AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG GREAT WEST LIFE INSURANCE COMPANY,
SAFECO RESOURCE SERIES TRUST,
SAFECO ASSET MANAGEMENT COMPANY
SAFECO SECURITIES, INC. AND
XXXXXXX XXXXXX & CO. INC.
THIS AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
December_, 2003, amends the Participation Agreement dated as of May 1, 1997 as
amended April 2, 1999, February 7,2001, March 15,2001, and May 14,2003
(collectively the "Agreement") among GREAT WEST LIFE INSURANCE COMPANY ("GWL&A
") on its own behalf and on behalf of each of its separate accounts, SAFECO
RESOURCE SERIES TRUST (the "Fund") SAFECO ASSET MANAGEMENT COMPANY ("Adviser"),
SAFECO SECURITIES, INC. (the "Distributor"), and XXXXXXX SCHW AD & CO, INC.,
("Schwab") (collectively, the "Parties"). All capitalized terms not otherwise
defmed in this Amendment, shall have the same meaning as ascribed in the
Agreement.
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. Section 1.1 of the agreement is replaced by the following:
1.1 Distributor hereby appoints GWL&A as agent for the Fund for the limited
purpose of accepting purchase and redemption orders for Fund shares from the
Contract owners. On each day the New York Stock Exchange (the "Exchange") is
open for business (each, a "Business Day"), GWL&A may receive instructions from
the Contract owners for the purchase or redemption of shares of the Portfolios
("Orders"). Orders received and accepted by GWL&A prior to the close of regular
trading on the Exchange (the "Close of Trading") on any given Business Day (
currently, 4:00 p.m. Eastern time) will be executed at the net asset value
determined as of the Close of Trading on such Business Day. Any Orders received
by GWL&A on such day but after the Close of Trading will be executed at the net
asset value determined as of the Close of Trading on the next Business Day
following the day of receipt of such Order. The day as of which an Order is
executed by the Funds' transfer agent pursuant to the provisions set forth above
is referred to herein as the "Trade Date". All orders are subject to acceptance
or rejection by Distributor or the Portfolios in the sole discretion of either
of them.
2. Except as amended herein, the Agreement, and any past amendments thereto, is
hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative hereto as of
the date specified above. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, on behalf
of itself and each of its Separate Accounts named in
SAFECO RESOURCE SERIES TRUST
SAFECO SECURITIES, INC.
SAFECO ASSET MANAGEMENT COMPANY
XXXXXXX XXXXXX & CO., INC.
