0001639105-15-000004 Sample Contracts

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 • October 7th, 2015 • Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Company) • Colorado

THIS AGREEMENT (this “Agreement”) effective this 15th day of December, 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 FGWL&A are collectively referred to herein as “Insurer” and the separate accounts identif

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UNDERWRITING AGREEMENT
Underwriting Agreement • October 7th, 2015 • Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Company) • Colorado

THIS UNDERWRITING AGREEMENT is entered into this 8th day of July, 2015 (the “Effective Date”) by and between Great-West Life & Annuity Insurance Company, an insurance company organized under the laws of Colorado (“GWL&A”), Great-West Life & Annuity Insurance Company of New York, an insurance company organized under the laws of New York (“GWL&ANY”) (collectively, the “Insurance Company”), on their own behalf and on behalf of the Variable Annuity-8 Series Account of Great-West Life & Annuity Insurance Company and the Variable Annuity-8 Series Account of Great-West Life & Annuity Insurance Company of New York (collectively, the “Series Account”), and GWFS Equities, Inc. (the “Underwriter”) (each a “Party” and collectively the “Parties”).

FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 7th, 2015 • Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Company)

THIS FIRST AMENDMENT (the “Amendment”) to the Fund Participation Agreement is made as of this 8th day of July, 2015 (the “Effective Date”), by and between Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (formerly First Great-West Life & Annuity Insurance Company) (“GWL&ANY”), Great-West Funds, Inc. (formerly Maxim Series Fund, Inc.) (the “Fund”), Great-West Capital Management, LLC (formerly GW Capital Management, LLC) (the “Adviser”), and GWFS Equities, Inc. (the “Distributor”) (each a “Party” and collectively the “Parties”).

Group Fixed and Variable Deferred Annuity Contract
Group Fixed and Variable Deferred Annuity Contract • October 7th, 2015 • Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Company)

This group fixed and variable deferred annuity (the “Contract”) is established as a means of providing for retirement for Plan Participants and the support of the beneficiaries of such Plan Participants.

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