Exhibit 10.2
SERVICES AGREEMENT BETWEEN AXA EQUITABLE LIFE INSURANCE
COMPANY AND MONY LIFE INSURANCE COMPANY
OF AMERICA
Agreement made as of the 1st day of February, 2005 (the
"Agreement") between AXA EQUITABLE LIFE INSURANCE COMPANY, a New York stock life
insurance company ("AXA Equitable") and MONY LIFE INSURANCE COMPANY OF AMERICA,
an Arizona stock life insurance company ("MONY Life America").
WHEREAS, both AXA Equitable and MONY Life America are indirect
wholly-owned subsidiaries of AXA Financial, Inc., a Delaware corporation,
WHEREAS, MONY Life America desires to utilize AXA Equitable
personnel, property and services in carrying out its management, administrative
and other functions and AXA Equitable is willing to furnish the same on the
terms and conditions hereinafter set forth; and
WHEREAS, AXA Equitable and MONY Life America desire to be
reimbursed for their respective costs and expenses incurred in rendering such
services;
NOW, THEREFORE, the parties do hereby agree as follows:
1. AXA Equitable from time to time may provide, as available, to MONY
Life America the personnel, property and services reasonably necessary to
perform its management, administrative and other functions. The services to be
furnished may include, without limitation, management, corporate finance,
strategic planning, administration, office and general supplies, financial and
cash management, printing, actuarial, accounting, tax, auditing, legal and
regulatory, human resources, corporate and financial communications, public
relations, advertising, marketing, risk management, product design and
development, underwriting, claims processing, policyholder services, technology,
data processing and corporate secretarial services. AXA Equitable services
provided hereunder shall not include any services provided to MONY Life America
by AXA Equitable pursuant to separate agreements.
2. With respect to any underwriting functions, claims processing and
policyholder services that are performed for or provided to MONY Life America by
AXA Equitable pursuant to this Agreement:
a. it is understood that AXA Equitable shall perform such
services in accordance with underwriting and claims processing guidelines and
procedures established by MONY Life America from time to time and communicated
in writing to AXA Equitable by MONY Life America; (ii) and MONY Life America
shall retain all final underwriting and claims processing authority.
b. final decisions will be based upon guidelines and
procedures established and approved by MONY Life America from time to time and
communicated in writing to AXA Equitable by MONY Life America and (ii) MONY Life
America retains final approval authority on all claim payments. Payment of
claims shall be made using MONY Life America checks. In performing claim
services for MONY Life America pursuant to this agreement AXA Equitable shall
obtain and maintain all necessary licenses and permits required in order to
comply with applicable laws and regulations.
c. In providing services with respect to this Agreement, AXA
Equitable agrees that any and all personal contact or communication, both oral
and written, with MONY Life America's policyholders, insureds, beneficiaries and
applicants will be done in the name of and on behalf of MONY Life America. AXA
Equitable agrees to use MONY Life America's letterhead for all such written
communications. AXA Equitable further agrees that if any of its employees who
have direct contact with MONY Life America policyholders, insureds beneficiaries
or applicants perform such services from a location outside the State of New
York, a toll free telephone number shall be available for use by such
policyholders, insureds, beneficiaries and applicants.
d. AXA Equitable shall implement and maintain appropriate
measures designed to meet the objectives of Department Regulation No. 173, with
respect to safeguarding MONY Life America's customer information and customer
information systems. AXA Equitable shall adjust its information security program
at the request of MONY Life America for any relevant changes dictated by MONY
Life America's assessment of risk around its customer information and customer
information systems. Confirming evidence that AXA Equitable has satisfied its
obligations under this agreement shall be made available, during normal business
hours, for inspection by MONY Life America, anyone authorized by MONY Life
America and any governmental agency that has regulatory authority over MONY Life
America's business activities.
e. With regard to the collection of premiums, deposits and
other remittances from policyholders (including payment of principal or interest
on policy loans), AXA Equitable shall act in a fiduciary capacity with respect
to such payments, hold such payments for the benefit of MONY Life America, and
after the required processing of such payments, will immediately deposit such
payments in one or more bank accounts established in the name of MONY Life
America and subject to the control of officers of MONY Life America.
3. MONY Life America shall pay the actual costs (direct and indirect)
and expenses incurred by AXA Equitable in furnishing personnel, property and
services pursuant to this Agreement. Such actual costs and expenses shall
include all direct and indirect expenditures related to the furnishing of such
personnel, property and services, including related wages, office space and
overhead, as appropriate. In determining the basis for the apportionment of
costs and expenses, specific identification or estimates based on time, square
footage or any other mutually agreeable method providing for a fair and
reasonable allocation of costs and expenses may be used provided such method is
in conformity with generally accepted accounting principles and with the
requirements of Section 1505(a) of the New York Insurance Law and New York
Insurance Department Regulation No. 33. The charge to MONY Life America for such
apportioned expenses shall be at cost as described in this Section 2.4. Within
45 days after the end of each calendar quarter, and more often if desired, AXA
Equitable shall submit to MONY Life America a statement of apportioned expenses
showing the basis for the apportionment of each item. Settlement, which shall be
on a cost basis, shall be made within 45 days thereafter. The statement of
apportioned expenses shall set forth in reasonable detail the nature of the
costs and expenses being apportioned and other relevant information to support
the charges.
5. AXA Equitable and MONY Life America or any governmental agency
having jurisdiction over either or both of the companies at the companies'
expense, shall each have the right to conduct an audit of the other's books,
records and accounts with respect to services provided hereunder, giving
reasonable notice of its intent to conduct such an audit. In the event of such
an audit, each shall give to the other reasonable cooperation and access to all
books, records and accounts necessary to the audit.
6. AXA Equitable and MONY Life America shall be and remain sole owner
of their respective records, including but not limited to business and corporate
records, regardless of the use or possession by either of the other's records.
AXA Equitable and MONY Life America shall each individually maintain separate
books, accounts and records in respect to personnel, property and services
provided under this Agreement and shall cooperate and use reasonable efforts to
prepare and/or obtain in a timely fashion any and all books, accounts, records
or other documentation as may be necessary or desirable in connection with this
Agreement and/or the personnel, property or services provided hereunder. All
records shall be maintained in accordance with applicable law and regulation,
including but not limited to, New York Insurance Department Regulation No. 152.
7. The books, accounts and records of AXA Equitable and MONY Life
America as to all transactions between them under this Agreement shall be
maintained so as to clearly and accurately disclose the nature and details of
the transactions, including such accounting information as is necessary to
support the reasonableness of the charges under this Agreement. The companies
shall keep such books, records and accounts insofar as they pertain to the
computation of charges hereunder available for audit, inspection and copying by
the companies and persons authorized by it or any governmental agency having
jurisdiction over either or both of the companies during all reasonable business
hours.
8. Should an irreconcilable difference of opinion between AXA Equitable
and MONY Life America arise as to the interpretation of any matter respecting
this Agreement, it is hereby mutually agreed that such differences shall be
submitted to arbitration as the sole remedy available to the parties. Such
arbitration shall be by three arbitrators in accordance with the rules of the
American Arbitration Association, such arbitrators shall have extensive
experience in the insurance industry, and the arbitration shall take place in
New York, New York. Each party shall bear its own expense in connection with the
arbitration, and the fees and expenses of the arbitrators and any other expenses
of the arbitration shall be shared equally by the parties.
9. The term of this Agreement shall commence as of the effective date
of this Agreement and continue until terminated by either AXA Equitable or MONY
Life America on not less than 60 days prior written notice to the other or by an
agreement in writing signed by both parties specifying the effective date of
termination.
10. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York, except as otherwise specifically
provided herein.
11. No assignment of this Agreement shall be made by either AXA
Equitable or MONY Life America without the prior written consent of the other.
No assignment shall take effect unless it has first been submitted to the
Arizona and New York Insurance Departments and not disapproved by either
Department.
12. Subject to Section 11 above, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties hereto.
AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman & Chief Financial
Officer
MONY LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President, Chief
Investment Officer &
Treasurer
189453
