FORM] OF AMENDMENT NO. 2 AMENDED AND RESTATED PARTICIPATION AGREEMENT

Exhibit (h)(4)(ii)

[FORM] OF AMENDMENT NO. 2

AMENDED AND RESTATED PARTICIPATION AGREEMENT

Amendment No. 2, dated as of [            , 2014] (“Amendment No. 2”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among AXA Premier VIP Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

The Parties hereby agree to modify and amend the Agreement as follows:

1. Name Changes. Effective [            , 2014], the following Portfolio’s names shall be changed as follows:

Current Name		New Name
Multimanager Multi-Sector Bond Portfolio		CharterSM Multi-Sector Bond Portfolio
Multimanager Small Cap Growth Portfolio		CharterSM Small Cap Growth Portfolio
Multimanager Small Cap Value Portfolio		CharterSM Small Cap Value Portfolio

2. Schedule B. Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule B 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. 2 as of the date first above set forth.

AXA PREMIER VIP TRUST						AXA EQUITABLE LIFE INSURANCE COMPANY
By:						By:
Name:		Xxxxx Xxxxx				Name:		Xxxxxx X. Xxxxx
Title:		Chief Financial Officer and Treasurer				Title:		Managing Director
AXA DISTRIBUTORS, LLC						AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC
By:						By:
Name:		Xxxxxxxx X. Xxxx				Name:		Xxxxxx X. Xxxxx
Title:		Chairman, President and Chief Executive Officer				Title:		Chairman, Chief Executive Officer, and President

SCHEDULE B

[FORM] OF AMENDMENT NO. 2

AMENDED AND RESTATED PARTICIPATION AGREEMENT

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager International Equity Portfolio

Multimanager Large Cap Core Equity Portfolio

Multimanager Large Cap Value Portfolio

Multimanager Mid Cap Growth Portfolio

Multimanager Mid Cap Value Portfolio

Multimanager Technology Portfolio

AXA Aggressive Allocation Portfolio

AXA Conservative Allocation Portfolio

AXA Conservative–Plus Allocation Portfolio

AXA Moderate Allocation Portfolio

AXA Moderate–Plus Allocation Portfolio

Charter^SM Fixed Income Portfolio

Charter^SM Conservative Portfolio

Charter^SM Moderate Portfolio

Charter^SM Moderate Growth Portfolio

Charter^SM Growth Portfolio

Charter^SM Aggressive Growth Portfolio

Charter^SM Equity Portfolio

Charter^SM International Conservative Portfolio

Charter^SM International Moderate Portfolio

Charter^SM International Growth Portfolio

Charter^SM Income Strategies Portfolio

Charter^SM Interest Rate Strategies Portfolio

Charter^SM Real Assets Portfolio

Charter^SM Alternative 100 Conservative Plus Portfolio

Charter^SM Alternative 100 Moderate Portfolio

Charter^SM Alternative 100 Growth Portfolio

Charter^SM Multi-Sector Bond Portfolio

Charter^SM Small Cap Growth Portfolio

Charter^SM Small Cap Value Portfolio

Target 2015 Allocation Portfolio

Target 2025 Allocation Portfolio

Target 2035 Allocation Portfolio

Target 2045 Allocation Portfolio