0001193125-05-136885 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2005 • Eq Advisors Trust • New York

AGREEMENT, dated as of , 2005, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Ariel Capital Management, LLC, a limited liability company (“Adviser”).

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AMENDMENT NO. 5 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 1st, 2005 • Eq Advisors Trust

Amendment No. 5 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of , 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IA SHARES
Distribution Agreement • July 1st, 2005 • Eq Advisors Trust

AMENDMENT NO. 5 to the Amended and Restated Distribution Agreement (“Amendment No. 5”), dated as of , 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC, a Delaware corporation (the “Distributor”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IA SHARES
Distribution Agreement • July 1st, 2005 • Eq Advisors Trust

AMENDMENT NO. 5 to the Amended and Restated Distribution Agreement (“Amendment No. 5”), dated as of , 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IB SHARES
Distribution Agreement • July 1st, 2005 • 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, Amendment No. 2 dated as of July 8, 2004, Amendment No. 3 dated as of October 1, 2004 and Amendment No. 4 dated as of May 1, 2005 (collectively, the “Amendments”). Capitalized terms, unless defined herein to the contrary, shall have the meaning given such terms in the Agreement.

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • July 1st, 2005 • Eq Advisors Trust

Amendment No. 5 dated as of , 2005 (“Amendment No. 5”), to the Amended and Restated Global Custody Agreement dated as of February 1, 2002, as amended by Amendment No. 1 dated May 2, 2003, Amendment No. 2 dated July 8, 2004, Amendment No. 3 dated September 13, 2004 and Amendment No. 4 dated May 1, 2005 (“Agreement”) by and between EQ Advisors Trust and JPMorgan Chase Bank.

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2005 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of , 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Evergreen Investment Management Company, LLC, a Delaware corporation (the “Adviser”).

AMENDMENT NO. 8 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2005 • Eq Advisors Trust

Amendment No. 8 to the Amended and Restated Investment Management Agreement (“Amendment No. 8”), dated as of , 2005 between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IB SHARES
Distribution Agreement • July 1st, 2005 • Eq Advisors Trust

AMENDMENT NO. 5 to the Amended and Restated Distribution Agreement (“Amendment No. 5”), dated as of , 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC, a Delaware limited liability company (the “Distributor”).

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