Agreement among MONY Life Insurance Co., AXA Financial, Inc. and Michael I. Roth



 Exhibit 10.1 
  
 This Agreement is dated September 17, 2003 and is between MONY LIFE INSURANCE COMPANY, a New York corporation (the
“Company”), and Michael I. Roth (the “Executive”). 
  

	1.	Limitation of Benefits. The Executive agrees that the aggregate total amount of any “CIC Payments” (as defined below) that the Executive (or his estate or
beneficiary or other person claiming by or through the Executive) may be entitled to receive in connection with the proposed acquisition of the Company by AXA Financial, Inc. (the “Proposed Merger”) shall not exceed the amounts set forth
in: (i) Column A if the Proposed Merger occurs on or prior to December 31, 2003 or (ii) Column B if the date of the Proposed Merger occurs after December 31, 2003 and on or prior to March 31, 2004; provided that the amounts in Column A and Column B
shall be prorated with respect to payments of annual and long-term incentive compensation, and; further provided that, in either case, the Executive’s employment is terminated within thirty days following the Proposed Merger. In the event that
the Proposed Merger occurs following March 31, 2004, the CIC Payments shall be limited to the amounts set forth in Column B; provided that such amounts shall be deemed to be adjusted automatically, without any further action on the part of the
parties hereto, to reflect change in entitlements under Section 8 of the CIC Agreements relating only to pro rata payments of annual and long-term incentive compensation and calculation of retirement benefits, and the Executive’s employment is
terminated within thirty days following the Proposed Merger. For avoidance of doubt, the foregoing shall not be deemed to limit the amount of any Gross-Up Payment under Section 9 of the Third Amended and Restated Change in Control Agreement, dated
as of July 30, 2003, between the Company and the Executive (the “CIC Agreement”) or the rights of the Executive with respect thereto. 

  

	2.	CIC Payments. For purposes hereof, “CIC Payments” shall mean any payments and the value of benefits to which the Executive (or his representative) becomes entitled
(i) under Section 8 of the CIC Agreements, (ii) pursuant to the actions taken by resolution of the Compensation Committee of the Company’s Board of Directors on September 9, 2003, (iii) pursuant to any other right as to which a “Cash
Value” is set forth in the attached Annexes A and B (the “E&Y Calculations”) and (iv) any other payment that would be considered an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder. 

  

	3.	Determination of Amounts. For purposes of applying the limitations of paragraph 1 hereof, the amounts of payments and the value of benefits shall be determined by Ernst &
Young LLP on a basis consistent with the methodology and assumptions used in the E&Y Calculations. 









	4.	Termination. This Agreement shall be terminated and be of no further force or effect if the Agreement and Plan of Merger among AXA Financial, Inc., MONY Acquisition Co. and
The MONY Group Inc. that is being executed and delivered concurrently herewith (the “Merger Agreement”) is not entered into or is terminated in accordance with the its terms. 

  

	5.	Acknowledgements. The Executive acknowledges that this Agreement was sought at the request of AXA Financial, Inc., a Delaware corporation, in connection with the transactions
contemplated by the Merger Agreement, and that AXA Financial, Inc. relied upon the Company obtaining this Agreement in connection with AXA Financial, Inc.’s decision to acquire the Company. The Executive further acknowledges that the
consideration that the Executive will receive under the CIC Payments, taking into account the limitation on the amounts payable as provided in this Agreement, is sufficient for Executive to agree to such limitation. 

  

	6.	Governing Law, etc. This Agreement shall be governed in all respects by the laws of the State of New York. Any dispute or controversy arising from or relating to this
Agreement shall be resolved under the CIC Agreement, including, without limitation, Section 13.B of the CIC Agreement with respect to the payment of the Executive’s legal fees. Except as may be modified hereby, the CIC Agreements and the
arrangements providing for CIC Payments shall remain in full force and effect. 

  

	7.	Confidentiality. The parties and AXA Financial, Inc. will treat the terms of this Agreement as confidential. Notwithstanding the preceding sentence, both parties and AXA
Financial, Inc. (and each employee, representative, or other agent thereof) have been and are permitted to disclose to any and all persons, without limitation of any kind, the United States federal tax treatment and structure of the transaction
contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the parties or AXA Financial, Inc. relating to such tax treatment and structure. Each party and AXA Financial,
Inc. acknowledge that they have no proprietary or exclusive rights to the tax structure of the transaction. The preceding two sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under
conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code and shall be construed in a manner consistent with such
purpose. 

  

 2 








 IN WITNESS WHEREOF, the Company and the Executive have duly executed this Agreement as of the date first
above written. 
  

	 EXECUTIVE

	
	 /s/ Michael I. Roth


	 Michael I. Roth

	
	 MONY LIFE INSURANCE COMPANY

		
	 By:
	 	 /s/ Bart Schwartz


	 	 	 Bart Schwartz

	 	 	 General Counsel

	
	 AXA FINANCIAL, INC

	
	 
		
	 By:
	 	 /s/ Christopher M. Condron


	 	 	 Christopher M. Condron

	 	 	 President and Chief Executive Officer



  

 3 








 MONY BASE CASE 
  
 CALCULATION DATE: SEPTEMBER 11, 2003 
 OVERALL SUMMARY OF BENEFITS

 PURCHASE PRICE = $31.00 
  

	 Michael Roth

	  	Column A

	  	Column B


	 Change in Control/Termination Date

	  	December 31, 2003

	  	March 31, 2004


	 Severance
	  	4,481,250	  	 	4,481,250
	 Pro Rata Bonus
	  	—  	  	 	350,410
	 Acceleration of Options
	  	990,000	  	 	990,000
	 Acceleration of Restricted Stock Awards
	  	3,612,120	  	 	3,612,120
	 SERP Payment
	  	6,592,867	  	 	6,592,867
	 NQIP Company Match
	  	170,991	  	 	170,991
	 Split-Dollar Life Insurance
	  	94,296	  	 	94,296
	 Health & Welfare
	  	88,225	  	 	88,225
	 Outplacement Services
	  	11,000	  	 	11,000
	 2001 LTPP Payout
	  	1,700,000	  	 	1,700,000
	 2002, 2003 LTPP Payouts
	  	2,720,000	  	 	3,150,000
	 2003 Bonus
	  	1,425,000	  	 	1,425,000
	 	  	
	  	
	

	 Grand Total
	  	21,885,749	  	$	22,666,159

  

 Page 1 of 1