FOURTH AMENDMENT TO PARTICIPATION AGREEMENT

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT

THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 31st day of July, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), DREYFUS INVESTMENT PORTFOLIOS, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., DREYFUS STOCK INDEX FUND, INC. and DREYFUS VARIABLE INVESTMENT FUND (the “Funds”), collectively the “Parties”, 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 Agreement (defined below).

RECITALS

WHEREAS, GWL&A and the Funds are parties to a Fund Participation Agreement dated December 31, 1998, as amended from time to time (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 additional separate Accounts;

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) references in Section 2.1 to Colorado shall be changed to New York for the purposes of the First GWL&A Accounts; (ii) references in Section 2.5 to Colorado shall be changed to New York for the purposes of the First GWL&A Accounts; (iii) references in Section 9.1 to the State of Colorado shall be changed to the State of New York for the purposes of First GWL&A; (iv) references in Section 12.5 to the Colorado Insurance Commissioner and Colorado Variable Annuity Regulations shall be changed to the New York Insurance Commissioner and New York Variable

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Annuity Regulations for the purposes of the First GWL&A Accounts. The rights and obligations of GWL&A and First GWL&A under the Agreement as amended hereby shall be several and not joint.

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

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

IN WITNESS WHEREOF, the Parties have executed this Amendment.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By: /s/ Xxx Laeyendecker____________

Title: Senior Vice President

Date:

FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By:/s/ Xxxxxx X. Shaw_______________

Name:Xxxxxx X. Xxxx

Title:Senior Vice President

Date:

ON BEHALF OF THE DREYFUS FUNDS LISTED ABOVE AS PARTIES TO THE AGREEMENT

By: /s/ Xxxxxxx X. Rosenberg______

Name: Xxxxxxx X. Xxxxxxxxx

Title: Secretary

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SCHEDULE A

Contracts Form Numbers

AICPA Variable Annuity J438

Individual Flexible Premium Variable

Universal Life Insurance J355, J355NY, J350, J50rev

J500, J500NY

Separate Accounts

Maxim Series Account

COLI VUL-2 Series Account (GWL&A)

COLI VUL-2 Series Account (First GWL&A)

COLI VUL-4 (GWL&A)

COLI VUL-4 (First GWL&A)

COLI VUL-7 Series Account

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SCHEDULE B

CODE	FUND
	Dreyfus Investment Portfolios
172	Core Value Portfolio – Initial Shares
412	Core Value Portfolio – Service Shares
174	MidCap Stock Portfolio – Initial Shares
421	MidCap Stock Portfolio – Service Shares
410	Small Cap Stock Index Portfolio
175	Technology Growth Portfolio – Initial Shares
422	Technology Growth Portfolio – Service Shares
111	The Dreyfus Socially Responsible Growth Fund, Inc. – Initial Shares
423	The Dreyfus Socially Responsible Growth Fund, Inc. – Service Shares
763	Dreyfus Stock Index Fund, Inc. – Initial Shares
427	Dreyfus Stock Index Fund, Inc. – Service Shares
	Dreyfus Variable Investment Fund
112	Appreciation Portfolio – Initial Shares
400	Appreciation Portfolio – Service Shares
121	Developing Leaders Portfolio (formerly, Small Cap Portfolio) – Initial Shares
407	Developing Leaders Portfolio (formerly, Small Cap Portfolio) – Service Shares
108	Growth and Income Portfolio – Initial Shares
402	Growth and Income Portfolio – Service Shares
109	International Equity Portfolio – Initial Shares
403	International Equity Portfolio – Service Shares
152	International Value Portfolio – Initial Shares
404	International Value Portfolio – Service Shares
117	Money Market Portfolio
120	Quality Bond Portfolio – Initial Shares
406	Quality Bond Portfolio – Service Shares

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