Pricing Agreement for 7.45% Senior Notes Due 2005 between The MONY Group Inc. and Underwriters

Summary

The MONY Group Inc. has entered into an agreement with several underwriters, including Credit Suisse First Boston Corporation, Chase Securities Inc., Goldman, Sachs & Co., and others, to issue and sell $275 million in 7.45% Senior Notes due December 15, 2005. The underwriters agree to purchase the notes at a specified price and resell them to the public. The agreement outlines the terms of the sale, including interest rate, maturity, payment dates, and redemption provisions. The transaction is governed by an existing underwriting agreement and related indentures.

EX-1.2 2 y43426ex1-2.txt PRICING AGREEMENT 1 EXHIBIT 1.2 EXECUTION COPY December 7, 2000 Credit Suisse First Boston Corporation Chase Securities Inc. Goldman, Sachs & Co. Salomon Smith Barney, Inc. Advest, Inc. Fleet Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Credit Suisse First Boston Corporation 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: The MONY Group Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 3, 2000 (the "Underwriting Agreement"), of the Company to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. 2 An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, The MONY Group Inc. By: Richard Daddario /s/ Richard Daddario -------------------------------- Name: Richard Daddario Title: Executive Vice President and Chief Financial Officer 3 Accepted as of the date hereof: Credit Suisse First Boston Corporation Chase Securities Inc. Goldman, Sachs & Co. Salomon Smith Barney, Inc. Advest, Inc. Fleet Securities, Inc. Credit Suisse First Boston Corporation By: /s/ Thomas D. Stoddard --------------------------------- Name: Thomas D. Stoddard Title: Managing Director 4 SCHEDULE I

5 SCHEDULE II TITLE OF DESIGNATED SECURITIES: 7.45% Senior Notes due December 15, 2005 AGGREGATE PRINCIPAL AMOUNT: $275,000,000 PRICE TO PUBLIC: 99.884% of the principal amount of the Designated Securities, plus accrued interest, if any. PURCHASE PRICE BY UNDERWRITERS: 99.284% of the principal amount of the Designated Securities, plus accrued interest, if any. FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT: Federal (same day) funds OF PURCHASE PRICE TIME OF DELIVERY: 10:00 a.m. (New York City time), December 12, 2000 INDENTURE: Amended and Restated Indenture dated as of February 15, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the "Amended and Restated Indenture"), as supplemented by the First Supplemental Indenture dated March 8, 2000 (the "First Supplemental Indenture") and the Second Supplemental Indenture dated December 12, 2000 (the "Second Supplemental Indenture" and together with the First Supplemental Indenture and Amended and Restated Indenture, the "Indenture") between the Company and the Trustee. MATURITY: December 15, 2005

6 INTEREST RATE: 7.45% INTEREST PAYMENT DATES: June 15 and December 15, commencing June 15, 2001 REDEMPTION PROVISIONS: The Designated Securities may be redeemed in whole or in part at the option of the Company, as described in the Second Supplemental Indenture. SINKING FUND PROVISIONS: No sinking fund provisions. DEFEASANCE PROVISIONS: The defeasance and covenant defeasance provisions of the Indenture will apply to the Designated Securities. CLOSING LOCATION FOR DELIVERY: LeBoeuf, Lamb, Greene & MacRae, L.L.P. OF DESIGNATED SECURITIES 125 West 55th Street New York, New York 10019 NAME AND ADDRESS: Designated Representative: OF DESIGNATED REPRESENTATIVE Credit Suisse First Boston Corporation Address for Notices, etc: c/o Credit Suisse First Boston Corporation 277 Park Avenue New York, New York 10172 Attention: Joseph D. Fashano Transaction Advisory Group

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