0001193125-06-073846 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 5th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of April 1, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Boston Advisors, LLC, a Massachusetts limited liability company (“Adviser”).

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AMENDMENT NO. 2 TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 5th, 2006 • Eq Advisors Trust

Amendment No. 2 to the Expense Limitation Agreement, dated as of September 9, 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 2”).

AMENDMENT NO. 7 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 5th, 2006 • Eq Advisors Trust

Amendment No. 7 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of May 1, 2006, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
Administration Agreement • April 5th, 2006 • Eq Advisors Trust

All references in the Agreement to “Chase” and “Chase Global Funds Services Company” are replaced by “JPMorgan” and “JPMorgan Investor Services Co.”, respectively, the latter being the new name of the company.

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 5th, 2006 • Eq Advisors Trust

Amendment No. 5, dated as of September 30, 2005 (“Amendment No. 5”), 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, Amendment No. 2 dated as of July 9, 2004, Amendment No. 3 dated October 1, 2004 and Amendment No. 4 dated May 1, 2005 (collectively, the “Amendments”), by and among EQ Advisors Trust, AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

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