SECOND AMENDMENT TO PARTICIPATION AGREEMENT

SECOND AMENDMENT TO PARTICIPATION AGREEMENT

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 30th day of November, 2011, by and among, Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company (each the “Company”), X. Xxxx Price Equity Series, Inc., X. Xxxx Price Fixed Income Series, Inc., X. Xxxx Price International Series, Inc., (collectively, the “Funds”), X. Xxxx Price Investment Services, Inc. (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the meaning as ascribed to them in the original Agreement (defined below).

WHEREAS, Company, the Funds and the Underwriter are parties to a Fund Participation Agreement dated February 1, 2002, as amended (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement to provide for the Company to use the Variable Insurance Portfolio-II class of shares as investment vehicles for the Variable Insurance Products offered by the Company; and

WHEREAS, the parties desire to amend certain provisions and Schedules of the Agreement.

NOW THEREFORE, the parties do hereby agree as follows:

1. A new Section 1.3 of the Participation Agreement is added as follows:

“1.3 If the net asset value is materially incorrect through no fault of the Company, the Company on behalf of each Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value in accordance with Fund procedures and SEC guidelines. Any material error in the calculation of the net asset value, income dividend or capital gain information shall be reported by the Fund or its designee to the Company promptly upon discovery. Additionally, the Company shall be entitled to reimbursement from the Fund or the Underwriter for any expenses incurred by the Company in correcting an Account or Contract records or in adjusting proceeds paid to Contract owners who have redeemed or reallocated interests under their Contracts pursuant to Schedule E attached.”

2. Section 2.3 of the Participation Agreement is deleted in its entirety and replaced with the following:

“2.3 The X. Xxxx Price Equity Series, Inc. and the X. Xxxx Price Fixed Income Series, Inc. currently are authorized to issue a class of shares with respect to which such Fund has adopted a plan for purposes of paying for certain services under Rule 12b-1 of the 1940 Act. To the extent that another Fund decides to finance certain expenses pursuant to Rule 12b-1, the Fund will undertake to have the Board, a majority of whom are not interested persons of the Fund, formulate

and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance such expenses.”

3. Section 5.1 of the Participation Agreement is deleted in its entirety and replaced with the following:

“5.1 The Underwriter shall pay a fee to the Company or to the underwriter for the Contracts pursuant to Rule 12b-1 to finance personal services expenses as set forth in the Letter Agreement entered into between the Company and the Underwriter dated November 30, 2011.”

4. Schedule A is hereby replaced with the attached Schedule A.

5. Schedule C is hereby replaced with the attached Schedule C.

6. All other terms and provisions of the Agreement are not amended herein shall remain in full force and effect.

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

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By its Authorized Officer						FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By its Authorized Officer
By:		/s/ Xxx Xxxxxxxxxxxx				By:		/s/ Xxxxx Xxxx
Name:		Xxx Xxxxxxxxxxxx				Name:		Xxxxx Xxxx
Title:		Senior Vice-President				Title:		Vice President
Date:		12/12/11				Date:
X. XXXX PRICE EQUITY SERIES, INC. By its Authorized Officer						X. XXXX PRICE FIXED INCOME SERIES, INC. By its Authorized Officer
By:		/s/ Xxxxx Xxxxxxxxxxx				By:		/s/ Xxxxx Xxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxx				Name:		Xxxxx Xxxxxxxxxxx
Title:		Vice President				Title:		Vice President
Date:		11/30/11				Date:		11/30/11

2

X. XXXX PRICE INTERNATIONAL SERIES, INC. By its Authorized Officer						X. XXXX PRICE INVESTMENT SERVICES, INC. By its Authorized Officer
By:		/s/ Xxxxx Xxxxxxxxxxx				By:		/s/ Xxxx Xxxxxxx-Xxxx
Name:		Xxxxx Xxxxxxxxxxx				Name:		Xxxx Xxxxxxx-Xxxx
Title:		Vice President				Title:		Vice President
Date:		11/30/11				Date:		11/30/11

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SCHEDULE A

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

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SCHEDULE C

EXPENSES

The Fund and/or the Underwriter and/or Adviser, and Company

will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Fund’s share of the total costs determined according to the number of pages of the Fund’s respective portions of the documents. The Company in seeking reimbursement for such costs shall submit an invoice showing the allocation of the Fund’s share of the total costs, and the methodology by which such allocation was calculated.

Item		Function		Party Responsible for Coordination		Party Responsible for Expense
Fund Prospectus (Statutory and Summary Prospectuses)		Printing of prospectuses, or compiling of electronic prospectus, if needed in the future		Company		Fund or Underwriter, as applicable
		Fund, Underwriter or Adviser shall supply Company with such- numbers of the Designated Portfolio(s) prospectus(es) as Company shall reasonably request		Company		Fund or Underwriter, as applicable
		Distribution to New and Inforce Clients		Company		Company
		Distribution to Prospective Clients		Company		Company
		Distribution to Clients in connection with initial rollout of Fund in connection with the Contracts		Company		Fundor Underwriter, as applicable
Fund Prospectus Update (Statutory and Summary Prospectuses) Update & Distribution		If Required by Fund, Underwriter or Adviser		Fund, Underwriter or Adviser		Fund or Underwriter, as applicable
		If Required by		Company		Company

C-1

		Company
Fund SAI		Printing		Fund, Underwriter or Adviser		Fund or Underwriter, as applicable
		Distribution		Company		Company
Proxy Material for Fund		Printing if proxy required by Law		Fund, Underwriter or Adviser		Fund or Underwriter
		Distribution (including labor) if proxy required by Law		Company		Fund or Underwriter
		Printing & distribution if required by Company		Company		Company
Fund Annual & Semi- Annual Report		Printing of reports		Company		Fund or Underwriter
		Distribution		Company		Company
Other communication to New and Prospective clients		If Required by the Fund, Underwriter or Adviser		Company		Fund or Underwriter, as applicable
		If Required by Company		Company		Company
Other communication to inforce		Distribution (including labor and printing) if required by the Fund, Underwriter or Adviser		Company		Fund or Underwriter, as applicable
		Distribution (including labor and printing) if required by Company		Company		Company
Substitution Orders		Application for, and implementation of (including necessary printing and mailings), substitution orders required as a result of Fund action		Company		Fund or Underwriter
Operations of the		All operations and		Fund, Underwriter		Fund or

C-2

Fund related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan Underwriter

C-3

SCHEDULE E

Compensating for Contract Owner Losses Caused by Pricing, Income, Dividend and Capital Gains Distribution Errors.

 In the event the Fund provides a materially incorrect price for the Fund, or provides incorrect income, dividend or capital gains distribution information for the Fund, through no fault of the Company, the Underwriter will adjust the Account with the Fund on a net basis to correct the shares in the account. The materiality of an incorrect price will be determined with reference to applicable SEC guidance. If the Company adjusts the underlying Contract owners’ accounts, those accounts with gains shall be used to offset those accounts with losses, including those Contract owners who received underpaid distributions (“Contract owner Adjustments”). After the Contract owner Adjustments, the Company will identify those Contract owners who received distributions or made exchanges into other investment options during the time period affected by the incorrect price or the incorrect dividend or distribution information. The Company will then notify the Underwriter of the amount of losses suffered as a result of (i) for an overstated price or overstated income, dividend or capital gains distributions, Contract owners whose accounts had a loss that could not be offset by the overpayments (gains) made to Contract owners who took distributions; or (ii) for an understated price or understated dividends or distributions, Contract owners who received underpaid distributions that could not be offset by gains in other Contract owner accounts; or (iii) for exchanges into other investment options, Contract owners whose accounts had a loss due to the adjustment in the other investment option (caused by market fluctuation of the other investment option) and such loss cannot be offset by the gains received by Contract owners who exchanged into other investment options where such fluctuation caused a gain. Upon receipt of appropriate documentation verifying such losses, the Underwriter shall reimburse the Account with the appropriate number of additional shares. Should the Company fail to collect overpayments made to those Contract owners who received distributions with a gain, the Company agrees to subrogate its claim against such Contract owner to the Fund, the Underwriter or its affiliate. Any net gains calculated after Contract owner Adjustments will be returned by the Company to the Underwriter.

Compensating the Company for its Expenses Incurred as a Result of Pricing, Income, Dividend or Capital Gains Distribution Errors.     Set forth below is the criteria that must be met before the Underwriter will reimburse the Company for expenses incurred due to pricing, income, dividend or capital gains distribution errors:

• The Company must provide a full accounting of expenses;

• A $5,000 cap will be imposed on each occurrence;

• Expenses may include payroll overtime, system fees, postage and stationery (if separate mailing is required);

• The Company must use its best efforts to mitigate all expenses which may be reimbursable; and

• Expenses and payroll overtime shall not include any time spent customizing the Company’s systems to correct the error.

E-1