0001193125-08-018057 Sample Contracts

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

AGREEMENT, effective as of December 14, 2007 by and between AXA Equitable Life Insurance Company, a New York Stock life insurance corporation (the “Manager”), and Marsico Capital Management, LLC (“Adviser”), a Delaware limited liability company.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Amended and Restated Investment Advisory Agreement dated as of May 17, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Fidelity Management & Research Company, a Massachusetts corporation (“Fidelity” or “Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 11, 2007 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management International Limited, a company incorporated under the laws of England (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement effective as of August 17, 2007 (“Amendment No. 2”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of May 25, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) Massachusetts Financial Services Company (dba MFS Investment Management), a Delaware corporation (“MFS” or “Adviser”).

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of May 25, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Capital Guardian Trust, a California corporation (“Capital Guardian” or “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein, L.P. (“Alliance” or “Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of November 8, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (“Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of November 27, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 25, 2007 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Wells Capital Management, Inc., corporation organized under the laws of the State of California (“Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Templeton Global Advisors Limited, a Bahamian corporation (“Adviser”).

AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of July 6, 2007 (“Amendment No. 2”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Capital Guardian Trust Company, a California corporation (“Capital Guardian” or “Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Franklin Advisory Services, LLC, a Delaware limited liability company (“Adviser”).

AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of July 2, 2007 (“Amendment No. 1”), to the Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006, (“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”).

EQ ADVISORS TRUST AMENDMENT NO. 1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of November 8, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of December 1, 2005, between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”) and Montag & Caldwell, Inc., a Georgia corporation (the “Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 1st, 2008 • Eq Advisors Trust

AMENDMENT NO. 1 to the Amended and Restated Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Janus Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and The Dreyfus Corporation, a New York Corporation (“Dreyfus” or “Adviser”).

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

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 11, 2007 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a corporation organized under the laws of the State of Delaware (“Adviser”).

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