AMENDMENT NO. 4 AMENDED AND RESTATED PARTICIPATION AGREEMENT

AMENDMENT NO. 4

AMENDED AND RESTATED PARTICIPATION AGREEMENT

Amendment No. 4, dated as of December 10, 2014 (“Amendment No. 4”), 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. The Trust hereby includes the Target 2055 Allocation Portfolio in the Agreement from and after the date hereof for all purposes on the terms and conditions contained in the Agreement.

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. 4 as of the date first above set forth.

AXA PREMIER VIP TRUST				AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx				By: /s/  Xxxxxx X. Xxxxx
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: /s/ Xxxxxxxx X. Xxxx				By: /s/  Xxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxx		Name:		Xxxxxx X. Xxxxx
Title:		Chairman, President and Chief Executive Officer		Title:		Chairman, Chief Executive Officer, and President

SCHEDULE B

AMENDMENT NO. 4

AMENDED AND RESTATED PARTICIPATION AGREEMENT

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

Target 2055 Allocation Portfolio