0001193125-07-064377 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 26th, 2007 • Axa Premier Vip Trust • New York

AGREEMENT, dated as of [April 30], 2007, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Bear Stearns Asset Management Inc., a New York corporation (“Adviser”).

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FORM OF AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 26th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 3 to the Investment Management Agreement (“Amendment No. 3”), dated as of [April 30], 2007, between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”), and AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States), a New York stock life insurance company (“AXA Equitable” or “Manager”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • March 26th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No.2”), dated as of [April 30], 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • March 26th, 2007 • Axa Premier Vip Trust

Amendment No. 3, dated as of [April 30], 2007 (“Amendment No. 3”), to the Participation Agreement dated as of December 3, 2001 (“Agreement”) as amended by and among AXA Premier VIP Trust, AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

FORM OF AMENDMENT NO. 3 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • March 26th, 2007 • Axa Premier Vip Trust

Amendment No. 3, dated as of [April 30], 2007 (“Amendment No. 3”), to the Global Custody Agreement dated as of December 31, 2001 (“Agreement”), as amended, by and between AXA Premier VIP Trust and The JPMorgan Chase Bank.

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • March 26th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No.2”), dated as of [April 30], 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 4 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 26th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 4 to the Amended And Restated Expense Limitation Agreement (“Amendment No. 4”), dated as of [April 30], 2007, 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”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • March 26th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No.2”), dated as of [April 30], 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

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