AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AMENDMENT, made and entered into as of the first day of April, 2017, is to the Participation Agreement dated April 1, 2011, by and among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (f/k/a First Great-West Life & Annuity Insurance Company), MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Fund Distributors, Inc., as amended (the “Participation Agreement”).

WHEREAS, the parties desire to add to the Agreement MFS Variable Insurance Trust III (“Trust III”), an open-end management investment company and Delaware statutory trust for which MFD serves as principal underwriter;

NOW, THEREFORE, in consideration of their mutual promises, the Trusts, the Insurer, and MFD hereby agree as follows:

1. Trust III is hereby added as a party.

2. All references to “Trust(s)” now include, as the context may require, Trust III.

3. Article XIII, “Notices,” is hereby restated in its entirety as follows:

ARTICLE XI. Section 11.3 NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier, email or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to Insurer:

Great-West Life & Annuity Insurance Company

0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx Xxxxxxx, XX 00000

Email:

Attn: Xxx Xxxxxxxxxxxx, Senior Vice President

Pc: Xxxx Xxxxxxx | Associate General Counsel, Products & Corporate

Great-West Life & Annuity Insurance Company of New York

0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx Xxxxxxx, XX 00000

Email:

Attn: Xxx Xxxxxxxxxxxx, Senior Vice President

Pc: Xxxx Xxxxxxx | Associate General Counsel, Products & Corporate

If to Trusts:

MFS Variable Insurance Trust I, MFS Variable Insurance Trust II and MFS Variable Insurance Trust III

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Facsimile No.: (000) 000-0000

Attn: Xxxxx Xxxxx, Assistant Secretary

If to MFD:

MFS Fund Distributors, Inc.

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Attn: General Counsel

5.    Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

Terms not otherwise defined herein have the definitions ascribed to them in the Participation Agreement. Except as expressly amended hereby, the Participation Agreement shall continue in full force and effect and unamended.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative:

MFS VARIABLE INSURANCE TRUST MFS VARIABLE INSURANCE TRUST II MFS VARIABLE INSURANCE TRUST III						GREAT-WEST LIFE & ANNUITY INSURANCI COMPANY By its authorized officer,
on behalf of their respective Portfolios
By their authorized officer and not individually,
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxxx Xxxx
Xxxxx Xxxxx						Name: Xxxxx Xxxx
Assistant Secretary/ Assistant Clerk						Title: VP - Individual Markets
MFS FUND DISTRIBUTORS, INC. By its authorized officer,						GREAT-WEST LIFE & ANNUITY INSURANCI COMPANY of New York
						By its authorized officer,
By:		/s/ Xxxxx X. Xxxxxx				By:		/s/ Xxx Xxxxxxxxxxxx
Xxxxx X. Xxxxxx						Name:		Xxx Xxxxxxxxxxxx
President						Title:		Senior Vice President

SCHEDULE A

ACCOUNTS, POLICIES, AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

Portfolios Applicable to Separate Accounts:

All Portfolios or series of shares of the Trusts that are available and open to new investors on or after the effective date of this Amendment

Share Class

All Share Classes available under the Trusts

Separate Accounts:

COLI VUL 2 of GWLA

COLI VUL 4 of GWLA

COLI VUL 7 of GWLA

COLI VUL 1 of FGWLA

COLI VUL 2 of FGWLA

COLI VUL 4 of FGW