Agreement

Second Amendment to Participation Agreement

SECOND AMENDMENT TO PARTICIPATION AGREEMENT

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as ofthis 25th day of February 2008 , among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), NATIONWIDE VARIABLE INSURANCE TRUST ("Fund"), NATIONWIDE FUND ADVISORS ("Adviser"), AND NATIONWIDE FUND DISTRIBUTORS LLC ("Distributor") collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, FGWL&A, Fund, Underwriter, and Adviser are parties to a Participation Agreement dated June 2, 2003, as amended (the "Agreement"); and

WHEREAS, the Parties to the Agreement desire to add an additional contact; and

WHEREAS, The Parties desire and agree to amend the Agreement by deleting Schedule

A of the Agreement and replacing it with the revised Schedule A attached hereto.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained

herein , the Parties hereby amend the Agreement as follows:

1. Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to thi Amendment.

[Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed the Amendment as of the 25th day of February 2008.

FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

 

By its authorized officer,

 

By:

/s/ Chris Bergeron

 

Name:

Chris Bergeron

Title:

Vice President

Date:

3/05/08

 

NATIONWIDE VARIABLE INSURANCE TRUST

 

By its authorized officer,

 

By:

/s/ Lee T. Cummings

 

Name:

Lee T. Cummings

Title:

Assistant Secretary

Date:

2/25/08

 

NATIONWIDE FUND ADVISERS

 

By its authorized officer,

 

By:

/s/ Lee T. Cummings

 

Name:

Lee T. Cummings

Title:

Senior Vice President

Date:

2/25/08

 

NATIONWIDE FUND DISTRIBUTORS LLC

 

By its authorized officer,

 

By:

/s/ Lee T. Cummings

 

Name:

Lee T. Cummings

Title:

Principal

Date:

2/25/08

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SCHEDULE A

Contracts Form Numbers
Charles Schwab & Co., Inc. (Schwab Select) J434NY
Charles Schwab & Co., Inc. (Schwab OneSource) J444NY

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