0001104659-24-049913 Sample Contracts

PARTICIPATION AGREEMENT Great-West Life & Annuity Insurance Company Great-West Life & Annuity Insurance Company of New York
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account • Delaware

This Participation Agreement (“Agreement”), dated as of the 14th day of April, 2015 (the “Effective Date”), is made by and between GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (collectively the “Company”), on behalf of itself and each of the separate accounts identified on Exhibit A, which is attached hereto, as the parties hereto may amend from time to time (“Variable Accounts”), WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).

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Amendment To Participation Agreement among
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Complete Portfolio Holdings from the Shareholder Reports Containing a Summary Schedule of Investments (the “Complete Portfolio Hold- ings”) [Rule 30e-3(b)(1)(iii)]; and

Amendment to Fund Participation Agreement
Fund Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

This Amendment (the “Amendment”), by and among Lincoln Variable Insurance Products Trust, a Delaware statutory trust (“Trust”), on its behalf and on behalf of its investment series set forth in Exhibit A (each, a “Fund”), Empower Annuity Insurance Company of America (formerly Great-West Life & Annuity Insurance Company) and Empower Life & Annuity Insurance Company of New York (formerly Great-West Life & Annuity Insurance Company of New York formerly, First-Great West Life & Annuity Insurance Company) (“Company”), is effective as of May 1, 2023 (the “Effective Date”).

Amendment to Fund Participation Agreement
Fund Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

This Amendment (the “Amendment”), by and among Lincoln Variable Insurance Products Trust, a Delaware statutory trust (“Trust”), on its behalf and on behalf of its investment series set forth in Exhibit A (each, a “Fund”), Lincoln Financial Investments, a Tennessee corporation (“Adviser”), Lincoln Financial Distributors, Inc., a Connecticut corporation (“Distributor”) and Empower Annuity Insurance Company of America (formerly Great-West Life & Annuity Insurance Company) and Empower Life & Annuity Insurance Company of New York (formerly Great-West Life & Annuity Insurance Company of New York formerly) (“Company”), is effective as of April 29, 2024 (the “Effective Date”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

This Amendment To Participation Agreement (“Amendment”) is made and entered into this day of _November 30_____, 2023 by and among Ivy Variable Insurance Portfolios (“Ivy VIP”), Delaware Distributors, L.P. (“DDLP”), Empower Annuity Insurance Company of America (formerly Great-West Life & Annuity Insurance Company) (“GWLA”), Empower Life & Annuity Insurance Company of New York (formerly Great-West Life & Annuity Insurance Company of New York) (“GWLANY”, and together with GWLA, “Company”), and Empower Financial Services, Inc. (formerly GWFS Equities, Inc.) (“GWFS”).

SECOND AMENDMENT PARTICIPATION AGREEMENT Great-West Life & Annuity Insurance Company Great-West Life & Annuity Insurance Company of New York
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

THIS FIRST AMENDMENT (“Amendment”) to the Participation Agreement is made and entered into this 18th day of March 2016 by and between GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (collectively the “Company”), on behalf of itself and each of the separate accounts identified on Exhibit A and WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”) (each a “Party” and collectively, the “Parties”).

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

WHEREAS, Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (collectively the “Company”), GWFS Equities, Inc. (“GWFS”), Waddell & Reed, Inc. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and Ivy Funds Variable Insurance Portfolios (the “Ivy Funds VIP”) entered into said Participation Agreement dated April 14, 2015, as amended, (the “Agreement”); and

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York and GWFS Equities, Inc. (collectively referred to herein as the “Company”), Federated Hermes Insurance Series (the “Investment Company”) and Federated Securities Corp. (the “Distributor”) entered into a certain participation agreement dated March 3, 2012 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of March 22, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Investment Company and the Distributor (collectively, the “Parties”).

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

WHEREAS, Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (collectively the “Company”), GWFS Equities, Inc. (“GWFS”), Ivy Distributors, Inc. (“IDI”) and Ivy Variable Insurance Portfolios (“Ivy VIP”) entered into said Participation Agreement dated April 14, 2015, as amended (the “Agreement”); and

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (collectively “Company”), WADDELL & REED, INC. (“W&R”), distributor for the Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”) entered into a Participation Agreement dated April 14, 2015 (the “Agreement”); and

Amendment to Participation Agreement As of May 3, 2004 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Great West Life & Annuity Insurance Company
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”) and Great West Life & Annuity Insurance Company (“you”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Great-West Life & Annuity Insurance Company of New York (the “Company”), Lord Abbett Series Trust (the “Fund”), a Maryland corporation, and Lord Abbett Distributors LLC (the “Distributor”), a New York limited liability company, entered into a certain participation agreement (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of April 28, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively

Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Great West Life & Annuity Insurance Company First Great West Life & Annuity Insurance Company GWFS Equities, Inc.
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Great West Life & Annuity Insurance Company and First Great West Life & Annuity Insurance Company (together the "Company" or "you"), and GWFS Equities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May I, 2000, as amended (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment").

Second Amendment to Fund Participation Agreement
Fund Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

This Second Amendment (the "Amendment"), executed as of April 5, 2016 and effective as of April 5, 2016 (the "Effective Date") to the Fund"' Participation Agreement, dates of May 1, 2014 (the "Agreement"), is entered into by and between BlackRock Variable Series Funds, Inc. (the "Fund"), BlackRock Investments, LLC ("BAIL"), Great-West Life & Annuity Insurance Company ("GWL&A") and Great-West Life & Annuity Insurance Company of New York (together with GWL&A, the "Company") (collectively, the "Parties").

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

This AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT (“Amendment”) is made and entered into this day of [August 30], 2023 by and among AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. (the “Fund”), AMERICAN CENTURY INVESTMENT SERVICES, INC (the “Distributor”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the “Adviser”, and together with the Distributor and the Fund, “American Century”), and Empower Annuity Insurance Company of America (formerly Great-West Life & Annuity Insurance Company) (“GWL&A”), on its own behalf and on behalf of its separate accounts described in Schedule A (the “Accounts”) of the Participation Agreement.

FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

THIS FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT (“Amendment”) is by and between Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company (collectively, “Insurer”), GWFS Equities, Inc., Federated Insurance Series (“Investment Company”) and Federated Securities Corp. (“Distributor”).

Amendment No. 10 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Participation Agreement • April 22nd, 2024 • Variable Annuity-2 Series Account

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we,'· "our," or "us·'), Great­ West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York and GWFS Equities, Inc., your distributor (collectively, the "Company" "you" or "your"), on your behalf and on behalf of certain Accounts, (individually a "Party", collectively, the "Parties") have previously entered into a Participation Agreement dated May 1, 2000 and amended as of the same date, and subsequently amended as of May 3, 2004, May 1, 2006, June 5, 2007, May 1, 2008, April 30, 2010, August 16, 2010, May 1, 2014, August 1, 2014, December 5, 2014, and further modified by an Addendum dated as of May 1, 2011 (the "Agreement'·). The Parties now desire to amend the Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning i

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