COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO • Colorado

THIS UNDERWRITING AGREEMENT made this 6th day of August, 2007, by and between GWFS Equities, Inc., a Delaware corporation (the “Underwriter”), and Great-West Life & Annuity Insurance Company (the “Insurance Company”), on its own behalf and on behalf of COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”), as follows:

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FUND PARTICIPATION AGREEMENT Among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, XYZ FUND COMPANY, XYZ ADVISER, and XYZ DISTRIBUTOR
Fund Participation Agreement • August 10th, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO • Colorado

THIS AGREEMENT (this “Agreement”) made and entered into as of this ____ day of _______________, 2006 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter “GWL&A"), a Colorado life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A attached hereto and incorporated herein be reference, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter “FGWL&A”), a New York life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A, XYZ FUND, a _______________ organized under the laws of _______________ (hereinafter the "Fund"), XYZ ADVISER (hereinafter the "Adviser"), a _________________ organized under the laws of _______________, and XYZ DISTRIBUTOR, a _____________ organized under the laws of ______________ (hereinafter the "Distributor"). GWL&A and FGWLA are collectively referred to herein as “Insurer” and the separate accounts identified on Schedule A are collectively referr

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 17th day of September, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), STI CLASSIC VARIABLE TRUST (the “Fund”), TRUSCO CAPITAL MANAGEMENT, INC. (the “Adviser”), SEI INVESTMENTS DISTRIBUTION CO. (the “Distributor), collectively the Original Parties, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”) and GWL&A, the Fund, the Adviser and First GWL&A are collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

SECOND AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO

THIS SECOND AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT is made as of this 29th day of August, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“Company”), FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), and VARIABLE INSURANCE PRODUCTS I, VARIABLE INSURANCE PRODUCTS II, VARIABLE INSURANCE PRODUCTS III, VARIABLE INSURANCE PRODUCTS IV and VARIABLE INSURANCE PRODUCTS FUND V (the “Funds”), collectively the Parties Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

THIRD AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO

This Amendment to the Fund Participation Agreement ("Agreement") dated June 1, 1998, as amended, between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the "Trust"), Janus Distributors LLC (“Distributor”), a registered broker-dealer under the Securities Exchange Act of 1934 and member of the National Association of Securities Dealers, Inc., and a Delaware limited liability company, and Great West Life & Annuity Insurance Company, a Colorado life insurance company (the "Company") is effective as of September 14, 2007.

FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO

THIS FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 31st day of August, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), PIMCO VARIABLE INSURANCE TRUST (the “Trust”), PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (the “Adviser”), ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (formerly known as PIMCO ADVISORS DISTRIBUTORS LLC) (the “Distributor), collectively the Parties, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

FIRST AMENDMENT TO AGREEMENT
Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO

THIS FIRST AMENDMENT TO AGREEMENT (this “Amendment”) is made as of the 1st day of November 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (the “Insurance Company”), MAXIM SERIES FUND, INC. (the “Fund”), and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Fidelity INVESTMENTS May 16, 2007 Great West Life and Annuity Mr. Michael Cirelli
Participation Agreement • November 1st, 2007 • COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO
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