AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT

AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this ___ day of __________, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY , THE PRUDENTIAL SERIES FUND, INC., THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC. (collectively, the “Parties”).  Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Parties are parties to a Fund Participation Agreement dated May 1, 1999, (the “Agreement”); and

WHEREAS, the Parties to the Agreement desire to add additional portfolio investment options to the Account; and

WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:

1.   Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment.

[Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the __­_­ day of __________, 2009.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By:______________________________

Name:

Title:

Date:

THE PRUDENTIAL SERIES FUND, INC.

By its authorized officer,

By:______________________________

Name:

Title:

Date:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By its authorized officer,

By:______________________________

Name:

Title:

Date:

PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC

By its authorized officer,

By:______________________________

Name:

Title:

Date:

SCHEDULE  B

Any Portfolios which are available and open to new investors on or after the effective date of this Agreement.