0000950123-06-013278 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and CAM North America LLC, a Delaware limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Variable Portfolios II (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

MANAGEMENT AGREEMENT
Management Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 19th day of October, 2006, by and between Legg Mason Partners Variable Portfolios II, a Massachusetts business trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

GREENWICH STREET SERIES FUND AMENDMENT NO.10 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 10 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (as amended to date, the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 1st day of April 2006.

SUBADVISORY AGREEMENT
Subadvisory Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and CAM North America LLC, a Delaware limited liability company (the “Subadviser”).

GREENWICH STREET SERIES FUND AMENDMENT NO. 6 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 6 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 29th day of April 2004.

GREENWICH STREET SERIES FUND AMENDMENT NO. 7 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 7 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 29th day of April 2005.

GREENWICH STREET SERIES FUND AMENDMENT NO. 8 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 8 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 8th day of July 2005.

GREENWICH STREET SERIES FUND AMENDMENT NO. 9 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 9 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 16th day of September 2005.

LEGG MASON PARTNERS VARIABLE PORTFOLIOS II AMENDMENT NO. 11 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • October 31st, 2006 • Legg Mason Partners Variable Portfolios Ii

AMENDMENT NO. 11 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (the “Agreement”) of Legg Mason Partners Variable Portfolios II (the “Trust”), made as of the 18th of October 2006 for effectiveness as of the Effective Date (as defined below).

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