AMENDMENT NO. 1 PARTICIPATION AGREEMENT

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

     The Participation Agreement, (the “Agreement”), dated July 1, 2005, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), AXA Equitable Life Insurance Company, a New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and AXA Advisors, LLC and AXA Distributors LLC, each an affiliate of LIFE COMPANY and the principal underwriters of the contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. All references to A I M Distributors, Inc. will hereby be deleted and replaced with Invesco Aim Distributors, Inc.; and

     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

Series I and II shares

AIM V.I. Basic Balanced Fund		AIM V.I. High Yield Fund
AIM V.I. Basic Value Fund		AIM V.I. International Growth Fund
AIM V.I. Capital Appreciation Fund		AIM V.I. Large Cap Growth Fund
AIM V.I. Capital Development Fund		AIM V.I. Leisure Fund
AIM V.I. Core Equity Fund		AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Diversified Income Fund		AIM V.I. Money Market Fund
AIM V.I. Dynamics Fund		AIM V.I. PowerShares ETF Allocation Fund
AIM V.I. Financial Services Fund		AIM V.I. Small Cap Equity Fund
AIM V.I. Global Health Care Fund		AIM V.I. Technology Fund
AIM V.I. Global Real Estate Fund		AIM V.I. Utilities Fund
AIM V.I. Government Securities Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

Separate Account No. 65
Separate Account No. 49

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Retirement Strategies
Retirement Cornerstone Series

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All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: October 16, 2009.

						AIM VARIABLE INSURANCE FUNDS
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		Assistant Secretary				Title:		Senior Vice President

						INVESCO AIM DISTRIBUTORS, INC.
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxxxx
Title:		Assistant Secretary				Title:		President
						AXA EQUITABLE LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxxx X. Xxxxx
Title:		Vice President				Title:		Senior Vice President
						AXA ADVISORS, LLC
Attest:		/s/ Xxxxx X. Koating				By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxx X. Koating				Name:		Xxxxxxxxx Xxxxx
Title:		Vice President				Title:		President
						AXA DISTRIBUTORS, LLC
Attest:		/s/ Xxxxxxx X. Xxxxx				By:		/s/ Xxxxx Xxxxxxxxxxx
Name:		Xxxxxxx X. Xxxxx				Name:		Xxxxx Xxxxxxxxxxx
Title:		Senior Vice President				Title:		Executive Vice President

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