SECOND AMENDMENT TO PARTICIPATION AGREEMENT

SECOND AMENDMENT TO PARTICIPATION AGREEMENT

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as ofthis lIth day of January, 2008, among FIRST GREAT-WEST LIFE & ANNUI TY INSURANCE COMPANY ("FGWL&A"), DELAWARE VIP TRUST ("Fund"), DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust ("Adviser"), and DELAWARE DISTRIBUTORS, L.P. ("Distributor"), (collectively, the "Parties"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, FGWL&A, Fund, Adviser, and Distributor are parties to a Participation Agreement dated June 2, 2003, as amended (the "Agreement"); and

WHEREAS, the Parties to the Agreement desire to add an additional contract under the terms of the Agreement; and

WHEREAS, the Parties desire and agree to amend the Agreement by deleting Schedule A of the Agreement and replacing it with the revised 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. Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment.

[Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 11 ^{th day of January , 2008.}

FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By:	/s/ Xxxxx Xxxxxxxx
Name:	Xxxxx Xxxxxxxx
Title:	Vice President
Date:	Feb 5, 08
DELAWARE VIP TRUST
By its authorized officer,
By:	/s/ Xxxxxxx X. Xxxxx
Name:	Xxxxxxx X. Xxxxx
Title:	President
Date:	January 11, 2008
DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust
By its authorized officer,
By:	/s/ Xxxx X. X. Xxxxxxxx
Name:	Xxxx X. X. Xxxxxxxx
Title:	Executive Vice President
	Global Marketing and Client Services
Date:	January 11, 2008
DELAWARE DISTRIBUTORS, L.P.
By its authorized officer,
By:	/s/ Xxxxxxx X. Xxxxxxxx
Name:	Xxxxxxx X. Xxxxxxxx
Title:	Senior Vice President
Date:	January 11, 2008

SCHEDULE A

Contracts	Fonn Numbers
Xxxxxxx Xxxxxx & Co., Inc. (Schwab Select)	J434NY
Xxxxxxx Xxxxxx & Co., Inc. (Schwab OneSource'O')	J444NY

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