0001193125-11-345542 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co. • Colorado

THIS UNDERWRITING AGREEMENT made this 1st day of December 2011, by and between GWFS Equities, Inc. (hereinafter the “Underwriter”) and Great-West Life & Annuity Insurance Company (hereinafter the “Insurance Company”), on its own behalf and on behalf of the Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company (hereinafter the “Series Account”), as follows:

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AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 14th day of November, 2011, by and among Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P. and Great-West Life & Annuity Insurance Company (“Great-West”) ( collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 8th day of November, 2011, by and among The Alger American Fund, Fred Alger Management, Inc., Fred Alger & Company, Incorporated and Great-West Life & Annuity Insurance Company (“Great-West”) ( collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 8th day of November, 2011, by and among Janus Aspen Series (the “Fund”), Janus Capital Management LLC (the “Adviser”) and Great-West Life & Annuity Insurance Company (“Company”) (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT AGREEMENT is made as of this 3rd day of October, 2011, by and among Lazard Retirement Series, Inc., Lazard Asset Management Securities, LLC, Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company (collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 19th, 2011 • Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT AGREEMENT is made as of this 30th day of September, 2011, by and among Neuberger Berman Advisers Management Trust, Neuberger Berman Management, LLC (formerly known as Neuberger Berman Management Inc.), Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company (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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