First Amendment to Participation Agreement

Great-West Life & Annuity Insurance Company, Variable Insurance Products Fund II
and Fidelity Distributors Corporation, in consideration of their mutual promises
made herein, hereby amend their Participation Agreement ("Agreement"), dated May
1,1999 by doing all of the following:

 I. Revising the recitals to indicate, wherever appropriate, that

        WHEREAS, the variable life insurance and/or variable annuity products
        identified on Schedule A hereto ("Contracts") have been or will be
        registered by the Company under the Securities Act of 1933, unless such
        Contracts are exempt from registration thereunder; and

        WHEREAS, the Company has registered or will register the Separate
        Accounts identified on Schedule A as unit investment trusts under the
        1940 Act, unless such Accounts are exempt from registration thereunder.

 II. Replacing section 1.6 in its entirety with the following:

        The Company agrees that purchases and redemptions of Portfolio shares
        offered by the then current prospectus of the Fund shall be made in
        accordance with the provisions of such prospectus. The Company agrees
        that all net amounts available under the variable annuity and life
        insurance contracts with the form number(s) which are listed on Schedule
        A attached hereto and incorporated herein by this reference, as such
        Schedule A may be amended from time to time hereafter by mutual written
        agreement of all parties hereto, (the "Contracts") shall be invested in
        the Fund, in such other Funds advised by the Adviser as may be mutually
        agreed to in writing by the parties hereto, or in the Company's general
        account, provided that such amounts may also be invested in an
        investment company other than the Fund if (a) such other investment
        company, or series thereof, has investment objectives or policies that
        are substantially different from the investment objectives and policies
        of all the Portfolios of the Fund; or (b) the Company gives the Fund and
        the Underwriter 30 days written notice of its attention to make such
        other investment company available as a funding vehicle for the
        Contracts; or
(c)     such other investment company was available as a funding vehicle for the
        Contracts prior to the date of this Agreement and the Company so informs
        the Fund and Underwriter prior to their signing this Agreement; or
(d)     the Fund or Underwriter consents to the use of such other investment
        company; and Underwriter shall be under a duty of good faith and shall
        not unreasonably withhold its consent concerning the addition of a
        particular additional investment company or companies.






III. Replacing section 2.1 in its entirety with the following:

        The Company represents and warrants that the Contracts are or will be
        registered under the 1933 Act or are exempt from registration
        thereunder; that the Contracts will be issued and sold in compliance in
        all material respects with all applicable Federal and State laws and
        that the sale of the Contracts shall comply in all material respects
        with applicable state insurance suitablity requirements. The Company
        further represents and warrants that it is an insurance company duly
        organized and in good standing under applicable law and that it has
        legally and validly established each Account prior to any issuance or
        sale thereof as a segregated asset account under the Insurance Code of
        the State of Colorado and, unless exempt from registration thereunder,
        has registered or, prior to any issuance or sale of the Contracts, will
        register each Account as a unit investment trust in accordance with the
        provisions of the 1940 Act to serve as a segregated investment account
        for the Contracts.

 IV. Replacing section 2.5(b) in its entirety with the following:

        (b) With respect to Service Class and Service Class 2 Shares, the Fund
        has adopted a Rule 12b-l Plan under which it makes payments to finance
        distribution expenses. The Fund represents and warrants that it has a
        board of trustees, a majority of whom are not interested persons of the
        Fund, which has formulated and approved the Fund's Rule 12b-l Plan to
        finance distribution expenses of the Fund and that any changes to the
        Fund's Rule 12b-l Plan will be approved by a similarly constituted board
        of trustees.

 V. Adding the following sentence to section 3.1:

        Wherever the term "prospectus" is used in this Agreement in relation to
        the Contracts or the Accounts, the term shall be deemed to include each
        prospectus, registration statement, private offering memorandum or other
        disclosure document for the Contract or the Account.

 VI. Replacing section 4.6 in its entirety with the following:

        4.6. The Company will provide to the Fund at least one complete copy of
        all registration statements, Disclosure Documents, Statements of
        Additional Information, reports, solicitations for voting instructions,
        sales literature and other promotional materials, applications for
        exemptions, requests for no action letters, and all amendments to any of
        the above, that relate to the Contracts or each Account,
        contemporaneously with the filing of such document with the SEC or other
        regulatory authorities or, if



        a Contract and its associated Account are exempt from registration, at
        the time such documents are first published.

VII. Replacing section 5.3 in its entirety with the following:

        5.3. The Company shall bear the expenses of distributing the Fund's
        prospectus and reports to owners of Contracts issued by the Company. The
        Fund shall bear the costs of soliciting Fund proxies from Contract
        owners, including the costs of mailing proxy materials and tabulating
        proxy voting instructions, not to exceed the costs charged by any
        service provider engaged by the Fund for this purpose. The Fund and the
        Underwriter shall not be responsible for the costs of any proxy
        solicitations other than proxies sponsored by the Fund.


 VIII. Replacing Schedule A with the Revised Schedule A, attached.

 IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
 name and on its behalf by its duly authorized representative as of November l,
 2000.


 Great-West Life & Annuity Insurance        Variable Insurance Products Fund II
 Company








[GRAPHIC OMITTED][GRAPHIC OMITTED]
                                  [GRAPHIC OMITTED][GRAPHIC OMITTED]
 [GRAPHIC OSenior Vice PresidentED]
 Fidelity Distributors Corporation


 By:      _

 Name:       Kevin J/^Kelly
 Title:         Vice Resident






















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                                      SCHEDULE A
                        Separate Accounts and Associate Contracts







 Name of Separate Account
 and Date Established__

Policy Form Numbers of Contracts
by Separate Account__________






















FutureFunds Series Account

 November 15,1983
 GTDAMF92 Vol
 GTDAMF92 ER
 GTSMF184-1
 GTSAMF191































Maxim Series Account

June 24,1981
J401

J410








 COLIVUL - 1 Series Account       July 23,1997
                             J350


 COLI VUL - 2 Series Account       November 25,1997
                             J355

































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