SECOND AMENDMENT TO PARTICIPATION AGREEMENT
EXECUTION VERSION
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 5th day of November, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), PIMCO VARIABLE INSURANCE TRUST (the “Trust”), PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (the “Adviser”), and ALLIANZ GLOBAL INVESTORS DISTIBUTORS LLC (formerly known as PIMCO ADVISORS DISTRIBUTORS LLC) (the “Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Trust, the Adviser and the Distributor are parties to a Fund Participation Agreement dated March 1, 2004 and amended August 31, 2007 (the “Agreement”); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts not subject to registration under the 1933 Act or the 1940 Act; 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. |
All references to the “First GWL&A Account” now includes COLI VUL Series Account 1 (First GWL&A). |
| 2. |
All references to the “GWL&A Account” now include COLI VUL Series Account 7 (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. |
| 4. |
Paragraph 2.1 is amended to add the following at the end of the paragraph: “if such registration is required.” |
[Intentionally Left Blank]
(Signatures located on the following page)
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EXECUTION VERSION
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date and year first written above.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
| By its authorized officer, | ||
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: | Senior Vice-President | |
| Date: | 11/13/08 | |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
| By its authorized officer, | ||
| By: | /s/ XXXXXX X. XXXX | |
| Name: XXXXXX X. XXXX | ||
| Title: | Sr. VP | |
| Date: | 11/14/08 | |
PIMCO VARIABLE INSURANCE TRUST
| By its authorized officer,
|
| |||||
| By: | /s/ Xxxxxx X. Xxxxxxxx |
|||||
| Name: |
Xxxxxx X. Xxxxxxxx | |||||
| Title: |
President | |||||
| Date: |
||||||
2
EXECUTION VERSION
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
| By its authorized officer,
|
| |||||
| By: | /s/ Xxxxxx X. Xxxxxxxx |
|||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||
| Title: | Managing Director | |||||
| Date: | ||||||
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
(formerly known as PIMCO ADVISORS DISTRIBUTORS LLC)
| By its authorized officer,
|
| |||||
| By: |
|
| ||||
| Name: |
||||||
| Title: |
Managing Director |
|||||
| Date: |
12/5/08 |
|||||
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EXECUTION VERSION
SCHEDULE A
| Contract |
Form Number | |
| COLI VUL-1 Series Account (First GWL&A) |
PPVUL NY | |
| COLI VUL-2 Series Account (GWL&A) |
J355 | |
| COLI VUL-2 Series Account (First GWL&A) |
J355NY | |
| COLI VUL-4 Series Account (GWL&A) |
J500 | |
| COLI VUL-4 Series Account (First GWL&A) |
J500NY | |
| COLI VUL-7 Series Account (GWL&A) |
PPVUL | |
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