Exhibit 1.(3)(c)




                                                              Exhibit 1.(3)(c)

                          Schedule of Sales Commissions

I.       Introduction

This Schedule of Sales Commission relates to Flexible Premium Variable Universal
Life Insurance Policies issued by Great-West Life & Annuity Insurance Company on
Form  J355  (and any  variation  of that form as may be  required  by  insurance
regulatory authorities) through its separate account, COLI VUL-2 Series Account.
Capitalized terms used herein have the meaning given to them in the Prospectus.

II.      Commissions as a Percentage of Premium

The first year  commissions  on a 7-pay premium are equal to 15% of the premium.
The target  premium is equal to .10/.35 of the 7-pay  premium.  The targets will
change if there is an increase or decrease in the Total Face Amount.

Commissions will be calculated as a percentage of premium and will be paid based
on the following schedule:

1.   Policy  Year 1:            40% of the amount of the target premium  plus 5%
                                of  the  amount of premium paid in excess of the
                                target premium.

2.   Policy  Years 2-4:         25% of the amount of the target premium  plus 5%
                                of the amount of premium  paid in excess of  the
                                target premium.

3.   Policy Years 5-10:         2.5%  of  the  amount of the target premium plus
                                2.5% of the amount of premium   paid  in  excess
                                of the target premium.

III.     Asset-Based Compensation

Asset-based  compensation  will be calculated as a percentage of Account  Value,
less the  value of the Loan  Account,  and will be paid  based on the  following
schedule:

1.   Policy Years 1-4:          None

2.   Policy Years 5-15:         0.20%  of  Account  Value  less the value of the
                                Loan Account.

3.   Policy Years 16+:          0.10%  of  Account  Value  less the value of the
                                Loan Account.

IV.      Chargebacks

         If a Policy is  surrendered  at any time  before  the end of the second
Policy  Year,  there  shall  be  a  chargeback  of  100%  of  commissions  paid.
Thereafter, there shall be no chargebacks.