0001193125-06-178583 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 23rd, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of August 1, 2006, by and between AXA Equitable Life Insurance Company, a New York life insurance company (the “Manager”), and AXA Rosenberg Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 23rd, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of August 1, 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Mutual Advisers, LLC, a corporation organized under the laws of the State of California (“Adviser”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 23rd, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of August 1, 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Advisers Inc., a corporation organized under the laws of the State of California (“Adviser”).

AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC - CLASS IA SHARES
Distribution Agreement • August 23rd, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of August 1, 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • August 23rd, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of August 1, 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 8 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 23rd, 2006 • Eq Advisors Trust

Amendment No. 8 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of August 1, 2006, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 23rd, 2006 • Eq Advisors Trust

Amendment No. 3 to the Investment Management Agreement, dated as of August 1, 2006, 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. 3”).

AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • August 23rd, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of August 1, 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • August 23rd, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of August 1, 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 9 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 23rd, 2006 • Eq Advisors Trust

Amendment No. 9, dated August 1, 2006 (“Amendment No. 9”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000 (“Agreement”), 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”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 23rd, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of August 1, 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Advisory Services, LLC, a corporation organized under the laws of the State of California (“Adviser”).

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