Trillium VARIABLE ANNUITY ACCOUNT Sample Contracts

WITNESSETH:
Distribution Agreement • April 29th, 1997 • Canada Life of America Variable Annuity Account 2
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EXHIBIT 8
Canada Life of America Variable Annuity Account 2 • April 29th, 1997 • Michigan
FORM OF SELLING AGREEMENT 2
Selling Agreement • April 29th, 1997 • Canada Life of America Variable Annuity Account 2 • Georgia
UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2009 • Trillium VARIABLE ANNUITY ACCOUNT • Colorado

THIS UNDERWRITING AGREEMENT made this ____ day of _________ , 2009, by and between GWFS Equities, Inc., a Delaware corporation (the “Underwriter”), and Great-West Life & Annuity Insurance Company (the “Insurance Company”), on its own behalf and on behalf of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company (the “Series Account”), as follows:

EXHIBIT 3 (a)
Promotional Agent Distribution Agreement • April 29th, 1997 • Canada Life of America Variable Annuity Account 2 • Michigan
AGREEMENT and PLAN of MERGER of CANADA LIFE INSURANCE COMPANY OF AMERICA into GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Agreement and Plan of Merger • October 1st, 2009 • CANADA LIFE of AMERICA VARIABLE ANNUITY ACCOUNT 2 • Colorado

This Agreement and Plan of Merger (the “Agreement”) is entered into by and between Canada Life Insurance Company of America (“CLICA”) a stock life insurance company organized under the laws of the State of Michigan and Great-West Life & Annuity Insurance Company (“GWL&A”) a stock life insurance company organized under the laws of the State of Colorado.

SEC RULE 22c-2 AMENDMENT
Trillium VARIABLE ANNUITY ACCOUNT • October 1st, 2009

THIS Rule 22c-2 Amendment is made and entered into this [date] by and between GWFS Equities, Inc. and/or its affiliates herein referred to as (“GWFS” or “Intermediary”), and ________________________________________ , including your principal underwriter and transfer agent (herein collectively referred to as “Fund Company”).

AMENDMENT TO BUY-SELL AGREEMENT
Buy-Sell Agreement • October 1st, 2009 • Trillium VARIABLE ANNUITY ACCOUNT

THIS AMENDMENT TO BUY-SELL AGREEMENT is made as of this ___ day of _________, 2009, by and among CANADA LIFE INSURANCE COMPANY OF AMERICA (“CLICA”), SELIGMAN PORTFOLIOS, INC. (the “Fund”), J. & W. SELIGMAN & CO. INCORPORATED (“JWSI”) and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), a Colorado life insurer (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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