0001193125-06-131385 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of [____________, 2006], by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Standish Mellon Asset Management Company, LLC, a [ ] corporation (“Adviser”).

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FORM OF AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST
Distribution Agreement • June 16th, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of [ ], 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

FORM OF AMENDMENT NO. 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST
Distribution Agreement • June 16th, 2006 • Eq Advisors Trust

AMENDMENT NO. 6 to the Amended and Restated Distribution Agreement (“Amendment No. 6”), dated as of [ ], 2006, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of [ ], 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Advisers Inc. a corporation organized under the laws of the State of California (“Adviser”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of [ ], 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Mutual Advisers, LLC, a corporation organized under the laws of the State of California (“Adviser”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Form of Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of July 31, 2006, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Davis Selected Advisers, L.P., a [ ] corporation (“Adviser”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust • New York

AGREEMENT, dated as of [ ], 2006, by and between AXA Equitable Insurance Company, a New York life insurance company (the “Manager”), and Franklin Advisory Services, LLC a corporation organized under the laws of the State of California (“Adviser”).

FORM OF AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 16th, 2006 • Eq Advisors Trust

Amendment No. 3 to the Investment Management Agreement, dated as of [ ] 2006, 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. 3”).

FORM OF AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 16th, 2006 • Eq Advisors Trust

AMENDMENT NO. 2, dated as of [ ], 2006 (“Amendment No. 2”), to the Amended and Restated Investment Advisory Agreement dated as of July 31, 2003, as amended, (the “Agreement”) between AXA Equitable Life Insurance Company (f/k/a, 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”).

FORM OF AMENDMENT NO. 8 TO THE FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 16th, 2006 • Eq Advisors Trust

Amendment No. 8 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of September 30, 2005, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”).

Form of AMENDMENT NO. 9 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 16th, 2006 • Eq Advisors Trust

Amendment No. 9, dated [ ], 2006 (“Amendment No. 9”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000 (“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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