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”).

AMENDMENT NO. 22 FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
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 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”).

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. 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”).

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. 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”).

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. 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”).