affect
the way we conduct our business (including, for example, which products we
offer) and manage capital, and may require us to satisfy increased capital
requirements, and of which in turn could materially affect our results of
operations, financial condition and liquidity. See "Description of Business --
Regulation -- International Regulation."

GENERAL: From time to time, regulators raise issues during examinations or
audits of us and regulated subsidiaries that could, if determined adversely,
have a material impact on us. 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. We
are also subject to other regulations and may in the future become subject to
additional regulations. See "Description of Business -- Regulation." Compliance
with applicable laws

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

and regulations is time consuming and personnel-intensive, and changes in these
laws and regulations may materially increase our direct and indirect compliance
and other expenses of doing business, thus having a material adverse effect on
our results of operations and financial condition.

OUR PRODUCTS ARE SUBJECT TO EXTENSIVE REGULATION AND FAILURE TO MEET ANY OF THE
COMPLEX PRODUCT REQUIREMENTS MAY REDUCE PROFITABILITY.

Our products are subject to a complex and extensive array of state and federal
tax, securities, insurance and employee benefit plan laws and regulations,
which are administered and enforced by a number of different governmental and
self-regulatory authorities, including, among others, state insurance
regulators, state securities administrators, state banking authorities, the
Securities and Exchange Commission (the "SEC"), the Financial Industry
Regulatory Authority, Inc. ("FINRA"), the U.S. Department of Labor (the "DOL")
and the Internal Revenue Service (the "IRS").

For example, U.S. federal income tax law imposes requirements relating to
insurance product design, administration and investments that are conditions
for beneficial tax treatment of such products under the Internal Revenue Code.
Additionally, state and federal securities and insurance laws impose
requirements relating to insurance product design, offering and distribution
and administration. Failure to administer product features in accordance with
contract provisions or applicable law, or to meet any of these complex tax,
securities, or insurance requirements could subject us to administrative
penalties imposed by a particular governmental or self-regulatory authority,
unanticipated costs associated with remedying such failure or other claims,
litigation, harm to our reputation or interruption of our operations, If this
were to occur, it could adversely impact our profitability, results of
operations and financial condition.

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. 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 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 REQUIREMENTS TO PLEDGE COLLATERAL OR MAKE PAYMENTS RELATED TO DECLINES IN
ESTIMATED FAIR VALUE OF SPECIFIED ASSETS MAY ADVERSELY AFFECT OUR LIQUIDITY AND
EXPOSE US TO COUNTERPARTY CREDIT RISK.

Some of our transactions with financial and other institutions specify the
circumstances under which the parties are required to pledge collateral related
to any decline in the market value of the specified assets. In addition, under
the terms of some of our transactions, we may be required to make payments to
our counterparties related to any decline in the market value of the specified
assets. The amount of collateral we may be required to pledge and the payments
we may be required to make under these agreements may increase under certain
circumstances, which could adversely affect our liquidity. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

IF THE COUNTERPARTIES TO THE DERIVATIVE INSTRUMENTS WE USE TO HEDGE THE RISKS
ON CERTAIN OF OUR PRODUCTS DEFAULT OR FAIL TO PERFORM, WE MAY BE EXPOSED TO
RISKS WE HAD SOUGHT TO MITIGATE, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We use equity index options on the S&P 500, Russell 2000, Morgan Stanley
Capital International, Europe, Australasia and Far East for the purpose of
hedging crediting rate exposure in the Market Stabilizer Option(R) in our
variable life and indexed universal life insurance products. This involves
entering into a package of calls and/or put options whose payoff mimics the
crediting rate embedded in individual segments of

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

these products. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Derivatives." If our counterparties fail
or refuse to honor their obligations under these derivative instruments, we
could face significant losses to the extent collateral agreements do not fully
offset our exposures. This is a more pronounced risk to us in view of the
stresses suffered by financial institutions over the past several years. Such
failure could have a material adverse effect on our financial condition and
results of operations.

CHANGES IN STATUTORY RESERVE OR OTHER REQUIREMENTS AND/OR THE IMPACT OF ADVERSE
MARKET CONDITIONS COULD RESULT IN CHANGES TO OUR PRODUCT OFFERINGS THAT COULD
NEGATIVELY IMPACT OUR BUSINESS.

Changes in statutory reserve or other requirements, increased costs of hedging,
other risk mitigation techniques and financing and other adverse market
conditions could result in certain products becoming less profitable or
unprofitable. These circumstances may cause us to modify and/or eliminate
certain features of various products, including our universal life products
among others, and could cause the suspension or cessation of sales of certain
products in the future. Any modifications to products that we may make could
result in certain of our products being less attractive and/or competitive.
This could adversely impact sales which could negatively impact our ability to
maintain our distribution relationships. This, in turn, may negatively impact
our business and results of operations and 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, 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 our insurance 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 products are also based
in part upon expected persistency of these products, which is the probability
that a policy will remain in force from one period to the next. 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, the adjustments permitted under the terms of the
policies 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.

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
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, hedging costs, 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 AND WHICH MAY CONTAIN ERRORS.

We use models in in our hedging programs and many other aspects of our
operations, including but not limited to product development 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 19% of the carrying value of our total cash
and invested assets as of December 31, 2013. 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 SECURITIES MAY BE REALIZED OR RESULT
IN FUTURE IMPAIRMENTS, RESULTING IN A REDUCTION IN OUR NET EARNINGS.

Fixed maturity 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 earnings. Our gross unrealized losses on fixed
maturity securities at December 31, 2013 were approximately $33 million. The
accumulated change in estimated fair value of these available-for-sale
securities is recognized in net earnings 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 earnings 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.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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. At this time,
management cannot predict what actions the SEC, FINRA and/or regulators may
take or what the impact of such actions might be. See "Description of Business
-- Regulation" and Note 12 of Notes to Financial Statements.

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
products. The nature and extent of competition and the markets for our life
insurance 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 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. 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 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. 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.

THE INABILITY OF AXA ADVISORS AND AXA NETWORK TO RECRUIT, MOTIVATE AND RETAIN
EXPERIENCED AND PRODUCTIVE FINANCIAL PROFESSIONALS MAY ADVERSELY AFFECT OUR
BUSINESS.

Financial professionals associated with AXA Advisors and AXA Network are key
factors driving our sales. Intense competition exists among insurers and other
financial services companies for financial professionals. Companies compete for
financial professionals principally with respect to compensation policies,
products and sales support. Competition is particularly intense in the hiring
and retention of experienced financial professionals. Although we believe that
AXA Advisors and AXA Network offer financial professionals a strong value
proposition, we cannot provide assurances that AXA Advisors and AXA Network
will be successful in their efforts to recruit, motivate and retain top
financial professionals.

THE ABILITY OF FINANCIAL PROFESSIONALS ASSOCIATED WITH AXA ADVISORS AND AXA
NETWORK TO SELL OUR COMPETITORS' PRODUCTS COULD RESULT IN REDUCED SALES OF OUR
PRODUCTS AND REVENUES.

Most of the financial professionals associated with AXA Advisors and AXA
Network can sell annuity and life insurance products of competing unaffiliated
insurance companies. To the extent the financial professionals sell our
competitors' products rather than our products, we will experience reduced
sales and revenues.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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"). 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. For example, we rely on Protective Life to provide all
administrative services and other related services with respect to business
reinsured with Protective Life. See "Description of Business -- Reinsurance and
Hedging." 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, 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

material delay, disruption or inability to develop needed system capabilities
could have a material adverse effect on our 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 for a variety of functions, including
processing claims and applications, providing information to customers
and distributors, performing actuarial analysis and modelling and
maintaining financial records. We also retain confidential and
proprietary information on our computer systems and we rely on
sophisticated technologies to maintain the security of that information.
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
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.

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."

RECENT DEVELOPMENTS

On October 1, 2013, we entered into a reinsurance agreement (the "Reinsurance
Agreement") with Protective Life Insurance Company ("Protective Life") pursuant
to which Protective Life is reinsuring on a 100% indemnity reinsurance basis an
in-force book of life insurance and annuity policies, written by MLOA primarily
prior to 2004. Under the terms of the Reinsurance Agreement, we transferred and
ceded assets equal to approximately $1,308 million, net of ceding commission of
approximately $370 million for consideration for the transfer of liabilities
amounting to approximately $1,374 million. In addition to the Reinsurance
Agreement, we entered into a long-term administrative services agreement with
Protective Life whereby Protective Life will provide all administrative and
other services with respect to the reinsured business. For additional
information regarding the Reinsurance Agreement, see Notes 1, 4, 6 and 7 of
Notes to Financial Statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

In first quarter 2014, AXA Financial rolled out a branding initiative intended
to help AXA Financial deliver on its strategy. As part of this initiative, the
AXA Financial Group companies have enhanced their brand identity in the
marketplace by using AXA as the single brand for AXA Financial's advice,
retirement and life insurance lines of business. As a result, we have
simplified our brand in the U.S. marketplace to "AXA". AXA Financial believes
that this simplification and marketing of the brand will emphasize its
strategic transformation in the United States, help it become a more prominent
player in the U.S. life insurance marketplace and enable a more seamless global
brand with our ultimate parent company, AXA. We further believe that the AXA
brand is a more digitally friendly brand name allowing customers an easier way
to get to us, find us and do business with us.

PRODUCTS

As part of AXA Financial's ongoing efforts to efficiently manage capital
amongst its insurance subsidiaries, improve the quality of the product line-up
of its insurance subsidiaries and enhance the overall profitability of AXA
Financial Group, in 2013, most sales of indexed life insurance to policyholders
located outside of New York were issued through MLOA instead of AXA Equitable,
another life insurance subsidiary of AXA Financial. It is expected that, in
2014, AXA Financial will continue to issue new life insurance products, which
are issued to policyholders located outside of New York through MLOA instead of
AXA Equitable. 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.

LIFE INSURANCE PRODUCTS. Our primary life insurance product offerings include:

UNIVERSAL LIFE. Universal life is a form of permanent life insurance that
provides protection in case of death, as well as a savings or cash value
component. The cash value of a universal life policy is based on the amount of
premiums paid, the declared interest crediting rate and the policy charges.
Unlike term life or whole life insurance, flexible premium universal life
policies permit flexibility in the amount and timing of premium payments
(within limits) and they generally offer the policyholder the ability to choose
one of two death benefit options: level benefits equal to the policy's original
face amount or a variable benefit equal to the original face amount plus any
existing policy account value.
-----------
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 sccount investment assets of MLOA excluding the assets held in
those separate sccounts 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. Unless otherwise
defined herein, capitalized terms used in the "Description of Business" are
defined in the "Risk Factors" that immediately precede this section.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

We recently introduced Brightlife/SM/ Protect, a type of universal life policy
that offers a low cost structure and the flexibility to adjust to a
policyholder's changing needs. Brightlife/SM/ Protect offers an indexed-linked
interest option and offers policyholders several practical features including,
among other things, a long term care services rider and flexible premium
payments.

We also offer an indexed universal life product. Indexed universal life
insurance combines life insurance with equity-linked accumulation potential.
The equity linked option(s) provide upside potential for cash value
accumulation up to certain growth cap rates and downside protection through a
floor for certain investment periods. This floor will limit the impact of
decreases over the investment period in the values of the indices selected.

VARIABLE UNIVERSAL LIFE. Variable universal life is a form of permanent life
insurance that combines the premium and death benefit flexibility of universal
life insurance with investment opportunity. A policyholder can invest premiums
in one or more underlying portfolios offering different levels of risk and
growth potential. The investment portfolios provide long-term growth potential,
tax deferred earnings and the ability to make tax free transfers among the
investment portfolios. A policyholder can choose one of two death benefit
options: level benefit equal to the policy's original face amount or a variable
benefit equal to the original face amount plus any existing policy account
value. Variable universal life insurance products offered by us include
single-life products, second-to-die policies (which pay death benefits
following the death of both insureds) and products for the corporate-owned life
insurance ("COLI") market.

We offer the Market Stabilizer Option(R), an investment option, on our variable
universal life product. The Market Stabilizer Option(R) offers a policyholder
growth potential (up to a cap) and downside protection through a buffer.
Through the use of the upside caps and a downside buffer, the Market Stabilizer
Option(R) helps a policyholder manage volatility in his/her variable universal
life policy, which may reduce or potentially eliminate losses.

For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Premiums and Deposits."

SEPARATE ACCOUNT ASSETS

Variable life products offer purchasers the opportunity to direct the
investment of their account portfolios into various Separate Account investment
options. The investment options available to MLOA's variable life policyholders
are comprised of the proprietary fund families of EQ Advisors Trust ("EQAT"),
AXA Premier VIP Trust ("VIP Trust"), each of which are mutual funds for which
our affiliate, AXA Equitable Funds Management Group, LLC, serves as the
investment manager (and, in certain instances provides day-to-day portfolio
management services as the investment adviser) and administrator, and various
non-proprietary fund families for which third parties serve as investment
manager. Depending on the investment options available under the specific
contract, variable policyholders may allocate their funds among a wide variety
of these investment options.

EQAT is a mutual fund offering variable life policyholders a choice of single
or multi-advised equity, bond and money market investment portfolios, "hybrid"
portfolios whose assets are allocated among multiple subadvisers, and sixteen
asset allocation portfolios that invest in other portfolios of EQAT and/or VIP
Trust and other unaffiliated investment companies or exchange traded funds. VIP
Trust is a mutual fund offering variable life policyholders a choice of
multi-advised equity and bond investment portfolios, as well as twenty-five
asset allocation portfolios that invest in other portfolios of EQAT and/or VIP
Trust and other unaffiliated investment companies or exchange traded funds.
Certain of the EQAT and VIP Trust equity portfolios employ a managed volatility
strategy that seeks to reduce equity exposure during periods in which market
volatility has increased to levels that are meaningfully higher than long-term
historic averages.

MARKETS

We primarily target affluent and emerging affluent individuals such as
professionals and business owners, as well as existing clients. Variable and
universal life insurance is targeted at individuals for protection and estate
planning purposes, and at business owners to assist in, among other things,
business continuation planning and funding for executive benefits.

DISTRIBUTION

We distribute our products through Retail and Wholesale distribution channels.

RETAIL DISTRIBUTION. Our 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.

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.

For additional information on premiums and deposits by the retail and wholesale
channels, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Premium and Deposits."

REINSURANCE AND HEDGING

We have in place reinsurance and hedging programs to reduce our exposure to
mortality, equity market fluctuations, interest rate fluctuations and certain
other product features.

REINSURANCE. On October 1, 2013, we entered into a reinsurance agreement (the
"Reinsurance Agreement") with Protective Life Insurance Company ("Protective
Life") pursuant to which Protective Life is reinsuring on a 100% indemnity
reinsurance basis an in-force book of life insurance and annuity policies,
written by MLOA primarily prior to 2004. Under the terms of the Reinsurance
Agreement, we transferred and ceded assets equal to approximately $1,308
million, net of ceding commission of approximately $370 million in
consideration of the transfer of liabilities amounting to approximately $1,374
million. In addition to the Reinsurance Agreement, we entered into a long-term
administrative services agreement with Protective Life whereby Protective Life
will provide all administrative and other services with respect to the
reinsured business. For additional information regarding the Reinsurance
Agreement, see Notes 1, 4, 6 and 7 of Notes to Financial Statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".

For business not reinsured with Protective Life, we generally reinsure our
variable life, interest-sensitive life and term life insurance policies on an
excess of retention basis. In 2013, 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 of risk 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.

In addition, we have reinsured the no lapse guarantee riders contained in
certain variable and interest sensitive life insurance policies through AXA RE
Arizona Company ("AXA Arizona"), a captive reinsurance company established by
AXA Financial in 2003.

REINSURANCE ASSUMED. 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.

HEDGING. We use equity index options on the S&P 500, Russell 2000, Morgan
Stanley Capital International, Europe, Australasia and Far East for the purpose
of hedging our crediting rate exposure in the Market Stabilizer Option(R) and
indexed universal life insurance products. This involves entering into a
package of calls and/or put options whose payoff mimics the crediting rate
embedded in individual segments of these products.

For additional information about reinsurance and hedging strategies, see "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and 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. Our reserve requirements are calculated based on a number
of estimates and assumptions, including estimates and assumptions related to
future mortality, 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 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 the assets supporting such statutory
reserves and related actuarial amounts, make adequate provision for its
statutory liabilities with respect to these obligations.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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
Operations" 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 continuing to pilot
alternative underwriting methods that rely on predictive modeling.

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 achieve 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, 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. From time to time, we reevaluate the
type and level of 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, 2013:

MONY LIFE INSURANCE COMPANY OF AMERICA
GENERAL ACCOUNT INVESTMENT ASSETS

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

Fixed maturities, available for sale, at fair
value........................................... $ 725 86.6%
Mortgage loans on real estate..................... 26 3.1
Policy Loans...................................... 12 1.4
Other invested assets............................. 2 0.2
-------- ---------
Total investments............................... 765 91.3
Cash and cash equivalents......................... 73 8.7
-------- ---------
Total............................................. $ 838 100.0%
======== =========

/(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. 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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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."

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;
access to capital; access to diversified sources of distribution; size and
scale; 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 fixed products; visibility, recognition and understanding of
our brand in the marketplace; reputation and quality of service; and, with
respect to variable insurance, investment options, flexibility and 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
and our affiliated distribution companies 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
the financial aspects and business conduct of insurers. State laws in the U.S.
grant insurance regulatory authorities broad administrative powers with respect
to, among other things, sales practices, establishing statutory capital and
reserve requirements and solvency standards, reinsurance and hedging,
protecting privacy, regulating advertising, restricting the payment of
dividends and other transactions between affiliates, 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. For additional information, see Note 12 of
Notes to Financial Statements.

Recently, the NAIC and the NYDFS have been scrutinizing insurance companies'
use of affiliated captive reinsurers or off-shore entities. In July 2012, as
part of an industry-wide inquiry, we received and responded to a request from
the NYDFS to provide information regarding the use of affiliated captive
reinsurers or off-shore entities to reinsure insurance risks. In June 2013, the
NYDFS issued a highly critical report setting forth its findings to date
relating to its inquiry into the life insurance industry's use of captive
insurance companies. In its report, the NYDFS

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

recommended that (i) the NAIC develop enhanced disclosure requirements for
reserve financing transactions involving captive insurers, (ii) the FIO, the
Office of Financial Research ("OFR"), the NAIC and state insurance
commissioners conduct inquiries similar to the NYDFS inquiry and (iii) state
insurance commissioners consider an immediate national moratorium on new
reserve financing transactions involving captive insurers until these inquiries
are complete. Like many life insurance companies, we utilize a captive
reinsurer as part of our capital management strategy. We cannot predict what,
if any, changes may result from these reviews. If the Arizona Department of
Insurance or other state insurance regulators were to restrict the use of such
captive reinsurers or if we otherwise are unable to continue to use a captive
reinsurer, the capital management benefits we receive under this reinsurance
arrangement could be adversely affected.

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.

For additional information on shareholder dividends, 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.

NAIC. The NAIC is an organization, the mandate of which is to benefit state
insurance regulatory authorities and consumers by promulgating model insurance
laws and regulations for adoption by the states. The NAIC provides standardized
insurance industry accounting and reporting guidance through its Accounting
Practices and Procedures Manual (the "Manual"). However, statutory accounting
principles continue to be established by individual state laws, regulations and
permitted practices. Changes to the Manual or modifications by the various
state insurance departments may impact the statutory capital and surplus of our
U.S. insurance companies.

The NAIC currently has in place its "Solvency Modernization Initiative," which
is designed to review the U.S. financial regulatory system and all aspects of
financial regulation affecting insurance companies. Though broad in scope, the
NAIC has stated that the Solvency Modernization Initiative will focus on:
(1) capital requirements; (2) governance and risk management; (3) group
supervision; (4) statutory accounting and financial reporting; and
(5) reinsurance. This initiative has resulted in the recent adoption by the
NAIC of the NAIC Risk Management and Own Risk and Solvency Assessment Model Act
which, following enactment at the state level, will require larger insurers, at
least annually beginning in 2015, to assess the adequacy of their and their
group's risk management and current and future solvency position. We cannot
predict the additional capital requirements or compliance costs these
requirements may impose.

SURPLUS AND CAPITAL; RISK BASED CAPITAL ("RBC"). Insurers are required to
maintain their capital and surplus at or above minimum levels. Regulators have
discretionary authority, in connection with the licensing of insurance
companies, to limit or prohibit an insurer's sales to policyholders if, in
their judgment, the regulators determine that such insurer has not maintained
the minimum surplus or capital or that the further transaction of business will
be hazardous to policyholders. We 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."

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

SECURITIES LAWS

We and certain policies offered by us are subject to regulation under the
Federal securities laws administered by 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 products are regulated by the SEC and
FINRA. Certain of our Separate Accounts are registered as investment companies
under the Investment Company Act of 1940, as amended. Separate Account
interests under certain insurance policies issued by us are also registered
under the Securities Act of 1933, as amended.

We have provided, and in certain cases continue to provide, information and
documents to, among others, the SEC, FINRA, state attorneys general, state
insurance regulators and other regulators regarding our compliance with
insurance, securities and other laws and regulations regarding the conduct of
our business. For additional information, see Note 12 to Notes to Financial
Statements.

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 Act does not remove primary responsibility
for the supervision and regulation of insurance from the states, Title V of the
Dodd-Frank Act establishes the 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 ("FSOC") 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-U.S. 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.

Other aspects of our operations could also be affected by the Dodd-Frank Act.
These include:

HEIGHTENED STANDARDS AND SAFEGUARDS. The FSOC may recommend that state
insurance regulators or other regulators apply new or heightened standards and
safeguards for activities or practices we and other insurers or other financial
services companies engage in if the FSOC determines that those activities or
practices could create or increase the risk that significant liquidity, credit
or other problems spread among financial companies. We cannot predict whether
any such recommendations will be made or their effect on our business, results
of operations or financial condition.

OVER-THE-COUNTER DERIVATIVES REGULATION. The Dodd-Frank Act includes a new
framework of regulation of the OTC derivatives markets which requires clearing
of certain types of transactions currently traded OTC and imposes additional
costs, including new reporting and margin requirements and will likely impose
additional regulation on the Company. Our costs of risk mitigation are
increasing under Dodd-Frank. For example, increased margin requirements
including the requirement to pledge initial margin for OTC cleared transactions
entered into after June 10, 2013 and for OTC uncleared transactions entered
into after the phase-in period, which would be applicable to us in 2019 if the
U.S. Commodity Futures Trading Commission and the SEC adopt the final margin
requirements for non-centrally cleared derivatives published by the Bank of
International Settlements and International Organization of Securities
Commissions in September 2013, combined with restrictions on securities that
will qualify as eligible collateral, will require increased holdings of cash
and highly liquid securities with lower yields causing a reduction in income.
Centralized clearing of certain OTC derivatives exposes us to the risk of a
default by a clearing member or clearinghouse with respect to our cleared
derivative transactions. We use derivatives to mitigate certain risks
associated with our products. We have always been subject to the risk that our
hedging and other management procedures might prove ineffective in reducing the
risks to which insurance policies expose us or that unanticipated policyholder
behavior or mortality, combined with adverse market events, could produce
economic losses beyond the scope of the risk management techniques employed.
Any such losses could be increased by higher costs of writing derivatives
(including customized derivatives) and the reduced availability of customized
derivatives that might result from the enactment and implementation of the
Dodd-Frank Act.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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. On July 18, 2013, the International Association of Insurance
Supervisors ("IAIS") published an initial assessment methodology for
designating G-SIIs. On the same date, the FSB, in consultation with the IAIS
and national authorities, published its initial list of nine G-SIIs, which
includes our ultimate parent company, AXA. The framework policy measures for
G-SIIs include (1) "basic" capital requirements (formerly known as "backstop"
capital requirements) ("BCR") applicable to all group activities,
(2) additional capital buffers for business deemed
non-traditional/non-insurance, (3) greater regulatory authority over holding
companies, (4) various measures to promote "structural self-sufficiency" of
group companies and reduce group interdependencies, and (5) 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). In addition to these measures
applicable to G-SIIs, the IAIS announced on October 9, 2013 that it will
develop a risk-based global insurance capital standard ("ICS") by 2016
applicable to all internationally active insurance groups with a view to
implementation in 2019. The relationship between the ICS and the BCR is
currently unclear. These measures could have far reaching regulatory and
competitive implications for the AXA Group, which in turn could materially
affect our results of operations, financial condition, liquidity and how we
operate our business. For additional information, see "Risk Factors."

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 ($5.34 million for 2014, as 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 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%) and 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 products for individuals in the higher
tax bracket. The tax advantages of cash value life insurance products should
increase favorably in view 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. Enactment of these
changes or similar alternatives would likely adversely affect new sales, and
possibly funding and persistency of existing cash value life insurance
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.

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.

ERISA CONSIDERATIONS

We provide certain products and services to employee benefit plans that are
subject to ERISA and certain provisions of the Internal Revenue Code. As such,
our activities are subject to the restrictions imposed by ERISA and the
Internal Revenue Code, including the requirement that fiduciaries must perform
their duties solely in the interests of plan participants and beneficiaries,
and fiduciaries may not cause or permit a covered plan to engage in

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

certain prohibited transactions with persons (parties-in-interest) who have
certain relationships with respect to such plans. The applicable provisions of
ERISA and the Internal Revenue Code are subject to enforcement by the DOL, the
IRS and the Pension Benefit Guaranty Corporation.

PRIVACY OF CUSTOMER INFORMATION

We are subject to federal and state laws and regulations which require
financial institutions to protect the security and confidentiality of customer
information, and to notify customers about their policies and practices
relating to their collection and disclosure of customer information and their
practices relating to protecting the security and confidentiality of that
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. A copy of the
privacy policy is mailed to customers on an annual basis. Federal and state
laws require that we provide notice to affected individuals, law enforcement,
regulators and potentially others if there is a breach in which customer
information is intentionally or accidentally disclosed to unauthorized third
parties. Federal regulations require financial institutions to implement
programs to detect, prevent, and mitigate identity theft. Federal and state
laws and regulations regulate the ability of financial institutions to make
telemarketing calls and to send unsolicited e-mail or fax messages to both
consumers and customers, and also regulate the permissible uses of certain
categories of customer information. Violation of these laws and regulations may
result in significant fines and remediation costs. It may be expected that
legislation considered by either the U.S. Congress and/or state legislatures
could create additional and/or more detailed obligations relating to the use
and protection of customer information.

ENVIRONMENTAL CONSIDERATIONS

Federal, state and local environmental laws and regulations apply to our
ownership and operation of real property. Inherent in owning and operating real
property are the risk of environmental liabilities and the costs of any
required clean-up. Under the laws of certain states, contamination of a
property may give rise to a lien on the property to secure recovery of the
costs of clean-up, which could adversely affect our mortgage lending business.
In some states, this lien may have priority over the lien of an existing
mortgage against such property. In addition, in some states and under the
federal Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, or CERCLA, we may be liable, in certain circumstances, as an "owner"
or "operator," for costs of cleaning-up releases or threatened releases of
hazardous substances at a property mortgaged to us. We also risk environmental
liability when we foreclose on a property mortgaged to us. However, Federal
legislation provides for a safe harbor from CERCLA liability for secured
lenders, provided that certain requirements are met. Application of various
other federal and state environmental laws could also result in the imposition
of liability on us for costs associated with environmental hazards.

We routinely conduct environmental assessments prior to making a mortgage loan
or taking title to real estate, whether through acquisition for investment, or
through foreclosure on real estate collateralizing mortgages. Although
unexpected environmental liabilities can always arise, we seek to minimize this
risk by undertaking these environmental assessments consistent with regulatory
guidance and complying with our internal procedures. As a result, we believe
that any costs associated with compliance with environmental laws and
regulations or any clean-up of properties would not have a material adverse
effect on our results of operations.

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.

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, 2013 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.................................. 22

Financial Statements:
Balance Sheets, December 31, 2013 and December 31, 2012................................. 23
Statements of Earnings (Loss), Years Ended December 31, 2013, 2012 and 2011............. 24
Statements of Comprehensive Income (Loss), Years Ended December 31, 2013, 2012 and 2011. 25
Statements of Shareholder's Equity, Years Ended December 31, 2013, 2012 and 2011........ 26
Statements of Cash Flows, Years Ended December 31, 2013, 2012 and 2011.................. 27
Notes to Financial Statements........................................................... 28

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, 2013 and
2012 and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2013 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.

/s/ PricewaterhouseCoopers LLP
New York, New York

March 20, 2014

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
BALANCE SHEETS
DECEMBER 31, 2013 AND 2012

2013 2012
-------- --------
(IN MILLIONS)

ASSETS:
Investments:
Fixed maturities available for sale, at fair
value.......................................... $ 713 $ 2,026
Mortgage loans on real estate................... 28 45
Policy loans.................................... 142 137
Other invested assets........................... 84 71
-------- --------
Total investments.............................. 967 2,279
Cash and cash equivalents......................... 139 151
Amounts due from reinsurers....................... 1,304 158
Deferred policy acquisition costs................. 218 218
Value of business acquired........................ 18 103
Deferred cost of reinsurance...................... 91 --
Other assets...................................... 22 39
Separate Accounts' assets......................... 1,839 1,640
-------- --------

TOTAL ASSETS...................................... $ 4,598 $ 4,588
======== ========

LIABILITIES
Policyholders' account balances................... $ 1,777 $ 1,615
Future policy benefits and other policyholders
liabilities..................................... 323 397
Current and deferred income taxes................. 83 143
Other liabilities................................. 82 52
Separate Accounts' liabilities.................... 1,839 1,640
-------- --------
Total liabilities.............................. 4,104 3,847
-------- --------

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.................... 315 516
Retained earnings................................. 169 141
Accumulated other comprehensive income (loss)..... 8 82
-------- --------
Total shareholder's equity..................... 494 741
-------- --------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY........ $ 4,598 $ 4,588
======== ========

See Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF EARNINGS (LOSS)
YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

2013 2012 2011
------ ------ ------
(IN MILLIONS)

REVENUES
Universal life and investment-type product policy
fee income...................................... $ 131 $ 117 $ 123
Premiums.......................................... 25 32 42
Net investment income (loss):
Investment income (loss) from derivatives....... 8 -- --
Other investment income (loss).................. 84 110 116
------ ------ ------
Net investment income (loss)................... 92 110 116
Investment gains (losses), net:
Total other-than-temporary impairment losses.... (6) (7) (2)
------ ------ ------
Net impairment losses recognized............... (6) (7) (2)
Other investment gains (losses), net............ 74 2 1
------ ------ ------
Total investment gains (losses), net......... 68 (5) (1)
------ ------ ------
Equity in earnings (loss) of AllianceBernstein.... 5 2 (2)
Other income (loss)............................... 5 5 6
Increase (decrease) in the fair value of the
reinsurance contract asset...................... (7) (2) 7
------ ------ ------
Total revenues............................... 319 259 291
------ ------ ------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits........................... 78 103 96
Interest credited to policyholders' account
balances........................................ 65 61 61
Compensation and benefits......................... 32 25 30
Commissions....................................... 80 38 33
Amortization of deferred policy acquisition costs
and value of business acquired.................. 21 (27) (12)
Capitalization of deferred policy acquisition
costs........................................... (81) (31) (25)
Amortization of deferred cost of reinsurance...... 4 -- --
Rent expense...................................... 2 2 3
Other operating costs and expenses................ 74 44 29
------ ------ ------
Total benefits and other deductions.......... 275 215 215
------ ------ ------
Earnings (loss), before income taxes.............. 44 44 76
Income tax (expense) benefit...................... (16) (6) 1
------ ------ ------

Net Earnings (Loss)............................... $ 28 $ 38 $ 77
====== ====== ======

See Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

2013 2012 2011
----- ----- -----
(IN MILLIONS)

COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)................................. $ 28 $ 38 $ 77
----- ----- -----

Other comprehensive income (loss), net of
income taxes:
Change in unrealized gains (losses), net of
reclassification adjustment.................... (74) 27 10
----- ----- -----
Total other comprehensive income (loss),
net of income taxes.......................... (74) 27 10
----- ----- -----

Comprehensive Income (Loss)........................... $ (46) $ 65 $ 87
===== ===== =====

See Notes to Financial Statements.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MONY LIFE INSURANCE COMPANY OF AMERICA
STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

2013 2012 2011
------ ------ ------
(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........................................... 516 515 514
Return of capital............................... (200) -- --
Changes in capital in excess of par value....... (1) 1 1
------ ------ ------
Capital in excess of par value, end of year..... 315 516 515
------ ------ ------

Retained earnings, beginning of year............ 141 103 26
Net earnings (loss)............................. 28 38 77
------ ------ ------
Retained earnings, end of year.................. 169 141 103
------ ------ ------

Accumulated other comprehensive income (loss),
beginning of year.............................. 82 55 45
Other comprehensive income (loss)............... (74) 27 10
------ ------ ------
Accumulated other comprehensive income (loss),
end of year.................................... 8 82 55
------ ------ ------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR......... $ 494 $ 741 $ 675
====== ====== ======

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, 2013, 2012 AND 2011

2013 2012 2011
------ ------ -----
(IN MILLIONS)

Net earnings (loss)............................... $ 28 $ 38 $ 77
Adjustments to reconcile net earnings (loss) to
net cash provided by (used in) operating
activities:
Interest credited to policyholders' account
balances....................................... 65 61 61
Universal life and investment-type product
policy fee income.............................. (131) (117) (123)
(Income) loss from derivative instruments....... (8) -- --
Change in accrued investment income............. 3 2 1
Investment (gains) losses, net.................. (68) 5 1
Change in deferred policy acquisition costs and
value of business acquired..................... (60) (58) (37)
Change in the fair value of the reinsurance
contract asset................................. 7 2 (7)
Change in future policy benefits................ (18) (5) 3
Change in other policyholders liabilities....... (2) 5 (3)
Change in current and deferred income taxes..... (20) (1) 15
Provision for depreciation and amortization..... 7 5 3
Dividend from AllianceBernstein................. 4 3 4
Amortization of deferred reinsurance costs...... 4 -- --
Cash transferred as result of reinsurance
agreement with Protective Life................. (74) -- --
Other, net...................................... 36 11 (18)
------ ------ -----

Net cash provided by (used in) operating
activities...................................... (227) (49) (23)
------ ------ -----

Cash flows from investing activities:
Maturities and repayments of fixed maturities
and mortgage loans............................. 290 139 156
Sales of investments............................ 111 60 16
Purchases of investments........................ (251) (134) (190)
Cash settlements related to derivative
instruments.................................... (4) -- --
Other, net...................................... 19 (8) (5)
------ ------ -----

Net cash provided by (used in) investing
activities...................................... 165 57 (23)
------ ------ -----

Cash flows from financing activities:
Policyholders' account balances:
Deposits....................................... 279 148 156
Withdrawals and transfers to Separate Accounts. (41) (66) (141)
Change in collateralized pledged liabilities.... 12 -- --
Return of capital............................... (200) -- --
------ ------ -----

Net cash provided by (used in) financing
activities...................................... 50 82 15
------ ------ -----

Change in cash and cash equivalents............... (12) 90 (31)
Cash and cash equivalents, beginning of year...... 151 61 92
------ ------ -----

Cash and Cash Equivalents, End of Year............ $ 139 $ 151 $ 61
====== ====== =====

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

Schedule of non-cash financing activities:
Shared-based Programs........................... $ -- $ 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
products to both individuals and businesses. Effective October 1, 2013, MLOA
is a wholly-owned subsidiary of AXA Equitable Financial Services, LLC
("AEFS"). AEFS is a direct wholly owned subsidiary 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.

On October 1, 2013, AXA Financial and AEFS completed the sale of the stock
of MONY Life Insurance Company ("MONY Life") and the reinsurance of an
in-force book of life insurance and annuity policies written primarily prior
to 2004 by MLOA to Protective Life Insurance Company ("Protective Life").
Prior to the close, MONY Life's subsidiaries, including MLOA, were
distributed to AEFS. MLOA transferred and ceded assets to Protective Life
equal to $1,308 million, net of ceding commission of $370 million for
consideration of the transfer of liabilities amounting to $1,374 million in
connection with the reinsurance agreement. As a result of the reinsurance
agreement MLOA recorded a deferred cost of reinsurance asset amounting to
$95 million which is amortized over the life of the underlying reinsured
policies. Refer to the table below for a detailed description of assets and
liabilities transferred, ceded and written off as a result of the
reinsurance agreement with Protective Life on October 1, 2013.

Calculation of deferred cost of reinsurance
(In Millions)

TRANSFERRED OR CEDED ASSETS (NET OF CEDING
COMMISSION):
Fixed Maturities........................... $ 1,102
Cash....................................... 74
Policy loans............................... 132
--------
TOTAL ASSETS TRANSFERRED OR CEDED (NET OF
CEDING COMMISSION)...................... $ 1,308
--------

TRANSFERRED LIABILITIES:
Future policyholder benefits and other
policyholders liabilities................. $ 1,334
Amounts due to reinsurer................... 40
--------
TOTAL LIABILITIES TRANSFERRED............. $ 1,374
--------

ACCELERATED AMORTIZATION OF ASSETS AND
LIABILITIES AS PART OF THE REINSURANCE
AGREEMENT:
Value of business acquired................. $ 117
Deferred policy acquisition costs.......... 71
Initial Fee Liability...................... (27)
--------
NET ACCELERATED AMORTIZATION OF ASSETS
AND LIABILITIES......................... $ 161
--------

DEFERRED COST OF REINSURANCE................. $ 95
========

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The years "2013", "2012" and "2011" refer to the years ended December 31,
2013, 2012 and 2011, respectively. Certain reclassifications have been made
in the amounts presented for prior periods to conform those periods to the
current presentation.

Adoption of New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("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 was effective for interim and annual periods
beginning after December 31, 2012. Implementation of this guidance did not
have a material impact on MLOA's financial statements. These new disclosures
have been included in the Notes to MLOA's financial statements, as
appropriate.

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 International Financial
Reporting Standards ("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
was effective for interim and annual periods beginning after January 1, 2013
and is to be applied retrospectively to all comparative prior periods
presented. Implementation of this guidance did not have a material impact on
MLOA's financial statements. These new disclosures have been included in the
Notes to MLOA's financial statements, as appropriate.

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 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. These new disclosures have been included in
the Notes to MLOA's financial statements, as appropriate.

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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

. 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. These new disclosures
have been included in the Notes to MLOA's financial statements, as
appropriate.

Future Adoption of New Accounting Pronouncements

In July 2013, the FASB issued new guidance on the presentation of an
unrecognized tax benefit when a net operating loss carryforward, a similar
tax loss, or a tax credit carryforward exists. The amendments in this
guidance state that an unrecognized tax benefit, or a portion thereof,
should be presented in the financial statements as a reduction to a deferred
tax asset for a net operating loss carryforward, a similar tax loss, or a
tax credit carryforward. An exception to this guidance would be where a net
operating loss carryforward or similar tax loss or credit carryforward would
not be available under the tax law to settle any additional income taxes
that would result from the disallowance of a tax position, or the tax law
does not require the entity to use, and the entity does not intend to use,
the deferred tax asset for such purpose. In such a case, the unrecognized
tax benefit should be presented in the financial statements as a liability
and should not be combined with deferred tax assets. This guidance is
effective for interim and annual periods beginning after December 15, 2013.
Management does not expect 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.

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 (loss) and the remainder of the
fair value loss is recognized in 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.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

Derivatives

Derivatives are financial instruments whose values are derived from interest
rates, foreign exchange rates, financial indices, values of securities or
commodities, credit spreads, market volatility, expected returns, and
liquidity. Values can also be affected by changes in estimates and
assumptions, including those related to counterparty behavior and
non-performance risk used in valuation models. Derivative financial
instruments generally used by MLOA include equity options and may be
exchange-traded or contracted in the over-the-counter market. All derivative
positions are carried in the balance sheets at fair value, generally by
obtaining quoted market prices or through the use of valuation models.

Freestanding derivative contracts are reported in the balance sheets either
as assets within "Other invested assets" or as liabilities within "Other
liabilities." MLOA nets the fair value of all derivative financial
instruments with counterparties for which a standardized "ISDA Master
Agreement" and related Credit Support Annex ("CSA") have been executed. MLOA
uses derivatives to manage asset/liability risk but has not designated those
economic relationships under the criteria to qualify for hedge accounting
treatment. All changes in the fair value of MLOA freestanding derivative
positions, including net receipts and payments, are included in "Investment
gains (losses), net" without considering changes in the fair value of the
economically associated assets or liabilities.

MLOA is a party to financial instruments and other contracts that contain
"embedded" derivative instruments. At inception, MLOA assesses whether the
economic characteristics of the embedded instrument are "clearly and closely
related" to the economic characteristics of the remaining component of the
"host contract" and whether a separate instrument with the same terms as the
embedded instrument would meet the definition of a derivative instrument.
When those criteria are satisfied, the resulting embedded derivative is
bifurcated from the host contract, carried in the balance sheets at fair
value, and changes in its fair value are recognized immediately and
captioned in the statements of earnings (loss) according to the nature of
the related host contract. For certain financial instruments that contain an
embedded derivative that otherwise would need to be bifurcated and reported
at fair value, the Company instead may elect to carry the entire instrument
at fair value.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

. 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.

. 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 MLOA'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, 2013
and 2012, the carrying values of commercial mortgage loans on real estate
that had been classified as nonaccrual loans were $6 million and $6 million,
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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

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.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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") 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 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 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.

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, 2013,
the average gross short-term and long-term annual return estimate on
variable and interest-sensitive life insurance was 9.0% (7.83% net of
product weighted average Separate Account fees), and the gross maximum and
minimum short-term annual rate of return limitations were 15.0% (13.83% net
of product weighted average Separate Account fees) and 0.0% (-1.17% net of

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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, 2013, current
projections of future average gross market returns assume a 0.0% annualized
return for the next nine quarters, which is the minimum limitation, grading
to a reversion to the mean of 9.0% in eleven 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.

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

Deferred Cost of or Gain on Reinsurance

The cost of or gain on reinsurance at the inception of a coinsurance treaty,
defined as the difference between the initial coinsurance premium paid and
the amount of the net liabilities relating to the underlying reinsured
policies in accordance with the reinsurance agreement, net of the ceded
commission received is deferred and amortized over the lives of the
underlying policies.

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.

MLOA had issued certain variable annuity products with a guaranteed minimum
death benefit ("GMDB") feature. MLOA also had issued 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.

In connection with the reinsurance agreement with Protective Life, MLOA has
reinsured 100% of the risk associated with GMDB and GMIB variable annuity
products.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

For reinsurance contracts other than those covering GMIB exposure,
reinsurance recoverable balances were calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.

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.

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 assets and liabilities of two Separate Accounts are presented and
accounted for as General Account assets and liabilities due to the fact that
not all of the investment performance in those Separate Accounts is passed
through to policyholders. Investment assets in these Separate Accounts
principally consist of fixed maturities that are classified as AFS in the
accompanying consolidated financial statements.

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 2013, 2012 and 2011, investment
results of such Separate Accounts were gains (losses) of $256 million, $196
million and $(49) 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 OTTI
COST GAINS LOSSES FAIR VALUE IN AOCI/(3)/
---------- ---------- ---------- ---------- -----------
(IN MILLIONS)

DECEMBER 31, 2013:
------------------
Fixed Maturity Securities:
Corporate.................................. $ 608 $ 33 $ 8 $ 633 $ --
U.S. Treasury, government and agency....... 34 -- -- 34 --
States and political subdivisions.......... 6 -- -- 6 --
Commercial mortgage-backed................. 46 1 23 24 1
Redeemable preferred stock................. 18 -- 2 16 --
---------- --------- -------- ---------- --------

Total at December 31, 2013................... $ 712 $ 34 $ 33 $ 713 $ 1
========== ========= ======== ========== ========

December 31, 2012:
------------------
Fixed Maturity Securities:
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
========== ========= ======== ========== ========

/(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.

The contractual maturities of AFS fixed maturities (excluding redeemable
preferred stock) at December 31, 2013 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 MATURITY SECURITIES
CONTRACTUAL MATURITIES AT DECEMBER 31, 2013

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

Due in one year or less...................... $ 102 $ 104
Due in years two through five................ 184 198
Due in years six through ten................. 302 311
Due after ten years.......................... 60 60
--------- ---------
Subtotal.................................. 648 673
Commercial mortgage-backed securities........ 46 24
--------- ---------
Total........................................ $ 694 $ 697
========= =========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table shows proceeds from sales, gross gains (losses) from
sales and OTTI for AFS fixed maturities during 2013, 2012 and 2011:

December 31,
----------------------
2013 2012 2011
-------- ----- -----
(IN MILLIONS)

Proceeds from sales/(1)/..................... $ 1,200 $ 13 $ 20
======== ===== =====
Gross gains on sales/(2)/.................... $ 84 $ 2 $ 1
======== ===== =====
Gross losses on sales/(3)/................... $ 9 $ -- $ 1
======== ===== =====
Total OTTI................................... $ (6) $ (7) $ (2)
Non-credit losses recognized in OCI.......... -- -- --
-------- ----- -----
Credit losses recognized in earnings (loss).. $ (6) $ (7) $ (2)
======== ===== =====

/(1)/Includes $1,090 million of transfer of assets to Protective Life.
/(2)/Includes $81 million of gross gains from assets transferred to
Protective Life.
/(3)/Includes $6 million of gross losses from assets transferred to
Protective Life.

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 MATURITY SECURITIES -- CREDIT LOSS IMPAIRMENTS

2013 2012
------ ------
(IN MILLIONS)

Balances at January 1,....................... $ (72) $ (74)
Previously recognized impairments on
securities that matured, paid, prepaid or
sold....................................... 18 9
Recognized impairments on securities
impaired to fair value this period/(1)/.... -- --
Impairments recognized this period on
securities not previously impaired......... (6) (6)
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,..................... $ (60) $ (72)
====== ======

/(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.

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,
-------------
2013 2012
----- ------
(IN MILLIONS)

AFS Securities:
Fixed maturity securities:
With OTTI loss............................. $ (4) $ 2
All other.................................. 5 156
----- ------
Net Unrealized (Gains) Losses................. $ 1 $ 158
===== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 roll forward 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 MATURITY SECURITIES WITH OTTI LOSSES

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

BALANCE, JANUARY 1, 2013..................... $ 2 $ (1) $ -- $ 1
Net investment gains (losses) arising during
the period................................. (5) -- -- (5)
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.............................. -- (48) -- (48)
Deferred income taxes..................... -- -- 19 19
------------ ------------- ------------- ------------
BALANCE, DECEMBER 31, 2013................... $ (4) $ (49) $ 19 $ (34)
============ ============= ============= ============

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

/(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, 2013..................... $ 156 $ (31) $ (44) $ 81
Net investment gains (losses) arising during
the period................................. (84) -- -- (84)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)........... (67) -- -- (67)
Excluded from Net earnings (loss)/(1)/.... -- -- -- --
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA.............................. -- 91 -- 91
Deferred income taxes..................... -- -- 21 21
------------ ------------- -------------- --------------
BALANCE, DECEMBER 31, 2013................... $ 5 $ 60 $ (23) $ 42
============ ============= ============== ==============

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

/(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 143 issues at December 31, 2013 and the 76 issues at December 31, 2012
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, 2013
-----------------
Fixed Maturity Securities:
Corporate.................................. $ 109 $ (6) $ 38 $ (2) $ 147 $ (8)
U.S. Treasury, government and agency....... 21 -- -- -- 21 --
States and political subdivisions.......... 1 -- -- -- 1 --
Commercial mortgage-backed................. 13 (13) 8 (10) 21 (23)
Redeemable preferred stock................. 8 (2) -- -- 8 (2)
---------- --------- --------- ---------- --------- ---------

Total........................................ $ 152 $ (21) $ 46 $ (12) $ 198 $ (33)
========== ========= ========= ========== ========= =========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

December 31, 2012
-----------------
Fixed Maturity Securities:
Corporate.................................. $ 44 $ -- $ 14 $ (1) $ 58 $ (1)
U.S. Treasury, government and agency....... 1 -- -- -- 1 --
Foreign governments........................ -- -- 2 -- 2 --
Commercial mortgage-backed................. -- (1) 26 (26) 26 (27)
Redeemable preferred stock................. 14 -- 30 (1) 44 (1)
--------- --------- --------- --------- --------- ---------

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

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 2.8% of total investments. The largest exposures to a
single issuer of corporate securities held at December 31, 2013 and 2012
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, 2013 and 2012,
respectively, approximately $60 million and $125 million, or 8.4% and 6.7%,
of the $712 million and $1,868 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 $22 million and $17 million at
December 31, 2013 and 2012, respectively.

MLOA does not originate, purchase or warehouse residential mortgages and is
not in the mortgage servicing business. MLOA's fixed maturity investment
portfolio before September 30, 2013 included 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 had 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, 2013 and 2012, respectively, MLOA
owned $0 million and $0 million in RMBS backed by subprime residential
mortgage loans. RMBS backed by subprime residential mortgages were fixed
income investments supporting General Account liabilities.

At December 31, 2013, the carrying value of fixed maturities that were
non-income producing for the twelve months preceding that date was $2
million.

Valuation Allowances for Mortgage Loans:

Allowances for credit losses for mortgage loans in 2013, 2012 and 2011 are
as follows:

COMMERCIAL MORTGAGE LOANS
-------------------------
2013 2012 2011
------ ------ ------
(IN MILLIONS)

ALLOWANCE FOR CREDIT LOSSES:
Beginning Balance, January 1,................ $ 4 $ 3 $ 2
Charge-offs............................... -- -- --
Recoveries................................ (1) -- --
Provision................................. -- 1 1
------ ------ ------
Ending Balance, December 31,................. $ 3 $ 4 $ 3
====== ====== ======

Ending Balance, December 31,:
Individually Evaluated for Impairment..... $ 3 $ 4 $ 3
====== ====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

There were no allowances for credit losses for agricultural mortgage loans
in 2013, 2012 and 2011.

The values used in these ratio calculations were developed as part of the
periodic review of the commercial mortgage loan portfolio, which includes an
evaluation of the underlying collateral value. The following tables provide
information relating to the loan-to-value and debt service coverage ratio
for commercial mortgage loans at December 31, 2013, and 2012, respectively.

MORTGAGE LOANS BY LOAN-TO-VALUE AND DEBT SERVICE COVERAGE RATIOS
DECEMBER 31, 2013

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)/ --------- ------- ------- ------- ------- ------- --------
(IN MILLIONS)

COMMERCIAL MORTGAGE LOANS/(1)/
0% - 50%................................... $ -- $ -- $ 16 $ -- $ -- $ -- $ 16
50% - 70%.................................. -- -- -- 6 -- -- 6
70% - 90%.................................. -- -- -- -- -- -- --
90% plus................................... 9 -- -- -- -- -- 9
-------- ------- ------ ------- ------- ------- --------

Total Commercial Mortgage Loans.............. $ 9 $ -- $ 16 $ 6 $ -- $ -- $ 31
======== ======= ====== ======= ======= ======= ========

/(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, 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
======= ======= ======= ====== ======== ======= =======

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, 2013 and 2012, respectively.

AGE ANALYSIS OF PAST DUE COMMERCIAL 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, 2013
-----------------

Total Commercial
Mortgage Loans............................. $ -- $ -- $ -- $ -- $ 31 $ 31 $ --
===== ===== ======== ===== ====== ========== ==========

December 31, 2012
-----------------

Total Commercial Mortgage Loans.............. $ -- $ -- $ -- $ -- $ 49 $ 49 $ --
===== ===== ======== ===== ====== ========== ==========

The following table provides information relating to impaired loans at
December 31, 2013 and 2012, respectively.

COMMERCIAL MORTGAGE LOANS -- IMPAIRED

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

DECEMBER 31, 2013
-----------------

With no related allowance recorded......... $ -- $ -- $ -- $ -- $ --
With related allowance recorded............ $ 9 $ 9 $ (3) $ 10 $ --

December 31, 2012
-----------------

With no related allowance recorded......... $ -- $ -- $ -- $ -- $ --
With related allowance recorded............ $ 10 $ 10 $ (4) $ 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, 2013 and 2012 were $1
million and $2 million, respectively.

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

2013 2012
----- -----
(IN MILLIONS)

Balance at January 1,........................ $ 69 $ 72
Equity in net earnings (loss)................ 5 2
Impact of repurchase/issuance of
AllianceBernstein Units.................... -- (2)
Dividends received........................... (4) (3)
----- -----
Balance at December 31,...................... $ 70 $ 69
===== =====

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The tables below detail the condensed balance sheets and statements of
earnings (loss) of AllianceBernstein and MLOA's equity investment and equity
in earnings (loss) of AllianceBernstein.

DECEMBER 31,
-------------
2013 2012
------ ------
(IN MILLIONS)

BALANCE SHEETS:
Total Assets................................. $7,386 $8,115
====== ======
Total Liabilities............................ 3,316 4,312
Total Partners' Capital...................... 4,070 3,803
------ ------
Total Liabilities and Partners' Capital.... $7,386 $8,115
====== ======
MLOA's Equity investment in AllianceBernstein $ 70 $ 69
====== ======

2013 2012 2011
------ ------ ------
(IN MILLIONS)
STATEMENTS OF EARNINGS (LOSS):
Total revenues............................... $2,915 $2,737 $2,750
------ ------ ------
Total Expenses............................... 2,351 2,534 2,958
------ ------ ------
Net Earnings (Loss)........................ $ 518 $ 189 $ (175)
====== ====== ======
MLOA's Equity in earnings (loss) of
AllianceBernstein.......................... $ 5 $ 2 $ (2)
====== ====== ======

Derivatives and Offsetting Assets and Liabilities

MLOA uses derivatives for asset/liability risk management primarily to
reduce exposures to equity market risks. Derivative hedging strategies are
designed to reduce these risks from an economic perspective and are all
executed within the framework of a "Derivative Use Plan" approved by the
State of Arizona Insurance Department ("AID"). Operation of these hedging
programs is based on models involving numerous estimates and assumptions,
including, among others, mortality, lapse, surrender and withdrawal rates,
election rates, market volatility and interest rates.

MLOA uses equity index options on the S&P 500, Russell 2000, Morgan Stanley
Capital International ("MSCI"), Europe, Australasia and Far East ("EAFE"),
for the purpose of hedging crediting rate exposure in its Market Stabilizer
Option(R) ("MSO") in the MLOA's variable life insurance products and Indexed
Universal Life ("IUL") insurance products. This involves entering into a
package of calls and/or put options whose payoff mimics the crediting rate
embedded in individual segments of the products.

Although notional amount is the most commonly used measure of volume in the
derivatives market, it is not used as a measure of credit risk. A derivative
with positive fair value (a derivative asset) indicates existence of credit
risk because the counterparty would owe money to MLOA if the contract were
closed at the reporting date. Alternatively, a derivative contract with
negative fair value (a derivative liability) indicates MLOA would owe money
to the counterparty if the contract were closed at the reporting date. To
reduce credit exposures in over-the-counter ("OTC") derivative transactions,
MLOA generally enters into master agreements that provide for a netting of
financial exposures with the counterparty and allow for collateral
arrangements. MLOA further controls and minimizes its counterparty exposure
through a credit appraisal and approval process.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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)
-------- ----------- ----------- ---------------
(IN MILLIONS)
AT OR FOR THE YEAR ENDED DECEMBER 31, 2013:

FREESTANDING DERIVATIVES:
Equity contracts:/(1)/
Options.................................... $ 158 $ 20 $ 6 $ 8
-------------
NET INVESTMENT INCOME (LOSS).............. 8
-------------

EMBEDDED DERIVATIVES:
GMIB reinsurance contracts/(2)/............ -- -- -- (7)
MSO and IUL indexed features/(3)/.......... -- -- 14 (8)
------- --------- ---------- -------------

Balances, December 31, 2013.................. $ 158 $ 20 $ 20 $ (7)
======= ========= ========== =============

At or For the Year Ended December 31, 2012:
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)
======= ========= ========== =============

/(1)/Reported in Other invested assets in MLOA's balance sheets.
/(2)/Reported in Other assets in MLOA's balance sheets.
/(3)/MSO and IUL are reported in Future policyholders' benefits and other
policyholders' liabilities in the balance sheets.

The standardized ISDA Master Agreement under which MLOA conducts its OTC
derivative transactions includes provisions for payment netting. In the
normal course of business activities, if there is more than one derivative
transaction with a single counterparty, MLOA will set-off the cash flows of
those derivatives into a single amount to be exchanged in settlement of the
resulting net payable or receivable with that counterparty. In the event of
default, insolvency, or other similar event pre-defined under the ISDA
Master Agreement that would result in termination of OTC derivatives
transactions before their maturity, netting procedures would be applied to
calculate a single net payable or receivable with the counterparty.

Under the ISDA Master Agreement, MLOA generally has executed a CSA with each
of its OTC derivative counterparties that require both posting and accepting
collateral either in the form of cash or high-quality securities, such as
U.S. Treasury securities or those issued by government agencies. These CSAs
are bilateral agreements that require collateral postings by the party
"out-of-the-money" or in a net derivative liability position. Various
thresholds for the amount and timing of collateralization of net liability
positions are applicable. Consequently, the credit exposure of MLOA's OTC
derivative contracts is limited to the net positive estimated fair value of
those contracts at the reporting date after taking into consideration the
existence of netting agreements and any collateral received pursuant to
CSAs. Derivatives are recognized at fair value in the balance sheets and are
reported either as assets in Other invested assets or as liabilities in
Other liabilities. MLOA nets the fair value of all derivative financial
instruments with counterparties for which an ISDA Master Agreement and
related CSA have been executed.

At December 31, 2013 and 2012, respectively, MLOA held $12 million and $0
million in cash and securities collateral delivered by trade counterparties,
representing the fair value of the related derivative agreements. This
unrestricted cash collateral is reported in Cash and cash equivalents, and
the obligation to return it is reported in Other liabilities in the balance
sheets. The aggregate fair value of all collateralized derivative
transactions that were in a liability position at December 31, 2013 and 2012
was not material.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

On June 10, 2013, new derivative regulations under Title VII of the
Dodd-Frank Wall Street Reform and Consumer Protection Act went into effect,
requiring financial entities, including U.S. life insurers, to clear newly
executed OTC interest rate swaps with central clearing houses, and to post
larger sums of higher quality collateral, among other provisions.
Counterparties subject to these new regulations are required to post initial
margin to the clearing house as well as variation margin to cover any daily
negative mark-to-market movements in the value of newly executed OTC
interest rate swap contracts. Centrally cleared OTC interest rate swap
contracts, protected by initial margin requirements and higher quality
collateral-eligible assets, are expected to reduce the risk of loss in the
event of counterparty default. MLOA has counterparty exposure to the
clearing house and its clearing broker for futures and OTC derivative
contracts. Since the introduction of these new derivative regulations, there
have been no significant impacts from the Company's compliance as existing
derivative positions are grandfathered. Similarly, MLOA does not expect the
new regulations to materially increase the amount or change the quality of
collateral that otherwise would have been imposed directly with its
counterparties under CSAs.

The following table presents information about MLOA's offsetting of
financial assets and liabilities and derivative instruments at December 31,
2013.

OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES AND DERIVATIVE INSTRUMENTS
AT DECEMBER 31, 2013

GROSS
GROSS AMOUNTS NET AMOUNTS
AMOUNTS OFFSET IN THE PRESENTED IN THE
RECOGNIZED BALANCE SHEETS BALANCE SHEETS
---------- -------------- ----------------
(IN MILLIONS)

ASSETS
DESCRIPTION
Derivatives:
Equity contracts............................. $ 20 $ 6 $ 14
--------- ------------ ---------------
Total Derivatives, subject to an ISDA
Master Agreement/(1)/..................... 20 6 14
Other financial instruments.................. 70 -- 70
--------- ------------ ---------------
Other invested assets...................... $ 90 $ 6 $ 84
========= ============ ===============

LIABILITIES
DESCRIPTION
Derivatives:
Equity contracts............................. $ 6 $ 6 $ --
--------- ------------ ---------------
Total Derivatives, subject to an ISDA
Master Agreement/(1)/..................... 6 6 --
Other financial liabilities.................. 83 -- 83
--------- ------------ ---------------
Other liabilities.......................... $ 89 $ 6 $ 83
========= ============ ===============

/(1)/There were no derivatives not subject to ISDA Master Agreements at
December 31, 2013.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table presents information about MLOA's gross collateral
amounts that are not offset in the balance sheets at December 31, 2013.

GROSS COLLATERAL AMOUNTS NOT OFFSET IN THE BALANCE SHEETS
AT DECEMBER 31, 2013

COLLATERAL (RECEIVED)/HELD
NET AMOUNTS -------------------------
PRESENTED IN THE FINANCIAL NET
BALANCE SHEETS INSTRUMENTS CASH AMOUNTS
---------------- ----------- ------ --------
(IN MILLIONS)

ASSETS
Counterparty A............................... $ 6 $ -- $ (6) $ --
Counterparty H............................... 1 -- -- 1
Counterparty K............................... 2 -- (2) --
Counterparty L............................... 4 -- (4) --
------------- ---------- ------ --------
Total Derivatives.......................... $ 13 $ -- $ (12) $ 1
Other financial assets....................... 71 -- -- 71
------------- ---------- ------ --------
OTHER INVESTED ASSETS........................ $ 84 $ -- $ (12) $ 72
============= ========== ====== ========

The following table presents information about MLOA's offsetting of
financial assets and liabilities and derivative instruments at 2012.

Offsetting of Financial Assets and Liabilities and Derivative Instruments
At December 31, 2012

Gross
Gross Amounts Net Amounts
Amounts Offset in the Presented in the
Recognized Balance Sheets Balance Sheets
---------- -------------- ----------------
(In Millions)

ASSETS
Description
Derivatives:
Equity contracts............................. $ 2 $ 1 $ 1
--------- ----------- ------------
Total Derivatives, subject to an ISDA Master
Agreement/(1)/............................. 2 1 1
Other financial instruments.................. 70 -- 70
--------- ----------- ------------
Other invested assets...................... $ 72 $ 1 $ 71
========= =========== ============

LIABILITIES
Description
Derivatives:
Equity contracts............................. $ 1 $ 1 $ --
--------- ----------- ------------
Total Derivatives, subject to an ISDA Master
Agreement/(1)/............................. 1 1 --
Other financial liabilities.................. 52 -- 52
--------- ----------- ------------
Other liabilities.......................... $ 53 $ 1 $ 52
========= =========== ============

/(1)/There were no derivatives not subject to ISDA Master Agreements at
December 31, 2012.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table presents information about MLOA's gross collateral
amounts that are not offset in the balance sheets at December 31, 2012.

Gross Collateral Amounts Not Offset in the Balance Sheets
At December 31, 2012

Collateral (Received)/Held
Net Amounts --------------------------
Presented in the Financial Net
Balance Sheets Instruments Cash Amounts
---------------- ----------- ----------- -----------
(In Millions)

ASSETS
Counterparty H............................... 1 -- -- 1
------------ ----------- ----------- -----------
Total Derivatives.......................... $ 1 $ -- $ -- $ 1
Other financial assets....................... 70 -- -- 70
------------ ----------- ----------- -----------
Other invested assets...................... $ 71 $ -- $ -- $ 71
============ =========== =========== ===========

Net Investment Income (Loss)

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

2013 2012 2011
----- ------ ------
(IN MILLIONS)

Fixed maturities............................. $ 79 $ 97 $ 102
Mortgage loans on real estate................ 2 9 10
Policy loans................................. 6 8 8
Derivative instruments....................... 8 -- --
----- ------ ------
Gross investment income (loss)............... 95 114 120
Investment expenses.......................... (3) (4) (4)
----- ------ ------
Net Investment Income (Loss)............... $ 92 $ 110 $ 116
===== ====== ======

For 2013, Net investment income (loss) from derivatives included $2 million
of realized gains (losses) on contracts closed during those periods and $6
million of unrealized gains (losses) on derivative positions at year end.

Investment Gains (Losses), Net

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

2013 2012 2011
----- ----- -----
(IN MILLIONS)

Fixed maturities............................. $ 67 $ (5) $ (2)
Impact of (repurchase) issuance of
AllianceBernstein Units.................... -- (2) 2
Mortgage loans on real estate................ 1 2 (1)
----- ----- -----
Investment Gains (Losses), Net............... $ 68 $ (5) $ (1)
===== ===== =====

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

4) VALUE OF BUSINESS ACQUIRED

The following table presents MLOA's VOBA asset at December 31, 2013 and 2012:

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

VOBA
----
DECEMBER 31, 2013............................ $ 416 $ (398)/(1)/ $18
======== =========== ======
December 31, 2012............................ $ 416 $ (313) $ 103
======== =========== ======

/(1)/Includes reactivity to unrealized investment gains (losses) and $117
million of accelerated VOBA amortization resulting from the reinsurance
agreement with Protective Life which is included in the deferred cost of
reinsurance.

For 2013, 2012 and 2011, amortization (negative amortization) expense
related to VOBA was $11 million, $(13) million and $10 million,
respectively. VOBA amortization is estimated to range between $1 million and
$3 million annually through 2018.

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, 2013 and 2012, no assets were required
to be measured at fair value on a non-recurring basis.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

FAIR VALUE MEASUREMENTS

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
-------- ------- ------- --------
(IN MILLIONS)

DECEMBER 31, 2013
-----------------
ASSETS:
Investments:
Fixed maturity Securities,
available-for-sale:
Corporate.................................. $ -- $ 624 $ 9 $ 633
U.S. Treasury, government and agency....... -- 34 -- 34
States and political subdivisions.......... -- 6 -- 6
Commercial mortgage-backed................. -- -- 24 24
Redeemable preferred stock................. 8 8 -- 16
-------- ------ ----- --------
Subtotal................................. 8 672 33 713
-------- ------ ----- --------
Other equity investments.................... 1 -- -- 1
Options..................................... -- 14 -- 14
Cash equivalents.............................. 127 -- -- 127
Separate Accounts' assets..................... 1,823 15 -- 1,838
-------- ------ ----- --------
Total Assets............................... $ 1,959 $ 701 $ 33 $ 2,693
======== ====== ===== ========

LIABILITIES:
MSO and IUL indexed features' liability....... $ -- $ 14 $ -- $ 14
-------- ------ ----- --------
Total Liabilities.......................... $ -- $ 14 $ -- $ 14
======== ====== ===== ========

December 31, 2012
-----------------
Assets:
Investments:
Fixed maturity Securities,
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
======== ====== ===== ========

/(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.

At December 31, 2013 and 2012, respectively, the fair value of public fixed
maturities is approximately $556 million and $1,557 million or approximately
20.6% and 40.9% of MLOA's total assets measured at fair value on a recurring
basis (excluding GMIB reinsurance contracts measured at fair value on a
recurring basis at December 31, 2012). 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 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, 2013 and 2012, respectively, the fair value of private fixed
maturities is approximately $157 million and $469 million or approximately
5.8% and 12.3% 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, 2013 and 2012, respectively, investments classified as Level
1 comprise approximately 72.8% and 47.4% 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, 2013 and 2012, respectively, investments classified as Level
2 comprise approximately 26.0% and 50.6% 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, $20 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, 2013 MLOA did not own any AAA-rated mortgage- and
asset-backed securities.

MLOA currently offers indexed investment options in the IUL product and in
the MSO investment option available in some life contracts. These investment
options, which depending on the product and on the index selected can
currently have 1 or 3 year terms, provide for participation in the
performance of specified indices up to a segment-specific declared maximum
rate. Under certain conditions that vary by product, e.g. holding these
segments for the full term, these segments also shield policyholders from
some or all negative investment performance associated with these indices.
These investment options have defined formulaic liability amounts, and the
current values of the option component of these segment reserves are
accounted for as Level 2 embedded derivatives. The fair values of these
embedded derivatives are based on prices obtained from independent valuation
service providers.

At December 31, 2013 and 2012, respectively, investments classified as Level
3 comprise approximately 1.2% and 2.0% of assets measured at fair value on a
recurring basis and primarily include commercial mortgage-backed securities
("CMBS") and 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,
were approximately $9 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 $24 million and $41
million of mortgage- and asset-backed securities, including CMBS, are
classified as Level 3 at December 31, 2013 and 2012, respectively. At
June 30, 2013, MLOA changed its methodology for measuring the fair value of
CMBS securities below the senior AAA tranche from a risk-adjusted present
value technique to pricing obtained from an independent valuation service
vendor as returning liquidity in CMBS markets contributed to the
availability of more reliable and representative measures of fair value. In
applying the risk-adjusted present value technique in periods prior to
June 30, 2013, 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 amounts at December 31, 2012 also include the GMIB reinsurance
contract asset which was accounted for as derivative contract. The GMIB
reinsurance contract asset's fair value reflected 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 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 to recognize
incremental counterparty non-performance risk.

In 2013, there were no AFS fixed maturities transferred from Level 2 into
the Level 3 or from Level 3 to Level 2 classification.

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.

The table below presents a reconciliation for all Level 3 assets at
December 31, 2013 and 2012, respectively.

LEVEL 3 INSTRUMENTS
FAIR VALUE MEASUREMENTS

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

BALANCE, JANUARY 1, 2013....................... $ 35 $ 35 $ 6 $ 7
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss).............. -- -- -- --
Investment gains (losses), net............ 2 (9) 2 --
Increase (decrease) in the fair value
of reinsurance contracts................ -- -- -- (7)
------------- ------------- ------------ ------------
Subtotal..................................... 2 (9) 2 (7)
------------- ------------- ------------ ------------
Other comprehensive income (loss).............. (2) (1) (2) --
Purchases...................................... -- -- -- --
Sales.......................................... (26) (1) (6) --
Transfers into Level 3/(1)/.................... -- -- -- --
------------- ------------- ------------ ------------
BALANCE, DECEMBER 31, 2013..................... $ 9 $ 24 $ -- $ --
============= ============= ============ ============

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

LEVEL 3 INSTRUMENTS
FAIR VALUE MEASUREMENTS

COMMERCIAL GMIB
MORTGAGE- ASSET- REINSURANCE
CORPORATE BACKED BACKED 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 --
Sales.......................................... (3) -- -- --
Transfers into Level 3/(1)/.................... 3 -- -- --
------------- ------------- ------------ ------------
BALANCE, DECEMBER 31, 2012..................... $ 35 $ 35 $ 6 $ 7
============= ============= ============ ============

/(1)/Transfers into/out of Level 3 classification are reflected at
beginning-of-period fair values.

The table below details changes in unrealized gains (losses) for 2013 and
2012 by category for Level 3 assets still held at December 31, 2013 and
2012, respectively.

EARNINGS (LOSS)
-----------------
INCREASE
(DECREASE) IN THE
FAIR VALUE OF
REINSURANCE
CONTRACTS OCI
----------------- ---

LEVEL 3 INSTRUMENTS
FULL YEAR 2013
STILL HELD AT DECEMBER 31, 2013:
Change in unrealized gains (losses):
Fixed maturity securities,
available-for-sale:
Commercial mortgage-backed................ -- (2)
Other fixed maturities,
available-for-sale...................... -- --
--------------- ---
Total................................... $ -- $(2)
=============== ===

Level 3 Instruments
Full Year 2012
Still Held at December 31, 2012:
Change in unrealized gains (losses):
Fixed maturity securities,
available-for-sale:
Commercial mortgage-backed................ -- 13
Other fixed maturities,
available-for-sale...................... -- 1
--------------- ---
Subtotal................................ $ -- $14
--------------- ---
GMIB reinsurance contracts................ (2) --
--------------- ---
Total................................... $ (2) $14
=============== ===

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. At December 31, 2013 all Level 3 investments primarily consist of
certain debt securities with limited trading activity, including corporate
and CMBS instruments. 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.

Quantitative Information about Level 3 Fair Value Measurements
December 31, 2012

Fair Valuation Significant Unobservable
Value Technique Input Range
----- --------------------- ------------------------ -----------------
(In Millions)

Assets:
Investments:
Fixed maturity securities,
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 3.0% - 25.0%
rate Probability of 55.0%
default Loss 49.0%
severity Discount rate 3.72% - 13.42%
-------------------------------------------------------------------------------------------------------

GMIB reinsurance contracts.. 7 Discounted Cash flow Lapse Rates Withdrawal 2.5% - 27.5%
Rates GMIB Utilization 3.5%
Rates Non-performance 0.0% - 15.0%
risk Volatility rates - 13.5 bps
Equity 24.0% - 36.0%
-------------------------------------------------------------------------------------------------------

Excluded from the table above at December 31, 2013 and 2012, are
approximately $33 million and $30 million, respectively, 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 100.0% and
39.5% of total assets classified as Level 3 and represent only 1.2% and 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 at December 31, 2012 are approximately $11
million fair value of privately placed, available-for-sale corporate debt
securities classified as Level 3 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.

At December 31, 2012, 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. At December 31, 2013, all CMBS securities were valued using
prices obtained from an independent valuation service vendor and therefore
were excluded from the quantitative disclosures discussed above.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 were 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 were 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.

Fair value measurement of the GMIB reinsurance contract asset included
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, 2013 and December 31,
2012 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.

FAIR VALUE
CARRYING -------------------------------
VALUE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
-------- ------- ------- ------- -------
(IN MILLIONS)

DECEMBER 31, 2013
-----------------
Mortgage loans on real estate................ $ 28 $ -- $ -- $ 28 $ 28
Policyholders liabilities: Investment
contracts.................................. 193 -- -- 196 196

December 31, 2012
-----------------
Mortgage loans on real estate................ $ 45 $ -- $ -- $ 46 $ 46
Policyholders liabilities: Investment
contracts.................................. 200 -- -- 233 233

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. Incremental adjustments may be
made to the fair value to reflect non-performance risk.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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, 2011................... $ 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
Paid guarantee benefits.................... (3) -- (3)
Other changes in reserve................... -- -- --
-------- -------- --------
Balance at December 31, 2013................. $ 5 $ 2 $ 7
======== ======== ========

Related GMDB reinsurance ceded amounts were:

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

Balance at January 1, 2011........................................... $ 3
Paid guarantee benefits............................................ --
Other changes in reserve........................................... 1
-----------
Balance at December 31, 2011......................................... 4
Other changes in reserve........................................... 1
-----------
Balance at December 31, 2012......................................... 5
Paid guarantee benefits............................................ (1)
Other changes in reserve........................................... 1
-----------
Balance at December 31, 2013......................................... $ 5
===========

The GMIB reinsurance contracts through September 30, 2013 were considered
derivatives and were reported at fair value. As a result of the Reinsurance
agreement with Protective Life, MLOA reinsured 100% of the insurance risk
and benefits associated with the GMIB reinsurance contracts to Protective
Life. As a result, MLOA's GMIB reinsurance contracts are no longer
considered an embedded derivative and the ceded reserve is calculated on the
same basis as the gross reserve. At December 31, 2013 the GMIB reinsurance
ceded liability amount totaled $2 million.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The December 31, 2013 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 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............................ $ 119 $ 192 $ N/A $ 30 $ 341
Separate Accounts.......................... $ 321 $ 407 $ N/A $ 62 $ 790
Net amount at risk, gross................... $ 2 $ 33 $ N/A $ 11 $ 46
Net amount at risk, net of amounts
reinsured.................................. $ -- $ -- $ N/A $ -- $ --
Average attained age of contractholders..... 66.2 66.9 N/A 67.0 66.6
Percentage of contractholders over age 70... 26.8% 27.5% N/A 26.7% 27.2%
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 $ 61 $ N/A $ 61
Net amount at risk, gross................... N/A N/A $ 2 $ N/A $ 2
Net amount at risk, net of amounts
reinsured.................................. N/A N/A $ -- $ N/A $ --
Weighted average years remaining until
annuitization.............................. N/A N/A 1.5 N/A 1.5
Contractually specified interest rates...... N/A N/A 5.0% N/A 5.0%

The liabilities for MSO and IUL features, not included above, was $14
million at December 31, 2013, which are accounted for as embedded
derivatives. The liabilities for MSO and IUL reflect the present value of
expected future payments assuming the segments are held to maturity.

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,
-------------
2013 2012
------ ------
(IN MILLIONS)

GMDB:
-----
Equity....................................... $ 696 $ 643
Fixed income................................. 57 73
Balanced..................................... 16 15
Other........................................ 21 28
------ ------
Total........................................ $ 790 $ 759
====== ======

GMIB:
-----
Equity....................................... $ 52 $ 47
Fixed income................................. 8 9
Other........................................ 1 3
------ ------
Total........................................ $ 61 $ 59
====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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, 2013 and 2012, 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

On October 1, 2013, MLOA entered into an agreement with Protective Life to
reinsure an in-force book of life insurance and annuity policies, written
primarily prior to 2004. As of December 31, 2013 included in MLOA's balance
sheet were Amounts due from reinsurers of $1,207 million (net of ceded
policy loans) relating to the reinsurance agreement with Protective Life.
During 2013, total premiums ceded to Protective Life were $6 million and
policyholder benefits ceded in 2013 were $18 million. As of December 31,
2013 Protective Life is rated AA-. As a result of the reinsurance agreement
Protective Life will receive all the benefits from and assumes all the risks
from other reinsurance contracts to which MLOA was a party for the block of
business reinsured.

For business not reinsured with Protective Life, MLOA generally reinsures
its variable life, interest-sensitive life and term life insurance policies
on an excess of retention basis. In 2013, MLOA 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 Life Insurance Company ("AXA Equitable"), an affiliate and
wholly-owned subsidiary of AXA Financial, 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 MLOA
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 MLOA retained in exchange for an
agreed-upon premium.

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 was $7 million. The increases
(decreases) in fair value were $(2) million and $7 million for 2012 and
2011, respectively.

At December 31, 2013 and 2012, respectively, reinsurance recoverables
related to insurance contracts amounted to $1,304 million and $158 million,
of which $51 million in 2013 (not including Protective Life) and $53 million
in 2012 related to one specific reinsurer, which is rated AA- with the
remainder of the 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:

2013 2012 2011
----- ----- -----
(IN MILLIONS)

Direct premiums.............................. $ 72 $ 56 $ 68
Assumed...................................... 1 2 2
Reinsurance ceded............................ (48) (26) (28)
----- ----- -----
Premiums..................................... $ 25 $ 32 $ 42
===== ===== =====
Variable Life and Investment-type Product
Policy Fee Income Ceded.................... $ 31 $ 29 $ 31
===== ===== =====
Policyholders' Benefits Ceded................ $ 125 $ 84 $ 39
===== ===== =====

8) RELATED PARTY TRANSACTIONS

In 2013, MLOA used a portion of the consideration received from the
reinsurance agreement with Protective to return $200 million of capital to
its parent AEFS and to donate $20 million to AXA Foundation, Inc. (the
"Foundation"). The Foundation was organized for the purpose of distributing
grants to various tax-exempt charitable organizations and administering
various matching gift programs for AXA Equitable its subsidiaries and
affiliates, including MLOA.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 $89
million, $57 million and $54 million for 2013, 2012 and 2011, respectively.
At December 31, 2013 and 2012, respectively, MLOA reported a $26 million and
$23 million payable to AXA Equitable in connection with its service
agreement.

Various AXA affiliates, including MLOA, cede a portion of their life, health
and catastrophe insurance business through reinsurance agreements to AXA
Global Life in beginning 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.

MLOA cedes a portion of its life business through excess of retention
treaties to AXA Equitable on a yearly renewal term basis and reinsured the
no lapse guarantee riders through AXA RE Arizona Company.

During 2013, 2012 and 2011, premiums, claims and expenses assumed and ceded
under these agreements were not significant.

In 2013, 2012 and 2011, respectively, MLOA paid AXA Distribution and its
subsidiaries $47 million, $32 million and $24 million of commissions and
fees for sales of insurance products. MLOA charged AXA Distribution's
subsidiaries $29 million, $25 million and $3 million, respectively, for
their applicable share of operating expenses in 2013, 2012 and 2011,
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 2013, 2012 and 2011, respectively.

9) SHARE-BASED COMPENSATION

Certain employees of AXA Equitable, who perform services on a full-time
basis for MLOA, participate in various share-based payment arrangements
sponsored by AXA Financial. MLOA was allocated $3 million, $3 million and $1
million of compensation costs, included in Compensation and benefits in the
statement of Earnings (Loss), for share-based payment arrangements during
2013, 2012 and 2011, respectively.

10)INCOME TAXES

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

2013 2012 2011
------- ------ ------
(IN MILLIONS)

Income tax (expense) benefit:
Current (expense) benefit.................. $ (90) $ (4) $ 39
Deferred (expense) benefit................. 74 (2) (38)
------- ------ ------
Total........................................ $ (16) $ (6) $ 1
======= ====== ======

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:

2013 2012 2011
------ ------ ------
(IN MILLIONS)

Tax at statutory rate........................ $ (15) $ (15) $ (26)
Dividends received deduction................. 1 2 2
Tax settlement............................... -- 9 7
Valuation allowance.......................... -- -- 19
Prior year adjustment........................ (2) -- --
Other........................................ -- (2) (1)
------ ------ ------
Income Tax (Expense) Benefit................. $ (16) $ (6) $ 1
====== ====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

MLOA recorded an out-of-period adjustment in its financial statements as of
and for the year ended December 31, 2013, increasing Current and deferred
income taxes and Income tax expense by $2 million. MLOA has concluded the
amount is not material.

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.

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

DECEMBER 31, 2013 December 31, 2012
------------------ ------------------
ASSETS LIABILITIES Assets Liabilities
------ ----------- ------ -----------
(IN MILLIONS)

Reserves and reinsurance..................... $ 77 $ -- $ -- $ 21
DAC.......................................... -- 56 -- 46
VOBA......................................... -- 6 -- 34
Investments.................................. -- 13 -- 25
Goodwill and other intangible assets......... -- 9 -- 9
Other........................................ -- 7 8 --
----- ------- ---- ------
Total........................................ $ 77 $ 91 $ 8 $ 135
===== ======= ==== ======

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, 2013, $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, 2013 and 2012, respectively, the total amount of
unrecognized tax benefits were $5 million and $4 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, 2013 and 2012 were $0
million and $1 million, respectively. Tax (expense) benefit for 2013
reflected a benefit of $0 million in interest expense related to
unrecognized tax benefits.

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

2013 2012 2011
---- ---- -----
(IN MILLIONS)

Balance, beginning of year................... $ 4 $ 17 $ 16
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......................... $ 5 $ 4 $ 17
==== ==== =====

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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,
-------------------
2013 2012 2011
----- ------ ------
(IN MILLIONS)

Unrealized gains (losses) on investments,
net of adjustments......................... $ 8 $ 82 $ 55
----- ------ ------
Total Accumulated Other Comprehensive Income
(Loss)..................................... $ 8 $ 82 $ 55
===== ====== ======

The components of OCI for the past three years follow:

DECEMBER 31,
----------------------
2013 2012 2011
------ ------ ------
(IN MILLIONS)

Change in net unrealized gains (losses) on
investments:
Net unrealized gains (losses) arising
during the year........................... $ (58) $ 28 $ 22
(Gains) losses reclassified into net
earnings (loss) during the year/(1)/...... (44) 3 1
------ ------ ------
Change in net unrealized gains (losses) on
investments................................ (102) 31 23
Adjustments for DAC and VOBA................. 28 (4) (13)
------ ------ ------
Other Comprehensive Income (Loss), net of
adjustments and (net of deferred income
tax expense (benefit) of $(40) million,
$15 million and $6 million................. $ (74) $ 27 $ 10
====== ====== ======

/(1)/See "Reclassification adjustments" in Note 3. Reclassification amounts
presented net of income tax expense (benefit) of $24 million, $(2)
million and $(1) million for 2013, 2012 and 2011.

Investment gains and losses reclassified from AOCI to net earnings (loss)
primarily consist of realized gains (losses) on sales and OTTI of AFS
securities and are included in Total investment gains (losses), net on the
statements of earnings (loss). Amounts presented in the table above are net
of tax.

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.

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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

In addition to the matters described above, a number of lawsuits, claims and
assessments have been filed against life and health insurers in the
jurisdictions in which MLOA does business. These actions and proceedings
involve, among other things, 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
actions and proceedings. Some of these actions and proceedings filed against
MLOA have been brought on behalf of various alleged classes of plaintiffs
and certain of these plaintiffs 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 generally cannot
be predicted with certainty, management intends to vigorously defend against
the allegations made by the plaintiffs in the actions described above and
believes that the ultimate resolution of the litigation and regulatory
matters described therein involving MLOA should not have a material adverse
effect on the financial position of MLOA. Management cannot make an estimate
of loss, if any, or predict whether or not any of the litigations and
regulatory matters described above will have a material adverse effect on
MLOA's results of operations in any particular period.

13)STATUTORY FINANCIAL INFORMATION

MLOA is restricted as to the amounts it may pay as dividends to AEFS. 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. This formula would permit
MLOA to pay shareholder dividends not greater than $36 during 2014. For
2013, 2012 and 2011, MLOA's statutory net income (loss) was $34 million, $33
million and $35 million, respectively. Statutory surplus, capital stock and
Asset Valuation Reserve ("AVR") totaled $367 million and $295 million at
December 31, 2013 and 2012, respectively. There were no shareholder
dividends paid to its parent by MLOA in 2013, 2012 and 2011. In 2013, MLOA
utilized a portion of the consideration from the reinsurance agreement with
Protective Life to return $200 million of surplus to its parent, AEFS.

At December 31, 2013, MLOA, in accordance with various government and state
regulations, had $6 million of securities on deposit with such government or
state agencies.

At December 31, 2013 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, 2013.

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 (i) the fair valuing
of all acquired assets and liabilities including VOBA assets required for
U.S. GAAP purchase accounting and (j) cost of reinsurance is recognized as
expense under SAP and amortized over the life of the underlying reinsured
policies under U.S. GAAP.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

SELECTED FINANCIAL DATA

The following selected financial data have been derived from MLOA's audited
financial statements. The statements of earnings (loss) for the years ended
December 31, 2013, 2012 and 2011, and the balance sheet data at December 31,
2013 and 2012 have been derived from MLOA's audited financial statements
included elsewhere herein. The statements of earnings (loss) for the years
ended December 31, 2010 and 2009, and the balance sheet data at December 31,
2011, 2010 and 2009 have been derived from MLOA's previously reported
audited financial statements not included herein. This selected financial
data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related notes included elsewhere herein.

YEARS ENDED DECEMBER 31,
--------------------------------------
2013 2012 2011 2010 2009
------ ------ ------ ------ ------
(IN MILLIONS)

STATEMENTS OF EARNINGS (LOSS) DATA:
-----------------------------------
REVENUES:
Universal life and investment-type product
policy fee income............................... $ 131 $ 117 $ 123 $ 122 $ 129
Premiums......................................... 25 32 42 39 40
Net investment income (loss):
Investment income (loss) from derivatives........ 8 -- -- -- --
Other investment income (loss)................... 84 110 116 119 122
------ ------ ------ ------ ------
Net investment income (loss).................... 92 110 116 119 122
Investment gains (losses), net:
Total other-than-temporary impairment losses.... (6) (7) (2) (56) (53)
Portion of loss recognized in other
comprehensive income (loss)................... -- -- -- 2 --
------ ------ ------ ------ ------
Net impairment losses recognized.............. (6) (7) (2) (54) (53)
Other investment gains (losses), net............ 74 2 1 6 (3)
------ ------ ------ ------ ------
Total investment gains (losses), net.......... 68 (5) (1) (48) (56)
------ ------ ------ ------ ------
Equity in earnings (loss) of AllianceBernstein... 5 2 (2) 4 5
Other income..................................... 5 5 6 4 6
Increase (decrease) in the fair value of the
reinsurance contract asset...................... (7) (2) 7 1 (7)
------ ------ ------ ------ ------
Total revenues................................ 319 259 291 241 239
------ ------ ------ ------ ------

BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits.......................... 78 103 96 93 84
Interest credited to policyholders' account
balances........................................ 65 61 61 68 71
Compensation and benefits........................ 32 25 30 32 26
Commissions...................................... 80 38 33 27 30
Interest expense................................. -- -- -- 1 1
Amortization of deferred policy acquisition
costs and value of business acquired............ 21 (27) (12) 41 22
Capitalization of deferred policy acquisition
costs........................................... (81) (31) (25) (21) (23)
Amortization of deferred cost of reinsurance..... 4 -- -- -- --
Rent expense..................................... 2 2 3 3 4
Other operating costs and expenses............... 74 44 29 27 25
------ ------ ------ ------ ------
Total benefits and other deductions............. 275 215 215 271 240
------ ------ ------ ------ ------
Earnings (loss), before income taxes............... 44 44 76 (30) (1)
Income tax benefit (expense)....................... (16) (6) 1 11 4
------ ------ ------ ------ ------
Net Earnings (Loss)................................ $ 28 $ 38 $ 77 $ (19) $ 3
====== ====== ====== ====== ======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DECEMBER 31,
-----------------------------------------------
2013 2012 2011 2010 2009
------- --------- --------- --------- ---------
(IN MILLIONS)

BALANCE SHEET DATA:
-------------------
Total Investments................................. $ 967 $ 2,279 $ 2,299 $ 2,251 $ 2,317
Separate Accounts assets.......................... 1,839 1,640 1,604 1,840 1,832
Total Assets...................................... 4,598 4,588 4,408 4,603 4,657
Policyholders' account balances................... 1,777 1,615 1,608 1,664 1,774
Future policy benefits and other policyholders
liabilities..................................... 323 397 380 374 360
Separate Accounts liabilities..................... 1,839 1,640 1,604 1,840 1,832
Total liabilities................................. 4,104 3,847 3,733 4,016 4,109
Total shareholder's equity........................ 494 741 675 587 548

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.

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 AXA Equitable Financial Services LLC ("AEFS"). MLOA's primary
business is to provide life insurance 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.

AEFS 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".

PROTECTIVE LIFE REINSURANCE AGREEMENT

On October 1, 2013, AXA Financial and AEFS completed the sale of the stock
of MONY Life Insurance Company ("MONY Life") and the reinsurance of an
in-force book of life insurance and annuity policies written primarily prior
to 2004 by MLOA to Protective Life Insurance Company ("Protective Life").
Prior to closing the transaction, MONY Life's subsidiaries, including MLOA,
were distributed to AEFS. MLOA transferred and ceded assets to Protective
Life equal to $1,308 million, net of ceding commission of $370 million in
consideration of the transfer of liabilities amounting to $1,374 million in
connection with the reinsurance agreement. As a result of the reinsurance
agreement MLOA recorded a deferred cost of reinsurance asset amounting to
$95 million which is amortized over the life of the underlying reinsured
policies.

CURRENT MARKET CONDITIONS AND OVERVIEW

EARNINGS. MLOA's business results of operations are materially affected by
conditions in the capital markets and the economy, generally. MLOA's net
earnings for 2013 were $28 million.

SALES. Life insurance first year premiums and deposits by MLOA increased by
$113 million, or 133% from 2012, primarily due to higher sales of indexed
life insurance products. As part of AXA Financial's ongoing efforts to
efficiently manage capital amongst its insurance subsidiaries, improve the
quality of the product line-up of its insurance subsidiaries and enhance the
overall profitability of AXA Financial Group, in 2013, most sales of indexed
life insurance to policyholders located outside of New York were issued
through MLOA instead of AXA Equitable, another life insurance subsidiary of
AXA Financial. It is expected that, in 2014, AXA Financial will continue to
issue new life insurance

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

products, which are issued to policyholders located outside of New York
through MLOA instead of AXA Equitable. 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.

BRANDING.In first quarter 2014, AXA Financial rolled out a branding
initiative intended to help AXA Financial deliver on its strategy. As part
of this initiative, the AXA Financial Group companies have enhanced their
brand identity in the marketplace by using AXA as the single brand for AXA
Financial's advice, retirement and life insurance lines of business. As a
result, MLOA has simplified its brand in the U.S. marketplace to "AXA". AXA
Financial believes that this simplification and marketing of the brand will
emphasize its strategic transformation in the U.S., help it become a more
prominent player in the U.S. life insurance marketplace and enable a more
seamless global brand with MLOA's ultimate parent company, AXA. MLOA further
believes that the AXA brand is a more digitally friendly brand name allowing
customers an easier way to get to us, find us and do business with us.

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

Prior to the reinsurance agreement with Protective Life, profits on
non-participating traditional life policies and annuity contracts with life
contingencies emerged 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 after the impacts of
reinsurance ceded. This matching was 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, net
of reinsurance, 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, include 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 had issued certain variable annuity products with guaranteed minimum
death benefit ("GMDB") and guaranteed minimum income benefit ("GMIB")
features. The GMDB feature provided that in the event of an insured's death,
the beneficiary would 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 $8 million ($0
net of reinsurance) at December 31, 2013. Given that 100% of the GMDB/GMIB
reserve balance is ceded, the sensitivity risk of any increase or decrease
in interest rates is transferred to the reinsurer.

TRADITIONAL ANNUITIES

Prior to the reinsurance agreement with Protective Life, reserves for future
policy benefits for annuities included 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.

REINSURANCE

Reinsurance recoverable balances are calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.

DEFERRED COST OF OR GAIN ON REINSURANCE

The cost of or gain on reinsurance at the inception of a coinsurance treaty,
defined as the difference between the initial coinsurance premium paid and
the amount of the net liabilities relating to the underlying policies, see
Note 2 of Financial Statements, net of the ceded commission received is
deferred and amortized over the lives of the underlying policies.

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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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. As a result of the
reinsurance agreement, effective October 1, 2013, with Protective Life, $188
million of DAC and VOBA amortization was accelerated, which is included in
the deferred cost of reinsurance.

NON-PARTICIPATING TRADITIONAL LIFE INSURANCE POLICIES

Prior to the reinsurance agreement with Protective Life, DAC and VOBA
associated with non-participating traditional life policies was amortized in
proportion to anticipated premiums. Assumptions as to anticipated premiums
were 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 occurred. 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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 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 AND VOBA TO CHANGES IN FUTURE MORTALITY ASSUMPTIONS

The variable and UL policies DAC and VOBA balance was $235 million at
December 31, 2013. The following table demonstrates the sensitivity of the
DAC and VOBA 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 and VOBA balance
and not changes in any other assumptions used in the measurement of the DAC
and VOBA balance and does not assume changes in reserves.

DAC AND VOBA SENSITIVITY -- MORTALITY
DECEMBER 31, 2013

INCREASE/
(REDUCTION)
IN DAC AND
VOBA
-------------
(IN MILLIONS)

Decrease in future mortality by 1%........... $ 1
Increase in future mortality by 1%........... (1)

SENSITIVITY OF DAC AND VOBA TO CHANGES IN FUTURE RATE OF RETURN ASSUMPTIONS

A significant assumption in the amortization of DAC and VOBA 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, 2013, the average gross short-term and long-term
annual return estimate on variable and interest-sensitive life insurance was
9.0% (7.83% net of product weighted average Separate Account fees), and the
gross maximum and minimum short-term annual rate of return limitations were
15.0% (13.83% net of product weighted average Separate Account fees) and
0.0% (-1.17% 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 nine quarters, which is within the maximum and minimum
limitations, grading to a reversion to the mean of 9.0% in eleven quarters.

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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The following table provides an example of the sensitivity of that DAC and
VOBA balance relative to future return assumptions by quantifying the
adjustments to the DAC and VOBA 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 and VOBA balance.

DAC AND VOBA SENSITIVITY -- RATE OF RETURN
DECEMBER 31, 2013

INCREASE/(REDUCTION) IN
DAC AND VOBA
-----------------------
(IN MILLIONS)

Decrease in future rate of return by 1%...... $ (2)
Increase in future rate of return by 1%...... 2

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 sponsor 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, derivative financial instruments, including
equity options 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

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, exposure in certain variable life 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

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 2013 compared to
2012's results, followed by the results for 2012 compared to 2011's results.

MONY LIFE INSURANCE COMPANY OF AMERICA
RESULTS OF OPERATIONS

2013 2012 2011
------- ------- -------
(IN MILLIONS)

REVENUES
Universal life and investment-type product
policy fee income.......................... $ 131 $ 117 $ 123
Premiums..................................... 25 32 42
Net investment income (loss):
Investment income (loss) from derivatives
instruments............................... 8 -- --
Other investment income (loss)............. 84 110 116
------- ------- -------
Total Net investment income (loss)........ 92 110 116
Investment gains (losses), net:
Total other-than-temporary impairment
losses.................................... (6) (7) (2)
------- ------- -------
Net impairment losses recognized........... (6) (7) (2)
Other investment gains (losses), net....... 74 2 1
------- ------- -------
Total investment gains (losses), net...... 68 (5) (1)
------- ------- -------
Equity in earnings (loss) of
AllianceBernstein.......................... 5 2 (2)
Other income (loss).......................... 5 5 6
Increase (decrease) in the fair value of the
reinsurance contract....................... (7) (2) 7
------- ------- -------
Total revenues............................ 319 259 291
------- ------- -------

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits...................... 78 103 96
Interest credited to policyholders' account
balances................................... 65 61 61
Compensation and benefits.................... 32 25 30
Commissions.................................. 80 38 33
Amortization of deferred policy acquisition
costs and value of business acquired....... 21 (27) (12)
Capitalization of deferred policy
acquisition costs.......................... (81) (31) (25)
Amortization of deferred costs of reinsurance 4 -- --
Rent expense................................. 2 2 3
Other operating costs and expenses........... 74 44 29
------- ------- -------
Total benefits and other deductions....... 275 215 215
------- ------- -------
Earnings (loss) before income taxes.......... 44 44 76
Income tax (expense) benefit................. (16) (6) 1
------- ------- -------
Net Earnings (Loss).......................... $ 28 $ 38 $ 77
======= ======= =======

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

YEAR ENDED DECEMBER 31, 2013 COMPARED TO YEAR ENDED DECEMBER 31, 2012

Net earnings (loss) were $28 million in 2013, a decrease of $10 million from
net earnings (loss) of $38 million in 2012, primarily related to $48 million
higher amortization of DAC and VOBA, $42 million higher commission expense,
$30 million higher other operating costs and expenses and $26 million lower
net investment income and higher income tax expense partially offset by $73
million higher realized gains, $50 million higher capitalization of DAC, $25
million lower future policyholders' benefits and $14 million higher
universal life and investment products policy fee income.

Income tax expense was $16 million in 2013 as compared to $6 million in
2012. The $10 million higher income tax expense was primarily related to the
absence of the income tax benefit from the 2012 settlement of refund claims
for tax years 2004-2007.

Earnings (loss) before income taxes were $44 million in both 2013 and 2012.

REVENUES. Total revenues in 2013 increased $60 million to $319 million from
$259 million in 2012, primarily due to higher investment gains (losses), net
and higher universal life and investment-type product policy fee income
offset by the decrease in the fair value of the reinsurance contract asset
and lower investment income.

Universal life and investment-type product policy fee income increased $14
million in 2013 to $131 million from $117 million in 2012 primarily due to
higher fees earned on higher Separate Account balances and $5 million higher
release of the initial fee liability.

Premiums totaled $25 million in 2013, a decrease of $7 million from $32
million in 2012 primarily related to higher premiums ceded partially offset
by higher first year premiums.

Net investment income decreased $18 million in 2013 to $92 million from $110
million in 2012 principally due to assets transferred to Protective Life and
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 partially offset by income from
derivatives reflecting increased use of equity options to hedge the
crediting rate exposure of some insurance products.

Investment gains (losses), net increased $73 million in 2013 to $68 million
from a loss of $(5) million in 2012 primarily due to $75 million of realized
gains on the transfer of assets to Protective Life resulting from the
reinsurance agreement.

Increase (decrease) in the fair value of the reinsurance contract asset
decreased $5 million in 2013 to a decrease of $7 million from $2 million in
2012. The 2013 decrease reflected the impacts of the market conditions
through September 30, 2013. As a result of reinsuring 100% of the risk of
GMIB liabilities to Protective Life, the GMIB ceded liabilities are no
longer considered an embedded derivative resulting in the write off of the
remaining $2 million balance of the asset at September 30, 2013 in fourth
quarter 2013. The 2012 decrease reflected existing market conditions and
assumption changes.

BENEFITS AND OTHER DEDUCTIONS. Total benefits and other deductions totaled
$275 million in 2013, an increase of $60 million from $215 million in 2012,
primarily due to higher DAC and VOBA amortization, and higher operating
costs and expenses partially offset decreases in policyholder benefits in
2013.

Policyholders' benefits decreased $25 million in 2013 to $78 million from
$103 million in 2012 primarily due to a $22 million lower death claims
(including $12 million ceded to Protective) and by $3 million lower payments
on supplementary contracts with life contingencies (including $3 million
ceded to Protective).

Compensation and benefits expense increased $7 million to $32 million in
2013 from $25 million in 2012 due to higher allocated compensation.

Commissions increased $42 million in 2013 to $80 million from $38 million in
2012 due to higher first year sales as a result of AXA Financial Group's
strategy to issue most of its indexed life sales outside of New York through
MLOA instead of AXA Equitable.

DAC and VOBA amortization in 2013 was $21 million reflecting higher baseline
amortization as a result of higher sales. The 2012 $27 million negative DAC
and VOBA amortization resulted from updated expectations of lower future
mortality assumptions and better lapse experience in annuities and interest
sensitive-life products.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DAC capitalization totaled $81 million in 2013, an increase of $50 million
from the $31 million reported in 2012. The increase was primarily due to $41
million higher deferrable commissions on higher sales of MLOA's indexed life
products and $9 million higher deferrable expenses.

Other operating costs and expenses, totaled $74 million in 2013, an increase
of $30 million from the $44 million reported in 2012. The increase was
primarily due to a $20 million donation from MLOA to the AXA Foundation from
the consideration received from Protective Life and $11 million of allocated
transaction and transition costs related to the reinsurance agreement with
Protective Life.

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.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

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 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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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

As part of AXA Financial's ongoing efforts to efficiently manage capital
amongst its insurance subsidiaries, improve the quality of the product
line-up of its insurance subsidiaries and enhance the overall profitability
of AXA Financial Group, in 2013, most sales of indexed life insurance to
policyholders located outside of New York were issued through MLOA instead
of AXA Equitable. It is expected that, in 2014, AXA Financial will continue
to issue new life insurance products to policyholders located outside of New
York through MLOA instead of AXA Equitable. 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.

The following table lists the sales for major insurance product lines for
2013, 2012 and 2011. Premiums and deposits are presented net of internal
conversions and are presented gross of reinsurance ceded.

PREMIUMS AND DEPOSITS

2013 2012 2011
------ ------ ------
(IN MILLIONS)

RETAIL:
Annuities
First year...................................... $ -- $ -- $ --
Renewal......................................... 36 37 35
------ ------ ------
36 37 35

Life/(1) /
First year...................................... 159 69 35
Renewal......................................... 160 151 151
------ ------ ------
319 220 186

Other/(2) (3) /
First year...................................... 2 5 12
Renewal......................................... -- 6 6
------ ------ ------
2 11 18
------ ------ ------

Total retail.................................... 357 268 239
------ ------ ------

WHOLESALE:
Annuities
First year...................................... -- -- 1
Renewal......................................... 2 2 2
------ ------ ------
2 2 3

Life/(1) /
First year...................................... 37 11 31
Renewal......................................... 45 47 50
------ ------ ------
82 58 81

Other............................................. -- 1 1
------ ------ ------

Total wholesale................................. 84 61 85
------ ------ ------

Total Premiums and Deposits....................... $ 441 $ 329 $ 324
====== ====== ======

/(1)/Includes variable, interest-sensitive and traditional life products.
/(2)/Includes reinsurance assumed.
/(3)/Includes premiums and deposits from supplementary contracts -- A form of
settlement under a life insurance or annuity contract whereby funds are
made payable or used by the beneficiary to purchase a new insurance
policy.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

2013 COMPARED TO 2012. Total premiums and deposits for life insurance
products for 2013 were $441 million, a $112 million increase from $329
million in 2012 while total first year premiums and deposits increased $113
million to $198 million in 2013 from $85 million in 2012. First year
premiums and deposits for life insurance products increased $116 million,
primarily due to the $90 million and $26 million increase in sales of
indexed life insurance products in the retail and wholesale channels
respectively. The increase in sales of life insurance products primarily
reflects the impact that most sales of Indexed life insurance products to
policyholders outside of New York were issued through MLOA, instead of AXA
Equitable.

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.

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)/
-------------------

2013 2012 2011 2013 2012 2011
------- ------- ------- ----- ----- -----
(DOLLARS IN MILLIONS)

Annuities.................................... $ 150 $ 207 $ 266 11.7 % 15.9 % 17.9 %
Variable and interest-sensitive life......... 88 71 92 5.8 % 4.8 % 6.0 %
------- ------- -------
Total........................................ $ 238 $ 278 $ 358
======= ======= =======

/(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.

2013 COMPARED TO 2012. Surrenders and withdrawals decreased $40 million,
from $278 million in 2012 to $238 million for 2013. There was a decrease of
$57 million for individual annuities surrenders withdrawals partially offset
by an increase of $17 million for variable and interest sensitive life
insurance surrenders withdrawals. The annualized annuities surrender rate
decreased to 11.7% in 2013 from 15.9% in 2012. The variable and interest
sensitive life products' annualized surrender rate for 2013 and 2012 was
5.8% and 4.8% respectively.

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.

GENERAL ACCOUNT INVESTMENT PORTFOLIO

The General Account Investment Assets ("GAIA") portfolio consists of a
well-diversified portfolio of public and private fixed maturities,
commercial mortgages and other loans and other invested assets.

The General Accounts' portfolios and investment results support the
insurance liabilities of MLOA's business operations. The following table
reconciles the balance sheet asset amounts to GAIA.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

GENERAL ACCOUNT INVESTMENT ASSETS
DECEMBER 31, 2013

BALANCE
SHEET TOTAL OTHER/(1)/ GAIA
BALANCE SHEET CAPTIONS: ------------ ---------- ----------
(IN MILLIONS)

Fixed maturities, available for sale, at
fair value................................. $ 713 $ (12) $ 725
Mortgage loans on real estate................ 28 2 26
Policy Loans................................. 142 130 12
Other invested assets........................ 84 82 2
------------ ---------- ----------
Total investments.......................... 967 202 765
Cash and cash equivalents.................... 139 66 73
------------ ---------- ----------
Total........................................ $ 1,106 $ 268 $ 838
============ ========== ==========

/(1)/Assets listed in the "Other" category principally consist of MLOA's
miscellaneous assets and 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.

INVESTMENT RESULTS OF GENERAL ACCOUNT INVESTMENT ASSETS

The following table summarizes investment results by asset category for the
periods indicated.

2013 2012 2011
--------------- ------------------ ------------------
YIELD AMOUNT Yield Amount Yield Amount
------ ------ ------- -------- ------- --------
(DOLLARS IN MILLIONS)

FIXED MATURITIES:
Investment grade
Income (loss)............................. 4.66% $ 70 4.95% $ 87 5.36% $ 90
Ending assets............................. 664 1,763 1,728
Below investment grade
Income.................................... 6.49% 9 6.83% 9 7.59% 12
Ending assets............................. 61 127 152
MORTGAGES:
Income (loss)............................. 6.65% 2 10.30% 10 7.97% 10
Ending assets............................. 26 45 125
POLICY LOANS:
Income.................................... 5.18% 6 5.84% 8 6.12% 8
Ending assets............................. 12 139 136
CASH AND SHORT-TERM INVESTMENTS:
Income.................................... 0.08% -- 0.14% -- 0.11% --
Ending assets............................. 73 140 50
OTHER INVESTED ASSETS:
Income.................................... -- -- --
Ending assets............................. 2 2 2
TOTAL INVESTED ASSETS:
------ -------- --------
Income.................................... 4.46% 87 4.91% 114 5.57% 120
Ending Assets............................. 838 2,216 2,193
TOTAL:
------ -------- --------
Investment income.......................... 4.46% 87 5.24% 114 5.60% 120
Less: investment fees...................... (0.09)% (2) (0.11)% (2) (0.11)% (2)
------ ====== ------- ======== ------- ========
Investment Income, Net..................... 4.37% $ 85 5.13% $ 112 5.49% $ 118
====== ======== ========
ENDING NET ASSETS $ 838 $ 2,216 $ 2,193
====== ======== ========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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, 2013, 76.5% of the fixed maturity
portfolio was publicly traded. At December 31, 2013, GAIA held CMBS with an
amortized cost of $24 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.

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, 2013:
Corporate Securities:
Finance.................................... $ 103 $ 6 $ -- $ 109
Manufacturing.............................. 193 11 (4) 200
Utilities.................................. 103 6 (2) 107
Services................................... 97 6 -- 103
Energy..................................... 66 3 (1) 68
Retail and wholesale....................... 31 1 (1) 31
Transportation............................. 15 -- -- 15
Other...................................... -- -- -- --
--------- -------- ---------- --------
Total corporate securities................ 608 33 (8) 633
--------- -------- ---------- --------
U.S. government.............................. 34 -- -- 34
Commercial mortgage-backed................... 46 1 (23) 24
Residential mortgage-backed/(2)/............. -- -- -- --
Preferred stock.............................. 18 -- (2) 16
State & municipal............................ 6 -- -- 6
Foreign governments.......................... -- -- -- --
Asset-backed securities...................... -- -- -- --
--------- -------- ---------- --------
Total........................................ $ 712 $ 34 $ (33) $ 713
========= ======== ========== ========

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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
---------- -------- ------- ----------
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
========== ======== ======= ==========

/(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.

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 $50 million, or 7.0%, of the total
fixed maturities at December 31, 2013 and $113 million, or 6.0%, of the
total fixed maturities at December 31, 2012. Gross unrealized losses on
public and private fixed maturities increased from $29 million in 2012 to
$33 million in 2013. Below investment grade fixed maturities represented
39.4% and 44.8% of the gross unrealized losses at December 31, 2013 and
2012, respectively. For public, private and corporate fixed maturity
categories, gross unrealized gains were higher and gross unrealized losses
were lower in 2013 than in the prior year.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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, 2013:
1 Aaa, Aa, A.............. $ 365 $ 14 $ 6 $ 373
2 Baa..................... 161 8 2 167
---------- ---------- ---------- ----------
Investment grade........ 526 22 8 540
---------- ---------- ---------- ----------

3 Ba...................... 5 -- -- 5
4 B....................... 13 -- 3 10
5 C and lower............. 1 -- -- 1
6 In or near default...... -- 1 -- 1
---------- ---------- ---------- ----------
Below investment grade.. 19 1 3 17
---------- ---------- ---------- ----------
Total...................................... $ 545 $ 23 $ 11 $ 557
========== ========== ========== ==========

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

/(1)/At December 31, 2013 and 2012, 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

GROSS GROSS
NAIC AMORTIZED UNREALIZED UNREALIZED FAIR
DESIGNATION/(1)/ RATING AGENCY EQUIVALENT COST GAINS LOSSES VALUE
--------------- ------------------------ --------- ----------- ---------- ------
(IN MILLIONS)

AT DECEMBER 31, 2013:
1 Aaa, Aa, A.............. $ 63 $ 5 $ 12 $ 56
2 Baa..................... 73 6 -- 79
--------- ----------- ---------- ------
Investment grade........ 136 11 12 135
--------- ----------- ---------- ------

3 Ba...................... 1 -- -- 1
4 B....................... 11 -- 2 9
5 C and lower............. 3 -- -- 3
6 In or near default...... 16 -- 8 8
--------- ----------- ---------- ------
Below investment grade.. 31 -- 10 21
--------- ----------- ---------- ------
Total...................................... $ 167 $ 11 $ 22 $ 156
========= =========== ========== ======

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

/(1)/Includes no securities, as of December 31, 2013 and 2012, that have been
categorized based on expected NAIC designation pending receipt of SVO
ratings.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 FAIR
DESIGNATION RATING AGENCY EQUIVALENT COST GAINS LOSSES VALUE
----------- ------------------------ ---------- ---------- ---------- --------
(IN MILLIONS)

AT DECEMBER 31, 2013:
1 Aaa, Aa, A.............. $ 362 $ 18 $ 5 $ 375
2 Baa..................... 230 13 1 242
---------- --------- ---------- --------
Investment grade........ 592 31 6 617
---------- --------- ---------- --------

3 Ba...................... 5 -- 1 4
4 B....................... 12 -- 1 11
5 C and lower............. -- -- -- --
6 In or near default...... -- 1 -- 1
---------- --------- ---------- --------
Below investment grade.. 17 1 2 16
---------- --------- ---------- --------
Total................................. $ 609 $ 32 $ 8 $ 633
========== ========= ========== ========

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

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, 2013, MLOA did not own any asset-backed securities.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

COMMERCIAL MORTGAGE-BACKED SECURITIES

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, 2013
------------------------------
MOODY'S AGENCY RATING
------------------------------ TOTAL TOTAL
BA AND DECEMBER 31, DECEMBER 31,
AAA AA A BAA BELOW 2013 2012
VINTAGE ----- ----- ----- ----- ------ ------------ ------------
(IN MILLIONS)

At amortized cost:
2004....................................... $ -- $ -- $ -- $ -- $ -- $ -- $ --
2005....................................... -- -- -- -- 19 19 23
2006....................................... -- -- -- -- 12 12 14
2007....................................... -- -- -- -- 15 15 20
----- ----- ----- ----- ----- ---------- ----------
Total CMBS................................... $ -- $ -- $ -- $ -- $ 46 $ 46 $ 57
===== ===== ===== ===== ===== ========== ==========

At fair value:
2004....................................... $ -- $ -- $ -- $ -- $ -- $ -- $ --
2005....................................... -- -- -- -- 10 10 18
2006....................................... -- -- -- -- 3 3 5
2007....................................... -- -- -- -- 10 10 12
----- ----- ----- ----- ----- ---------- ----------
Total CMBS................................... $ -- $ -- $ -- $ -- $ 23 $ 23 $ 35
===== ===== ===== ===== ===== ========== ==========

MORTGAGES

Investment Mix

At December 31, 2013 and 2012, respectively, approximately 3.7% and 2.2% of
GAIA were in commercial mortgage loans. At December 31, 2013 and 2012,
respectively, the carrying value of commercial mortgage loans were $31
million and $49 million.

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, 2013 December 31, 2012
------------------------- -------------------------
AMORTIZED COST % OF TOTAL Amortized Cost % of Total
-------------- ---------- -------------- ----------
(DOLLARS IN MILLIONS)

BY REGION:
U.S. Regions:
Pacific.................................... $ 16 51.6% $ 28 57.2%
West South Central......................... 9 29.0 10 20.4
South Atlantic............................. 3 9.7 7 14.3
East South Central......................... 3 9.7 3 6.1
East North Central......................... -- -- 1 2.0

Total Mortgage Loans......................... $ 31 100.0% $ 49 100.0%
============= ======== ============ ========
BY PROPERTY TYPE:
Industrial buildings......................... $ 26 83.9% $ 39 79.6%
Retail stores................................ 5 16.1 6 12.2
Hospitality.................................. -- -- 4 8.2

Total Mortgage Loans......................... $ 31 100.0% $ 49 100.0%
============= ======== ============ ========

At December 31, 2013, the General Account investments in commercial mortgage
loans had a weighted average loan-to-value ratio of 86%.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

The values used in these ratio calculations were developed as part of the
periodic review of the commercial mortgage loan portfolio, which includes an
evaluation of the underlying collateral value.

MORTGAGE LOANS BY LOAN-TO-VALUE AND DEBT SERVICE COVERAGE RATIOS
DECEMBER 31, 2013

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%..................................... $ -- $ -- $ 16 $ -- $ -- $ -- $ 16
50% - 70%.................................... -- -- -- 6 -- -- 6
70% - 90%.................................... -- -- -- -- -- -- --
90% plus..................................... 9 -- -- -- -- -- 9
-------- ------- ------ ------ ------ ----- ---------

Total Commercial Mortgage Loans.............. $ 9 $ -- $ 16 $ 6 $ -- $ -- $ 31
======== ======= ====== ====== ====== ===== =========

/(1)/The debt service coverage ratio is calculated using actual results from
property operations.

100% of commercial mortgage loans originated prior to 2007.

At December 31, 2013 and 2012, there were no mortgage loans classified as
problem loans or considered a TDR, while $9 million and $10 million were
classified as potential problem loans.

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.

2013 2012
------ ------
(IN MILLIONS)

Balances, beginning of year.................. $ 4 $ 3
Provision.................................. -- 1
Deductions for writedowns and asset
dispositions.............................. (1) --
------ ------
Balances, End of Year........................ $ 3 $ 4
====== ======

OTHER EQUITY INVESTMENTS

At December 31, 2013, private equity partnerships, hedge funds and
real-estate related partnerships were 0.0% 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, 2013 December 31, 2012
----------------- -----------------
(IN MILLIONS)

Common stock................................. $ 1 $ 1
Joint ventures and limited partnerships:
Private equity............................. -- 1
----------------- ---------------
Total Other Equity Investments............... $ 1 $ 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

2013 2012 2011
------- ------- -------
(IN MILLIONS)

Fixed maturities............................. $ 68 $ (5) $ (2)
Other........................................ 1 2 (1)
------- ------- -------
Total........................................ $ 69 $ (3) $ (3)
======= ======= =======

The following table further describes realized gains (losses), net for Fixed
maturities:

FIXED MATURITIES
REALIZED INVESTMENT GAINS (LOSSES), NET

2013 2012 2011
------ ------- -------
(IN MILLIONS)

Gross realized investment gains:
Gross gains on sales and maturities/(1)/... $ 86 $ 3 $ 2
------ ------- -------
Total gross realized investment gains..... 86 3 2
------ ------- -------
Gross realized investment losses:
Other-than-temporary impairments
recognized in earnings (loss)............. (6) (7) (2)
Gross losses on sales and maturities/(2)/.. (12) (1) (2)
------ ------- -------
Total gross realized investment losses.... (18) (8) (4)
------ ------- -------
Total........................................ $ 68 $ (5) $ (2)
====== ======= =======

/(1)/Includes $81 million of gross gains from assets transferred to
Protective Life.
/(2)/Includes $6 million of gross losses from assets transferred to
Protective Life.

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)

2013 2012 2011
------- ------- -------
(IN MILLIONS)

Fixed Maturities:
Public fixed maturities.................... $ -- $ (1) $ (1)
Private fixed maturities................... (6) (6) (1)
------- ------- -------
Total fixed maturities securities......... $ (6) $ (7) $ (2)
======= ======= =======

OTTI on fixed maturities recorded in income in 2013, 2012 and 2011 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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 AEFS. 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, 2013 December 31, 2012
------------------- -------------------
AMOUNT % OF TOTAL Amount % of Total
-------- ---------- -------- ----------
(DOLLARS IN MILLIONS)

Not subject to discretionary withdrawal provisions $ 93 6.5% $ 99 7.0%
Subject to discretionary withdrawal, with
adjustment:
With market value adjustment.................... 1,026 72.2 998 70.9
Subtotal....................................... 1,119 78.7 -- --
Subject to discretionary withdrawal at contract
value with no surrender charge or surrender
charge of less than 5%.......................... 303 21.3 310 22.1
-------- --------- -------- ---------
Total Annuity Reserves And Deposit Liabilities.... $ 1,422 100.0% $ 1,407 100.0%
======== ========= ======== =========

ANALYSIS OF STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2013 AND 2012

Cash and cash equivalents were $139 million at December 31, 2013 a decrease
of $12 million from $151 million at December 31, 2012.

Net cash used in operating activities was $227 million in 2013 as compared
to $49 million in 2012. 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 $165 million in 2013 as
compared to net cash provided by investing activities of $57 million in
2012. The change was principally due to net sales and maturities of $150
million in 2013 as compared to net sales and maturities of $65 million in
2012.

Net cash provided by financing activities was $50 million in 2013 as
compared to $82 million in 2012. The impact of the net deposits to
policyholders' account balances was $238 million in 2013 as compared to net
deposits to policyholders' account balances of $82 million in 2012. In
addition to the $238 million net deposits to policyholders' account balances
in 2013, there was a $12 million change collateralized pledged liabilities
and a $200 million return of capital to its parent AEFS.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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.

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.

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, 2013, this asset pool included an aggregate of $133 million
in highly liquid short-term investments, as compared to $139 million at
December 31, 2012. 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, 2013 and 2012, 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, 2013, 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. 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 2013, 2012 and 2011, respectively, MLOA's statutory net income (loss)
totaled $33 million, $33 million and $35 million. Statutory surplus, capital
stock and Asset Valuation Reserve totaled $367 million and $295 million at
December 31, 2013 and 2012, respectively. In 2013 MLOA used a portion of the
consideration from the reinsurance agreement with Protective Life to return
$200 million of capital to its parent AEFS.

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, 2013

PAYMENTS DUE BY PERIOD
----------------------------------------------
LESS THAN 1 OVER
TOTAL 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)/..... $ 1,705 $ 32 $ 76 $ 83 $ 1,514
-------- ------------ ------------ ----------- --------
Total Contractual
Obligations........ $ 1,705 $ 32 $ 76 $ 83 $ 1,514
======== ============ ============ =========== ========

/(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, 2013 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 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
88.4% of the carrying value of General Account Investment Assets at
December 31, 2013. 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, 2013 and 2012
would have on the fair value of fixed maturities and mortgage loans:

DECEMBER 31, 2013 December 31, 2012
-------------------- ------------------------
BALANCE AFTER Balance After
FAIR +100 BP +100 BP
VALUE CHANGE Fair Value Change
------ ------------- ---------- -------------
(IN MILLIONS)

Fixed maturities............................. $ 713 $ 684 $ 2,026 $ 1,946
Mortgage loans on real estate................ 28 28 46 46
------ ----------- -------- -------------
Total...................................... $ 741 $ 712 $ 2,072 $ 1,992
====== =========== ======== =============

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, 2013 and
2012, respectively, the aggregate carrying value of policyholders'
liabilities were $2,100 million and $2,012 million, approximately $557
million (net of amounts reinsured to Protective Life) and $1,825 million of
which liabilities are reactive to interest rate fluctuations. The aggregate
fair values of such contracts at December 31, 2013 and 2012 were $562
million and $2,067 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 $564 million and $2,145 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.

DERIVATIVES AND INTEREST RATE AND EQUITY RISKS -- FAIR VALUE. MLOA uses
derivatives for asset/liability risk management primarily to reduce
exposures to equity market fluctuations. Derivative hedging strategies are
designed to reduce these risks from an economic perspective and are all
executed within the framework of a "Derivative Use Plan" approved by the
AID. To minimize credit risk exposure associated with its

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

derivative transactions, each counterparty's credit is appraised and
approved and risk control limits and monitoring procedures are applied.
Credit limits are established and monitored on the basis of potential
exposures that take into consideration current market values and estimates
of potential future movements in market values given potential fluctuations
in market interest rates. In addition, MLOA executed various collateral
arrangements with counterparties to over-the-counter derivative transactions
that require both the pledging and accepting of collateral either in the
form of cash or high-quality Treasury or government agency securities.

Mark to market exposure is a point-in-time measure of the value of a
derivative contract in the open market. A positive value indicates existence
of credit risk for MLOA because the counterparty would owe money to MLOA if
the contract were closed. Alternatively, a negative value indicates MLOA
would owe money to the counterparty if the contract were closed. If there is
more than one derivative transaction outstanding with a counterparty, a
master netting arrangement exists with the counterparty. In that case, the
market risk represents the net of the positive and negative exposures with
the single counterparty. In management's view, the net potential exposure is
the better measure of credit risk.

At December 31, 2013 and 2012, the net fair values of MLOA's derivatives
were $14 million and $1 million, respectively. The table that follows shows
equity sensitivities of those derivatives, measured in terms of fair value.
These exposures will change as a result of ongoing portfolio and risk
management activities.

EQUITY SENSITIVITIES
-------------------
BALANCE AFTER
NOTIONAL FAIR -10% EQUITY
AMOUNT VALUE PRICE SHIFT
-------- ----- -------------

DECEMBER 31, 2013
Options.................................... 296 14 12
December 31, 2012
Options.................................... 29 1 1

In addition to the freestanding derivatives discussed above MLOA has
liabilities associated with the MSO in MLOA's variable life insurance
products and IUL insurance products features which are considered to be
derivatives for accounting purposes and were reported at its fair value. The
liability for MSO and IUL features was $14 million at December 31, 2013. The
potential fair value exposure to an immediate 10% drop in equity prices from
those prevailing at December 31, 2013, would be to decrease the liability
balance to $10 million.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

BOARD OF DIRECTORS

The Board currently consists of eleven members, including our President and
Chief Executive Officer, 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 2013, except Mr. de Castries.

The current members of our Board are as follows:

MARK PEARSON

Mr. Pearson, age 55, has been a Director of MLOA since January 2011.
Mr. Pearson currently serves as Chairman of the Board, President and Chief
Executive Officer. From February 2011 through September 2013, he served as
Chairman of the Board and Chief Executive Officer. Mr. Pearson also serves as
President and Chief Executive Officer of AXA Financial since February 2011 and
as Chairman of the Board, President 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 and is a member of the Board of Directors of the American
Council of Life Insurers and the Financial Services Roundtable. Mr. Pearson is
also a director of AXA Financial (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.

HENRI DE CASTRIES

Mr. de Castries, age 59, 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 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), 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 59, 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

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 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 60, 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), 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 61, 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 senior and executive
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
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, Bank of
America and Security Pacific National Bank. The Board also benefits from her
extensive knowledge of the retirement business.

DANNY L. HALE

Mr. Hale, age 69, 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 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 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 72, has been a Director of MLOA since May 2006. From April
2010 to April 2013, Mr. Hamilton was a member of AXA's Board of Directors,
where he served 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 was also a director of AXA Equity
and Law plc from 1993 to March 2013 and its Non-executive Chairman from 1995 to
March 2013 and a director of AXA UK plc from 1995 to March 2013 and its
Non-executive Chairman from September 2000 to March 2013. 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; PinaultPrintempsRedoute SA; Swiss
Re Capital Markets Limited; CX Reinsurance; and Binley Limited. Mr. Hamilton is
also a director of AXA Financial (since December 1995) and AXA Equitable (since
May 2006).

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 former
director of AXA and certain of its other subsidiaries.

PETER S. KRAUS

Mr. Kraus, age 61, 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 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 62, 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 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 61, 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 than $150 million to non-profit
organizations. Ms. Slutsky is Treasurer 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 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 64, 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 and AXA Equitable since May 2010.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

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 Mr. Pearson, whose biography is
included above in the Board of Directors information) are as follows:

DAVE S. HATTEM, SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL

Mr. Hattem, age 57, 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 HEAD OF U.S. LIFE &
RETIREMENT

Mr. Lane, age 40, rejoined AXA Financial Group in February 2011 and currently
serves as Senior Executive Vice President and Head of U.S. Life & Retirement of
AXA Financial and MLOA and as Senior Executive Director and Head of U.S. Life &
Retirement of AXA Equitable. Prior to becoming the Head of U.S. Life &
Retirement in November 2013, Mr. Lane served as Senior Executive Vice President
and President, Retirement Savings. Mr. Lane is responsible for all aspects of
manufacturing and distribution of AXA Financial Group's life and annuity
business lines, including Financial Protection, Wealth Management, Employer
Sponsored and Individual Annuity. Mr. Lane also leads AXA Equitable Funds
Management Group. 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 46, 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 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 CHIEF HUMAN RESOURCES
OFFICER

Mr. Piazzolla, age 60, joined AXA Financial Group in March 2011 and currently
serves as Senior Executive Vice President and Chief Human Resources Officer 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.

SHARON RITCHEY, SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

Ms. Ritchey, age 55, joined AXA Financial Group in November 2013 and currently
serves as Senior Executive Vice President and Chief Operating Officer of AXA
Financial and MLOA and as Senior Executive Director and Chief Operating Officer
of AXA Equitable. Ms. Ritchey is

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

responsible for operations and technology, including customer service centers,
with an emphasis on leveraging AXA's global reach and optimizing organizational
nimbleness and flexibility in the U.S. market. Prior to joining AXA Financial
Group, Ms. Ritchey was Executive Vice President of the Retirement Plans Group
at The Hartford. Ms. Ritchey joined The Hartford in 1999 and served in several
roles of increasing responsibility throughout her tenure, including leading
global operations and technology for the life business, and serving as chief
operating officer of the U.S. wealth management, the North American property
and casualty, and the affinity personal lines businesses, respectively. Prior
to joining The Hartford, Ms. Ritchey spent four years in senior marketing and
six sigma leadership roles at GE Capital, and got her start at Citi, with roles
of increasing responsibility across the company's retail, banking and customer
service divisions.

ROBERT O. ("BUCKY") WRIGHT, SENIOR EXECUTIVE VICE PRESIDENT AND HEAD OF WEALTH
MANAGEMENT

Mr. Wright, age 59, joined AXA Financial Group in 2004 and currently serves as
Senior Executive Vice President and Head of Wealth Management of AXA Financial
and MLOA and as Senior Executive Director and Head of Wealth Management of AXA
Equitable. Mr. Wright also serves as the Chairman and Chief Executive Officer
of AXA Advisors. As the Head of Wealth Management, Mr. Wright is responsible
for driving profitable revenue growth as well as increasing capacity by growing
AXA Financial Group's sales force. In addition to expanding beyond AXA
Financial Group's current markets and distribution platform, the focus is
targeted on the development of new and experienced financial professionals,
management, and hiring. Within wealth management are retail operations,
communications, marketing and merchandising, advanced markets sales support,
and training and educational programs for AXA Financial Group's financial
professionals. Mr. Wright joined AXA Financial Group in 2004 as part of the
acquisition of The MONY Group by AXA Financial. Mr. Wright began his career
with MONY in 1976 as a financial professional and held a variety of field
management positions throughout his tenure with the company.

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 2013.

The Audit Committee of the Board ("Audit Committee") is currently comprised of
Mr. Vaughan (Chair), Ms. Fallon-Walsh, 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 2013.

The Investment Committee of the Board ("Investment Committee") is currently
comprised of Mr. Hamilton (Chair), Mr. de Castries, Ms. Fallon-Walsh, Mr. Hale
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 four times in 2013.

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.

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.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 2013, our Named Executive
Officers were:

. MARK PEARSON, Chairman of the Board, President and Chief Executive
Officer. Mr. Pearson became President effective close of business on
September 12, 2013

. ANDERS B. MALMSTROM, Senior Executive Director and Chief Financial
Officer

. NICHOLAS B. LANE, Senior Executive Director and Head of U.S. Life and
Retirement

. SALVATORE F. PIAZZOLLA, Senior Executive Director and Chief Human
Resources Officer

. ROBERT O. ("BUCKY") WRIGHT, Senior Executive Director and Head of Wealth
Management

. ANDREW MCMAHON, President until close of business on September 12, 2013

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., as well as AXA Equitable's
ultimate parent and shareholder, AXA. 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 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 AXA Equitable's 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 and performance share awards serve as a medium
range incentive, with three-year vesting schedules. 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 Governance 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 Governance 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 Chairman and Chief Executive Officer of AXA with the
operational management of the AXA Group. Mr. Pearson is a member of the
Management Committee. The Compensation and Governance Committee is exclusively
composed of directors determined to be independent 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). The Vice-Chairman of the Board of Directors -- Lead
Independent Director is associated with the Committee's work, even if not a
member of the Committee, and presents the compensation policies of AXA each
year at the AXA shareholder meeting.

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 four
members, all of whom were determined to be independent directors by the Board
of Directors under New York Stock Exchange standards as of February 27, 2014.
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 and approving 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 27, 2014, all of the
Named Executive Officers were principal officers or comparably paid employees,
except for Mr. McMahon and Mr. Wright.

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:

. 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 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.

During 2013, 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;

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

100

. provided periodic updates on legal, accounting and other developments
and trends affecting compensation and benefits generally and executive
compensation specifically;

. offered a competitive review of total compensation (including base,
salary, targeted and actual annual incentives, annualized value of
long-term incentives, welfare and retirement benefits) against selected
peer companies, covering specific groups of executive and director
positions; and

. assisted in analyzing general reports published by third party national
compensation consultants on corporate compensation and benefits.

Although executive 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 OCC reviewed the services to
be provided by Towers Watson in 2013 as well as the related fees. The OCC also
met with Towers Watson in 2013 to discuss current market trends in executive
compensation. The total amount of fees paid to Tower Watson by AXA Equitable in
2013 was approximately $163,430 (including $54,861 for executive compensation
support, $37,800 for broad-based employee compensation support and $70,769 for
talent management). AXA Equitable also paid fees to Towers Watson for actuarial
services unrelated to its compensation programs. AXA and other AXA affiliates
may also pay fees to Towers Watson for various services.

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 AXA Equitable's 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 AXA Equitable's executives, including the Named Executive Officers.

PRIMARY COMPENSATION DATA SOURCE

For all Named Executive Officers, AXA Equitable currently relies primarily on
the Tower Watson U.S. Diversified Insurance Study of Executive Compensation 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:

AFLAC ING Phoenix Companies
AIG John Hancock Principal Financial
Allstate Lincoln Financial Prudential Financial
CIGNA Massachusetts Mutual Securian Financial
CNO Financial MetLife Sun Life Financial
Genworth Financial Nationwide Thrivent Financial
Guardian Life New York Life TIAA-CREF
Hartford Financial Northwestern Mutual Transamerica
OneAmerica Financial Unum Group
Pacific Life USAA

OTHER COMPENSATION DATA SOURCES

AXA Equitable supplements the above U.S. compensation data source 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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

101

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 AXA Equitable's Named Executive Officers in 2013 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
200 executives of AXA Group worldwide, including all the Named Executive
Officers except Mr. Pearson since compensation of the members of AXA's
Management Committee is reviewed separately by the Compensation and Governance
Committee of the AXA Board of Directors. The Management Committee participates
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.
AXA Equitable Human Resources provides detailed information to AXA Human
Resources in preparation for the review.

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.

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 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. Once set, 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 base 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, the company included an additional amount in lieu of
providing Mr. Pearson with a housing allowance.

In 2013, all the Named Executive Officers received an increase in their annual
rate of base salary to offset a reduction in certain fringe benefits as
follows: Mr. Pearson ($75,000), Mr. Malmstrom ($20,000), Mr. Piazzolla
($25,000), Mr. Lane ($25,000), Mr. Wright ($20,000) and Mr. McMahon ($50,000).
In addition, during 2013, Mr. Lane received an increase in his annual rate of
base salary of $175,000 to reflect both a market adjustment and a change in job
responsibility as he became responsible for all AXA Equitable lines of business
in September 2013.

The base salaries earned by the Named Executive Officers in 2013 (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 (the "STIC
Program").

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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.

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 determined by combining the individual performance
percentages for AXA Financial Life and Savings Operations (weighted 90%) and
AXA Group (weighted 10%) which measure their performance against certain
financial and other targets. 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 for AXA Financial Life and Savings Operations
is determined, it may be adjusted positively or negatively by the Management
Committee, as described below, before being combined with the AXA Group
performance percentage to arrive at the Funding Percentage.

Mr. Pearson's STIC Program award is determined independently of the STIC
Program Pool and is based 20% on AXA Group's performance (which reflects his
broader range of performance responsibilities within AXA Group worldwide as a
member of the Management Committee), 30% on the performance of AXA Financial
Life and Savings Operations and 50% on his individual performance.

Performance Percentages

Various performance objectives are established for 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 a 50% cliff. 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 for a performance objective, 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 2013, along with their relative
weightings. The performance objectives for

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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% 543
Economic expenses/(3)/............................ 10.0% 1,190
Gross Written Premiums/(4)/....................... 15.0% 2,700
Operating free cash flow/(5)/..................... 20.0% 469
Customer Centricity/(6)/
Customer Scope.................................. 10.0% 83.2% - 84.2%
Total Aided Awareness........................... 5.0% 21.5% - 24.5%

/(1)/All numbers 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)/"Gross Written Premiums" means total premiums (first year premiums plus
renewal premiums) for pure life insurance protection business.
/(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
Total Aided Awareness. Generally, Customer Scope measures customers'
overall satisfaction with AXA Equitable based on a weighted average of the
percentage of favorable responses received for a certain customer survey
question. Total Aided Awareness measures brand awareness among a
representative sample of U.S. consumers based on the percentage of
favorable responses received for a certain market research survey question.

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 operating free cash flow was increased for the 2013
STIC Program grid from 15% to 20% to reflect the importance of cash flow
generation and the weighting of customer centricity has increased over the
years as AXA Group has developed a global strategy of becoming more
customer-focused. Also, operating return on short-term economic capital was
removed from the 2013 STIC Program objectives to align with industry practice
and Gross Written Premiums was added to align with AXA's strategy to focus on
the life and health insurance protection businesses to rebalance its risk
profile. Similarly, Brand Preference was replaced with Total Aided Awareness
since it is more directly linked to AXA Financial's new brand strategy.
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 (65%). Return on equity (20%) and customer scope (15%) 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 the Management Committee

As stated above, the performance percentage for AXA Financial Life and Savings
Operations may be adjusted by the Management Committee before being combined
with AXA's performance percentage to arrive at the Funding Percentage. This
adjustment reflects AXA Financial Life and Savings Operations' 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 2013, 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 2013, the Management Committee made a negative adjustment of 5.5%,
primarily due to life insurance sales for 2013 being behind the 2013 plan.

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.

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The OCC reviewed the performance of each Named Executive Officer during 2013
except Mr. McMahon since he entered into a separation agreement in September
2013 as described below under "Severance Arrangements." 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 2013 and
the Funding Percentage. The accomplishments included:

. AXA Financial successfully completed the sale of MONY Life Insurance
Company ("MONY Life") and the reinsurance of an in-force book of life
insurance policies written by MONY America primarily prior to 2004 for
cash consideration of approximately $1.06 billion;

. AXA Equitable continued to take steps to reduce the risk associated with
the in-force business including initiating a program to purchase from
certain policyholders the GMDB and GMIB riders contained in their
Accumulator(R) contracts which AXA Equitable believes is mutually
beneficial to both the company and policyholders who no longer need or
want the GMDB and GMIB rider;

. AXA Equitable continued to make solid progress in offering a more
balanced, innovative and diversified product portfolio by introducing
both Investment Edge/SM/, the latest investment only variable annuity
designed for clients who may want a cost-efficient variable annuity
without the expense and complexity of guaranteed benefits and
Brightlife/SM/ Protect, a type of universal life policy that offers a
low cost structure and the flexibility to adjust to a policyholder's
changing needs;

. AXA Financial developed a branding initiative intended to help it
deliver on its strategy by introducing "AXA" as the single brand in the
U.S. marketplace for all of AXA Financial's advice, retirement and life
insurance lines of business;

. AXA Equitable achieved significant productivity savings through
management actions including headcount and real estate footprint
reductions as well as lower spending across the organization; and

. AXA Equitable continued to implement successful diversity initiatives
resulting in a perfect score in the Human Rights Campaign's Corporate
Equality Index, being named one of the Top 25 Best Companies for
Multicultural Women in Working Mother magazine and being recognized as
one of DiversityInc's 25 Noteworthy Companies for Diversity.

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.

The STIC Program awards earned by the Named Executive Officers in 2013 (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's 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 AXA Equitable's
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.

For 2013, proposed grants under AXA's global equity program involved a mix of
two equity-based components: (1) AXA ordinary share options and (2) AXA
performance shares. 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 shares under the AXA
International Performance Share Plan (the "International Performance Shares
Plan").

Both the Stock Option Plan and the International Performance Shares Plan are
subject to the oversight of the AXA Board of Directors, which is authorized to
approve all stock option and performance share 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,

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105

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 share
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 and with consideration for specific local
needs (e.g., market competitiveness, consistency with local practices, group
development).

The AXA Board of Directors sets the mix of performance shares and stock options
for individual grants, which is standardized through AXA Group worldwide. Since
2004 there has been an increasing reliance on performance shares or units over
stock options in equity-based awards since performance shares and units reduce
the dilutive effects that accompany grants of stock options. In 2013, equity
grants were awarded entirely in performance shares at the senior and junior
officer levels. Executive officers have continued to receive a portion of their
grant in stock options, however, since stock options are a long-term award and
AXA believes that executive 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 shares 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 as determined using a Black-Scholes pricing methodology. The
number of performance shares is then determined by dividing the portion of the
euro grant value allocated to the performance shares by the value of one
performance share. For this purpose, the value of a performance share is deemed
to be equal to 2.5 times the value of a stock option. Note that the stock
option and performance share 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 share's grant date fair value reflected in the
Summary Compensation Table which is based on FASB ASC Topic 718.

2013 GRANTS OF EQUITY-BASED AWARDS

On March 22, 2013, stock option and performance shares grants were made to the
Named Executive Officers by the AXA Board of Directors taking into account the
available equity pool allocation and based on a review of each officer's
potential future contributions, consideration of the importance of retaining
the officer in his current 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.

For the Named Executive Officers, the equity-based award was comprised of 40%
stock options and 60% performance shares. The amounts were as follows:
Mr. Pearson received 140,000 stock options and 84,000 performance shares.
Mr. Malmstrom received 34,934 stock options and 20,954 performance shares.
Mr. Piazzolla received 26,200 stock options and 15,715 performance shares.
Mr. Lane received 64,046 stock options and 38,416 performance shares.
Mr. Wright received 26,200 stock options and 15,715 performance shares.
Mr. McMahon received 87,336 stock options and 52,386 performance shares.

Stock Options

The stock options granted to the Named Executive Officers on March 22, 2013
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 22, 2017
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
13.81 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 22, 2013.

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.

Performance Shares

The performance shares granted to the Named Executive Officers on March 22,
2013 have a cliff vesting schedule of three years and will be settled in shares.

A performance share is a "phantom" share of AXA stock that, once earned and
vested, provides the right to receive an AXA ordinary share at the time
of payment. Performance shares are granted unearned. Under the 2013
International Performance Shares Plan, the number of shares

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106

that is earned is determined at the end of a two-year performance period
starting on January 1, 2013 and ending on December 31, 2014 by multiplying the
number of shares 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 2013 or
fiscal year 2014, 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 2013 International
Performance Shares 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 shares a participant has earned. If
performance targets are met, 100% of the performance shares initially granted
is earned. Performance that exceeds the targets results in increases in the
number of shares earned, subject to a cap of 130% of the initial number of
shares. Performance that falls short of targets results in a decrease in the
number of shares earned with a possible forfeiture of all shares. 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 shares granted under the 2013 International Performance Shares
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.

PAYOUT -- The settlement of 2013 performance shares will be made in AXA
ordinary shares on March 22, 2016 or on the immediately following day that is a
business day if March 22, 2016 is not a business day.

PAYOUT OF 2010 PERFORMANCE UNITS IN 2013

In 2013, the Named Executive Officers with the exception of Mr. Piazzolla
received the remaining 50% of their performance units under AXA's 2010
Performance Unit Plan. The payout of the units was in cash.

The 2010 Performance Unit Plan was similar to the 2013 International
Performance Shares Plan except that 50% of the units earned were vested after
two years, on March 19, 2012, and the remaining 50% vested on March 19, 2013.
Also, settlement was in cash rather than stock. As in the 2013 International
Performance Shares 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 (i.e., January 1, 2010 through December 31, 2011)
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 share grants for each
of the Named Executive Officers in 2013 is reported in the 2013 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.

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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 ($17,500 in 2013 and 2014) and compensation limits ($255,000 in 2013 and
$260,000 in 2014) imposed by the Internal Revenue Code of 1986, as amended (the
"Code"). The 401(k) Plan provides participants with the opportunity to earn a
discretionary profit sharing contribution. The discretionary profit sharing
contribution for a calendar year is based on company performance for that year
and ranges from 0% to 4% of annual eligible compensation (subject to Code
limits). Any contribution for a calendar year is expected to be made in the
first quarter of the following year. A profit sharing contribution of 4% of
annual eligible compensation is expected to be made for the 2013 plan year. In
addition to the discretionary profit sharing contribution, a new company
contribution was added to the 401(k) Plan effective January 1, 2014. The new
company contribution is based on the following formula and subject to Code
limits: (i) 2.5% of eligible compensation up to the Social Security Wage Base
($117,000 in 2014) plus, (ii) 5.0% of eligible compensation in excess of the
Social Security Wage Base, up to the qualified plan compensation limit
($260,000 in 2014).

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 and
Mr. Wright. 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 was frozen to new participants effective on December 31,
2013 and accruals of benefits generally ceased to accrue. Prior to the freeze,
the Retirement Plan provided a cash balance benefit whereby AXA Equitable
established a notional account in the name of each Retirement Plan participant.
The notional account was 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 up to the qualified plan
compensation limit. These notional accounts continue to be credited with deemed
interest credits. For pay credits earned on or after April 1, 2012 up to
December 31, 2013, 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 2013, pay credits earned prior to April 1, 2012
received an interest crediting rate of 4% while pay credits earned on or after
April 1, 2012, received an interest crediting rate of .25%. For certain
grandfathered participants, the Retirement Plan provides benefits under a
formula based on final average pay, estimated Social Security benefits and
service. None of the Named Executive Officers are grandfathered participants.

MONY LIFE RETIREMENT INCOME SECURITY PLAN FOR EMPLOYEES ("RISPE"). As a former
employee of MONY Life, Mr. Wright participates in RISPE, a tax-qualified
defined benefit plan sponsored by AXA Financial for former employees of MONY
Life. RISPE 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. RISPE was frozen to new
entrants on July 8, 2004. It has a three-year cliff-vesting schedule.

For certain grandfathered participants, including Mr. Wright, RISPE provides
benefits under a formula based on final average pay and years of accrual
service. This formula benefit was frozen as of December 31, 2013.

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 and Mr. Wright, to earn retirement
benefits in excess of what is permitted under the Code with respect to the
Retirement Plan. The Excess Plan was generally frozen as of December 31, 2013.
Prior to the freeze of the Retirement Plan, the Excess Plan permitted
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 certain Code limits.

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108

AXA FINANCIAL, INC. EXCESS BENEFIT PLAN FOR SELECT EMPLOYEES (THE "RISPE EXCESS
PLAN"). As a former employee of MONY Life, Mr. Wright participates in the RISPE
Excess Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY
Employees) which is sponsored by AXA Financial and allows former employees of
MONY Life to earn retirement benefits in excess of what is permitted under the
Code with respect to RISPE. The RISPE Excess Plan was generally frozen as of
December 31, 2013. Prior to the freeze of RISPE, the RISPE Excess Plan
permitted participants, including Mr. Wright, to accrue and be paid benefits
that they would have earned and been paid under RISPE but for certain Code
limits.

EXCESS 401(K) CONTRIBUTIONS. Because AXA Equitable believes that excess plans
are an important component of competitive market-based compensation in both its
peer group and generally, AXA Equitable began providing excess 401(k)
contributions for participants in the 401(k) Plan with eligible compensation in
excess of the qualified plan compensation limit on January 1, 2014. These
contributions are equal to 10% of the participant's eligible compensation in
excess of the qualified plan compensation limit and are made to the AXA
Equitable Post-2004 Variable Deferred Compensation Plan for Executives.

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. In addition, effective January 1, 2014, excess 401(k)
contributions are made to the Post-2004 Plan. 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.

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 base salary. Payments are capped at 52 weeks' of base 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. For Named Executive Officers, the general release and waiver of
claims typically includes non-competition and non-solicitation provisions.

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 base 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

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. 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 attaining 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 for each of the two consecutive fiscal years immediately preceding
the year of termination.

MR. MCMAHON'S SEPARATION AGREEMENT. Mr. McMahon entered into a separation
agreement effective on September 12, 2013. Pursuant to the terms of this
separation agreement, Mr. McMahon terminated employment with AXA Equitable on
February 28, 2014 (the "Termination Date"). In consideration for signing the
agreement, Mr. McMahon received (a) his STIC Program award for 2013 at the
targeted amount of $1,800,000, adjusted based on actual funding of the 2013
STIC Program pool, (b) a lump sum payment of $2,450,000, which is equal to
fifty two weeks of his base salary plus his targeted STIC Program award for
2014, (c) an additional lump sum payment of $340,000, which is equal to his
targeted STIC Program award for 2014, pro-rated for his service in 2014 plus
$40,000, (d) an additional lump sum of $1,225,000 which is equal to six months
of his salary plus a pro-rated targeted STIC Program award for 2014 and (e) the
opportunity to enter into agent agreements with each of AXA Network, LLC and
AXA Advisors, LLC. In addition, on January 31, 2014, Mr. McMahon was afforded
the opportunity to receive continuation of his existing participation in the
ESB Plan for a period of one year following the Termination Date in exchange
for executing a separate confidential separation agreement and general release.
His separation agreement also contains standard provisions related to
confidentiality, non-disparagement, and non-solicitation/non-competition.

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, 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.
Restricted stock granted to employees under The AXA Financial, Inc. 1997 Stock
Incentive Plan will become non-forfeitable and be immediately transferable
unless the Organization and Compensation Committee of the AXA Financial Board
of Directors reasonably determines that: (i) the restricted stock will be
honored, (ii) the restricted stock will be assumed or (iii) alternative awards
will be substituted for the 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.

Under the 2012 and 2011 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.

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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. Lane is permitted to use
a corporate membership in a country club for personal purposes. Mr. McMahon
also received this perquisite prior to his resignation as President of AXA
Equitable on September 12, 2013 when he ceased to receive any perquisites other
than certain tax preparation services.

In addition to the above, the Named Executive Officers receive financial
planning and tax preparation services.

Tax gross-ups on most perquisites were discontinued starting in 2013.

The incremental costs of perquisites for the Named Executive Officers during
2013 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
executive 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, senior executive directors required to own stock equal to three times
their base salary and executive and managing directors 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 shares and performance units.
Individuals were given a five-year compliance window.

In September 2010, the compliance window was suspended 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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111

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 2013, Directors Duverne and Slutsky also served on the Compensation
Committee of the Board of Directors of AllianceBernstein Corporation.

For additional information about the Organization and Compensation Committee,
see "Directors, Executive Officers and Corporate Governance".

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

112

SUMMARY COMPENSATION TABLE

The following table, as well as all other executive compensation tables,
presents the compensation of our Named Executive Officers for services
performed for the AXA Financial Group for the years ended December 31,
2011, December 31, 2012, and December 31, 2013 allocated to MLOA in a manner
consistent with the allocation of compensation expenses under the Services
Agreement. The compensation reported in the following table includes items such
as salary and non-equity incentive compensation as well as the grant date fair
value of performance shares, performance units, AXA miles and stock options.
The performance shares, performance units, AXA miles 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.

NON-EQUITY
FISCAL STOCK OPTION INCENTIVE
NAME YEAR SALARY/(1)/ BONUS/(2)/ AWARDS/(3)/ AWARDS/(4)/ COMPENSATION/(5)/
---- ------ ---------- --------- ---------- ---------- -----------------

PEARSON, MARK................................ 2013 $ 58,729 $ 72,906 $ 12,094 $ 116,976
CHAIRMAN AND CHIEF 2012 $ 44,794 $ 46,924 $ 11,155 $ 69,381
EXECUTIVE OFFICER 2011 $ 39,800 $ 69,155 $ 34,742 $ 13,336 $ 1,747

MALMSTROM, ANDERS............................ 2013 $ 31,591 $ 18,187 $ 3,018 $ 34,800
SENIOR EXECUTIVE 2012 $ 14,457 $ 5,850 $ 13,650
DIRECTOR AND CHIEF
FINANCIAL OFFICER

LANE, NICHOLAS............................... 2013 $ 29,482 $ 33,342 $ 5,533 $ 49,680
SENIOR EXECUTIVE 2012 $ 19,223 $ 24,208 $ 3,695 $ 27,300
DIRECTOR AND HEAD OF 2011 $ 16,838 $ 12,667 $ 3,255 $ 21,060
US LIFE AND RETIREMENT

PIAZZOLLA, SALVATORE......................... 2013 $ 44,377 $ 13,640 $ 2,263 $ 47,040
SENIOR EXECUTIVE 2012 $ 35,070 $ 13,157 $ 2,006 $ 32,760
DIRECTOR AND CHIEF 2011 $ 29,012 $ 5,850 $ 10,556 $ 2,713 $ 25,350
HUMAN RESOURCES OFFICER

WRIGHT, ROBERT............................... 2013 $ 20,203 $ 13,640 $ 2,263 $ 47,040
SENIOR EXECUTIVE DIRECTOR 2012
AND CHAIRMAN, 2011
AXA ADVISORS

MCMAHON, ANDREW.............................. 2013 $ 31,107 $ 45,467 $ 7,545 $ 102,643
PRESIDENT 2012 $ 23,337 $ 38,886 $ 5,938 $ 59,670
2011 $ 22,888 $ 38,003 $ 9,765 $ 59,670

CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMP- ALL OTHER
ENSATION COMP-
NAME EARNINGS/(6)/ ENSATION/(7)/ TOTAL
---- -------------- ------------ ---------

PEARSON, MARK................................ $ 38,488 $ 16,804 $ 315,977
CHAIRMAN AND CHIEF $ 56,432 $ 3,940 $ 232,626
EXECUTIVE OFFICER $ 6,378 $ 10,663 $ 175,821

MALMSTROM, ANDERS............................ $ 15,352 $ 102,948
SENIOR EXECUTIVE $ 590 $ 4,073 $ 38,620
DIRECTOR AND CHIEF
FINANCIAL OFFICER

LANE, NICHOLAS............................... $ 3,052 $ 1,444 $ 122,533
SENIOR EXECUTIVE $ 11,963 $ 3,685 $ 90,074
DIRECTOR AND HEAD OF $ 9,575 $ 2,086 $ 65,481
US LIFE AND RETIREMENT

PIAZZOLLA, SALVATORE......................... $ 18,868 $ 1,895 $ 128,083
SENIOR EXECUTIVE $ 11,091 $ 3,680 $ 97,764
DIRECTOR AND CHIEF $ 3,960 $ 9,255 $ 86,696
HUMAN RESOURCES OFFICER

WRIGHT, ROBERT............................... $ 1,580 $ 84,726
SENIOR EXECUTIVE DIRECTOR
AND CHAIRMAN,
AXA ADVISORS

MCMAHON, ANDREW.............................. $ 195,595 $ 382,357
PRESIDENT $ 28,353 $ 3,947 $ 160,131
$ 23,778 $ 3,145 $ 157,249

/(1)/The amounts in this column reflect actual salary paid in 2013 allocated to
MLOA in a manner consistent with the allocation of compensation expenses
under the Services Agreement.
/(2)/No bonuses were paid to the Named Executive Officers in 2013.
/(3)/The amounts reported in this column represent the aggregate grant date
fair value of performance shares, performance units and AXA miles awarded
in each year in accordance with US GAAP accounting guidance. The 2013
performance share grants were valued at target which represents the
probable outcome at grant date. A maximum payout for the performance share
grants would result in additional values of: Pearson $94,778, Malmstrom
$23,643, Lane $43,345, Piazzolla $17,731, Wright $17,731 and McMahon
$59,108.
/(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 2013 are the awards paid in February 2014 to each
of the Named Executive Officers based on their 2013 performance. The
amounts reported for 2012 are the awards paid in February 2013 for 2012
performance. The amounts reported for 2011 are the awards paid in February
2012 for 2011 performance.

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113

/(6)/The amounts reported represent the increase 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 2011, 2012 or 2013. Mr. Wright, Mr.
Malmstrom and Mr. McMahon each experienced a decrease in the actuarial
present value of their accumulated pension benefits in 2013 due to an
increase in the interest rate used to calculate this value. The amounts of
the decreases were: Mr. Wright ($50,498), Mr. Malmstrom ($254) and Mr.
McMahon ($1,922). These amounts are not reflected in the "Total" column.
/(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)/
---- ------------- ------------- ---------- -------- ------------ ------------

PEARSON, MARK................................ 2013 $ 718 $ 227 $ 2,290 $ 12,665 $ 904
2012 $ 422 $ 194 $ 1,079 $ 2,072 $ 173
2011 $ 235 $ 180 $ 835 $ 4,949 $ 4,463

MALMSTROM, ANDERS............................ 2013 $ 29 $ 1,208 $ 7,317 $ 138 $ 6,660
2012 $ 8 $ 503 $ 836 $ 30 $ 2,697

LANE, NICHOLAS............................... 2013 $ 54 735 $ 63 $ 592
2012 $ 28 $ 482 $ 1,627 $ 40 $ 1,508
2011 $ 13 $ 68 $ 835 $ 762 $ 54 $ 353

PIAZZOLLA, SALVATORE......................... 2013 $ 60 $ 1,180 $ 148 $ 507
2012 $ 16 $ 1,546 $ 1,550 $ 130 $ 438
2011 $ 3 $ 68 $ 835 $ 3,744 $ 158 $ 4,448

WRIGHT, ROBERT............................... 2013 $ 403 $ 687 $ 490
2012
2011

MCMAHON, ANDREW.............................. 2013 $ 671 $ 804 $ 737 $ 193,383
2012 $ 518 $ 630 $ 1,547 $ 553 $ 699
2011 $ 409 $ 68 $ 590 $ 1,138 $ 599 $ 342

NAME TOTAL
---- -----------

PEARSON, MARK................................ $ 16,804
$ 3,940
$ 10,662

MALMSTROM, ANDERS............................ $ 15,352
$ 4,074

LANE, NICHOLAS............................... $ 1,444
$ 3,685
$ 2,085

PIAZZOLLA, SALVATORE......................... $ 1,895
$ 3,680
$ 9,256

WRIGHT, ROBERT............................... $ 1,580

MCMAHON, ANDREW.............................. $ 195,595
$ 3,947
$ 3,146

/(a)/Mr. Pearson is entitled to the business and personal use of a dedicated
car and driver. The personal use of this vehicle for 2013 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
(up to September 12, 2013 for Mr. McMahon). 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)/The company paid the premiums for excess liability insurance coverage for
Mr. Pearson pursuant to his employment agreement.
/(c)/The company pays for financial planning and tax preparation services for
each of the Named Executive Officers.
/(d)/In 2013, AXA Equitable reimbursed AXA Winterthur Switzerland for
contributions it made to Mr. Malmstrom's Swiss retirement plan. Mr.
Malmstrom was subject to tax in the U.S. on both the amount of these
contributions as well as his 2013 earnings in the Swiss plan. AXA Equitable
provided a tax gross-up related to both these amounts.
/(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. For Mr. Wright, this column also includes
the amount of premiums paid on his behalf for life insurance coverage under
the MONY Split Dollar Life Insurance Plan.
/(f)/This column includes the amount of any employer profit sharing
contributions received by each Named Executive Officer under the AXA
Equitable 401(k) Plan other than Mr. Malmstrom who does not participate in
this plan. For Mr. Pearson, this column includes certain air travel and
costs related to having a guest accompany him to a board meeting. For
Mr. Malmstrom, this column includes air travel, reimbursements paid to AXA
Winterthur Switzerland for its contribution to his Swiss retirement plan,
his foreign housing costs for the month of January 2013 and certain costs
related to having a guest accompany him to a board meeting. For
Mr. Piazzolla, this column includes certain costs related to having a
guest accompany him to a board meeting. For Mr. Lane, this column includes
the value of his personal use of a company membership in a country club,
and certain costs related to having a guest accompany him to a board
meeting. For Mr. McMahon, this column includes air travel, certain costs
related to having a guest accompany him on business trips and to board
meetings and amounts received under his separation agreement ($192,720
which represents the sum of (a) a lump sum payment of $117,600, which is
equal to fifty-two weeks of his base salary plus his targeted STIC Program
award for 2014, (b) an additional lump sum payment of $16,320, which is
equal to his targeted STIC Program award for 2014, pro-rated for his
service in 2014, plus $1,920 and (c) an additional lump sum payment of
$58,800 which is equal to six months of his salary plus a pro-rated
targeted STIC Program award for 2014).

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114

2013 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 2013.

ALL OTHER
ESTIMATED FUTURE ESTIMATED STOCK
PAYOUTS UNDER FUTURE PAYOUTS AWARDS: ALL OTHER
NON-EQUITY UNDER EQUITY NUMBER OPTION
INCENTIVE PLAN INCENTIVE PLAN OF AWARDS: EXERCISE
AWARDS/(1)/ AWARDS/(2)/ SHARES NUMBER OF OR BASE
------------------ ------------------ OF SECURITIES PRICE OF
GRANT THRE- MAX- THRE- MAX- STOCKS UNDERLYING OPTION
NAME DATE SHOLD TARGET IMUM SHOLD TARGET IMUM OR UNITS OPTIONS AWARDS/(3)/
---- ---------- ----- ------- ---- ----- ------ ----- --------- ---------- ----------

PEARSON, MARK................................ -- $99,960 N/A
03/22/2013 -- 6,720 6,720 $ 17.83
03/22/2013 -- 4,032 5,242

MALMSTROM, ANDERS............................ -- $28,800 N/A
03/22/2013 559 559 1,118 $ 17.83
03/22/2013 1,006 1,308

LANE, NICHOLAS............................... -- $37,200 N/A
03/22/2013 -- 1,025 1,025 2,050 $ 17.83
03/22/2013 -- 1,844 2,397

PIAZZOLLA, SALVATORE......................... -- $38,400 N/A
03/22/2013 -- 419 419 838 $ 17.83
03/22/2013 -- 754 981

WRIGHT, ROBERT............................... -- $43,200 N/A
03/22/2013 -- 419 419 838 $ 17.83
03/22/2013 -- 754 981

MCMAHON, ANDREW.............................. -- $86,400 N/A
03/22/2013 -- 1,397 1,397 2,795 $ 17.83
03/22/2013 -- 2,515 3,269

GRANT
DATE
CLOSING FAIR
MARKET VALUE
PRICE OF STOCK
ON AND
DATE OF OPTION
NAME GRANT/(4)/ AWARDS/(5)/
---- --------- ----------

PEARSON, MARK................................
$ 18.08 $12,094
$72,906

MALMSTROM, ANDERS............................
$ 18.08 $ 3,018
$18,187

LANE, NICHOLAS...............................
$ 18.08 $ 5,533
$33,342

PIAZZOLLA, SALVATORE.........................
$ 18.08 $ 2,263
$13,640

WRIGHT, ROBERT...............................
$ 18.08 $ 2,263
$13,640

MCMAHON, ANDREW..............................
$ 18.08 $ 7,545
$45,467

/(1)/The target column shows the target award for 2013 for each Named Executive
Officer under the AXA Equitable 2013 Short-Term Incentive Compensation
Plan assuming the plan was 100% funded. There is no minimum or maximum
award for any participant in this plan. The actual 2013 awards granted to
the Named Executive Officers are listed in the Non-Equity Incentive
Compensation column of the Summary Compensation Table.
/(2)/The second row for each Named Executive Officer shows the stock options
granted under The AXA Stock Option Plan for AXA Financial Employees and
Associates on March 22, 2013. 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 shares granted under the 2013 International
Performance Shares Plan on March 22, 2013. These performance shares have a
cliff vesting schedule of three years. Performance shares are granted
unearned. Under the 2013 International Performance Shares Plan, the number
of shares that is earned is determined at the end of a two-year
performance period by multiplying the number of shares 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.
/(3)/The exercise price for the stock options granted on March 22, 2013 is
equal to the average of the closing prices for the AXA ordinary share on
NYSE Euronext Paris SA over the 20 trading days immediately preceding
March 22, 2013. 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 21, 2013.
/(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 22, 2013 to U.S. dollars using the euro to U.S. dollar exchange rate
on March 22, 2013.
/(5)/The amounts in this column represent the aggregate grant date fair value
of stock options and performance shares granted in 2013 in accordance with
US GAAP accounting guidance.

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115

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2013

The following table lists outstanding equity grants for each Named Executive
Officer as of December 31, 2013, allocated to MLOA in a manner consistent with
the allocation of compensation expenses under the Services Agreement. The table
includes outstanding equity grants from past years as well as the current year.

OPTION AWARDS
------------------------------------------------------------------

EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF NUMBER OF NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED UNEXERCISED OPTION OPTION
OPTIONS OPTIONS UNEARNED EXERCISE EXPIRATION
NAME EXERCISABLE/(1)/ UNEXERCISABLE/(1)/ OPTIONS/(1)/ PRICE/(2)/ DATE
---- --------------- ----------------- ----------- --------- ----------

PEARSON, MARK................................ 277 $25.57 03/29/15
245 $33.57 03/31/16
282 141 $44.60 05/10/17
282 141 $33.21 04/01/18
1,660 $21.59 06/10/19
1,936 968 $21.08 03/19/20
2,200 4,400 $20.63 03/18/21
5,568 $15.96 03/16/22
6,720 $17.83 03/22/23

MALMSTROM, ANDERS............................ 280 140 $21.08 03/19/20
185 185 185 $20.63 03/18/21
346 173 $15.96 03/16/22
1,118 559 $17.83 03/22/23

LANE, NICHOLAS............................... 132 $23.37 06/06/15
182 $33.78 03/31/16
135 $45.72 05/10/17
217 108 $33.21 04/01/18
413 $13.34 03/20/19
336 168 $21.08 03/19/20
537 537 537 $20.63 03/18/21
1,229 615 $15.96 03/16/22
2,050 1,025 $17.83 03/22/23

PIAZZOLLA, SALVATORE......................... 448 448 447 $20.63 03/18/21
667 334 $15.96 03/16/22
838 419 $17.83 03/22/23

WRIGHT, ROBERT............................... 1,969 $25.90 03/29/15
1,002 $33.78 03/31/16
538 269 $45.72 05/10/17
741 371 $33.21 04/01/18
401 $13.34 03/20/19
545 272 $21.08 03/19/20
389 389 389 $20.63 03/18/21
703 351 $15.96 03/16/22
838 419 $17.83 03/22/23

STOCK AWARDS
-----------------------------------------
EQUITY
EQUITY INCENTIVE
INCENTIVE PLAN
PLAN AWARDS:
AWARDS: MARKET
NUMBER OR PAYOUT
NUMBER OF VALUE OF
OF MARKET UNEARNED UNEARNED
SHARES VALUE OF SHARES, SHARES,
OR UNITS SHARES OR UNITS OR UNITS OR
OF STOCK UNITS OF OTHER OTHER
THAT STOCK RIGHTS RIGHTS
HAVE THAT HAVE THAT THAT
NOT NOT HAVE NOT HAVE NOT
NAME VESTED/(3)/ VESTED VESTED/(4)/ VESTED
---- ---------- --------- ---------- ---------

PEARSON, MARK................................ 1,590 $44,321 7,373 $205,492

MALMSTROM, ANDERS............................ 398 $11,104 1,490 $ 41,518

LANE, NICHOLAS............................... 582 $16,267 3,565 $ 99,365

PIAZZOLLA, SALVATORE......................... 486 $13,535 1,689 $ 47,065

WRIGHT, ROBERT............................... 423 $11,784 1,738 $ 30,610

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

116

OPTION AWARDS
------------------------------------------------------------------

MCMAHON, ANDREW.............................. 3,282 $25.90 03/29/15
1,530 $33.78 03/31/16
861 431 $45.72 05/10/17
890 445 $33.21 04/01/18
964 $21.08 03/19/20
1,611 1,611 $20.63 03/18/21
1,976 988 $15.96 03/16/22
2,795 1,397 $17.83 03/22/23

STOCK AWARDS
---------------------------------------
EQUITY
EQUITY INCENTIVE
INCENTIVE PLAN
MARKET PLAN AWARDS:
VALUE AWARDS: MARKET
OF NUMBER OR PAYOUT
NUMBER SHARES OF VALUE OF
OF OR UNEARNED UNEARNED
SHARES UNITS SHARES, SHARES,
OR UNITS OF UNITS OR UNITS OR
OF STOCK STOCK OTHER OTHER
THAT THAT RIGHTS RIGHTS
HAVE HAVE THAT THAT
NOT NOT HAVE NOT HAVE NOT
NAME VESTED/(3)/ VESTED VESTED/(4)/ VESTED
---- ---------- ------- ---------- ---------

MCMAHON, ANDREW.............................. 2,504 $69,796 5,281 $147,181

/(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 Dow Jones Europe Stoxx Insurance Index
during a specified period (this condition applies to all options granted
to Mr. Pearson in 2013, 2012 and 2011). All stock options granted in 2006
and earlier are vested.
/(2)/All stock options 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. Piazzolla, Mr. Lane, and Mr. Wright, 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.
/(4)/The amounts in this column include all unearned and unvested performance
units and performance shares as of December 31, 2013.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

117

OPTION EXERCISES AND STOCK VESTED IN 2013

The following table summarizes the value received from stock option exercises
and stock grants vested during 2013, 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/(1)/ VESTING/(2)/ VESTING/(3)/
---- ----------- ------------ ----------- -----------

PEARSON, MARK..................................... 609 $ 1,836 419 $ 7,430
MALMSTROM, ANDERS................................. 215 $ 2,347 139 2,462
LANE, NICHOLAS.................................... 162 $ 2,875
PIAZZOLLA, SALVATORE..............................
WRIGHT, ROBERT.................................... 235 4,165
MCMAHON, ANDREW................................... 4,982 $31,245 546 $ 9,692

/(1)/This column reflects the actual sale price received for the stock acquired
upon the option exercise less the exercise price and fees.
/(2)/This column reflects the number of performance units granted to the
executives under the 2010 AXA Performance Unit Plan that vested on
March 19, 2013.
/(3)/The value of the performance units that vested in 2013 was equal to the
average of the closing prices for the AXA ordinary share on Euronext Paris
over the 20 trading days immediately preceding March 19, 2013, converted
to U.S. dollars using the euro to U.S. dollar exchange rate on March 18,
2013.

PENSION BENEFITS AS OF DECEMBER 31, 2013

The following table lists the pension program participation and actuarial
present value of each Named Executive Officer's defined benefit pension at
December 31, 2013, allocated in a manner consistent with the allocation of
compensation expenses to MLOA under the Services Agreement.

NUMBER OF
YEARS PRESENT VALUE OF
CREDITED ACCUMULATED
NAME PLAN NAME/(1)/ SERVICE BENEFIT
---- ---------------------------------------------- --------- ----------------

PEARSON, MARK................................ AXA Equitable Retirement Plan 4 $ 2,779
AXA Equitable Excess Retirement Plan 4 $ 20,726
AXA Equitable Executive Survivor Benefit Plan 4 $ 92,289
MALMSTROM, ANDERS............................ AXA Equitable Retirement Plan -- $ 0
AXA Equitable Excess Retirement Plan -- $ 0
AXA Equitable Executive Survivor Benefit Plan -- $ 473
LANE, NICHOLAS............................... AXA Equitable Retirement Plan 7 $ 7,013
AXA Equitable Excess Retirement Plan 7 $ 13,588
AXA Equitable Executive Survivor Benefit Plan 7 $ 15,095
PIAZZOLLA, SALVATORE......................... AXA Equitable Retirement Plan 1 $ 1,746
AXA Equitable Excess Retirement Plan 1 $ 8,961
AXA Equitable Executive Survivor Benefit Plan 1 $ 26,685
WRIGHT, ROBERT............................... MONY Life Retirement Income Security
Plan for Employees 32 $ 71,655
AXA Financial Inc. Excess Benefit Plan For
Select Employees 32 $ 322,312
AXA Equitable Executive Survivor Benefit Plan 32 $ 79,858
MCMAHON, ANDREW.............................. AXA Equitable Retirement Plan 7 $ 7,727
AXA Equitable Excess Retirement Plan 7 $ 55,418
AXA Equitable Executive Survivor Benefit Plan 7 $ 32,805

PAYMENTS DURING
NAME THE LAST FISCAL YEAR
---- --------------------

PEARSON, MARK................................ 0
0
0
MALMSTROM, ANDERS............................ 0
0
0
LANE, NICHOLAS............................... 0
0
0
PIAZZOLLA, SALVATORE......................... 0
0
0
WRIGHT, ROBERT...............................
0

0
0
MCMAHON, ANDREW.............................. 0
0
0

/(1)/Except as described in the following sentence, the December 31, 2013
liabilities for the AXA Equitable Retirement Plan (the "Retirement Plan"),
the MONY Life Retirement Income Security Plan for Employees ("RISPE"), the
AXA Equitable Excess Retirement Plan (the "Excess Plan"), the AXA
Financial, Inc. Excess Benefit Plan for Select Employees (the "RISPE
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 a retirement age of 60 is assumed for Mr.
Wright since he is eligible for unreduced plan benefits at age 60.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

118

THE RETIREMENT PLAN

The Retirement Plan is a tax-qualified defined benefit plan for eligible
employees. The Retirement Plan was frozen to new participants effective
December 31, 2013 and accruals of benefits generally creased to accrue.

Participants become vested in their benefits under the Retirement Plan 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").

Prior to the freeze, the Retirement Plan provided a cash balance benefit
whereby AXA Equitable established a notional account for each Retirement Plan
participant. This notional account was 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 included base salary and short-term incentive compensation and was
subject to limits imposed by the Internal Revenue Code ($255,000 in 2013 and
$260,000 in 2014). These notional accounts continue to be credited with deemed
interest credits. For pay credits earned on or after April 1, 2012 up to
December 31, 2013, 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 2013, pay credits earned prior to April 1, 2012
received an interest crediting rate of 4% while pay credits earned on or after
April 1, 2012, received an interest crediting rate of .25%.

All of the Named Executive Officers, except Mr. Malmstrom and Mr. Wright, are
entitled to a frozen cash balance benefit under the Retirement Plan.

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 which was generally frozen as of December 31, 2013, 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, that cap both the amount of eligible
compensation 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. Prior to the freeze of the Retirement Plan, the Excess Plan permitted
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. Wright do not participate in the Excess Plan.

RISPE

As a former employee of MONY Life, Mr. Wright participates in RISPE, which is a
tax-qualified defined benefit plan sponsored by AXA Financial for former
eligible employees of MONY Life. RISPE provides for retirement benefits upon
reaching age 65 and has provisions for early retirement, death benefits, and
benefits upon termination of employment for vested participants. RISPE was
frozen to new entrants on July 8, 2004 and accruals of benefits generally
ceased to accrue effective December 31, 2013. It has a three-year cliff-vesting
schedule. Participants are eligible to retire and begin receiving benefits
under RISPE: (a) at age 65 (the "normal retirement date") or (b) if they are at

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

119

least age 55 with at least 5 full years of service (an "early retirement
date"). For certain grandfathered participants, including Mr. Wright, RISPE
provides benefits under a formula based on final average pay and years of
accrual service (as determined as of December 31, 2013 with the freeze of RISPE
for grandfathered participants).

Participants elect the time and form of payment of their RISPE benefits after
they separate from service. The normal form of payment 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 an
optional form. Among the options are single life annuity, optional joint and
survivor annuity of any whole percentage between 1% and 100% and a lump sum.

None of the Named Executive Officers, except Mr. Wright, are entitled to a
benefit under RISPE.

RISPE EXCESS PLAN

As a former employee of MONY Life, Mr. Wright participates in the RISPE Excess
Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY Employees)
which is sponsored by AXA Financial. Prior to the freeze of this plan on
December 31, 2013, the plan allowed former eligible employees of MONY Life to
earn retirement benefits in excess of what is permitted under the Code with
respect to RISPE. Specifically, RISPE 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 RISPE and the amount of benefits RISPE may pay
annually. The RISPE Excess Plan permitted participants, including Mr. Wright,
to accrue and be paid benefits that they would have earned and been paid under
RISPE but for these limits. The RISPE Excess Plan is an unfunded plan and no
assets were actually set aside in participants' names.

None of the Named Executive Officers, except Mr. Wright, are entitled to a
benefit under the Employee 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.

Level 1 coverage continues after retirement until the participant attains age
65.

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120

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%
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% 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, 2013

The following table provides information on compensation Mr. Wright has 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 IN WITHDRAWALS/ BALANCE AT
NAME IN LAST FY IN LAST FY LAST FY DISTRIBUTIONS AT LAST FYE
---- ------------- ------------- ----------- ------------- ---------------

PEARSON, MARK
MALMSTROM, ANDERS
LANE, NICHOLAS
PIAZZOLLA, SALVATORE
WRIGHT, ROBERT $ 346 $ 3,062
MCMAHON, ANDREW

THE AXA EQUITABLE POST-2004 VARIABLE DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(THE "POST-2004 PLAN").

The above table reflects amounts deferred by Mr. Wright under the "Post-2004
Plan".

The Post-2004 Plan allows eligible employees to defer the receipt of up to 25%
of their base salary and short-term incentive compensation. Deferrals are
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.

Account balances in the Post-2004 Plan are credited with gains and losses as if
invested in the available earnings crediting options chosen by the participant.
The Post-2004 Plan currently offers a variety of earnings crediting options
which are among those offered by the AXA Premier VIP Trust and EQ Advisors
Trust.

Each year, participants in the Post-2004 Plan can elect to make deferrals into
an account they have already established under the plan or they may open a new
account, provided that they may not allocate any new deferrals into an account
if they are scheduled to receive payments from the account in the next calendar
year. When participants establish an account, they must elect the form and
timing of payments for that account. They may receive payments of their account
balance in a lump sum or in any combination of lump sum and/or annual
installments paid over consecutive years. They may elect to commence payments
from an account in July or December of any year after the year following the
deferral election provided that payments must commence by the first July or
December following age 71.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

121

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, 2013 (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.

Because Mr. McMahon entered into a separation agreement effective September 12,
2013, he is not included in the discussion below. For a description of the
terms of his separation agreement, please see the Compensation Discussion and
Analysis.

RETIREMENT

The Named Executive Officers would have been entitled to the following payments
and benefits if they retired 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. Note that the only
Named Executive Officer eligible to retire on the Trigger Date was Mr. Wright.

Short-Term Incentive Compensation: Mr. Wright may have received short-term
incentive compensation awards for 2013 under the Retiree Short-Term Incentive
Compensation ("STIC") Program. Under that program, retirees who have
satisfactory levels of performance and meet certain other requirements are
eligible to receive a prorated STIC award based on their completed months of
service during the calendar year in which they retire.

Stock Options: All stock options granted to Mr. Wright would have continued to
vest and be exercisable until their expiration date, except in the case of
misconduct (for which the options would be forfeited).

Performance Units, AXA Miles and Performance Shares: Mr. Wright would have been
treated as if he continued in the employ of the company until the end of the
vesting period for purposes of his performance unit, AXA Miles and performance
share awards. Accordingly, Mr. Wright would have received performance unit, AXA
Miles and performance share plan payouts at the same time and in the same
amounts as he would have received such payouts if he had not retired.

Retirement Benefits: Mr. Wright would have been entitled to the benefits
described in the pension and nonqualified deferred compensation tables above.

VOLUNTARY TERMINATION OTHER THAN RETIREMENT

NAMED EXECUTIVE OFFICERS OTHER THAN MR. PEARSON AND MR. MCMAHON

If the Named Executive Officers, other than Mr. Pearson and Mr. McMahon, 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 2013.

Stock Options: All stock options granted to the executives would have been
forfeited on the termination date.

Performance Units and Performance Shares: The executives would have forfeited
all performance units and performance shares.

AXA Miles: The executives would have forfeited all 50 of the AXA miles granted
on March 16, 2012.

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.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

122

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 for each of the two consecutive fiscal years immediately preceding
the year of termination.

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..................................... $ 317,520
Pro-Rated Bonus................................... $ 99,960
Additional Pension Accruals....................... $ 31,190

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 2013.

Stock Options: All stock options would have immediately vested. All stock
options granted to the executives would have continued to be exercisable until
the earlier of their expiration date and the six-month anniversary of the date
of death.

Performance Units and Performance Shares: The number of performance units
granted in 2012 and the number of performance shares granted in 2013 would have
been multiplied by an assumed performance factor of 1.3 and the number of
performance units granted in 2011 would have been multiplied by the actual
performance factor for that plan. The performance units would have been valued
based on the closing price of the AXA ordinary share on NYSE Euronext Paris SA
and the euro to U.S. dollar exchange rate on the Trigger Date and the resulting
amount would have been paid in cash to the executive's heirs within 90 days
following death. The performance shares would have been paid in AXA ordinary
shares to the executive's heirs within 90 days following death.

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 AND MR. MCMAHON

The Named Executive Officers, excluding Mr. Pearson and Mr. McMahon, 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 base 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 2013;

. a lump sum payment equal to the sum of: (i) the executive's target STIC
award for 2013 and (ii) $40,000;

. 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 (or, in Mr. Wright's case, RISPE and
the RISPE Excess Plan).

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

123

The following table lists the payments 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 units and
performance shares awards:

SEVERANCE BENEFITS EQUITY GRANTS
----------------------------- --------------------------------------------------------------
ADDITIONAL
LUMP SUM PENSION
NAME SEVERANCE PAYMENT ACCRUALS STOCK OPTIONS
--------------------- --------- -------- ---------- --------------------------------------------------------------

MALMSTROM, ANDERS.... $60,318 $30,720 N/A Options would 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....... $70,610 $39,120 $6,780 Options would 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.

PIAZZOLLA, SALVATORE. $84,493 $40,320 $8,168 Options would 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.

WRIGHT, ROBERT....... $63,190 $45,120 $9,622 Continued vesting in all options and ability to exercise the
options through expiration date.

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

PERFORMANCE
NAME UNITS/SHARES
--------------------- -------------------

MALMSTROM, ANDERS.... Forfeited

LANE, NICHOLAS....... Forfeited

PIAZZOLLA, SALVATORE. Forfeited

WRIGHT, ROBERT....... Continued vesting
in all performance
units and shares
granted prior to
the termination
date

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, 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.
Restricted stock granted under The AXA Financial, Inc. 1997 Stock Incentive
Plan will become non-forfeitable and be immediately transferable unless the
Organization and Compensation Committee of the AXA Financial Board of Directors
reasonably determines that: (i) the restricted stock will be honored, (ii) the
restricted stock will be assumed or (iii) alternative awards will be
substituted for the 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.

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124

2013 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 2013.

CHANGE IN
PENSION VALUE
AND
FEES NONQUALIFIED
EARNED NON-EQUITY DEFERRED
OR PAID STOCK OPTION INCENTIVE PLAN COMPENSATION
NAME IN CASH/(1)/ AWARDS/(2)/ AWARDS/(3)/ COMPENSATION EARNINGS
---- ----------- ---------- ---------- -------------- -------------

DE CASTRIES, HENRI................................ -- -- -- -- --
DUVERNE, DENIS.................................... -- -- -- -- --
DE OLIVEIRA, RAMON................................ $17,602 $21,664 $1,037 -- --
FALLON-WALSH, BARBARA............................. $22,558 $21,664 $1,037 -- --
HALE, DANNY L..................................... $25,076 $21,664 $1,037 -- --
HAMILTON, ANTHONY L............................... $25,943 $21,664 $1,037 -- --
KRAUS, PETER S.................................... -- -- -- -- --
SCOTT, BERTRAM.................................... $21,420 $21,664 $1,037 -- --
SLUTSKY, LORIE A.................................. $21,935 $21,664 $1,037 -- --
VAUGHAN, RICHARD C................................ $27,486 $21,664 $1,037 -- --

ALL OTHER
NAME COMPENSATION/(4)/ TOTAL
---- ---------------- -------

DE CASTRIES, HENRI................................ $155 $ 155
DUVERNE, DENIS.................................... $155 $ 155
DE OLIVEIRA, RAMON................................ $205 $40,508
FALLON-WALSH, BARBARA............................. $491 $45,750
HALE, DANNY L..................................... $870 $48,647
HAMILTON, ANTHONY L............................... $137 $48,781
KRAUS, PETER S.................................... -- --
SCOTT, BERTRAM.................................... $269 $44,390
SLUTSKY, LORIE A.................................. $259 $44,895
VAUGHAN, RICHARD C................................ $677 $50,864

/(1)/For 2013, each of our non-officer directors received the following cash
compensation:

. $17,602 cash retainer (pro-rated for partial years of service);

. $325 for each special board meeting attended;

. $406 for each Audit Committee meeting attended; and

. $325 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, a $2,708 retainer and the Chairman of the Audit Committee received a
$3,385 retainer.

/(2)/The amounts reported in this column represent the aggregate grant date
fair value of restricted and unrestricted stock awarded in 2013 in
accordance with U.S. GAAP accounting guidance. As of December 31, 2013,
our directors had outstanding restricted stock awards in the following
amounts:

Mr. De Oliveira 919 restricted shares
Ms. Fallon-Walsh 449 restricted shares
Mr. Hale 1,329 restricted shares
Mr. Hamilton 1,329 restricted shares
Mr. Scott 449 restricted shares
Ms. Slutsky 1,329 restricted shares
Mr. Vaughan 1,329 restricted shares

/(3)/The amounts reported in this column represent the aggregate grant date
fair value of stock options awarded in 2013 in accordance with U.S. GAAP
accounting guidance. As of December 31, 2013, our directors had
outstanding stock options in the following amounts:

Mr. De Oliveira 1,181 options
Ms. Fallon-Walsh 576 options
Mr. Hale 1,707 options
Mr. Hamilton 4,852 options
Mr. Scott 576 options
Ms. Slutsky 3,603 options
Mr. Vaughan 1,707 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.

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125

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 $13,540, 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 $8,124 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.

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 $135,400 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 $542 per year.

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126

BUSINESS TRAVEL ACCIDENT

All directors are covered for accidental loss of life while traveling to, or
returning from:

/(1)/ board or committee meetings;

/(2)/ trips taken at our request; and

/(3)/ 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 $1,354 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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127

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, 2014, 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)/

NUMBER OF SHARES AND
NATURE OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
------------------------ -------------------- ----------------

Mark Pearson/(2)/................................. 266,775 *
Henri de Castries/(3)/............................ 4,312,699 *
Ramon de Oliveria/(4)/............................ 12,606 *
Denis Duverne/(5)/................................ 2,680,109 *
Barbara Fallon-Walsh/(6)/......................... 5,976 *
Danny L. Hale/(7)/................................ 17,745 *
Anthony J. Hamilton/(8)/.......................... 62,506 *
Peter S. Kraus.................................... -- *
Bertram L. Scott/(9)/............................. 5,977 *
Lorie A. Slutsky/(10)/............................ 34,552 *
Richard C. Vaughan/(11)/.......................... 17,850 *
Dave Hattem/(12)/................................. 129,532 *
Nick Lane/(13)/................................... 117,065 *
Anders Malmstrom/(14)/............................ 39,170 *
Salvatore Piazzolla/(15)/......................... 41,360 *
Sharon Ritchey.................................... -- *
Robert O. Wright/(16)/............................ 200,102 *
All directors, director nominees and executive
officers as a group (17 persons)/(17)/.......... 7,944,024 *

* 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 143,363 shares Mr. Pearson can acquire within 60 days under
option plans. Also includes 84,000 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.
/(3)/Includes 2,646,547 shares Mr. de Castries can acquire within 60 days under
option plans. Also includes 292,400 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.
/(4)/Includes 745 shares Mr. de Oliveria can acquire within 60 days under
options plans.
/(5)/Includes 1,973,578 shares Mr. Duverne can acquire within 60 days under
option plans.
/(6)/Includes 5,442 deferred stock units under The Equity Plan for Directors.
/(7)/Includes 2,040 shares Mr. Hale can acquire within 60 days under options
plans.
/(8)/Includes (i) 13,653 shares Mr. Hamilton can acquire within 60 days under
options plans and (ii) 36,869 deferred stock units under The Equity Plan
for Directors.
/(9)/Includes 5,977 deferred stock units under The Equity Plan for Directors.
/(10)/Includes (i) 9,042 shares Ms. Slutsky can acquire within 60 days under
options plans and (ii) 24,465 deferred stock units under The Equity Plan
for Directors.
/(11)/Includes 2,040 shares Mr. Vaughan can acquire within 60 days under
options plans.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

128

/(12)/Includes 70,461 shares Mr. Hattem can acquire within 60 days under option
plans. Also includes 19,208 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.
/(13)/Includes 64,451 shares Mr. Lane can acquire within 60 days under option
plans. Also includes 38,416 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.
/(14)/Includes 17,134 shares Mr. Malmstrom can acquire within 60 days under
option plans. Also includes 20,954 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.
/(15)/Includes 25,595 shares Mr. Piazzolla can acquire within 60 days under
option plans. Also includes 15,715 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.
/(16)/Includes 131,798 shares Mr. Wright can acquire within 60 days under
option plans. Also includes 15,715 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.
/(17)/Includes 5,100,447 shares the directors and executive officers as a group
can acquire within 60 days under option plans.

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129

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
$89,047,933, $56,589,740 and $53,519,970 for 2013, 2012 and 2011, respectively.

MLOA paid $47,037,841, $32,366,744 and $24,062,718 in commissions and fees for
the sale of its insurance products to AXA Distribution Holding Corporation and
its subsidiaries in 2013, 2012 and 2011 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
$29,393,106, $24,495,729 and $3,135,608 for their applicable share of operating
expenses in 2013, 2012 and 2011, respectively.

In 2013, MLOA used a portion of the consideration received from the reinsurance
agreement with Protective Life to return $200,000,000 in capital to its parent,
AXA Equitable Financial Services, LLC, and to donate $20,000,000 to AXA
Foundation, Inc. (the "Foundation"). The Foundation was organized for the
purpose of distributing grants to various tax-exempt charitable organizations
and administering various matching gift programs for AXA Equitable and its
subsidiaries and affiliates, including MLOA.

In August 2012, MLOA sold its entire portfolio of agricultural loans on real
estate to AXA Equitable in exchange for $42,000,000.

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 $900,843, $1,160,113 and $1,820,395 in 2013, 2012 and 2011,
respectively. Claims and expenses paid were $748,071, $724,780 and $1,119,749
in 2013, 2012 and 2011, respectively.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

130

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 $766,576, $570,437 and $426,414 in 2013, 2012 and 2012, respectively.
Claims and expenses were $0, $0 and $0 in 2013, 2012 and 2011, 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 $251,881, $317,488 and $334,772 and in 2013,
2012 and 2011, 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 $1,782,242,
$1,939,543 and $1,933,690 for 2013, 2012 and 2011, respectively.

APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA

131

PART II

ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ESTIMATED
ITEM OF EXPENSE EXPENSE
--------------- ---------

Registration fees........................................... $ 0.00
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, 2014.

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, Director and
President

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:

Henri de Castries Anthony J. Hamilton Bertram Scott
Ramon de Oliveira Danny L. Hale Lorie A. Slutsky
Denis Duverne Peter S. Kraus Richard C. Vaughan
Barbara Fallon-Walsh Mark Pearson

*By: /s/ Dodie Kent
-------------------------
Dodie Kent
Attorney-in-Fact

April 25, 2014

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