FIRST AMENDMENT TO PARTICIPATION AGREEMENT

FIRST AMENDMENT TO PARTICIPATION AGREEMENT

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 10^th day of November, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”) and ▇. ▇▇▇▇ PRICE EQUITY SERIES INC., ▇. ▇▇▇▇ PRICE FIXED INCOME SERIES, INC., and ▇. ▇▇▇▇ PRICE INTERNATIONAL SERIES, INC., (collectively, the “Funds”), ▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC., (the “Underwriter”), and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).

RECITALS

WHEREAS, GWL&A, the Funds, and the Underwriter are parties to a Fund Participation Agreement dated February 1, 2002, (the “Agreement”); and

WHEREAS, the Parties to the Agreement desire to add First GWL&A, a New York life insurance company, as a Party to the Agreement; and

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

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

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

1. First GWL&A is hereby added as a Party to the Agreement. The Parties to the Agreement, including First GWL&A, agree that each representation, warranty, covenant, condition and other provision of the Agreement that is applicable to GWL&A shall also be applicable to First GWL&A, with the following changes: (i) the First GWL&A Account was established under the insurance laws of the State of New York; (ii) any references to Colorado law in paragraph 2.1 and 2.2 shall be changed to New York Insurance Law. The rights and obligations of GWL&A and First GWL&A under the Agreement as amended hereby shall be several and not joint.

2. All references to the “First GWL&A Account” include the COLI VUL Series Account 1 (First GWL&A).

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

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 10^th day of November, 2008.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

		Name:		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
		Title:		Senior Vice-President
		Date:		11/5/08

FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By: /s/ ▇▇▇ ▇▇▇▇

		Name:		▇▇▇ ▇▇▇▇
		Title:		Senior Vice President
		Date:		11/5/08

▇. ▇▇▇▇ PRICE EQUITIY SERIES, INC.

By its authorized officer,

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
		Title:		Vice President
		Date:		11/10/08

▇. ▇▇▇▇ PRICE FIXED INCOME SERIES, INC.

By its authorized officer,

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
		Title:		Vice President
		Date:		11/10/08

▇.▇▇▇▇ PRICE INTERNATIONAL SERIES, INC.

By its authorized officer,

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
		Title:		Vice President
		Date:		11/10/08

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▇.▇▇▇▇ PRICE INVESTMENT SERVICES, INC.

By its authorized officer,

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Vice President
		Date:		11/11/08

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SCHEDULE A

Name of Separate Account and
Date Established by Board of Directors
Key Business COLI VUL Series Account 7						November 23, 1999
(GWL&A)
Key Business COLI VUL Series Account 1						February 14, 2006
(First GWL&A)
Designated Portfolios						▇. ▇▇▇▇ Price Equity Series, Inc.
								•    ▇. ▇▇▇▇ Price Equity Income Portfolio
								•    ▇. ▇▇▇▇ Price New America Growth Portfolio
								•    ▇. ▇▇▇▇ Price Personal Strategy Balanced       Portfolio
								•    ▇. ▇▇▇▇ Price Mid-Cap Growth Portfolio
								•    ▇. ▇▇▇▇ Price Blue Chip Growth Portfolio
								•    ▇. ▇▇▇▇ Price Equity Index 500 Portfolio
								•    ▇. ▇▇▇▇ Price Health Sciences Portfolio
						▇. ▇▇▇▇ Price Fixed Income Series, Inc.
								•    ▇. ▇▇▇▇ Price Limited-Term Bond Portfolio
								•    ▇. ▇▇▇▇ Price Prime Reserve Portfolio
						▇. ▇▇▇▇ Price International Series, Inc.
								•    ▇. ▇▇▇▇ Price International Stock Portfolio

And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.

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