SECONDAMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

as hereinafter defined, and to provide the Executive with the severance and other benefits set forth in this Agreement in the event the Executive’s employment with the Company terminates following such a Change in Control under the circumstances described below.

on each anniversary of the Change in Control unless, not later than six months prior to such extended Expiration Date, the Company shall have given written notice to the Executive that it does not wish to extend the Expiration Date.

Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Holding Company, (ii) any acquisition by the Holding Company and (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Holding Company or any subsidiary of the Holding Company;

Company (or such surviving entity) outstanding immediately after such merger, consolidation, reorganization or transaction;

Best Efforts. During the Period of Employment, the Executive shall devote his full time, best efforts and undivided attention during normal business hours to the business and affairs of the Company, except reasonable for vacations, illness or incapacity. The Executive is aware that performance objectives have historically been established by the Company’s Chairman and Chief Executive Officer, in consultation with the Company’s Board, for Company-wide performance and for performance by the Executive. The Executive agrees to work diligently

throughout the Period of Employment to achieve any such performance objectives that shall then exist.

Incentive Compensation. During the Period of Employment, the Executive shall continue to be a full participant in the Company’s Annual Incentive Compensation Plan, Long Term Incentive Plan and Restricted Stock Ownership Plan, as well as any comparable successor plans (the “Incentive Plans”), as the Incentive Plans are in effect immediately prior to the date of the Change in Control and with such improvements in the Incentive Plans or other incentive compensation plans as may from time to time be made in accordance with the practices of the Company. The Executive shall be entitled to participate in other incentive compensation plans generally available to senior executives of the Company. If any of the Incentive Plans is terminated or discontinued, the Executive shall be entitled to participate in other incentive compensation plans

with terms at least as favorable to the Executive as the Incentive Plans in effect prior to the termination or discontinuance of the Incentive Plans.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. The Company shall make those payments and provide those benefits specified in this section 8.A. in the event of a termination of the Executive’s employment after a Change in Control, if such termination is either (i) by the Company (a) during the Contract Term or the term of Executive’s One-Year Employment Agreement or (b) by giving notice under section 1.A., above, or under the Executive’s One-Year Employment Agreement, that it does not wish to extend the Expiration Date, in either case other than for Cause, or (ii) by the Executive for Good Reason. In such circumstances, then, in lieu of all other rights, remedies, damages and relief to which the Executive might otherwise be

entitled under this Agreement, the Company shall make those payments and provide those benefits enumerated below in this section 8.A.:

Severance. A lump-sum payment in an amount equal to three times the sum of the following components (a), (b), and (c): (a) the Executive’s annual base compensation in effect on the Termination Date; (b) the Executive’s Annual Bonus in effect on the Termination Date; and (c) the Executive’s Long-Term Incentive Plan Payment. For purposes hereof, “Annual Bonus” shall mean an amount calculated by multiplying (i) the annual rate of base compensation in effect for the Executive immediately prior to the Termination Date by (ii) the greater of (d) the average of the Executive’s annual awards under the Annual Incentive Compensation Plan paid (or, if applicable, accrued but not yet paid) in respect of the two calendar years immediately preceding the year of the Termination Date, or during such shorter period as the Executive shall have been employed by the Company, in either case expressed as a percentage of the annual base compensation paid to the Executive for the calendar year for which the bonus was paid (or accrued) or (e) the Executive’s target percentage incentive for the year of the Termination Date under the Annual Incentive Compensation Plan. For purposes hereof, “Long-Term Incentive Plan Payment” shall mean the greater of (f) the average of the dollar amount of the payments made to Executive under the Long Term Incentive Plan for each of the previous two years or, if the Executive has received only one previous award, then the amount of that award or (g) the target amount per unit under the Long Term Incentive Plan times one-third of the number of units

outstanding for the Executive’s account as of the Termination Date. The amount payable under this section 8.A.i. shall be reduced by any severance payments made to the Executive under any other employment contract or severance arrangement with the Company.

an amount in respect of the annual incentive compensation that would have been earned in respect of the partial year of service in which such Termination Date occurs, in an amount calculated by multiplying (i) the rate of annual base compensation in effect for the Executive immediately prior to the Termination Date by (ii) the greater of (a) the average of the annual awards under the Annual Incentive Compensation Plan payable in respect of the two calendar years immediately preceding the year for which payment is made, or during such shorter period as the Executive shall have been employed by the Company, with each such award expressed as a percentage of the annual base compensation paid to the Executive for the respective calendar years for which such bonus was paid, or (b) the Executive’s target percentage incentive for the year of the

Termination Date under the Annual Incentive Compensation Plan, with the result multiplied by (iii) a fraction, the numerator of which is the number of days in the calendar year through the Termination Date, and the denominator of which is 365.

the Earned Value of each such unit. The “Earned Value” shall be determined by dividing the GAAP income for completed years in the uncompleted three-year cycle by the income targets previously set for such completed years, and then applying the same ratio to the income target for the entire three-year cycle (it being conclusively assumed, for purposes of this calculation, that the actual GAAP income

performance over the three-year cycle would have born the same relationship to the three-year income target as the GAAP income performance for completed plans years actually bore to the income targets for those years); the resulting Earned Unit value shall not be adjusted for any relative performance criterion (or in any other way).

Stock Options and Restricted Stock. Upon termination of the Executive’s employment under the circumstances set forth in this section 8.A., any otherwise unvested options on Company stock awarded to the Executive shall immediately become vested and exercisable, any otherwise unvested restricted stock awarded to the Executive under the Restricted Stock Option Plan shall immediately vest, and any restrictions on restricted stock awarded to the Executive under the Restricted Stock Ownership Plan shall immediately lapse, if and only if such accelerated vesting and exercisability and such lapsing of restrictions would not violate any order, law, regulation or other legal requirement, including but not limited to Section 7312(w) of the New York Insurance Law or the Plan of Reorganization adopted on August 14, 1998, as amended and adopted on September 9, 1998. If such accelerated vesting and exercisability, or such lapsing of restrictions, would violate any such order, law, regulation or other legal requirement, then, upon such termination of the Executive’s employment, the Company shall pay to the Executive an amount

in cash equal to (a) the amount by which the closing price on the New York Stock Exchange, on the last trading day before the Change of Control, exceeds the exercise price under the options, times the number of otherwise unvested options held by the Executive, and (b) an amount equal to such trading price times the number of restricted shares held by the Executive; whereupon, such, options and shares shall immediately be canceled.

subject to generally applicable Plan limitations, the Company’s contributions for the Executive for the remainder of the Contract Term under the Investment Plan Supplement were to be, as Company Matching Contributions, at an annual percentage rate of compensation

equal to the average percentage contribution for the Executive for the three full calendar years preceding the Termination Date, but with no other contributions on behalf of the Executive;

(iii) and (iv) below minus the aggregate present value (calculated using the discount rate described in section 10) of the benefits actually payable to the Executive under the Retirement Income Security Plan and Investment Plan Supplement:

Election. In lieu of the lump-sum payment provided by this section 8.A.v., the Executive may elect payment as of the Termination Date of any amounts payable under this Section in any of the forms available under the Excess Benefit Plan provided such election is irrevocably made as of the

Agreement Date. The Executive’s election is set forth on Exhibit I hereto (which is, in all respects, incorporated into and made a part of this Agreement).

Retiree Medical Benefits. If the Executive would have become eligible for retiree medical coverage during the Contract Term (but is not eligible for such coverage on his Termination Date), an amount equal to the costs that would have been incurred by the Company for retiree medical benefit coverage for the life of the Executive, determined as if he retired at the end of the Contract Term and based on the level of

retiree medical benefits that would have been available to the Executive had he been eligible for such coverage immediately prior to the Termination Date with the Company’s assumed costs for such coverage to be determined in the manner specified in (i) above using the mortality assumption described in Section 10;

Voluntary Group Life Insurance and Optional Survivors’ Insurance – the Executive shall continue to be eligible to participate in these plans as in effect for the Executive immediately prior to the Termination

Date, or a comparable plan or plans, by making voluntary contributions at the levels applicable under the terms of such plans.

provided for in Sections 5.A., C. and D. of this Agreement for the Period of Employment. Payment shall be without prejudice to any other payments due in respect of the Executive’s death or Disability.

the same period because of disability under any disability benefit plan of the Company (including but not limited to RISPE disability benefits) providing salary continuation.

subject the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive (a) an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; and (b) an amount such that, after providing for all federal, state and local taxes payable by the Executive as a result of the payment provided for in this clause 9.A.i.(b) (including, without limitation, any resulting additional excise tax on Excess Parachute Payments), the Executive retains an amount equal to the product of (i) any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income multiplied by (ii) the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9.B. and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has

occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for Executive’s benefit.

Interest Assumptions. Determinations of any present values under this Agreement and of any present values relating to this Agreement shall be based upon a discount rate equal to 120 percent of the applicable mid-term Federal rate (determined under section 1274(d) of the Code), compounded semiannually.

Unless otherwise elected by the Executive on Exhibit I hereto, the Executive shall be deemed to have elected that such discount rate be determined based on such applicable Federal rate as in effect on the Agreement Date. The Company hereby agrees to use of the discount rate that is elected or deemed to be elected by the Executive.

Legal Expenses. In the event of any litigation, arbitration or other proceeding between the Company and the Executive with respect to the subject matter of this Agreement or the enforcement of the Executive’s rights hereunder, the Company shall reimburse the Executive, regardless of the outcome, for all of his reasonable costs and expenses relating to such litigation, arbitration or other proceeding,

including without limitation, reasonable attorneys’ fees and expenses. In no event shall the Executive be required to reimburse the Company for any of the costs or expenses relating to such litigation, arbitration or other proceeding.

To the Company:

MONY Life Insurance Company

1740 Broadway

New York, New York 10019

Attention: General Counsel

To the Executive

MONY Life Insurance Company

1740 Broadway

New York, New York 10019

Enforceability. If this Agreement or any provision hereof shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the corresponding provision or provisions of the First Amended and Restated Change

in Control Agreement shall be in full force and effect with respect to the matters described in such invalid or unenforceable provision of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

Company and Successors. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company including, without limitation, any corporation acquiring directly or indirectly all or substantially all of the assets of the Company, whether by merger, consolidation, reinsurance, sale

or otherwise (and such successor shall thereafter be deemed “the Company”). For the purposes of clarification, the “Company” shall include MONY Life Insurance Company.