THIRD AMENDMENT TO PARTICIPATION AGREEMENT

THIRD AMENDMENT TO PARTICIPATION AGREEMENT

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 16^th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), XXXXX VARIABLE ACCOUNT FUND, INC. (the “Fund”), XXXXX SELECTED ADVISERS, L.P. (the “Adviser”), XXXXX DISTRIBUTORS, LLC (the “Distributor”), collectively the Parties, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A-NY”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

RECITALS

WHEREAS, GWL&A, GWLA-NY, the Fund, the Adviser and the Distributor are parties to a Fund Participation Agreement dated December 16, 2004, as amended (the “Agreement”); and

WHEREAS, the Parties to the Agreement desire to add an additional Separate Account to the Agreement;

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

All references to the “Account” now include the COLI VUL-14 Series Account (GWL&A).

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 16^th day of August, 2013.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By: /s/ Xxx Xxxxxxxxxxxx

		Name:		Xxx Xxxxxxxxxxxx
		Title:		Senior Vice President
		Date:		9-18-2013

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GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK

By its authorized officer,

By: /s/ Xxxxx Xxxx

		Name:		Xxxxx Xxxx
		Title:		V.P. Individual Markets
		Date:		9-18-2013

XXXXX VARIABLE ACCOUNT FUND, INC.

By its authorized officer,

By: /s/ Xxxxxxx X. Xxxx

		Name:		Xxxxxxx X. Xxxx
		Title:		Executive Vice President
		Date:		August 16, 2013

XXXXX SELECTED ADVISERS, L.P.

By its authorized officer,

By: /s/ Xxxxxxx X. Xxxx

		Name:		Xxxxxxx X. Xxxx
		Title:		Chief Operating Officer
		Date:		August 16, 2013

XXXXX DISTRIBUTORS, LLC

By its authorized officer,

By: /s/ Xxxxxxx X. Xxxx

		Name:		Xxxxxxx X. Xxxx
		Title:		President
		Date:		August 16, 2013

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