0001193125-08-072527 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust • New York

AGREEMENT, dated as of March 31, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

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AMENDMENT NO. 5 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 1st, 2008 • Eq Advisors Trust

Amendment No. 5 to the Expense Limitation Agreement, dated as of July 6, 2007, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 5”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Mellon Capital Management Corporation (f/k/a Mellon Equity Associates, LLP), a Delaware Corporation (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wentworth, Hauser and Violich, Inc., a Washington corporation (“Adviser”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Institutional Capital, LLC, a limited liability corporation organized under the state of Delaware (“Adviser”).

FORM OF AMENDMENT NO. 7 TO THE MUTUAL FUNDS SERVICES AGREEMENT
Mutual Fund Services Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 7 to the Mutual Fund Services Agreement dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York stock life insurance company (“AXA Equitable” or “Administrator”) (“Amendment No. 7”).

FORM OF EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

FORM OF AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 12 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 1st, 2008 • Eq Advisors Trust

Amendment No. 12, dated May 1, 2008 (“Amendment No. 12”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended (“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 AMENDMENT NO. 12 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 1st, 2008 • Eq Advisors Trust

Amendment No. 12 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of May 1, 2008, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 12”).

FORM OF AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 10 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 10 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 1st, 2008 • Eq Advisors Trust

Amendment No. 10 dated as of May 1, 2008 (“Amendment No. 10”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

FORM OF AMENDMENT NO. 9 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 1st, 2008 • Eq Advisors Trust

Amendment No. 9, dated as of May 1, 2008 (“Amendment No. 9”), to the Amended and Restated Participation Agreement, dated as of July 15, 2002, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

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