0001193125-07-006982 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 16th, 2007 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of July 31, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (“Adviser”).

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SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 16th, 2007 • Axa Premier Vip Trust • New York

THIS SECOND AMENDED AND RESTATED AGREEMENT, dated as of July 31, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Massachusetts Financial Services Company, a corporation organized under the laws of the State of Delaware (“Adviser”).

AMENDMENT NO. 3 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 16th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 3 to the Amended And Restated Expense Limitation Agreement (“Amendment No. 3”), dated as of May 1, 2006, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable”).

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