0001193125-07-093843 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 27th, 2007 • Axa Premier Vip Trust • New York

AGREEMENT, effective as of May 25, 2007, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Eagle Asset Management, Inc., a Florida Corporation (“Adviser”).

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FORM OF AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 3 to the Investment Management Agreement (“Amendment No. 3”), dated as of May 25, 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. 4 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 4 to the Amended And Restated Expense Limitation Agreement (“Amendment No. 4”), dated as of May 25, 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 • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of May 25, 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 • April 27th, 2007 • Axa Premier Vip Trust

Amendment No. 3, dated as of May 25, 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. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of May 25, 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 3 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 27th, 2007 • Axa Premier Vip Trust

Amendment No. 3, dated as of May 25, 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 • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of May 25, 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of May 25, 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 1 TO THE MUTUAL FUNDS SERVICES AGREEMENT
Mutual Funds Services Agreement • April 27th, 2007 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Mutual Fund Services Agreement dated as of August 1, 2006, between AXA Premier VIP Trust, a business trust organized under Delaware law (the “Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York stock life insurance company (“AXA Equitable” or “Administrator”) (“Amendment No. 1”).

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