0001193125-10-223994 Sample Contracts

Form of AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • October 5th, 2010 • Eq Advisors Trust

AMENDMENT NO. 15 to the Amended and Restated Distribution Agreement (“Amendment No. 15”), dated as of [ , 2010], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

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Form of AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • October 5th, 2010 • Eq Advisors Trust

AMENDMENT NO. 15 to the Amended and Restated Distribution Agreement (“Amendment No. 15”), dated as of [ , 2010], between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

Form of AMENDMENT NO. 14 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • October 5th, 2010 • Eq Advisors Trust

AMENDMENT NO. 14 to the Mutual Funds Service Agreement dated as of [ , 2010] 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. 14”).

Form of EQ ADVISORS TRUST AMENDMENT NO. 8 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 5th, 2010 • Eq Advisors Trust

AMENDMENT NO. 8 (“Amendment No. 8”) to the Second Amended and Restated Investment Advisory Agreement dated August 1, 2006 (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

Form of AMENDMENT NO. 20 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 5th, 2010 • Eq Advisors Trust

Amendment No. 20 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of [ , 2010] between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 19”).

Form of AMENDMENT NO. 20 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 5th, 2010 • Eq Advisors Trust

Amendment No. 20, effective as of [ , 2010] (“Amendment No. 20”) 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”).

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