SECOND AMENDMENT TO PARTICIPATION AGREEMENT

     THIS SECOND AMENDMENT TO  PARTICIPATION  AGREEMENT is made as of
this 1st day of May 2002, by and among  GREAT-WEST LIFE & ANNUITY  INSURANCE
COMPANY ("GWL&A"),  AMERICAN  CENTURY   INVESTMENT   MANAGEMENT,   INC.  (the
"Adviser)   and   AMERICAN   CENTURY   INVESTMENT   SERVICES,    INC.   (the
"Distributor").  Capitalized  terms not otherwise  defined herein shall have the
meaning ascribed to them in the Original Agreement (defined below).

                                    RECITALS

         WHEREAS, GWL&A, the Adviser and the Distributor are parties to a
certain Participation Agreement, dated September 14, 1999, and amended April 20,
2000 (the "Original Agreement"), pursuant to which shares of Portfolios of the
Fund, an open-end management investment company registered under the Investment
Company Act of 1940, are made available to act as an investment vehicle for
separate accounts established for variable life insurance policies and/or
variable annuity contracts to be offered by insurance companies, including
GWL&A; and

         WHEREAS, the parties have agreed to add Class I of the VP Ultra Fund as
a Designated Portfolio on behalf of the Accounts to fund the variable annuity
contracts sold through FutureFunds as well as the variable life insurance
contracts sold through COLI VTJL Series Account 2, either directly or indirectly
through the Profile Portfolios of the Maxim Series Fund, Inc. and the parties
have agreed to revise Schedule B to include this new Designated Portfolio as
well as the available class for each Designated Portfolio.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows, effective as of the date first written
above:

         1. Schedule B of the Original Agreement is hereby deleted and replaced
in its entirety with the Schedule B attached hereto and incorporated by
reference herein.

         IN WITNESS WHEREOF, the undersigned duly authorized officers have
executed this Amendment in their capacities as such as of the date first written
above.


GREAT WEST LIFE & ANNUITY INSURANCE COMPANY

By: /s/ Ron Laeyendecker
Name:   Ron Laeyendecker
Title:  Vice President

AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

By: /s/ William M. Lyons
Name:   William M. Lyons
Title:  Executive Vice President

AMERICAN CENTURY INVESTMENT SERVICES, INC.

By: /s/ William M. Lyons
Name:   William M. Lyons
Title:  Executive Vice President


                                   SCHEDULE B

Designated Portfolios (offered either directly or indirectly to the Accounts)

Name of Portfolio                                      Available Class

American Century VP Capital Appreciation                   Class I
American Century VP Balanced                               Class I
American Century VP Advantage                              Class I
American Century VP International                          Class I
American Century VP Value                                  Class I
American Century VP Income & Growth                        Class I
American Century VP Ultra                                  Class I