AMENDMENT NO. 2

PARTICIPATION AGREEMENT

Amendment No. 2, effective May 1, 2012 to The Participation Agreement, (the “Agreement”), dated October 16, 2009, as amended, among AXA Equitable Life Insurance Company, MONY Life Insurance Company, MONY Life Insurance Company of America, AllianceBernstein L.P. and AllianceBernstein Investments, Inc. (collectively, the “Parties”).

WHEREAS, the Parties wish to add Separate Account 70 to Schedule A of the Agreement;

The Parties hereby agree to amend the Agreement as follows:

1. Schedule A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached “Schedule A”.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 2 as of the date first above set forth.

ALLIANCEBERNSTEIN L.P.		ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:		By:
Name:	Emilie D. Wrapp	Name:	Stephen J. Laffey
Title:	Assistant Secretary	Title:	Assistant Vice President
AXA EQUITABLE LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts		MONY LIFE INSURANCE COMPANY OF AMERICA, on behalf of itself and its separate accounts
By:		By:
Name:	Steven M. Joenk	Name:	Steven M. Joenk
Title:	Senior Vice President President, AXA Equitable FMG	Title	Senior Vice President President,AXA Equitable FMG
MONY LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
By:
Name:	Steven M. Joenk
Title:	Senior Vice President President, AXA Equitable FMG

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SCHEDULE A

CONTRACTS

Name of Account—Contracts

A- All Contracts

FP- All Contracts

I- All Contracts

45- All Contracts

49- All Contracts

65- All Contracts

66- All Contracts

70- All Contracts

206- All Contracts

301-All Contracts

Legacy “S”- All Contracts

Legacy “L”- All Contracts

Legacy “A”- All Contracts

MONY UGVLVUL- All Contracts

MONY UGVL SVUL- All Contracts

MONY UGVA VA- All Contracts

Keynote- All Contracts

MLOA “L”- All Contracts

MLOA “A”- All Contracts

MLOA “P”- All Contracts

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