0001075796-08-000016 Sample Contracts

PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP And GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • September 30th, 2008 • Coli Vul 2 Series Account • Massachusetts

THIS AGREEMENT, made and entered into as of this 30th day of April, 2008, among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), a Colorado corporation, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“FGWL&A”), a Colorado corporation, each on its own behalf and on behalf of each of their respective separate account(s) as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PUTNAM VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the "Underwriter"), a Massachusetts limited partnership. GWL&A and FGWL&A shall each be defined as the “Company.”

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AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • September 30th, 2008 • Coli Vul 2 Series Account

This Amendment to the Fund Participation Agreement ("Agreement") dated June 1, 1998, as amended, by and among, Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Trust”), Janus Capital Management LLC, successor-in-interest to Janus Capital Corporation, (the “Adviser”), and Great-West Life & Annuity Insurance Company, a Colorado life insurance company (the “Company”) is effective as of January 31, 2007.

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