0001402449-07-000004 Sample Contracts

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 24th day of October, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“Trust”), NEUBERGER BERMAN MANAGEMENT INC. (“NBMI”) (GWL&A, the Trust and NBMI 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 Agreement (defined below).

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AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 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 GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company ("G-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:

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 26th day of November, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), INSURANCE SERIES (the “Fund”), FEDERATED SECURITIES CORP. (the “Distributor), 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).

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

The Participation Agreement (the "Agreement"), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust, AIM Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company ("G-WL&A"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as 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:

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 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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