0000950129-08-003975 Sample Contracts

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 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”).

Form of] AMENDED AND RESTATED ADDENDUM TO FUND PARTICIPATION AGREEMENT FOR CLASS 3 SHARES
Seasons Series Trust • July 16th, 2008

This ADDENDUM, is dated as of , [as amended ,] between LIFE INSURANCE COMPANY (the “Life Company”), a life insurance company organized under the laws of the State of , on behalf of itself and on behalf of VARIABLE ANNUITY ACCOUNT (“Variable Account”), a separate account of the Life Company existing pursuant to the laws of the State of , and SEASONS SERIES TRUST (the “Trust”), an open-end management investment company established pursuant to the laws of the Commonwealth of Massachusetts under a Declaration of Trust dated October 10, 1995 and filed October 11, 1995 which is composed of the separate investment portfolio(s) of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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”).

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 AIG GLOBAL INVESTMENT CORP., a New Jersey corporation (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 THORNBURG INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Subadviser”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and NORTHERN TRUST INVESTMENT, N.A., an Illinois corporation (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 RCM CAPITAL MANAGEMENT LLC, formerly known as Dresdner RCM Global Investors LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and IBBOTSON ASSOCIATES ADVISORS LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 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 COLUMBIA MANAGEMENT ADVISORS, LLC, (formerly known as Banc of America Capital Management, LLC), a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 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. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 LORD, ABBETT & CO. LLC (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the “Subadviser”).

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This Amendment (the “Amendment”) is effective September 7, 2006 and amends the Subadvisory Agreement (the “Agreement”) dated December 15, 2004 by and between Ibbotson Associates Advisors LLC, a Delaware limited liability company (“Subadviser”), and AIG SunAmerica Asset Management Corp., a Delaware corporation (“Adviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 THIRD AVENUE MANAGEMENT LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This Amendment is made on the last date executed below, and is by and between Janus Capital Management LLC (“Subadviser”), and SunAmerica Asset Management Corp. (“Adviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 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. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 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. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Subadviser”).

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AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons 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 WELLINGTON MANAGEMENT COMPANY, LLP, a Delaware limited liability partnership (the “Subadviser”).

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