0001193125-04-172243 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 15th, 2004 • Eq Advisors Trust • New York

AGREEMENT, dated as of July 9, 2004, by and between The Equitable Life Assurance Society of the United States, a New York stock life insurance corporation (the “Manager”), and William D. Witter, Inc., a New York corporation (“Adviser”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 15th, 2004 • Eq Advisors Trust

EXPENSE LIMITATION AGREEMENT, effective as of [April 1, 2004] by and between The Equitable Life Assurance Society of the United States (the “Manager”) and EQ Advisors Trust (the “Trust”), on behalf of each portfolio of the Trust set forth in Schedule A attached hereto (each, a “Portfolio”, and collectively, the “Portfolios”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 3, dated as of October 1, 2004 (“Amendment No. 3”), to the Amended and Restated Participation Agreement dated as of July 15, 2002 (“Agreement”) as amended by Amendment No. 1 dated as of May 2, 2003 and Amendment No. 2 dated as of July 9, 2004 (collectively, the “Amendments”), by and among EQ Advisors Trust, The Equitable Life Assurance Society of the United States, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

DISTRIBUTION AGREEMENT CLASS IB SHARES AXA ADVISORS, LLC
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 3 dated as of September 13, 2004 (“Amendment No. 3”), to the Amended and Restated Global Custody Agreement dated as of February 1, 2002, as amended by Amendment No. 1 dated May 2, 2003 and Amendment No. 2 dated July 8, 2004 (“Agreement”) by and between EQ Advisors Trust and JPMorgan Chase Bank.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IA SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of July 8, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC, a Delaware corporation (the “Distributor”).

DISTRIBUTION AGREEMENT CLASS IB SHARES AXA DISTRIBUTORS, LLC
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 6 to the Amended and Restated Investment Management Agreement (“Amendment No. 6”), dated as of October 25, 2004, between EQ Advisors Trust, a Delaware business trust the (“Trust”) and The Equitable Life Assurance Society of the United States, a New York stock life insurance company (“Equitable” or “Manager”).

DISTRIBUTION AGREEMENT CLASS IA SHARES AXA DISTRIBUTORS, LLC
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IB SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement relating to Class IB Shares dated as of July 15, 2002 (the “Agreement”) and as amended by Amendment No. 1 dated as of May 2, 2003, unless defined herein to the contrary, shall have the meaning given such terms in the Agreement.

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 5 to the Amended and Restated Investment Management Agreement (“Amendment No. 5”), dated as of July 8, 2004, between EQ Advisors Trust, a Delaware business trust the (“Trust”) and The Equitable Life Assurance Society of the United States, a New York stock life insurance company (“Equitable” or “Manager”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IB SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 3 to the Amended and Restated Distribution Agreement (“Amendment No. 3”), dated as of October 1, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IA SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of July 8, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IB SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of July 8, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

FORM OF AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 2 to the Amended and Restated Investment Advisory Agreement (“Amendment No. 2), dated as of July 1, 2004, between The Equitable Life Assurance Society of the United States, a New York corporation (the “Manager”), and Capital Guardian Trust Company, a California corporation (“Adviser”).

DISTRIBUTION AGREEMENT CLASS IA SHARES AXA ADVISORS, LLC
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

WHEREAS, the Trust is a Delaware business trust whose shareholders are and will be separate accounts in unit investment trust form (“Eligible Separate Accounts”) of insurance companies (“Participating Insurance Companies”); and

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IB SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement relating to Class IB Shares dated as of July 15, 2002 (the “Agreement”) and as amended by Amendment No. 1 dated as of May 2, 2003 and Amendment No. 2 dated as of July 8, 2004 (collectively, the “Amendments”), unless defined herein to the contrary, shall have the meaning given such terms in the Agreement.

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IA SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 3 to the Amended and Restated Distribution Agreement (“Amendment No. 3”), dated as of October 1, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC, a Delaware corporation (the “Distributor”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IA SHARES
Distribution Agreement • October 15th, 2004 • Eq Advisors Trust

AMENDMENT NO. 3 to the Amended and Restated Distribution Agreement (“Amendment No. 3”), dated as of October 1, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 3 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 3 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of October 1, 2004, between The AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • October 15th, 2004 • Eq Advisors Trust

Amendment No. 2, dated as of July 8, 2004 (“Amendment”), to the Amended and Restated Global Custody Agreement dated as of February 1, 2002 (“Agreement”) as amended by Amendment No. 1 dated May 2, 2003 by and between EQ Advisors Trust and JPMorgan Chase Bank.

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