0000950129-07-003357 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of December 1, 2006 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the “Subadviser”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 11th, 2007 • Seasons Series Trust • Massachusetts

This INDEMNIFICATION AGREEMENT is made this 2nd day of March, 2007 (this “Agreement”) by and between Seasons Series Trust (the “Trust”) and Garrett F. Bouton (“Indemnitee”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 11th, 2007 • Seasons Series Trust

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1, 1999, as amended January 12, 1999, May 23, 2000, November 29, 2000, September 24, 2001, February 14, 2005, October 3, 2005 and October 2, 2006 between SEASONS SERIES TRUST, a Massachusetts business trust (the “Trust”) and AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser” or “SAAMCo”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and THORNBURG INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and FRANKLIN ADVISERS, INC., a California corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and BAMCO, INC., a New York corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and GOLDMAN SACHS ASSET MANAGEMENT, L.P. (formerly known as Goldman Sachs Asset Management) (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and RCM CAPITAL MANAGEMENT LLC (formerly known as Dresdner RCM Global Investors LLC), a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and WELLINGTON MANAGEMENT COMPANY, LLP, a Delaware limited liability partnership (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and CLEARBRIDGE ADVISORS, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of December 18, 2006 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and AIG GLOBAL INVESTMENT CORP., a New Jersey corporation (the “Subadviser”).

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