0001193125-11-022980 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust • New York

AGREEMENT, effective October 14, 2010 by and between AXA Equitable Life Insurance Company, a New York life insurance company (“Manager”), and AllianceBernstein L.P., a Delaware limited partnership (“Adviser”).

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AMENDMENT NO. 19 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 19, effective as of August 16, 2010 (“Amendment No. 19”) 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust • Delaware

INVESTMENT ADVISORY AGREEMENT, dated as of May 31, 2010, by and between AXA Equitable Life Insurance Company, a Delaware corporation (“AXA Equitable” or the “Manager”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 19 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 19 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of August 16, 2010 between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 19”).

AMENDMENT NO. 18 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 18, dated as of August 1, 2010 (“Amendment No. 18”) 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”).

AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

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

AMENDMENT NO. 14 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 14 to the Mutual Funds Service Agreement dated as of December 15, 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”).

EQ ADVISORS TRUST AMENDMENT NO. 8 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

WHEREAS, AXA Equitable and Adviser have entered into a Second Amended and Restated Investment Advisory Agreement dated as of August 1, 2006, as amended (“Agreement”) on behalf of EQ Advisors Trust (“Trust”); and

AMENDMENT NO. 14 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 14 to the Amended and Restated Distribution Agreement (“Amendment No. 14”), dated as of August 16, 2010, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

AMENDMENT NO. 16 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 16 dated as of August 16, 2010 (“Amendment No. 16”), 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”).

AMENDMENT NO. 13 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 13 to the Mutual Funds Service Agreement dated as of August 16, 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. 13”).

AMENDMENT NO. 14 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 14 to the Amended and Restated Distribution Agreement (“Amendment No. 14”), dated as of August 16, 2010, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

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

AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

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

EQ ADVISORS TRUST AMENDMENT NO. 7 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 7 (“Amendment No. 7”) 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., a Delaware limited partnership (“Alliance” or “Adviser”).

AMENDMENT NO. 20 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 20, effective as of December 15, 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”).

AMENDMENT NO. 17 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 17 dated as of December 15, 2010 (“Amendment No. 17”), 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”).

AMENDMENT NO. 18 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 18 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of August 1, 2010 between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 18”).

EQ ADVISORS TRUST AMENDMENT NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 5 to the Investment Advisory Agreement effective as of October 25, 2010 (“Amendment No. 5”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of March 1, 2010 (“Amendment No. 3”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Institutional Capital, LLC, a limited liability corporation organized under the state of Delaware (“Adviser”).

AMENDMENT NO. 14 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 14 to the Amended and Restated Distribution Agreement (“Amendment No. 14”), dated as of August 16, 2010, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 2 (“Amendment No. 2”) to the Investment Advisory Agreement dated May 27, 2009, as amended (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock or Adviser”).

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AMENDMENT NO. 14 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 14, dated as of December 15, 2010 (“Amendment No. 14”), 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”).

AMENDMENT NO. 21 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Fourth Amended and Restated Expense Limitation Agreement • February 3rd, 2011 • Eq Advisors Trust

The Manager and Trust hereby agree to modify and amend the Fourth Amended and Restated Expense Limitation Agreement dated as of May 1, 2002, as amended, (“Agreement”), between them as follows:

AMENDMENT NO. 15 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • February 3rd, 2011 • Eq Advisors Trust

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

AMENDMENT NO. 5 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 5, effective June 1, 2010 (“Amendment No. 5”), to the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006, as amended (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation (“Adviser”).

AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 3rd, 2011 • Eq Advisors Trust

AMENDMENT NO. 5 to the Investment Management Agreement (“Amendment No. 5”), effective as of October 9, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable”).

AMENDMENT NO. 13 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 3rd, 2011 • Eq Advisors Trust

Amendment No. 13, dated as of August 16, 2010 (“Amendment No. 13”), 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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