SECOND AMENDMENT

TO

FUND PARTICIPATION AGREEMENT

WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“First GWL&A”), THE ALGER AMERICAN FUND (the “Fund”), FRED ALGER MANAGEMENT, INC. (the “Adviser”), and FRED ALGER & COMPANY, INCORPORATED (the “Distributor”), collectively the Parties, entered into a Fund Participation Agreement dated September 13, 1999, as amended on August 17, 2006 (the “Agreement”); and

WHEREAS, the Parties desire and agree to add GWL&A’s COLI VUL 4 and COLI VUL 7 Separate Accounts to the Agreement;

WHEREAS, the Parties desire and agree to add FGWL&A’s COLI VUL 1, COLI VUL 2 and COLI VUL 4 Separate Accounts to the Agreement; and

WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the 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.   GWL&A’s Separate Account COLI VUL 4 Series Account is hereby added to the Agreement.

2.   GWL&A’s Separate Account COLI VUL 7 Series Account is hereby added to the Agreement.

3.   First GWL&A’s Separate Account COLI VUL 1 Series Account is hereby added to the Agreement.

4.   First GWL&A’s Separate Account COLI VUL 2 Series Account is hereby added to the Agreement.

5.   First GWL&A’s Separate Account COLI VUL 4 Series Account is hereby added to the Agreement.

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

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 2nd day of November, 2009.

GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By:           /s/ Ron Laeyendecker

Title:           Senior Vice President

Date:           November 4, 2009

FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY

By its authorized officer,

By:           /s/ Susan Gile

Title:           V.P. Individual Markets

Date:           November 4, 2009

THE ALGER AMERICAN FUND

By its authorized officer,

By:           /s/ illegible

Title:           Assistant Secretary

Date:           November 2, 2009

FRED ALGER MANAGEMENT, INC.

By its authorized officer,

By:           /s/ illegible

Title:           Senior Vice President

Date:           November 2, 2009

FRED ALGER & COMPANY, INCORPORATED

By its authorized officer,

By:           /s/ illegible

Title:           Senior Vice President

Date:           November 2, 2009

SCHEDULE A

Separate Account	Contract
FutureFunds I of GWLA	Group Tax Deferred Annuity
FutureFunds II of GWLA	Group Tax Deferred Annuity
FutureFunds II of FGWLA	Group Tax Deferred Annuity
COLI VUL 2 of GWLA	Individual Flexible Premium Variable Universal Life
COLI VUL 2 of FGWLA	Individual Flexible Premium Variable Universal Life
COLI VUL 4 of GWLA	Individual Flexible Premium Variable Universal Life
COLI VUL 4 of FGWLA	Individual Flexible Premium Variable Universal Life
COLI VUL 7 of GWLA	Individual Flexible Premium Variable Universal Life
COLI VUL 1 of FGWLA	Individual Flexible Premium Variable Universal Life