Amendment No. 3 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. AXA Equitable Life Insurance Company AXA Advisers LLC AXA Distributors LLC

Amendment No. 3 to Participation Agreement

Franklin Xxxxxxxxx Variable Insurance Products Trust

Franklin/Xxxxxxxxx Distributors, Inc.

AXA Equitable Life Insurance Company

AXA Advisers LLC

AXA Distributors LLC

Franklin Xxxxxxxxx Variable Insurance Products Trust (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), AXA Equitable Life Insurance Company (the “Company” or “you”), and AXA Advisers LLC and AXA Distributors LLC, your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated July 1, 2005 and subsequently amended June 5, 2007 and November 1, 2009 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Schedules B and C of the Agreement are deleted and replaced in their entirety with the Schedules B and C attached hereto, respectively.

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

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2010.

The Trust:						FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
		Only on behalf of each Portfolio listed on Schedule C of the Agreement.				By:
						Name: Title:		Xxxxx X. Xxxxxxxx Vice President

The Underwriter:						FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
						By:
						Name: Title:		Xxxxxx Xxxxxx Senior Vice President
The Company:						AXA EQUITABLE LIFE INSURANCE COMPANY
						By:
						Name: Title:		Xxxxxx X. Xxxxx Senior Vice President
Distributors for the Company:						AXA ADVISORS LLC
						By:
						Name: Title:		Xxxxxxxxx Xxxxx President AXA Advisors, LLC
						AXA DISTRIBUTORS LLC
						By:
						Name: Title:

2

Schedule B

Accounts of the Company

Name of Account		SEC Registration Yes/No
Separate Account No. 49		Yes
Separate Account No. 65		No
Separate Account A		Yes
Separate Account FP		Yes
Separate Account I		Yes
Separate Account No. 45		Yes
Separate Account No. 66		Yes
Separate Account No. 206		Yes
Separate Account No. 301		Yes

3

Schedule C

Available Portfolios and Classes of Shares of the Trust

1. Franklin Income Securities Fund—Class 2

2. Franklin Rising Dividend Securities Fund—Class 2

3. Franklin Small Cap Value Securities Fund—Class 2

4. Franklin Strategic Income Securities Fund—Class 2

5. Franklin Xxxxxxxxx VIP Founding Funds Allocation Fund—Class 2

6. Franklin Zero Coupon Fund—2010—Class 2

7. Mutual Shares Securities Fund—Class 2

8. Xxxxxxxxx Developing Markets Securities Fund—Class 2

9. Xxxxxxxxx Foreign Securities Fund—Class 2

10. Xxxxxxxxx Global Bond Securities Fund—Class 2

11. Xxxxxxxxx Growth Securities Fund—Class 2

In addition to Portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:

(l) the General Counsel of Franklin Xxxxxxxxx Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) (“Notice”) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Accounts under the Contracts; and (ii) the date that you propose to begin offering Account interests investing in the additional Portfolios under the Contracts; and

(2) we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Accounts investing in the additional Portfolios and classes of shares under the Contracts.

Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.

4

FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT

To: General Counsel c/o

Xxxxx Xxx (Xxxx@xxx.xxx;) or Xxxxx Xxxxxxxx (xxxxxxx@xxx.xxx)

Fax: 000 000-0000

Franklin Xxxxxxxxx Investments

0 Xxxxxxxx Xxxxxxx,

Xxxx. 000, 0xx Xxxxx

Xxx Xxxxx, XX 00000

With respect to the following agreement(s) (collectively, the “Agreement”) (please reproduce and complete table for multiple agreements):

Date of Participation Agreement:

Insurance Company(ies):

Insurance Company Distributor(s):

As provided by Schedule C of the Agreement, this Notice proposes to Franklin Xxxxxxxxx Variable Insurance Products Trust, and Franklin/Xxxxxxxxx Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:

    Names and Classes of Shares of Additional Portfolios     Listing of current classes for your reference:                 Class 1 (no 12b-1 fee);                 Class 2 (12b-1 fee of 25 bps); or                 Class 4 (12b-1 fee of 35 bps).                  Offering Date(s)                

    Name and title of authorized person of insurance company:

    Contact Information:

5