0001193125-05-072205 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 7th, 2005 • Eq Advisors Trust • New York

AGREEMENT, dated as of May 1, 2005, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Lord, Abbett & Co. LLC, a limited liability company (“Adviser”).

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FORM OF AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 7th, 2005 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of May 1, 2005 (“Amendment No. 1”), to the Amended and Restated Investment Advisory Agreement dated as of July 31, 2003, between AXA Equitable Life Insurance Company (formerly, The Equitable Life Assurance Society of the United States), a New York corporation (“AXA Equitable” or the “Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IB SHARES
Distribution Agreement • April 7th, 2005 • Eq Advisors Trust

AMENDMENT NO. 4 to the Amended and Restated Distribution Agreement (“Amendment No. 4”), dated as of May 1, 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IB SHARES
Distribution Agreement • April 7th, 2005 • Eq Advisors Trust

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement relating to Class IB Shares dated as of July 15, 2002 (the “Agreement”) and as amended by Amendment No. 1 dated as of May 2, 2003, Amendment No. 2 dated as of July 8, 2004 and Amendment No. 3 dated as of October 1, 2004 (collectively, the “Amendments”), unless defined herein to the contrary, shall have the meaning given such terms in the Agreement.

AMENDMENT NO. 4 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 7th, 2005 • Eq Advisors Trust

Amendment No. 4 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of [May 1, 2005], between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 7th, 2005 • Eq Advisors Trust

Amendment No. 4, dated as of May 1, 2005 (“Amendment No. 4”), to the Amended and Restated Participation Agreement dated as of July 15, 2002 (“Agreement”) as amended by Amendment No. 1 dated as of May 2, 2003, Amendment No. 2 dated as of July 9, 2004 and Amendment No. 3 dated October 1, 2004 (collectively, the “Amendments”), by and among EQ Advisors Trust, AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IA SHARES
Distribution Agreement • April 7th, 2005 • Eq Advisors Trust

AMENDMENT NO. 4 to the Amended and Restated Distribution Agreement (“Amendment No. 4”), dated as of May 1, 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA DISTRIBUTORS, LLC/CLASS IA SHARES
Distribution Agreement • April 7th, 2005 • Eq Advisors Trust

AMENDMENT NO. 4 to the Amended and Restated Distribution Agreement (“Amendment No. 4”), dated as of May 1, 2005, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC, a Delaware corporation (the “Distributor”).

AMENDMENT NO. 7 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 7th, 2005 • Eq Advisors Trust

Amendment No. 7 to the Amended and Restated Investment Management Agreement (“Amendment No. 7”), dated as of May 1, 2005, 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” or “Manager”).

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 7th, 2005 • Eq Advisors Trust

Amendment No. 4 dated as of May 1, 2005 (“Amendment No. 4”), to the Amended and Restated Global Custody Agreement dated as of February 1, 2002, as amended by Amendment No. 1 dated May 2, 2003, Amendment No. 2 dated July 8, 2004 and Amendment No. 3 dated September 13, 2004 (“Agreement”) by and between EQ Advisors Trust and JPMorgan Chase Bank.

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