0001193125-11-356365 Sample Contracts

PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST, PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY In Connection With The Variable Annuity -1 Series Accounts
Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co. • Massachusetts

THIS AGREEMENT, made and entered into as of this 31st day of March, 2010, among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, (“GWL&A”), a Colorado life insurance company, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), a New York life insurance company, 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 First GWL&A shall each be defined as the “Company”.

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FUND PARTICIPATION AGREEMENT Among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, Maxim Series Fund, Inc. GW Capital Management, LLC, and GWFS Equities, Inc.
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co. • Colorado

THIS AGREEMENT (this “Agreement”) made and entered into as of this day of , 2011 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 accounts identified on Schedule A attached hereto and incorporated herein be reference, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter “FGWL&A”), a New York life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A, Maxim Series Fund, Inc., a corporation organized under the laws of Maryland (hereinafter the “Fund”), GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (hereinafter the “Adviser”), a limited liability company organized under the laws of Colorado, and GWFS Equities, Inc., a corporation organized under the laws of Delaware (hereinafter the “Distributor”). GWL&A and FGWLA are collectively referred to herein as “Insurer” and the separate accounts ide

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 14th day of November, 2011, by and among Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P. and Great-West Life & Annuity Insurance Company (“Great-West”) ( collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 8th day of November, 2011, by and among The Alger American Fund, Fred Alger Management, Inc., Fred Alger & Company, Incorporated and Great-West Life & Annuity Insurance Company (“Great-West”) ( collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 8th day of November, 2011, by and among Janus Aspen Series (the “Fund”), Janus Capital Management LLC (the “Adviser”) and Great-West Life & Annuity Insurance Company (“Company”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT AGREEMENT is made as of this 3rd day of October, 2011, by and among Lazard Retirement Series, Inc., Lazard Asset Management Securities, LLC, Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 30th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 31st day of October, 2011, by and among PIMCO Variable Insurance Trust (“PVIT”), Pacific Investment Management Company LLC (“PIMCO”), PIMCO Investments LLC (“PI”) and Great-West Life & Annuity Insurance Company (“Great-West”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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