FORM OF AMENDMENT NO. 9 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES

Exhibit (e)(5)(xi)

FORM OF

AMENDMENT NO. 9

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES

AMENDMENT NO. 9 to the Amended and Restated Distribution Agreement (“Amendment No. 9”), dated as of [September XX, 2007], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended, between the Trust and the Distributor (the “Agreement”), relating to the Class IA shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.

1. New Portfolios. The Trust and the Distributor have determined to add the new [Income Portfolio], [Income and Growth Portfolio], [Balanced Portfolio], [Moderate Growth Portfolio] and [Aggressive Growth Portfolio] (the “New Portfolios”) to the Agreement on the terms and conditions contained in the Agreement.

2. Removed Portfolio. The following portfolio of the Trust is hereby deleted in its entirety from the Agreement: EQ/AllianceBernstein Growth and Income Portfolio.

3. Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IA shares is hereby replaced in its entirety by Schedule A 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 HEREOF, the parties have executed and delivered this Amendment No. 9 as of the date first above set forth.

EQ ADVISORS TRUST						AXA DISTRIBUTORS, LLC
By:						By:
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxx X. Xxxxxxxxxxx
Title:		President and Chief				Title:		Chief Executive Officer
		Executive Officer

SCHEDULE A

AMENDMENT NO. 9

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IA SHARES

EQ/AllianceBernstein Common Stock Portfolio EQ/AllianceBernstein Intermediate Government Securities EQ/AllianceBernstein International Portfolio EQ/AllianceBernstein Large Cap Growth Portfolio EQ/AllianceBernstein Quality Bond Portfolio EQ/AllianceBernstein Small Cap Growth Portfolio EQ/Ariel Appreciation II EQ/AXA Xxxxxxxxx Value Long/Short Equity Portfolio EQ/AllianceBernstein Value Portfolio EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity) EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value) EQ/Xxxxxxx Socially Responsible Portfolio EQ/Capital Guardian Growth Portfolio EQ/Capital Guardian Research Portfolio EQ/Xxxxx New York Venture Portfolio EQ/Equity 500 Index Portfolio EQ/Evergreen International Bond Portfolio EQ/Evergreen Omega Portfolio EQ/FI Mid Cap Portfolio EQ/Franklin Income Portfolio EQ/Franklin Small Cap Value Portfolio EQ/Franklin Xxxxxxxxx Founding Strategy Portfolio EQ/International ETF Portfolio EQ/JPMorgan Core Bond Portfolio EQ/JPMorgan Value Opportunities Portfolio EQ/Xxxx Xxxxx Value Equity Portfolio EQ/Lord Xxxxxx Growth and Income Portfolio EQ/Lord Xxxxxx Large Cap Core Portfolio EQ/Lord Xxxxxx Mid Cap Value Portfolio EQ/Xxxxxxx Focus Portfolio EQ/Money Market Portfolio EQ/Mutual Shares Portfolio EQ/Xxxxxxxxxxx Global Portfolio EQ/Xxxxxxxxxxx Main Street Opportunity Portfolio EQ/Xxxxxxxxxxx Main Street Small Cap Portfolio EQ/Small Company Index Portfolio EQ/Xxxxxxxxx Growth Portfolio EQ/Xxx Xxxxxx Xxxxxxxx Portfolio EQ/Xxx Xxxxxx Emerging Markets Equity Portfolio EQ/Xxx Xxxxxx Mid Cap Growth Portfolio EQ/Xxx Xxxxxx Real Estate Portfolio MarketPLUS International Core Portfolio (formerly, EQ/Capital Guardian International Portfolio) MarketPLUS Large Cap Growth Portfolio (formerly, EQ/MFS Emerging Growth Companies Portfolio) MarketPLUS Large Cap Core Portfolio (formerly, EQ/MFS Investors Trust Portfolio) MarketPLUS Mid Cap Value Portfolio (formerly, EQ/FI Mid Cap Value Portfolio) [Income Portfolio] [Income and Growth Portfolio] [Balanced Portfolio] [Moderate Growth Portfolio] [Aggressive Growth Portfolio]