0001193125-12-201051 Sample Contracts

PARTICIPATION AGREEMENT Among and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co. • Maryland

THIS AGREEMENT, made and entered into as of this 1st day of February, 2002 by and among Great-West Life & Annuity Insurance Company (hereinafter referred to as the “Company”), an insurance company organized under the laws of Colorado, 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 account hereinafter referred to as the “Account”); and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Funds”) and T. Rowe Price Investment Services, Inc. (hereinafter referred to as the “Underwriter”), a corporation organized under the laws of Maryland (each a “Party,” and collectively, the “Parties”).

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AMENDMENT NO. 7 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT NO. 7 TO FUND PARTICIPATION AGREEMENT is made as of this 1st day of December, 2011, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. (the “Fund”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the “Adviser”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the “Distributor”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

In the event the Fund provides a materially incorrect price for the Fund, or provides incorrect income, dividend or capital gains distribution information for the Fund, through no fault of the Company, the Underwriter will adjust the Account with the Fund on a net basis to correct the shares in the account. The materiality of an incorrect price will be determined with reference to applicable SEC guidance. If the Company adjusts the underlying Contract owners’ accounts, those accounts with gains shall be used to offset those accounts with losses, including those Contract owners who received underpaid distributions (“Contract owner Adjustments”). After the Contract owner Adjustments, the Company will identify those Contract owners who received distributions or made exchanges into other investment options during the time period affected by the incorrect price or the incorrect dividend or distribution information. The Company will then notify the Underwriter of the amount of losses suffere

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 15th day of November, 2011, by and among The Universal Institutional Funds, Inc. (the “Fund”), Morgan Stanley Investment Management Inc. (the “Adviser”), Morgan Stanley Distribution, Inc. (the “Distributor”) and Great-West Life & Annuity Insurance Company (the “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 • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 28th day of December, 2011, by and among Van Eck VIP Trust (f/k/a Van Eck Worldwide Insurance Trust), Van Eck Securities Corporation, Van Eck Associates Corporation 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 • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this day of , 2011, by and among DWS Variable Series II, DWS Investment Distributors, Inc., Deutsche Investment Management Americas Inc. 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).

THIS AGREEMENT is made and entered into as of the 2nd day of June, 2000 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (the “Company”), a Colorado life insurance company, on its own behalf and on behalf of each separate account of the...
Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co. • New York

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of January, 2012, by and among Great-West Life & Annuity Insurance Company (“GWL&A”), Dreyfus Variable Investment Fund, Dreyfus Investment Portfolios, The Dreyfus Socially Responsive Growth Fund, Inc., Dreyfus Stock Index Fund, Inc. and The Dreyfus Corporation (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 • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT effective April 29, 2011, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), COLUMBIA FUNDS VARIABLE INSURANCE TRUST (the “Fund”), COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (ASSIGNEE OF COLUMBIA MANAGEMENT ADVISORS, LLC) (the “Adviser”), and COLUMBIA MANAGEMENT INVESTMENT DISTIBUTORS, INC. (ASSIGNEE OF COLUMBIA MANAGEMENT DISTRIBUTORS, INC.) (the “Distributor”), (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 • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this day of , 2011, by and among DWS Variable Series I, DWS Investment Distributors, Inc., Deutsche Investment Management Americas Inc. 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).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 1st, 2012 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 10th day of November, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”) and T. ROWE PRICE EQUITY SERIES INC., T. ROWE PRICE FIXED INCOME SERIES, INC., and T. ROWE PRICE INTERNATIONAL SERIES, INC., (collectively, the “Funds”), T. ROWE PRICE INVESTMENT SERVICES, INC., (the “Underwriter”), 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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