FIFTH AMENDMENT TO PARTICIPATION AGREEMENT

FIFTH AMENDMENT TO PARTICIPATION AGREEMENT

THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 18^th day of Nov, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the “Adviser”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (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 Adviser and the Distributor are parties to a Participation Agreement dated September 14, 1999, and amended April 20, 2000, May 1, 2002, April 26, 2005 and September 17, 2007 (the “Agreement”); and

WHEREAS, the Parties to the Agreement desire to add additional separate accounts to the list of separate accounts subject to this Agreement; 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;

WHEREAS, The Parties desire and agree to amend the Agreement by adding additional fund options; and

WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B 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” shall now include the COLI VUL Series Account 1 (First GWL&A).

2. All references to the “GWL&A Account” shall now include the 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. Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment.

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5. GWL&A and First GWL&A agree that each has registered or will register certain variable life insurance and variable annuity contracts under the 1933 Act, unless such contracts are exempt from registration thereunder.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 18^th day of Nov, 2008.

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

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

By its authorized officer,
By:		/s/ Xxxx X. Xxxxx

Name:		Xxxx X. Xxxxx
Title:		Vice President
Date:		1/8/09

AMERICAN CENTURY INVESTMENT SERVICES, INC.

By its authorized officer,
By:		/s/ Xxxxx X. Xxxxxxx

Name:		Xxxxx X. Xxxxxxx
Title:		Vice President
Date:		12/5/08

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SCHEDULE A

Contracts		Form Number		Account
Individual Flexible Premium		J355		COLI VUL-2 GWLA
Variable Universal Life		J355(NY)		COLI VUL-2 (NY) FGWL
		J500		COLI VUL-4 GWLA
		J500 (NY)		COLI VUL-4 (NY) FGWL
		PPVUL		COLI VUL-7 GWLA
		PPVUL - NY		COLI VUL-1 (NY) FGWL
Group Tax Deferred Annuity		GTDAMF92 Vol		FutureFunds
		GTDAMF92 ER		FutureFunds

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SCHEDULE B

Designated Portfolios (offered either directly or indirectly to the Accounts)

				Admin. Serv.
Name of Portfolio		Available Class		Reimb. Fees
American Century VP Capital Appreciation		Class I		30 bps
American Century VP Balanced		Class I		30 bps
American Century VP International		Class I		30 bps
American Century VP Value		Class I		30 bps
American Century VP Income & Growth		Class I		30 bps
American Century VP Ultra		Class I		30 bps
American Century VP Vista		Class I		30 bps
American Century VP Inflation Protection		Class I		5 bps
American Century VP Large Company Value		Class I		30 bps
American Century VP Mid Cap Value		Class I		30 bps

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