FORM OF AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(1)(xxiv)

FORM OF

AMENDMENT NO. 1

TO THE

INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT NO.1 to the Investment Management Agreement (“Amendment No.1”), dated as of [September XX, 2007] between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable”).

The Trust and AXA Equitable agree to modify and amend the Investment Management Agreement, dated as of May 1, 2007, between the Trust and AXA Equitable (the “Agreement”), as follows:

1. New Portfolios. The Trust hereby appoints AXA Equitable as investment manager of the [Income Portfolio], [Income and Growth Portfolio], [Balanced Portfolio], [Moderate Growth Portfolio] and [Aggressive Growth Portfolio] (each a “New Portfolio” and collectively, the “New Portfolios”), on the terms and condition set forth in the Agreement.

2. Duration of Agreement.

a. With respect to the EQ/Franklin Xxxxxxxxx Founding Strategy Portfolio specified in Appendix A to the Agreement, the Agreement will continue in effect until [July 31, 2008] and may be continued thereafter pursuant to subsection (c) below.

b. With respect to the New Portfolios specified in Amendment No. 1, the Agreement will continue in effect until [July 31, 2009] and may be continued thereafter pursuant to subsection (c) below.

c. With respect to the each Portfolio, the Agreement shall continue in effect annually after the date specified in subsection (a) or (b), as the case may be, only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the agreement or interested persons (as defined in the Investment Company Act of 1940, as amended (“1940 Act”) of any such party, and by either the Board of Trustees or a vote of a majority of the outstanding shares of the Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 0000 Xxx) of shares of such Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust.

3. Appendix A. Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA Equitable is appointed as the investment manager, is hereby replaced in its entirety by Appendix A attached hereto.

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

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first above set forth.

EQ ADVISORS TRUST						AXA EQUITABLE LIFE INSURANCE COMPANY
By:						By:
		Xxxxx Xxxxx						Xxxxxx X. Xxxxx
		Chief Financial Officer and Treasurer						Senior Vice President

APPENDIX A

TO THE

INVESTMENT MANAGEMENT AGREEMENT

Portfolios

Portfolio		Management Fee
EQ/Franklin Xxxxxxxxx Founding Strategy Portfolio		0.05% of the average daily net assets of the Portfolio.
[Income Portfolio] [Income and Growth Portfolio] [Balanced Portfolio] [Moderate Growth Portfolio] [Aggressive Growth Portfolio]		0.10% of the average daily net assets of each Portfolio.