0001075796-10-000020 Sample Contracts

FUND PARTICIPATION AGREEMENT Great-West Life & Annuity Insurance Company First Great-West Life & Annuity Insurance Company Columbia Funds Variable Insurance Trust Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. April 30, 2009
Fund Participation Agreement • April 16th, 2010 • Coli Vul 2 Series Account • Massachusetts

THIS AGREEMENT, made and entered into as of this 30th day of April, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), a Colorado life insurance company, on its own behalf and on behalf of its separate accounts listed on Schedule A (the “ GWL&A Accounts”) FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), a New York life insurance company, on its own behalf and on behalf of its separate accounts listed on Schedule A (the “First GWL&A Accounts”)(GWL&A and First GWL&A may be referred to herein individually or collectively as the “Company”); COLUMBIA FUNDS VARIABLE INSURANCE TRUST, an open-end management investment company organized under the laws of Massachusetts (the “Fund”); COLUMBIA MANAGEMENT ADVISORS, LLC (the “Adviser”), a Delaware limited liability company; and COLUMBIA MANAGEMENT DISTRIBUTORS, INC. (the “Distributor”), a Massachusetts corporation.

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SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 16th, 2010 • Coli Vul 2 Series Account

WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), THE ALGER AMERICAN FUND (the “Fund”), FRED ALGER MANAGEMENT, INC. (the “Adviser”), and FRED ALGER & COMPANY, INCORPORATED (the “Distributor”), collectively the Parties, entered into a Fund Participation Agreement dated September 13, 1999, as amended on August 17, 2006 (the “Agreement”); and

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 16th, 2010 • Coli Vul 2 Series Account

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of May, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), ROYCE CAPITAL FUND (the “Fund”), ROYCE AND ASSOCIATES, LLC (the “Adviser”), collectively the Parties, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

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