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 (“GWL&A”), XXX XXX WORLDWIDE INSURANCE, XXX XXX ASSOCIATES CORPORATION, XXX XXX SECURITIES CORPORATION and XXXXXXX XXXXXX & CO., INC. (“Schwab”) (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 October 25, 1996, (the “Agreement”); and

WHEREAS, the Parties to the Agreement desire to remove Schwab as a party to the Agreement and substitute GWL&A for all Schwab rights and responsibilities thereunder; 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.   Schwab is hereby removed as a party to the agreement. GWL&A shall be substituted for Schwab as the party responsible for performing Fund administrative services under the Agreement.  Specifically, GWL&A shall replace Schwab in Article V and Schedules C and E of the Agreement.

2.   As of the effective date of this Amendment, all fees formerly payable to Schwab by the Fund(s), including 12b-1 distribution and/or administrative service fees, should now be paid to GWL&A.

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

4.   All other provisions of the original Agreement remain unchanged and in force.

[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:

XXXXXXX XXXXXX & CO., INC.

By its authorized officer,

By:______________________________

Name:

Title:

Date:

XXX XXX WORLDWIDE INSURANCE,

By its authorized officer,

By:______________________________

Name:

Title:

Date:

XXX XXX ASSOCIATES CORPORATION

By its authorized officer,

By:______________________________

Name:

Title:

Date:

XXX XXX SECURITIES CORPORATION

By its authorized officer,

By:______________________________

Name:

Title:

Date:

SCHEDULE  B

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