THIRD AMENDMENT TO FUND PARTICIPATION AGREEMENT

THIRD AMENDMENT TO FUND PARTICIPATION AGREEMENT

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.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Schedule A of this Agreement shall be deleted and replaced with the attached Schedule A.

2. All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.

GREAT-WEST LIFE & ANNUITY JANUS ASPEN SERIES

INSURANCE COMPANY

By: /s/ Xxx Laeyendecker_______________ By: /s/ Xxxxxx X. Iseman_______________

Name: Xxx Xxxxxxxxxxxx Name: Xxxxxx X. Xxxxxx

Title: Senior Vice President Title: President

JANUS DISTRIBUTORS LLC

By: /s/ Xxxxxxx X. Martellaro___________

Name: Xxxxxxx X. Xxxxxxxxxx

Title: President

Schedule A

Separate Accounts and Associated Contracts

(As amended September 14, 2007)

Contract Form Number

COLI VUL Series Account 1 J350

COLI VUL Series Account 2 J355

COLI VUL Series Account 4 J500

FutureFunds Series Account

Maxim Series Account