COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York Sample Contracts

PARTICIPATION AGREEMENT Among VANGUARD VARIABLE INSURANCE FUND and THE VANGUARD GROUP, INC. and VANGUARD MARKETING CORPORATION and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • May 3rd, 2021 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Colorado

THIS AGREEMENT, made and entered into as of the 31st day of August, 2001, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter the “Company”), a Colorado corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

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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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • May 3rd, 2021 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Colorado

This DISTRIBUTION AGREEMENT by and between GREAT-WEST LIFE & ANNUITY INSURANCE OF NEW YORK (“Insurer”), a life insurance company organized and existing under the laws of New York, on its behalf and on behalf of each separate account identified in Schedule 1 hereto (the “Separate Accounts”), and INVESTMENT DISTRIBUTORS, INC. (“Distributor”), a corporation organized and existing under the laws of the State of Tennessee, is entered into this 5th day of October, 2020.

UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2007 • COLI VUL-2 Series Account of First Great-West Life & Annuity Insurance CO • Colorado

THIS UNDERWRITING AGREEMENT made this 11th day of June, 2007, by and between GWFS Equities, Inc., a Delaware corporation (the “Underwriter”), and First Great-West Life & Annuity Insurance Company (the “Insurance Company”), on its own behalf and on behalf of COLI VUL-2 Series Account of First Great-West Life & Annuity Insurance Company (the “Series Account”), as follows:

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 • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • 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

Amendment to Participation Agreement Among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Company of New York, PIMCO Variable Insurance Trust, Pacific Investment Management Company LLC, and PIMCO Investments LLC
Participation Agreement • April 28th, 2023 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (collectively, the “Company”), on its behalf and on behalf of certain Separate Accounts of the Company, PIMCO Variable Insurance Trust (the “Trust”), and Pacific Investment Management Company LLC (the “Adviser”), and PIMCO Investments LLC (the “Distributor”), have previously entered into a Participation Agreement dated March 1, 2004, as amended (the “Agreement”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT Regarding RULE 498A And FUND DISCLOSURE DOCUMENTS
Fund Participation Agreement • April 28th, 2023 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (collectively the “Company”), Legg Mason Partners Variable Equity Trust and Legg Mason Partners Variable Income Trust (each a “Fund”, collectively the “Funds”), Legg Mason Partners Advisor, LLC (the “Advisor”), and Franklin Distributors, LLC, (the “Distributor”), entered into a certain Participation Agreement dated May 20, 2014, as amended (the “Fund Participation Agreement”). This Amendment (the “Amendment”) to the Fund Participation Agreement is entered into as of March 15, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Fund Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Distributor (collectively, the “Parties”).

PARTICIPATION AGREEMENT Among and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • 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”).

FUND PARTICIPATION AGREEMENT Among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II and MFS FUND DISTRIBUTORS, INC.
Fund Participation Agreement • May 1st, 2017 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Massachusetts

THIS AGREEMENT (this “Agreement”) made and entered into as of this 1st day of April, 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, MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (“Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (“Trust II”) (Trust I and Trust II collectively referred to hereinafter as the “Fund” or the “Trusts”), and MFS Fund Distributors, 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 identified on Sch

FUND PARTICIPATION AGREEMENT Among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK EATON VANCE VARIABLE TRUST and EATON VANCE DISTRIBUTORS, INC.
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Delaware

THIS FUND PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of this 28TH day of April, 2016 (the “Effective Date”) 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 account(s) listed on Schedule B attached hereto (the “GWL&A Account(s)”); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (hereinafter “GWL&ANY”), a New York life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B (the “GWL&ANY Account(s)”); (the GWL&A Account(s) and the GWL&ANY Account(s) may be referred to herein individually, or collectively as the “Accounts”) (GWL&A and GWL&ANY may be referred to herein individually, each as an “Insurance Party,” or collectively as the “Insurance Parties”); EATON VANCE VARIABLE TRUST (the “Trust”), a Massachusetts business trust, on its behalf and on behalf of each separate investment series thereof,

REINSURANCE AGREEMENT Between GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (referred to as the Ceding Company) and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (referred to as the Reinsurer)
Reinsurance Agreement • December 26th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • New York

THIS REINSURANCE AGREEMENT (the “Agreement”), is made and entered into on June 3, 2019 and effective as of the Effective Time by and between Great-West Life & Annuity Insurance Company of New York, a New York-domiciled life insurance company (the “Ceding Company”), and Protective Life and Annuity Insurance Company, an Alabama- domiciled life insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party.”

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Institutional and Service Shares)
Janus Aspen Series • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Colorado

THIS AGREEMENT (the “Agreement”) is made this 1st day of December, 2015 (the “Effective Date”), between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), Janus Distributors LLC, a Delaware limited liability company (the “Distributor”), and Great-West Life & Annuity Insurance Company, a life insurance company organized under the laws of the state of Colorado (“GWL&A”) and Great-West Life & Annuity Insurance Company of New York, a life insurance company organized under the laws of the state of New York (“GWLA&NY”) (collectively 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”) (each a “Party” and collectively the “Parties”).

AGREEMENT
Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

AGREEMENT effective as of November 1, 1999, by and between the Great-West Life & Annuity Insurance Company (the “Insurance Company”), a Colorado corporation, on its behalf and on behalf of the separate accounts listed on Schedule A attached hereto (the “Accounts”), and Maxim Series Fund, Inc. (the “Fund”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the 21th day of August, 2013, by and among Lord Abbett Series Fund, Inc. (the “Fund”) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio”) and collectively, the “Portfolios”), Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”), Great-West Life & Annuity Insurance Company (“Great-West”), a life insurance company organized under the laws of the State of Colorado, on behalf of itself and its separate account listed on attached Schedule A, and Great-West Life & Annuity Insurance Company of New York, formerly known as First Great-West Life & Annuity Company (“Great-West of New York”), a life insurance company organized under the laws of the State of New York, on behalf of itself and its separate account listed on attached Schedule A (collectivel

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

This Amendment to Participation Agreement (the “Agreement”), made and entered into this 17th day of March, 2014 by and among Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (“GWL&A-NY”) (collectively the “Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. (collectively, the “Funds”) and T. Rowe Price Investment Services, Inc. (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).

AMENDMENT No. 3 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 3rd day of April, 2014, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, (“GWL&A-NY” and together with GWL&A, “Insurance Company”) and AMERICAN FUNDS INSURANCE SERIES (the “Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”) a corporation organized under the laws of the State of Delaware, (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement (defined below).

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 16th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), DAVIS VARIABLE ACCOUNT FUND, INC. (the “Fund”), DAVIS SELECTED ADVISERS, L.P. (the “Adviser”), DAVIS DISTRIBUTORS, LLC (the “Distributor”), collectively the Parties, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A-NY”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT, made and entered into as of the first day of April, 2017, is to the Participation Agreement dated April 1, 2011, by and among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (f/k/a First Great-West Life & Annuity Insurance Company), MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Fund Distributors, Inc., as amended (the “Participation Agreement”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

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).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT, made and entered into this 22 day of July, 2013 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (“GWLA”), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, a New York life insurance company (“GWLA-NY), (GWLA and GWLA-NY are collectively referred to as the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein, collectively the Parties.

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT is effective this 10th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A-NY”); and DWS VARIABLE SERIES I, DWS VARIABLE SERIES II, and DWS INVESTMENTS VIT FUNDS (collectively, the “Funds”); DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the “Adviser”); and DWS INVESTMENTS DISTRIBUTORS, INC. (the “Distributor”), collectively the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

THIRD AMENDMENT TO FUND PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

This Third Amendment to Fund Participation Agreement (the “Amendment”) is entered into as of April 17, 2015, by and among Lord Abbett Series Fund, Inc. (the “Fund”), Lord Abbett Distributor LLC (the “Distributor”), Great-West Life & Annuity Insurance Company (“Great-West”) and Great-West Life & Annuity Insurance Company of New York (“Great-West NY”) (Great West and Great West NY collectively referred to as “Company”) (each a “Party” and collectively the “Parties”).

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EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT is made effective this 1st day of November, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), DREYFUS INVESTMENT PORTFOLIOS, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., DREYFUS STOCK INDEX FUND, INC. and DREYFUS VARIABLE INVESTMENT FUND (the “Funds”), collectively the “Parties”. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

This Second Amendment to Fund Participation Agreement (the “Amendment”) is entered into as of April 1, 2014, by and among Lord Abbett Series Fund, Inc. (the “Fund”), Lord Abbett Distributor LLC (the “Distributor”), Great-West Life & Annuity Insurance Company (“Great-West”) and Great-West Life & Annuity Insurance Company of New York (formerly First Great-West Life & Annuity) (“Great-West NY”) (Great West and Great West NY collectively referred to as “Company”) (each a “Party” and collectively the “Parties”).

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT, effective October 1, 2009, by and among, VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK SECURITIES CORPORATION, VAN ECK ASSOCIATES CORPORATION, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”) and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 20th day of Nov, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”); FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), DWS VARIABLE SERIES I, DWS VARIABLE SERIES II, DWS INVESTMENTS VIT FUNDS (collectively, the “Funds”); DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the “Adviser”); and DWS INVESTMENTS DISTRIBUTORS, INC. (formerly DWS Scudder Distributors, Inc.) (the “Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York • Colorado

THIS FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the 8 day of September, 2011, by and between Lord Abbett Series Fund, Inc. (the “Fund”) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio”) and collectively, the “Portfolios”) Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”), Great-West Life & Annuity Insurance Company (“Great-West”), a life insurance company organized under the laws of the State of Colorado, on behalf of itself and its separate account listed on attached Schedule A, and First Great-West Life & Annuity Company (“First Great-West”), a life insurance company organized under the laws of the State of New York, on behalf of itself and its separate account listed on attached Schedule A (collectively the “Company

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 23rd day of March, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”) and Maxim Series Fund (the “Fund”), 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 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 13th day of April, 2015, by and among Great-West Life & Annuity Insurance Company (“GWL&A”) Great-West Life & Annuity Insurance Company of New York (formerly known as First Great-West Life & Annuity Insurance Company) (collectively, the “Company”) JPMorgan Insurance Trust (the “Trust”), the Trust’s investment advisors, JPMorgan Investment Advisors Inc. and J.P. Morgan Investment Management Inc. (the “Advisers”, and the Trust’s administrator, JPMorgan Funds Management, Inc. (the “Administrator”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

This Amendment to Participation Agreement (the “Agreement”), made and entered into this 29th day of August, 2013 by and among Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (GWL&A-NY”), formerly known as First Great-West Life & Annuity Insurance Company (collectively the “Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. (collectively, the “Funds”) and T. Rowe Price Investment Services, Inc. (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 29th day of October 2008 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), DAVIS VARIABLE ACCOUNT FUND, INC. (the “Fund”), DAVIS SELECTED ADVISERS, L.P. (the “Adviser”), and DAVIS DISTRIBUTORS, LLC. (the “Distributor”), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

This Fund Participation Agreement (the “Agreement”), effective as of 24th day of April, 2009, is made by and among Great-West Life & Annuity Insurance Company (“GWL&A”), First Great-West Life & Annuity Insurance Company (“First GWL&A”), (collectively, the “Company”), JPMorgan Insurance Trust (the Trust”), the Trust’s investment advisors, JPMorgan Investment Advisors Inc. and J. P. Morgan Investment Management Inc. (the “Advisers”), and the Trust’s administrator, JPMorgan Funds Management, Inc. (the “Administrator”).

AMENDMENT No. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 28th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A-NY”), AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporate organized under the laws of the State of Delaware, (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

AMENDMENT NO. 3 TO SERVICE AGREEMENT
Service Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS AMENDMENT NO. 3 (“Amendment”) is made and entered into this 28th day of August, 2014 and amends that certain Service Agreement (the “Agreement”) dated October 11, 2007 by and among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (formerly First Great-West Life & Annuity Insurance Company) and Van Eck Securities Corporation, as amended May 1, 2009 and October 1, 2009.

SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2019 • COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York

THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of May, 2015, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the “Adviser”), AMERICAN CENTURY INVESTMENT SERVICES, INC. (the “Distributor), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A-NY”), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).

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