0000950123-11-037901 Sample Contracts

FORM OF] PARTICIPATION AGREEMENT
Participation Agreement • April 21st, 2011 • Sunamerica Series Trust • California

AGREEMENT, made as of the 7th day of March 2011, between SunAmerica Annuity and Life Assurance Company (the “Company”, a life insurance company organized under the laws of the State of Arizona, on behalf of itself and on behalf of the “Variable Separate Accounts” set forth on Appendix A) and SunAmerica 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 September 11, 1992, which is composed of multiple investment series (“Portfolios”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • April 21st, 2011 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of May 1, 2010 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC, a Minnesota limited liability company (the “Subadviser”).

FORM OF] SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 21st, 2011 • Sunamerica Series Trust • New York

This SHAREHOLDER SERVICES AGREEMENT (“Agreement”) dated March 7, 2011, is by and between SunAmerica Series Trust (the “Trust”), on behalf of the Class 2 and Class 3 shares of its separately designated series, listed on Schedule A (each, a “Portfolio”), and First SunAmerica Life Insurance Company ( the “Life Company”). The Trust and the Life Company are collectively referred to as the “Parties.”

AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • April 21st, 2011 • Sunamerica Series Trust

This AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT is dated as of November 15, 2010, by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 21st, 2011 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of June 1, 2010 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and INVESCO ADVISERS, INC., a Delaware corporation (the “Subadviser”).

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