0001193125-10-009822 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust • New York

AGREEMENT, dated as of June 2, 2009, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“Manager”), and BlackRock International Limited, a company incorporated under the laws of Scotland (“Adviser”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust • New York

AGREEMENT, dated as of July 7, 2009, by and among AXA Equitable Life Insurance, a New York stock life insurance corporation (the “Manager”), Evergreen Investment Management Company, LLC (“Evergreen”), a limited liability company organized under the laws of the State of Delaware, and First International Advisors, LLC a Delaware limited liability company (“First International” and together with Evergreen, the “Advisers”).

THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust • Delaware

THIRD AMENDED AND RESTATED AGREEMENT, dated as of July 7, 2009 by and between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or the “Manager”), and Capital Guardian Trust Company, a California corporation (the “Adviser”).

THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust • Delaware

THIRD AMENDED AND RESTATED AGREEMENT, dated as of July 7, 2009 by and between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”), and Massachusetts Financial Services Company (dba MFS Investment Management), a Delaware corporation (the “Adviser”).

AMENDMENT NO. 13 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 13 to the Amended and Restated Distribution Agreement (“Amendment No. 13”), dated as of September 29, 2009, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust • Delaware

INTERIM INVESTMENT ADVISORY AGREEMENT, dated as of June 8, 2009, by and between AXA Equitable Life Company of the United States, a New York stock life insurance company (the “Manager”), and AllianceBernstein L.P., a limited partnership organized under the laws of the State of Delaware (the “Adviser”) (“Interim Agreement”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [June 5, 2009] (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and OppenheimerFunds, Inc., a corporation organized under the laws of the State of Colorado (“Oppenheimer” or “Adviser”).

AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Management Agreement (“Amendment No. 4”), effective as of September 18, 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 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 13 to the Amended and Restated Distribution Agreement (“Amendment No. 13”), dated as of September 29, 2009, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 (“Amendment No. 2”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Templeton Global Advisors Limited, a Bahamian corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of September 29, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Franklin Mutual Advisers, LLC, a Delaware limited liability company (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Franklin Mutual Advisers, LLC, a Delaware limited liability company (“Adviser”).

AMENDMENT NO. 14 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 14 dated as of September 29, 2009 (“Amendment No. 14”), 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. 3 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IB SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Distribution Agreement (“Amendment No. 3”), dated as of September 29, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

AMENDMENT NO. 3 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Distribution Agreement (“Amendment No. 3”), dated as of September 29, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 3 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement dated as of September 29, 2009 (“Amendment No. 3”), between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Templeton Global Advisors Limited, a Bahamian corporation (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 (“Amendment No. 2”), 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”).

AMENDMENT NO. 16 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 16, effective as of June 5, 2009 (“Amendment No. 16”) 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. 3 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Distribution Agreement (“Amendment No. 3”), dated as of September 29, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 1, dated as of September 29, 2009 (“Amendment No. 1”), to the Investment Advisory Agreement, dated as of May 1, 2005, (“Agreement”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”), and Lord, Abbett & Co., a Delaware limited liability company (“Adviser”).

AMENDMENT NO. 11 TO THE MUTUAL FUNDS SERVICE AGREEMENT
Mutual Funds Service Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 11 to the Mutual Funds Service Agreement dated as of September 29, 2009, 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. 11”).

EQ ADVISORS TRUST REVISED AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of May 1, 2009 (“Amendment No. 2”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

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AMENDMENT NO. 17 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 17, dated as of September 29, 2009 (“Amendment No. 17”) 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 GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 15 dated as of October 1, 2009 (“Amendment No. 15”), 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. 3 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3, dated as of September 29, 2009 (“Amendment No. 3”), 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 REVISED AMENDMENT NO. 3 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

WHEREAS, AXA Equitable and BlackRock agree to modify the Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) as follows:

EQ ADVISORS TRUST AMENDMENT NO. 4 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

WHEREAS, AXA Equitable and BlackRock agree to modify the Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) as follows:

AMENDMENT NO. 6 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 6 to the Investment Management Agreement, dated as of September 29, 2009, 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. 6”).

AMENDMENT NO. 3 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES
Distribution Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Distribution Agreement (“Amendment No. 2”), dated as of September 29, 2009 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

EQ ADVISORS TRUST AMENDMENT NO. 3 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement dated as of September 29, 2009 (“Amendment No. 3”), 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”).

AMENDMENT NO. 12 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 12, dated as of September 29, 2009 (“Amendment No. 12”), 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”).

EQ ADVISORS TRUST REVISED AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 5 to the Second Amended and Restated Investment Advisory Agreement effective as of April 1, 2009 (“Amendment No. 5”) 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. 2 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Franklin Advisory Services, LLC, a Delaware limited liability company (“Adviser”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 21st, 2010 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of September 29, 2009 (“Amendment No. 3”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

AMENDMENT NO. 16 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 21st, 2010 • Eq Advisors Trust

Amendment No. 16 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of September 29, 2009, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 16”).

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