0000950129-08-002310 Sample Contracts

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT INC., a Massachusetts corporation (the “Subadviser”).

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AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 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 INTERNATIONAL (the “Subadviser”).

AMENDMENT NO. 4 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 4 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp. a Delaware corporation (the “Adviser”), and COLUMBIA MANAGEMENT ADVISORS, LLC, formerly known as Banc of America Capital Management, LLC, a Delaware limited liability company (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of August 3rd, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a limited liability company organized pursuant to the laws of the State of Delaware (the “Subadviser”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 18th, 2008 • Sunamerica Series Trust

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1, 1999, as amended May 23, 2000, November 29, 2000, August 1, 2002, January 1, 2005, October 3, 2005, June 1, 2006 and May 1, 2008 between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”) and AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser” or “SAAMCo”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of December 14, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT is dated as of October 2, 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 • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp. a Delaware corporation (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and FAF ADVISORS, INC., formerly U.S. Bancorp Asset Management, Inc., formerly U.S. Bancorp Piper Jaffray Asset Management, Inc., formerly First American Asset Management, a division of U.S. Bank National Association (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp. a Delaware corporation (the “Adviser”), and TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT is dated as of October 3, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp. a Delaware corporation (the “Adviser”), and ALLIANCEBERNSTEIN L.P., formerly known as Alliance Capital Management L.P. (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and DAVIS SELECTED ADVISERS, L.P., a Colorado limited partnership (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp. a Delaware corporation (the “Adviser”), and FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Sunamerica Series Trust

This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust, as transferee to the rights and responsibilities of Federated Investment Counseling pursuant to that certain Amendment to Subadvisory Agreement as of May 1, 2004 (the “Subadviser”).

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