0001401960-08-000003 Sample Contracts

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Institutional Shares)
Janus Aspen Series • April 25th, 2008 • COLI VUL-2 Series Account of First Great-West Life & Annuity Insurance CO • Colorado

THIS AGREEMENT is made this 18th day of December, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), Janus Distributors LLC (the “Distributor”), and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a life insurance company organized under the laws of the State of New York (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

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AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • COLI VUL-2 Series Account of First Great-West Life & Annuity Insurance CO

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a New York life insurance company ("FG-WL&A"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and as the principal underwriter of the Contracts ("UNDERWRITER"), is hereby amended as follows:

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