COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO Sample Contracts

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and FIRST GREAT WEST LIFE & ANNUITY INSURANCE COMPANY
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO • Massachusetts

THIS AGREEMENT, made and entered into as of the 11th day of September, 2007 by and among First Great-West Life & Annuity Insurance Company, (hereinafter the "Company"), a New York_corporation, 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 such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

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UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO • Colorado

THIS UNDERWRITING AGREEMENT made this 9th day of August, 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-4 Series Account of First Great-West Life & Annuity Insurance Company (the “Series Account”), as follows:

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 2nd day of July, 2007, 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 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).

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 17th day of September, 2007, 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), 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).

AUTOMATIC YRT REINSURANCE AGREEMENT EFFECTIVE OCTOBER 1, 2008 BETWEEN GREAT- WEST LIFE & ANNUITY INSURANCE COMPANY GREENWOOD VILLAGE, COLORADO, U.S.A. - and - THE CANADA LIFE ASSURANCE COMPANY TORONTO, ONTARIO, CANADA
Automatic Yrt Reinsurance Agreement • April 26th, 2011 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

WHEREAS the Ceding Company is authorized to conduct the business of life insurance and is desirous of obtaining certain reinsurance facilities,

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 24th day of October, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“Trust”), NEUBERGER BERMAN MANAGEMENT INC. (“NBMI”) (GWL&A, the Trust and NBMI 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 Agreement (defined below).

AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company ("G-WL&A"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and as the principal underwriter of the Contracts ("UNDERWRITER"), is hereby amended as follows:

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 31st day of July, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“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”, 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 Agreement (defined below).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 11th day of April, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”); DWS VARIABLE SERIES I (formerly SCUDDER VARIABLE SERIES I), DWS VARIABLE SERIES II (formerly SCUDDER VARIABLE SERIES II), DWS INVESTMENTS VIT FUNDS (formerly SCUDDER INVESTMENTS VIT FUNDS) (collectively, the “Funds”); DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the “Adviser”); and DWS SCUDDER DISTRIBUTORS, INC. (formerly SCUDDER DISTRIBUTORS, INC. (the “Distributor), 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).

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • September 21st, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of July, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”); and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”); 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 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).

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 26th day of November, 2007, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), INSURANCE SERIES (the “Fund”), FEDERATED SECURITIES CORP. (the “Distributor), 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 NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

The Participation Agreement (the "Agreement"), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust, AIM Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company ("G-WL&A"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and as the principal underwriter of the Contracts ("UNDERWRITER"), is hereby amended as follows:

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • December 4th, 2007 • COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance CO

The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a New York life insurance company ("FG-WL&A"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and as the principal underwriter of the Contracts ("UNDERWRITER"), is hereby amended as follows:

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