0001075796-07-000004 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and GREAT WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • April 30th, 2007 • Coli Vul 2 Series Account • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 26th day of October, 2006 by and among Great-West Life & Annuity Insurance Company, (hereinafter the "Company"), a Colorado corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

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SEC RULE 22c-2 AMENDMENT
Sec Rule 22c-2 Amendment • April 30th, 2007 • Coli Vul 2 Series Account

THIS Rule 22c-2 Amendment is made and entered into this [date] by and between GWFS Equities, Inc. and/or its affiliates herein referred to as (“GWFS” or “Intermediary”), and ________________________________________, including your principal underwriter and transfer agent (herein collectively referred to as “Fund Company”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 30th, 2007 • Coli Vul 2 Series Account • Colorado

THIS AGREEMENT, made and entered into as of this ____ day of September, 2005 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter "GWL&A"), a Colorado life insurance company, on its own behalf and on behalf of its Separate Account COLI VUL 2 Series Account (the "Account"); ROYCE CAPITAL FUND, a business trust organized under the laws of Delaware (hereinafter the "Fund"); and ROYCE & ASSOCIATES, LLC (hereinafter the "Adviser"), a limited liability company organized under the laws of Delaware.

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