SECOND AMENDMENT TO GENERAL AGENT SALES AGREEMENT

SECOND AMENDMENT

TO

GENERAL AGENT SALES AGREEMENT

SECOND AMENDMENT TO GENERAL AGENT SALES AGREEMENT dated as of January 1, 2004 by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (“Equitable”), a New York stock life insurance company, having offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and AXA NETWORK, LLC, a Delaware limited liability company having offices at 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 and the AXA Network subsidiaries executing this Agreement below (collectively, the “General Agent”).

Equitable and the General Agent hereby modify and amend the General Agent Sales Agreement dated as of January 1, 2000 between them, as previously amended (the “Sales Agreement”) to include Equitable Incentive Life COLI ’04 (Policy Form Number 03-400 or State Variation) as one of the Products which the General Agent is authorized to distribute pursuant to the Agreement and to establish the compensation due and payable by Equitable to the General Agent in connection with the sale and servicing of COLI ’04 as more particularly set forth in the Amended and Restated Schedules 1 of Exhibit A attached hereto and made a part hereof.

Except as modified and amended hereby, the Sales Agreement is in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to General Agent Sales Agreement to be duly executed and delivered as of the day and year first above written.

THE EQUITABLE LIFE ASSURANCE						AXA NETWORK, LLC
SOCIETY OF THE UNITED STATES						AXA NETWORK OF ALABAMA, LLC
						AXA NETWORK OF CONNECTICUT,
By:		/s/ Xxxxxxx X. Xxxxx				MAINE AND NEW YORK, LLC
		Xxxxxxx X. Xxxxx				AXA NETWORK INSURANCE
		Vice Chairman and				AGENCY OF MASSACHUSETTS, LLC
		Chief Financial Officer				AXA NETWORK OF PUERTO RICO, INC.
						AXA NETWORK INSURANCE AGENCY
						OF TEXAS, INC.
						By:		/s/ Xxxxxx X. Xxxxx
								Xxxxxx X. Xxxxx
								President – Retail Division

EXHIBIT A

AMENDED AND RESTATED SCHEDULE 1

EFFECTIVE AS OF JANUARY 1, 2004

General Agent Compensation for Life Insurance Sales and Servicing

This Amended and Restated Schedule 1 of Exhibit A is effective as of January 1, 2004 and is attached to and made part of the General Agent Sales Agreement dated January 1, 2000 by and between The Equitable Life Assurance Society of the United States and AXA Network, LLC.

Compensation to the General Agent in connection with the sale and servicing of life insurance policies will be calculated on a policy by policy basis. Compensation paid hereunder will be allocated to commissions and expense allowances as the parties may from time to time agree consistent with the provisions of Section 4228 of the New York State Insurance Law. Total compensation to the General Agent in respect of the sale and servicing of each life insurance policy will be a percentage of the premiums received by Equitable in respect of such policy as more particularly set forth in the following tables:

Commissions on Variable Life Insurance Products other than COLI ’04

Type of Premium		Percentage
First Policy Year
Qualifying First Year Premiums up to Target			99.0	%
Excess Premiums			8.5	%
Renewals			11.0	%

Commissions on COLI ’04

Type of Premium		Percentage
First Policy Year
Qualifying First Year Premiums up to Target			50.0	%
Excess Premiums			10	%
Renewals			11.0	%

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EXHIBIT A

AMENDED AND RESTATED SCHEDULE 1

EFFECTIVE AS OF JANUARY 1, 2004

(Continued)

Commissions on Non-Variable Life Insurance Products

Type of Premium		Percentage
First Policy Year
Scheduled Premiums			99.0	%
Qualifying First Year Premiums up to Target			99.0	%
Excess Premiums			8.5	%
Renewal Years			8.0	%

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