AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT TO PARTICIPATION AGREEMENT

This Amendment to Participation Agreement (the “Agreement”), made and entered into this 29th day of August, 2013 by and among Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (GWL&A-NY”), formerly known as First Great-West Life & Annuity Insurance Company (collectively the “Company”), X. Xxxx Price Equity Series, Inc., X. Xxxx Price Fixed Income Series, Inc., X. Xxxx Price International Series, Inc. (collectively, the “Funds”) and X. Xxxx Price Investment Services, Inc. (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).

WHEREAS, the Company, the Funds and the Underwriter are parties to a Participation Agreement dated February 1, 2002, as amended (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 with the Schedule A attached hereto.

NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

  1. All references to the Account now include the COLI VUL-14 Series Account of GWL&A;

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

IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized officer.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		V.P. Individual Markets
Date:		09/04/2013

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK

By:		/s/ Xxx Xxxxxxxxxxxx
Name:		Xxx Xxxxxxxxxxxx
Title:		Senior Vice President
Date:		09/04/2013

X. XXXX PRICE INTERNATIONAL SERIES, INC.

By:		/s/ Xxxxx Xxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxx
Title:		Vice President
Date:		8/29/13

X. XXXX PRICE EQUITY SERIES, INC.

By:		/s/ Xxxxx Xxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxx
Title:		Vice President
Date:		8/29/13

X. XXXX PRICE FIXED INCOME SERIES, INC.

By:		/s/ Xxxxx Xxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxx
Title:		Vice President
Date:		8/29/13

X. XXXX PRICE INVESTMENT SERVICES, INC.

By:		/s/ Xxxx Xxxxxxx-Xxxx
Name:		Xxxx Xxxxxxx-Xxxx
Title:		Vice President
Date:		8/29/13

SCHEDULE A

Name of Separate Account		Date Established by Board of Directors
COLI VUL-7 Series Account of GWL&A		November 23, 1999
COLI VUL-14 Series Account of GWL&A		January 20, 2001
COLI VUL-1 Series Account of GWL&A-NY		February 14, 2006
Variable Annuity-1 Series Account of GWL&A		July 24, 1995
Variable Annuity-1 Series Account of GWL&A- NY		January 15, 1997
Variable Annuity-2 Series Account of GWL&A		June 25, 2009
Variable Annuity-2 Series Account of GWL&A- NY		September 13, 1989

Designated Portfolios

X. Xxxx Price Equity Series, Inc.

• X. Xxxx Price Equity Income Portfolio

• X. Xxxx Price Equity Income Portfolio II

• X. Xxxx Price New America Growth Portfolio

• X. Xxxx Price Personal Strategy Balanced Portfolio

• X. Xxxx Price Mid-Cap Growth Portfolio

• X. Xxxx Price Mid-Cap Growth Portfolio II

• X. Xxxx Price Blue Chip Growth Portfolio

• X. Xxxx Price Blue Chip Growth Portfolio II

• X. Xxxx Price Equity Index 500 Portfolio

• X. Xxxx Price Health Sciences Portfolio

• X. Xxxx Price Health Sciences Portfolio II

X. Xxxx Price Fixed Income Series, Inc.

• X. Xxxx Price Limited-Term Bond Portfolio

• X. Xxxx Price Limited-Term Bond Portfolio II

• X. Xxxx Price Prime Reserve Portfolio

X. Xxxx Price International Series, Inc.

• X. Xxxx 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.