AMENDMENT NO. 3 PARTICIPATION AGREEMENT

AMENDMENT NO. 3

PARTICIPATION AGREEMENT

     Amendment No. 3 to the Participation Agreement, (the “Agreement”), dated July 1, 2005, by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), Invesco Aim 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”).

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds will be renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds).

     WHEREAS, effective April 30, 2010, Invesco Aim Distributors, Inc. will be renamed Invesco Distributors, Inc.

     The Parties hereby agree to amend the Agreement as follows:

     1. All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);

     2. All references to Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.

     3. Schedules A of the Agreement are hereby deleted in their entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

ACCOUNTS UTILIZING THE FUNDS

ALL ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE ACCOUNTS

ALL CONTRACTS FUNDED BY THE ACCOUNTS

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

Effective date: April 30, 2010.

						AIM VARIABLE INSURANCE FUNDS
						(INVESCO 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 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/ Xxxxxx X. Xxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxx X. Xxxxx
Title:		Vice President				Title:		Senior Vice President
						AXA ADVISORS, LLC
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxxxxx Xxxxx
Title:		Vice President				Title:		Senior Vice President
						AXA DISTRIBUTORS, LLC
Attest:		/s/ Xxxxxxx Xxxxxxx				By:		/s/Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxx X. Xxxxxxx
Title:		Vice President				Title:		Executive Vice President

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