SECOND AMENDMENT TO PARTICIPATION AGREEMENT

SECOND AMENDMENT

TO

PARTICIPATION AGREEMENT

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 15^th day of November, 2011, by and among The Universal Institutional Funds, Inc. (the “Fund”), Xxxxxx Xxxxxxx Investment Management Inc. (the “Adviser”), Xxxxxx Xxxxxxx Distribution, Inc. (the “Distributor”) and Great-West Life & Annuity Insurance Company (the “Company”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Parties entered into to a Participation Agreement, dated January 31, 2005 and effective as of June 2, 2000, as amended (the “Agreement”); and

WHEREAS, the Parties desire to add additional Accounts to the Agreement; and

WHEREAS, the Parties desire to make additional Portfolio investment options available to the to the Accounts under the Agreement.

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

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

2. Schedule B is hereby deleted in its entirety and replaced with the Schedule B attached hereto.

3. The modifications made by this Amendment shall apply to the Agreement only, and shall not be construed to modify any separate agreements between the parties or their affiliates.

4. Except as expressly supplemented, amended or consented to hereby, all other provisions of the Agreement shall remain in full force and effect, without change.

5. This Amendment may be executed in two or more counterparts, each of which will be an original and all of which, taken together, will be deemed one and the same document.

[Remainder of page left intentionally blank.]

1

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By its authorized officer,

		By:		/s/ Xxx Xxxxxxxxxxxx
		Name: Xxx Xxxxxxxxxxxx
		Title:   Senior Vice-President
		Date:   12/12/11

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

By its authorized officer,

		By:		/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title:   President & Principal Executive Officer
		Date:   12/1/11

XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.

By its authorized officer,

		By:		/s/ Xxxx X’Xxxxxx
		Name: Xxxx X’Xxxxxx
		Title:   Managing Director
		Date:   11/29/11

XXXXXX XXXXXXX DISTRIBUTION, INC.

By its authorized officer,

		By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   President
		Date:   11/29/11

2

SCHEDULE A

Separate Accounts and Associated Contracts

Name of Separate Accounts		Form Number and Name of Contract Funded by Separate Account
Great-West Life & Annuity
Insurance Company Accounts:
Variable Annuity-1 Series Account		J434 – Schwab Select
		J444 – Schwab OneSource
Variable Annuity-2 Series Account		J555 – Smart Track

SCHEDULE B

Portfolios of The Universal Institutional Funds, Inc.

Available Under This Agreement

Class I shares and Class II shares, as applicable, of any Portfolios which are available and open to new investors on or after the effective date of this Agreement, or as otherwise permitted under a Portfolio’s then-current prospectus, shall be available for purchase under the Agreement.