0001193125-08-020386 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • 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. 4 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 5th, 2008 • 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”).

AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 5th, 2008 • 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”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Massachusetts Financial Services Company, a corporation organized under the laws of the State of Delaware (“Adviser”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 5th, 2008 • 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. 2 MUTUAL FUNDS SERVICES AGREEMENT
Mutual Funds Services Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Mutual Fund Services Agreement dated as of August 1, 2007, 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. 2”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and JPMorgan Investment Management Inc., a Delaware corporation (the “Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Institutional Capital LLC (“ICAP” or “Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and TCW Investment Management Company, a corporation organized under the laws of the State of California (“Adviser”).

FORM OF AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • February 5th, 2008 • 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”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AXA Rosenberg Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of December 12, 2007 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 2 SECOND AND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AXA Equitable and Adviser agree to modify the Second Amended and Restated Investment Advisory Agreement, dated as of July 31, 2006, as amended (“Agreement”), for the AXA Premier VIP Trust (“Trust”) to be effective as of June 22, 2007 as follows:

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 5th, 2008 • 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”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and RCM Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P., a limited partnership organized under the laws of the State of Delaware (“Adviser”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 5th, 2008 • 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 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 5th, 2008 • 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.

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Thornburg Investment Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Janus Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

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AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and A I M Capital Management, Inc, a corporation organized under the laws of the State of Texas (“Adviser”).

FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Distribution Agreement • February 5th, 2008 • 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”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Provident Investment Counsel, Inc. a corporation organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 6, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Adviser”).

INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust • New York

AGREEMENT, effective as of October 1, 2007, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Wells Capital Management Inc., a corporation organized under the laws of the State of California (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement, dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Firsthand Capital Management, Inc., a corporation organized under the laws of the State of California (“Adviser”).

AXA PREMIER VIP TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 5th, 2008 • Axa Premier Vip Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Financial Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

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