FINANCIAL GUARANTY INSURANCE POLICY

                               FOR SWAP AGREEMENT

                    (for use with ISDA Master Agreement Form)



Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

(212) 668-0340

Policy No. SWLP0147BE                             Effective Date: April 30, 2002



          Ambac Assurance Corporation ("Ambac"), in consideration of the

payment of the premium, the receipt of which is hereby acknowledged, and subject

to the terms of this Policy, hereby unconditionally and irrevocably guarantees:



          (i)  the full and complete payment when due of (a) any and all amounts

which would be "Due for Payment" (as defined below) by or on behalf of Ambac

Financial Services, L.P. ("Party A") to MONY Holdings, LLC, or its successors or

permitted assigns ("Party B") under the ISDA Master Agreement, dated as of April

30, 2002, including the Schedule thereto, and all Transactions (as defined

therein) thereunder (collectively, and as amended from time to time, the

"Agreement") by and between Party A and Party B following the delivery by Party

B to Party A and Ambac of a termination notice in the form attached hereto as

Attachment 1 (a "Swap Termination Notice") with respect to any Transaction under

the Agreement, subject to Section 4 hereof (unless Party A's rights and

obligations in and under the Agreement have been transferred pursuant to the

Agreement to an affiliate of Party A subject to a financial guaranty insurance

policy issued by Ambac guaranteeing such affiliate's obligations in the same

scope, manner and tenor as this Policy) as such payments would be Due for

Payment (as defined below) if the Agreement had not been terminated ("Continuing

Payment Amounts"); and (b) any and all amounts due to Party B upon the early

termination of this Policy pursuant to Section 5 or 6 of this Policy; and



          (ii) if any Insurer Event of Default or any Insurer Termination Event

shall occur and be continuing on the Early Termination Date specified in the

Swap Termination Notice, the full and complete payment when due of any and all

amounts due by Party A to Party B (x) as a result of the early termination of

the Agreement or (y) in respect of a final payment under the Agreement which has

not been made by Party A and for which a Demand for Payment in the form attached

hereto as Attachment 2 (the "Demand for Payment") has been presented to Ambac in

accordance with the terms of this Policy.



          As used herein, the term "Due for Payment" refers to the amounts that

would be required to be paid by Party A on each Scheduled Payment Date, in

accordance with the terms of the Agreement, if an Early Termination Date had not

occurred under the Agreement. Subject to Section 4 of this Policy, if a Swap

Termination Notice is delivered to Party A and Ambac pursuant to the Agreement,

Ambac will continue to make the payments that were regularly scheduled under the

Agreement, subject to the terms and conditions of the Agreement (including the

payment by Party B to Ambac of payments that were regularly scheduled under the

Agreement), as if Ambac were Party A, unless and until a subsequent Early

Termination Date



<PAGE>



occurs or is designated by Ambac or Party B with respect to the Transactions

under this Policy. If an Early Termination Date occurs or is designated with

respect to this Policy, Ambac will pay to Party B the amount, if any, due to

Party B as a result of the occurrence or designation of such Early Termination

Date.



          1. On the day that is: (i) one (1) Business Day after receipt by Ambac

of a Demand for Payment, duly executed by Party B; (ii) (in the case of

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